##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Form 10-Q

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|[X]        |  | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 
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|           |  | For the quarterly period ended September 30, 2002                                       
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|Or        
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|[   ]      |  | 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
(State or other jurisdiction of incorporation or organization)            |  | 91-1638901
(IRS Employer Identification No.)
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|                                                                                     |  |                                             
|                                                                                    
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|3650 131st Avenue S.E.
Bellevue, Washington
(Address of principal executive offices) |  | 98006
(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 the number of shares outstanding of each of the issuers classes
of common stock, as of the latest practicable date.

|                                   |  |                          |  | 
|---------------------------------- |  | ------------------------ |  | 
|                                   |  | Shares Outstanding as of
|Title                              |  | November 7, 2002        
|                                   |  |                         
|Class A Common Stock, no par value |  | 72,229,605              
|                                  
|                                  
|                                  
|                                  
|Class B Common Stock, no par value |  | 6,774,724               

1



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TABLE OF CONTENTS



|                               |                                                                                               |  |  |  |  |  |  | 
|------------------------------ | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION
|                               | Item 1. Financial Statements                                                                 
|                               | Condensed Consolidated Balance Sheets                                                        
|                               | Condensed Consolidated Statements of Operations and Comprehensive Loss                       
|                               | Condensed Consolidated Statements of Cash Flows                                              
|                               | Notes to Condensed Consolidated Financial Statements                                         
|                               | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                               | Item 3. Quantitative and Qualitative Disclosures About Market Risk                           
|                               | Item 4. Controls and Procedures                                                              
|PART II  OTHER INFORMATION   
|                               | Item 1. Legal Proceedings                                                                    
|                               | Item 2. Changes in Securities 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                    
|CERTIFICATIONS                
|EXHIBIT INDEX                 
|EXHIBIT 10.1                  



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##### Table of Contents



Western Wireless Corporation
Form 10-Q
For the Quarterly Period Ended September 30, 2002

Table of Contents

|                               |  |                |  |                                                                                                                                           |    |     
|------------------------------ |  | -------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------- | -- | ----
|                               |  |                |  |                                                                                                                                           |    | Page
|PART I  FINANCIAL INFORMATION |  |               
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|                               |  |                |  |                                                                                                                                           |    |     
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|                               |  | Item 1.        |  | Financial Statements                                                                                                                      |    |     
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|                               |  |                |  |                                                                                                                                           |    |     
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|                               |  |                |  | Condensed Consolidated Balance Sheets as of September 30, 2002 and December 31, 2001                                                      |    | 3   
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|                               |  |                |  |                                                                                                                                           |    |     
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|                               |  |                |  | Condensed
Consolidated Statements of Operations and Comprehensive Loss for the
Three and Nine    Months Ended
September 30, 2002 and 2001 |    | 4   
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|                               |  |                |  |                                                                                                                                           |    |     
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|                               |  |                |  | Condensed
Consolidated Statements of Cash Flows for the Nine Months Ended
September 30,    2002 and 2001                                  |    | 5   
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|                               |  |                |  |                                                                                                                                           |    |     
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|                               |  |                |  | Notes to Condensed Consolidated Financial Statements                                                                                      |    | 6   
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|                               |  |                |  |                                                                                                                                           |    |     
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|                               |  | Item 2.        |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                     |    | 13  
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|                               |  |                |  |                                                                                                                                           |    |     
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|                               |  | Item 3.        |  | Quantitative and Qualitative Disclosures About Market Risk                                                                                |    | 19  
|                              
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|                              
|                              
|                               |  |                |  |                                                                                                                                           |    |     
|                              
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|                               |  | Item 4.        |  | Controls and Procedures                                                                                                                   |    | 20  
|                              
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|PART II  OTHER INFORMATION    |  |               
|                              
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|                              
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|                               |  |                |  |                                                                                                                                           |    |     
|                              
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|                               |  | Item 1.        |  | Legal Proceedings                                                                                                                         |    | 21  
|                              
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|                              
|                               |  |                |  |                                                                                                                                           |    |     
|                              
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|                               |  | Item 2.        |  | Changes in
Securities and Use of Proceeds                                                                                                 |    | 21  
|                              
|                              
|                              
|                              
|                               |  |                |  |                                                                                                                                           |    |     
|                              
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|                               |  | Item 3.        |  | Defaults Upon Senior Securities                                                                                                           |    | 21  
|                              
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|                              
|                               |  |                |  |                                                                                                                                           |    |     
|                              
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|                               |  | Item 4.        |  | Submission of Matters to a Vote of Security Holders                                                                                       |    | 21  
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|                               |  |                |  |                                                                                                                                           |    |     
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|                               |  | Item 5.        |  | Other Information                                                                                                                         |    | 21  
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|                               |  |                |  |                                                                                                                                           |    |     
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|                               |  | Item 6.        |  | Exhibits and Reports on Form 8-K                                                                                                          |    | 21  
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|                               |  |                |  |                                                                                                                                           |    |     
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|                               |  | Signatures     |  |                                                                                                                                           | 22
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|                               |  |                |  |                                                                                                                                           |    |     
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|                               |  | Certifications |  |                                                                                                                                           |    | 23  
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|                               |  |                |  |                                                                                                                                           |    |     
|                              
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|                               |  | Exhibit Index  |  |                                                                                                                                           |    | 25  

2



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##### Table of Contents






PART I  FINANCIAL INFORMATION




Item 1. Financial Statements




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

|                                                                                                                  |                                      |                                                                                                  |                                                                                 |                                        |         |               |           |              |         |           |   | 
|----------------------------------------------------------------------------------------------------------------- | ------------------------------------ | ------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------- | -------------------------------------- | ------- | ------------- | --------- | ------------ | ------- | --------- | - | 
|                                                                                                                  |                                      |                                                                                                  |                                                                                 |                                        |         | September 30, |           | December 31,
|                                                                                                                  |                                      |                                                                                                  |                                                                                 |                                        |         | 2002          |           | 2001        
|                                                                                                                  |                                      |                                                                                                  |                                                                                 |                                        |         |               |           |             
|                                                                                                                  |                                      |                                                                                                  |                                                                                 |                                        |         | (Unaudited)   |           |              |         |          
|                                                                                                                  |                                      |                                                                                                  |                                                                                 | ASSETS                                 |         |               |           |              |         |           |  
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|Current
assets:                                                                                                   |                                      |                                                                                                  |                                                                                 |                                        |         |               |           |             
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                  |                                      | Cash and cash equivalents                                                                        |                                                                                 | $                                      | 35,382  |               |           | $            | 45,240  |          
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                  |                                      | Accounts receivable, net of allowance for doubtful accounts of
$23,127 and $21,095, respectively |                                                                                 |                                        | 159,323 |               |           |              | 151,787 |          
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                  |                                      | Inventory                                                                                        |                                                                                 |                                        | 26,226  |               |           |              | 34,331  |          
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                  |                                      | Marketable securities                                                                            |                                                                                 |                                        | 16,110  |               |           |              | 21,016  |          
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                  |                                      | Prepaid expenses and other current assets                                                        |                                                                                 |                                        | 46,827  |               |           |              | 49,402  |          
|                                                                                                                  |                                      |                                                                                                  |                                                                                 |                                        |         |               |           |             
|                                                                                                                  |                                      |                                                                                                  | Total current assets                                                            |                                        |         | 283,868       |           |              |         | 301,776   |  
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|Property and equipment, net of accumulated
depreciation of $698,191 and $530,805, respectively                    |                                      |                                                                                                  | 837,922                                                                         |                                        |         |               | 838,078   |             
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|Licensing costs and other intangible assets, net of accumulated
amortization of $22,853 and $15,170, respectively |                                      |                                                                                                  | 1,182,661                                                                       |                                        |         |               | 1,184,516 |             
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|Investments in and advances to unconsolidated affiliates                                                          |                                      |                                                                                                  | 40,675                                                                          |                                        |         |               | 32,752    |             
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|Other assets                                                                                                      |                                      |                                                                                                  | 32,617                                                                          |                                        |         |               | 13,298    |             
|                                                                                                                  |                                      |                                                                                                  |                                                                                 |                                        |         |               |           |             
|                                                                                                                  |                                      | $                                                                                                | 2,377,743                                                                       |                                        |         | $             | 2,370,420 |             
|                                                                                                                  |                                      |                                                                                                  |                                                                                 |                                        |         |               |           |             
|                                                                                                                  |                                      |                                                                                                  |                                                                                 | LIABILITIES AND NET CAPITAL DEFICIENCY |         |               |           |              |         |           |  
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|Current
liabilities:                                                                                              |                                      |                                                                                                  |                                                                                 |                                        |         |               |           |             
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                  |                                      | Accounts payable                                                                                 |                                                                                 | $                                      | 55,544  |               |           | $            | 83,005  |          
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                  |                                      | Accrued liabilities and other                                                                    |                                                                                 |                                        | 201,545 |               |           |              | 175,016 |          
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                  |                                      | Construction accounts payable                                                                    |                                                                                 |                                        | 24,795  |               |           |              | 93,764  |          
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                  |                                      | Current portion of long-term debt                                                                |                                                                                 |                                        | 121,390 |               |           |              | 55,471  |          
|                                                                                                                  |                                      |                                                                                                  |                                                                                 |                                        |         |               |           |             
|                                                                                                                  |                                      |                                                                                                  | Total current liabilities                                                       |                                        |         | 403,274       |           |              |         | 407,256   |  
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|Long-term debt, net of current portion                                                                            |                                      |                                                                                                  | 2,301,965                                                                       |                                        |         |               | 2,237,374 |             
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|Deferred income taxes                                                                                             |                                      |                                                                                                  | 93,026                                                                          |                                        |         |               |           |             
|                                                                                                                  |                                      |                                                                                                  |                                                                                 |                                        |         |               |           |             
|                                                                                                                  |                                      |                                                                                                  | Total liabilities                                                               |                                        |         | 2,798,265     |           |              |         | 2,644,630 |  
|                                                                                                                  |                                      |                                                                                                  |                                                                                 |                                        |         |               |           |             
|Minority interests in consolidated subsidiaries                                                                   |                                      |                                                                                                  | 22,188                                                                          |                                        |         |               | 25,089    |             
|                                                                                                                  |                                      |                                                                                                  |                                                                                 |                                        |         |               |           |             
|Commitments and contingencies (Note 5)                                                                            |                                      |                                                                                                  |                                                                                 |                                        |         |               |           |             
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|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, 72,229,605 and 71,881,603 shares issued and outstanding, respectively; |                                        |         |               |           |              |         |           |  
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                  |                                      |                                                                                                  | Class B, 6,774,724 and 6,981,072 shares issued and outstanding, respectively    |                                        |         | 669,004       |           |              |         | 668,158   |  
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                  | Deferred compensation                |                                                                                                  |                                                                                 | (68                                    | )       |               |           |              |        
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                  | Accumulated other comprehensive loss |                                                                                                  |                                                                                 | (26,697                                | )       |               |           | (24,181      | )      
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                  | Deficit                              |                                                                                                  |                                                                                 | (1,084,949                             | )       |               |           | (943,276     | )      
|                                                                                                                  |                                      |                                                                                                  |                                                                                 |                                        |         |               |           |             
|                                                                                                                  |                                      |                                                                                                  | Total net capital deficiency                                                    |                                        |         | (442,710      | )         |              |         | (299,299  | )
|                                                                                                                  |                                      |                                                                                                  |                                                                                 |                                        |         |               |           |             
|                                                                                                                  |                                      | $                                                                                                | 2,377,743                                                                       |                                        |         | $             | 2,370,420 |             
|                                                                                                                  |                                      |                                                                                                  |                                                                                 |                                        |         |               |           |             

See accompanying notes to condensed consolidated financial statements.

3



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##### Table of Contents






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

|                                                      |                                                          |                                |                            |            |                                  |        |                                 |            |         |    |          |            |          |        |          |            |          |        |  
|----------------------------------------------------- | -------------------------------------------------------- | ------------------------------ | -------------------------- | ---------- | -------------------------------- | ------ | ------------------------------- | ---------- | ------- | -- | -------- | ---------- | -------- | ------ | -------- | ---------- | -------- | ------ | -
|                                                      |                                                          |                                |                            |            | Three months ended September 30, |        | Nine months ended September 30,
|                                                      |                                                          |                                |                            |            |                                  |        |                                
|                                                      |                                                          |                                |                            |            | 2002                             |        | 2001                            |            | 2002    |    | 2001    
|                                                      |                                                          |                                |                            |            |                                  |        |                                 |            |         |    |         
|Revenues:                                             |                                                          |                                |                            |            |                                  |        |                                 |            |         |    |          |            |          |        |          |           
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Subscriber revenues                                      |                                | $                          | 214,929    |                                  |        | $                               | 200,135    |         |    | $        | 618,326    |          |        | $        | 531,775    |         
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Roamer revenues                                          |                                |                            | 70,067     |                                  |        |                                 | 63,435     |         |    |          | 195,442    |          |        |          | 194,471    |         
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Fixed line revenues                                      |                                |                            | 14,257     |                                  |        |                                 | 14,104     |         |    |          | 41,256     |          |        |          | 14,485     |         
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Equipment sales and other revenues                       |                                |                            | 16,566     |                                  |        |                                 | 20,163     |         |    |          | 50,246     |          |        |          | 46,142     |         
|                                                      |                                                          |                                |                            |            |                                  |        |                                 |            |         |    |          |            |          |        |          |           
|                                                      |                                                          | Total revenues                 |                            |            | 315,819                          |        |                                 |            | 297,837 |    |          |            | 905,270  |        |          |            | 786,873  |       
|                                                      |                                                          |                                |                            |            |                                  |        |                                 |            |         |    |          |            |          |        |          |           
|Operating expenses:                                   |                                                          |                                |                            |            |                                  |        |                                 |            |         |    |          |            |          |        |          |           
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Cost of service                                          |                                |                            | 96,195     |                                  |        |                                 | 93,221     |         |    |          | 279,167    |          |        |          | 207,750    |         
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Cost of equipment sales                                  |                                |                            | 29,895     |                                  |        |                                 | 32,925     |         |    |          | 85,212     |          |        |          | 70,056     |         
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | General and administrative                               |                                |                            | 57,437     |                                  |        |                                 | 64,573     |         |    |          | 167,969    |          |        |          | 168,086    |         
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Sales and marketing                                      |                                |                            | 44,561     |                                  |        |                                 | 57,319     |         |    |          | 130,695    |          |        |          | 138,890    |         
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Depreciation and amortization                            |                                |                            | 61,951     |                                  |        |                                 | 57,420     |         |    |          | 182,054    |          |        |          | 152,724    |         
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Asset dispositions                                       |                                |                            | (1,252     | )                                |        |                                 |            |         |    |          | 6,304      |          |        |          |            |         
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Stock based compensation, net                            |                                |                            | (5,450     | )                                |        |                                 | 4,089      |         |    |          | (5,450     | )        |        |          | 16,336     |         
|                                                      |                                                          |                                |                            |            |                                  |        |                                 |            |         |    |          |            |          |        |          |           
|                                                      |                                                          | Total operating expenses       |                            |            | 283,337                          |        |                                 |            | 309,547 |    |          |            | 845,951  |        |          |            | 753,842  |       
|                                                      |                                                          |                                |                            |            |                                  |        |                                 |            |         |    |          |            |          |        |          |           
|Other income (expense):                               |                                                          |                                |                            |            |                                  |        |                                 |            |         |    |          |            |          |        |          |           
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Interest and financing expense, net                      |                                |                            | (39,127    | )                                |        |                                 | (42,688    | )       |    |          | (117,797   | )        |        |          | (125,606   | )       
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Equity in net income (loss) of unconsolidated affiliates |                                |                            | 1,917      |                                  |        |                                 | 1,055      |         |    |          | 4,405      |          |        |          | (1,357     | )       
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Other, net                                               |                                |                            | (4,457     | )                                |        |                                 | (18,746    | )       |    |          | 26         |          |        |          | (19,036    | )       
|                                                      |                                                          |                                |                            |            |                                  |        |                                 |            |         |    |          |            |          |        |          |           
|                                                      |                                                          | Total other expense            |                            |            | (41,667                          | )      |                                 |            | (60,379 | )  |          |            | (113,366 | )      |          |            | (145,999 | )     
|                                                      |                                                          |                                |                            |            |                                  |        |                                 |            |         |    |          |            |          |        |          |           
|Minority interests in consolidated subsidiaries       |                                                          |                                | 1,472                      |            |                                  |        | 5,331                           |            |         |    | 7,297    |            |          |        | 14,879   |           
|                                                      |                                                          |                                |                            |            |                                  |        |                                 |            |         |    |          |            |          |        |          |           
|Loss before provision for income taxes                |                                                          |                                | (7,713                     | )          |                                  |        | (66,758                         | )          |         |    | (46,750  | )          |          |        | (98,089  | )         
|                                                     
|                                                     
|                                                     
|                                                     
|Provision for income taxes                            |                                                          |                                | (8,203                     | )          |                                  |        |                                 |            |         |    | (94,923  | )          |          |        |          |           
|                                                      |                                                          |                                |                            |            |                                  |        |                                 |            |         |    |          |            |          |        |          |           
|Loss before cumulative change in accounting principle |                                                          |                                | (15,916                    | )          |                                  |        | (66,758                         | )          |         |    | (141,673 | )          |          |        | (98,089  | )         
|                                                     
|                                                     
|                                                     
|                                                     
|Cumulative change in accounting principle             |                                                          |                                |                            |            |                                  |        |                                 |            |         |    |          |            |          |        | (5,580   | )         
|                                                      |                                                          |                                |                            |            |                                  |        |                                 |            |         |    |          |            |          |        |          |           
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      |                                                          | Net loss                       |                            | $          | (15,916                          | )      |                                 | $          | (66,758 | )  |          | $          | (141,673 | )      |          | $          | (103,669 | )     
|                                                      |                                                          |                                |                            |            |                                  |        |                                 |            |         |    |          |            |          |        |          |           
|Basic and diluted loss per share:                     |                                                          |                                |                            |            |                                  |        |                                 |            |         |    |          |            |          |        |          |           
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Before cumulative change in accounting principle         |                                | $                          | (0.20      | )                                |        | $                               | (0.85      | )       |    | $        | (1.79      | )        |        | $        | (1.25      | )       
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Cumulative change in accounting principle                |                                |                            |            |                                  |        |                                 |            |         |    |          |            |          |        |          | (0.07      | )       
|                                                      |                                                          |                                |                            |            |                                  |        |                                 |            |         |    |          |            |          |        |          |           
|Basic and diluted loss per share                      |                                                          | $                              | (0.20                      | )          |                                  | $      | (0.85                           | )          |         | $  | (1.79    | )          |          | $      | (1.32    | )         
|                                                      |                                                          |                                |                            |            |                                  |        |                                 |            |         |    |          |            |          |        |          |           
|Weighted average shares outstanding:                  |                                                          |                                |                            |            |                                  |        |                                 |            |         |    |          |            |          |        |          |           
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Basic and diluted                                        |                                |                            | 78,969,000 |                                  |        |                                 | 78,714,000 |         |    |          | 78,950,000 |          |        |          | 78,564,000 |         
|                                                      |                                                          |                                |                            |            |                                  |        |                                 |            |         |    |          |            |          |        |          |           
|Comprehensive loss:                                   |                                                          |                                |                            |            |                                  |        |                                 |            |         |    |          |            |          |        |          |           
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Net loss                                                 |                                | $                          | (15,916    | )                                |        | $                               | (66,758    | )       |    | $        | (141,673   | )        |        | $        | (103,669   | )       
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Unrealized gain (loss) on marketable securities:         |                                |                            |            |                                  |        |                                 |            |         |    |          |            |          |        |          |            |         
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      |                                                          | Reclassification adjustment    |                            |            |                                  |        |                                 |            |         |    |          |            |          |        |          |            | (1,984   | )     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      |                                                          | Unrealized holding gain (loss) |                            |            | (2,153                           | )      |                                 |            | 29      |    |          |            | (4,906   | )      |          |            | (3,766   | )     
|                                                      |                                                          |                                |                            |            |                                  |        |                                 |            |         |    |          |            |          |        |          |           
|                                                      |                                                          |                                | Net unrealized gain (loss) |            |                                  | (2,153 | )                               |            |         | 29 |          |            |          | (4,906 | )        |            |          | (5,750 | )
|                                                      |                                                          |                                |                            |            |                                  |        |                                 |            |         |    |          |            |          |        |          |           
|                                                      | Foreign currency translation                             |                                |                            | 1,640      |                                  |        |                                 | 5,794      |         |    |          | 8,406      |          |        |          | 609        |         
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Unrealized loss on hedges                                |                                |                            | (4,344     | )                                |        |                                 | (7,929     | )       |    |          | (6,016     | )        |        |          | (9,021     | )       
|                                                      |                                                          |                                |                            |            |                                  |        |                                 |            |         |    |          |            |          |        |          |           
|Total comprehensive loss                              |                                                          | $                              | (20,773                    | )          |                                  | $      | (68,864                         | )          |         | $  | (144,189 | )          |          | $      | (117,831 | )         
|                                                      |                                                          |                                |                            |            |                                  |        |                                 |            |         |    |          |            |          |        |          |           

See accompanying notes to condensed consolidated financial statements.

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

|                                               |                                                                                 |                                                                                                   |                                           |          |                                 |         |        |          |          |         | 
|---------------------------------------------- | ------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------- | ----------------------------------------- | -------- | ------------------------------- | ------- | ------ | -------- | -------- | ------- | 
|                                               |                                                                                 |                                                                                                   |                                           |          | Nine months ended September 30,
|                                               |                                                                                 |                                                                                                   |                                           |          |                                
|                                               |                                                                                 |                                                                                                   |                                           |          | 2002                            |         | 2001  
|                                               |                                                                                 |                                                                                                   |                                           |          |                                 |         |       
|Operating activities:                          |                                                                                 |                                                                                                   |                                           |          |                                 |         |        |         
|                                              
|                                              
|                                              
|                                              
|                                               | Net loss                                                                        |                                                                                                   | $                                         | (141,673 | )                               |         | $      | (103,669 | )       
|                                              
|                                              
|                                              
|                                              
|                                               | Adjustments to reconcile net loss to net
cash provided by operating activities: |                                                                                                   |                                           |          |                                 |         |        |          |         
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                 | Cumulative change in accounting principle                                                         |                                           |          |                                 |         |        |          | 5,580    |        
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                 | Gain on sale of marketable securities                                                             |                                           |          |                                 |         |        |          | (8,006   | )      
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                 | Depreciation and amortization                                                                     |                                           |          | 185,004                         |         |        |          | 154,809  |        
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                 | Deferred income taxes                                                                             |                                           |          | 93,026                          |         |        |          |          |        
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                 | Asset dispositions                                                                                |                                           |          | 6,304                           |         |        |          |          |        
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                 | Stock based compensation                                                                          |                                           |          | (5,450                          | )       |        |          | 16,336   |        
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                 | Equity in net (income) loss of unconsolidated affiliates                                          |                                           |          | (4,405                          | )       |        |          | 1,357    |        
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                 | Minority interests in consolidated subsidiaries                                                   |                                           |          | (7,297                          | )       |        |          | (14,879  | )      
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                 | Adjustment of interest rate hedges to fair market value                                           |                                           |          | 2,745                           |         |        |          | 22,616   |        
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                 | Other, net                                                                                        |                                           |          | 4,191                           |         |        |          | 6,677    |        
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                 | Changes in operating assets and liabilities, net of effects from consolidating acquired interests |                                           |          | (9,088                          | )       |        |          | 31,316   |        
|                                               |                                                                                 |                                                                                                   |                                           |          |                                 |         |        |         
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                 |                                                                                                   | Net cash provided by operating activities |          |                                 | 123,357 |        |          |          | 112,137 | 
|                                               |                                                                                 |                                                                                                   |                                           |          |                                 |         |        |         
|Investing activities:                          |                                                                                 |                                                                                                   |                                           |          |                                 |         |        |         
|                                              
|                                              
|                                              
|                                              
|                                               | Purchase of property and equipment                                              |                                                                                                   |                                           | (223,521 | )                               |         |        | (248,292 | )       
|                                              
|                                              
|                                              
|                                              
|                                               | Additions to licensing costs and other intangible assets                        |                                                                                                   |                                           | (15,431  | )                               |         |        | (33,540  | )       
|                                              
|                                              
|                                              
|                                              
|                                               | Proceeds from asset dispositions                                                |                                                                                                   |                                           | 5,102    |                                 |         |        |          |         
|                                              
|                                              
|                                              
|                                              
|                                               | Receipts from and (investments in) unconsolidated subsidiaries                  |                                                                                                   |                                           | (858     | )                               |         |        | 2,123    |         
|                                              
|                                              
|                                              
|                                              
|                                               | Long-term deposits                                                              |                                                                                                   |                                           | (18,655  | )                               |         |        |          |         
|                                              
|                                              
|                                              
|                                              
|                                               | Proceeds from sale of marketable securities                                     |                                                                                                   |                                           |          |                                 |         |        | 26,636   |         
|                                              
|                                              
|                                              
|                                              
|                                               | Purchase of marketable securities                                               |                                                                                                   |                                           |          |                                 |         |        | (3,896   | )       
|                                              
|                                              
|                                              
|                                              
|                                               | Payments to VoiceStream Wireless                                                |                                                                                                   |                                           |          |                                 |         |        | (24,500  | )       
|                                              
|                                              
|                                              
|                                              
|                                               | Purchase of minority interests in Western Wireless International                |                                                                                                   |                                           |          |                                 |         |        | (14,140  | )       
|                                               |                                                                                 |                                                                                                   |                                           |          |                                 |         |        |         
|                                               |                                                                                 | Net cash used in investing activities                                                             |                                           |          | (253,363                        | )       |        |          | (295,609 | )      
|                                               |                                                                                 |                                                                                                   |                                           |          |                                 |         |        |         
|Financing activities:                          |                                                                                 |                                                                                                   |                                           |          |                                 |         |        |         
|                                              
|                                              
|                                              
|                                              
|                                               | Additions to long-term debt                                                     |                                                                                                   |                                           | 171,132  |                                 |         |        | 650,097  |         
|                                              
|                                              
|                                              
|                                              
|                                               | Repayment of long-term debt                                                     |                                                                                                   |                                           | (53,662  | )                               |         |        | (440,022 | )       
|                                              
|                                              
|                                              
|                                              
|                                               | Minority interest contributions                                                 |                                                                                                   |                                           |          |                                 |         |        | 22,134   |         
|                                              
|                                              
|                                              
|                                              
|                                               | Other, net                                                                      |                                                                                                   |                                           | 1,323    |                                 |         |        | 4,002    |         
|                                               |                                                                                 |                                                                                                   |                                           |          |                                 |         |        |         
|                                               |                                                                                 | Net cash provided by financing activities                                                         |                                           |          | 118,793                         |         |        |          | 236,211  |        
|                                               |                                                                                 |                                                                                                   |                                           |          |                                 |         |        |         
|Effect of exchange rate changes on cash        |                                                                                 |                                                                                                   | 1,355                                     |          |                                 |         |        |         
|                                              
|                                              
|                                              
|                                              
|Change in cash and cash equivalents            |                                                                                 |                                                                                                   | (9,858                                    | )        |                                 |         | 52,739 |         
|                                              
|                                              
|                                              
|                                              
|Cash and cash equivalents, beginning of period |                                                                                 |                                                                                                   | 45,240                                    |          |                                 |         | 23,278 |         
|                                               |                                                                                 |                                                                                                   |                                           |          |                                 |         |        |         
|Cash and cash equivalents, end of period       |                                                                                 | $                                                                                                 | 35,382                                    |          |                                 | $       | 76,017 |         
|                                               |                                                                                 |                                                                                                   |                                           |          |                                 |         |        |         

See accompanying notes to condensed consolidated financial statements.

5



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



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

Western Wireless Corporation provides wireless communications services in
the United States of America principally through the ownership and operation of
cellular systems. The Company provides cellular operations primarily in rural
areas in 19 western states under the CELLULARONE® brand name. In April 2002,
the Company launched service in Amarillo, Texas under the Western Wireless®
brand name.

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.

Throughout this document, Western Wireless Corporation and its
subsidiaries are referred to as the Company, we, our or us. 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, 2001, has been derived from audited financial
statements. The unaudited interim condensed consolidated financial statements
dated September 30, 2002 and 2001, 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 for the year ended December 31, 2001,
contained in our Form 10-K dated March 29, 2002.



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

Supplemental Cash Flow Disclosure:

Cash paid for interest was $114.1 million and $116.5 million for the nine
months ended September 30, 2002 and 2001, respectively.

Reclassifications:

Certain amounts in prior years financial statements have been
reclassified to conform to the 2002 presentation.

Principles of Consolidation:

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. During the first quarter of 2002, we brought the results
of Bolivia and Haiti current with the date of the financial statements.
Entities accounted for using the equity method and our consolidated Ghanaian
subsidiary are presented on a one quarter lag. For the nine months ended
September 30, 2001, consolidated subsidiaries in Ghana, Bolivia and Haiti,
along with entities accounted for using the equity method, were recorded on a
one quarter lag. During the third quarter of 2001, we brought the results of
Iceland current with the date of the financial statements. The inclusion of an
additional quarter of operations for Bolivia and Haiti in the first quarter of
2002, and Iceland in the third quarter of 2001, had an insignificant impact on
our consolidated operating results.

Recently Issued Accounting Standards:

In July 2002, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 146, Accounting for
Costs Associated with Exit or Disposal Activities (SFAS No. 146). SFAS No.
146 requires companies to recognize costs associated with exit or disposal
activities when they are incurred rather than at the date of a commitment to an
exit or disposal plan. SFAS No. 146 supersedes Emerging Issues Task Force
Issue No. 94-3, Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred
in a Restructuring). SFAS No. 146 is to be applied prospectively to exit or
disposal activities initiated after December 31, 2002.

In April 2002, the FASB issued SFAS No. 145, Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections (SFAS No. 145). SFAS No. 145 requires that gains and losses
from the extinguishments of debt be classified as extraordinary items only if
they meet the criteria in Accounting Principles Board Opinion No. 30 (Opinion
No. 30). Applying the provisions of Opinion No. 30 will distinguish
transactions that are part of an entitys recurring operations from those that
are unusual and infrequent that meet criteria for classification as an
extraordinary item. We adopted the provisions of SFAS No. 145 during the
second quarter of 2002 and recognized a gain of $1.3 million in other income on
the repurchase of approximately $17 million of our 10 1/2% Senior Subordinated
Notes due 2006 and 2007.

In June 2001, the FASB issued SFAS No. 143, Accounting for Asset
Retirement Obligations (SFAS No. 143). This statement deals with the costs
of closing facilities and removing assets. SFAS No. 143 requires entities to
record the fair value of a legal liability for an asset retirement obligation
in the period it is incurred if a reasonable estimate of fair value can be
made. This cost is initially capitalized and amortized over the remaining life
of the underlying asset. Once the obligation is ultimately settled, any
difference between the final cost and the recorded liability is recognized as a
gain or loss on disposition. SFAS No. 143 is effective for us beginning
January 1, 2003. We are currently evaluating the impact this statement will
have on our future consolidated financial results.

6



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##### Table of Contents



On January 1, 2002, we adopted SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets (SFAS No. 144). SFAS No. 144
supersedes SFAS 121, Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of (SFAS No. 121). SFAS No. 144
primarily addresses significant issues relating to the implementation of SFAS
No. 121 and develops a single accounting model for long-lived assets to be
disposed of, whether previously held and used or newly acquired. We
periodically evaluate whether there has been any indication of impairment of
our long-lived assets.



|3. |  | Licensing Costs and Other Intangible Assets:
|-- |  | --------------------------------------------

On January 1, 2002, we adopted SFAS No. 142 Goodwill and Other Intangible
Assets (SFAS No. 142). SFAS No. 142 addresses how acquired goodwill and
other intangible assets are recorded upon their acquisition as well as how they
are to be accounted for after they have been initially recognized in the
financial statements. Under this statement, goodwill, including excess net
book value associated with equity method investments, and other intangible
assets with indefinite useful lives, on a prospective basis, will no longer be
amortized. Upon adoption of SFAS 142, we ceased amortization of our domestic
licenses as we determined that these assets meet the definition of indefinite
life intangible assets. The fair value of our domestic licenses was estimated
using the discounted present value of expected future cash flows. The
determination of fair value is a complex consideration that involves
significant assumptions and estimates. Assumptions and estimates made by us
were based on our best judgments and included among other things: (i) an
assessment of market and economic conditions including discount rates; (ii)
future operating performance; (iii) competition and market share; and (iv) the
nature and cost of technology utilized. We completed the assessment for
impairment of our indefinite life intangible assets required upon the
implementation of SFAS No. 142 and determined that in the aggregate they were
not impaired. We have also completed our annual impairment assessment of our
indefinite life intangible assets as of August 31, 2002 and determined that in
the aggregate they continue to not be impaired. Impairment must be assessed at
least annually for these assets, or when indications of impairment exist. It
is possible that future assessments could cause us to conclude that impairment
indications exist. Accordingly, there are no assurances that future valuations
will result in the conclusion that our domestic licenses are not impaired.

In connection with the adoption of SFAS No. 142, we have incurred a
non-cash charge of approximately $93.0 million for the nine months ended
September 30, 2002 as a provision for income taxes mainly to increase the
valuation allowance related to our net operating loss carryforwards. This
non-cash charge includes $71.4 million in one-time charges required because we
have significant deferred tax liabilities related to our domestic licenses.
Historically, we did not need a valuation allowance for the portion of our net
operating loss carryforward equal to the amount of license amortization
expected to occur during the net operating loss 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 net operating loss
carryforward period, we have increased the valuation allowance accordingly.
Further, since January 1, 2002, we continue to amortize our licenses for
federal income tax purposes. 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 non-cash charge as a provision
for income taxes of approximately $21.6 million for the nine months ended
September 30, 2002. The additional non-cash charge to the income tax provision
results from growth in our deferred tax liability that cannot be estimated to
reverse during our net operating loss carryforward period.

|                                               |                               |   |                        |           |                   |   |           |           | 
|---------------------------------------------- | ----------------------------- | - | ---------------------- | --------- | ----------------- | - | --------- | --------- | 
|                                               |                               |   | September 30, 2002     |           | December 31, 2001
|                                               |                               |   |                        |           |                  
|                                               |                               |   | (Dollars in thousands)
|Intangible assets subject to amortization:     |                               |   |                        |           |                   |   |           |          
|                                              
|                                              
|                                              
|                                              
|                                               | International licensing costs |   | $                      | 98,767    |                   |   | $         | 95,278    | 
|                                              
|                                              
|                                              
|                                              
|                                               | Deferred financing costs      |   |                        | 31,597    |                   |   |           | 27,155    | 
|                                              
|                                              
|                                              
|                                              
|                                               | Trademark and other           |   |                        | 16,824    |                   |   |           | 16,543    | 
|                                               |                               |   |                        |           |                   |   |           |          
|                                               |                               |   | 147,188                |           |                   |   | 138,976   |          
|                                              
|                                              
|                                              
|                                              
|Accumulated amortization                       |                               |   | (22,853                | )         |                   |   | (15,170   | )        
|                                               |                               |   |                        |           |                   |   |           |          
|                                               |                               |   | 124,335                |           |                   |   | 123,806   |          
|                                              
|                                              
|                                              
|                                              
|Intangible assets not subject to amortization: |                               |   |                        |           |                   |   |           |          
|                                              
|                                              
|                                              
|                                              
|                                               | Domestic licensing costs      |   |                        | 1,058,326 |                   |   |           | 1,060,710 | 
|                                               |                               |   |                        |           |                   |   |           |          
|                                               |                               | $ | 1,182,661              |           |                   | $ | 1,184,516 |          
|                                               |                               |   |                        |           |                   |   |           |          

We include the amortization of deferred financing costs in interest and
financing expense. The following table represents current and expected
amortization expense, excluding deferred financing costs, for each of the
following periods:

|                                |                                               |  |                        |       | 
|------------------------------- | --------------------------------------------- |  | ---------------------- | ----- | 
|                                |                                               |  | (Dollars in thousands)
|Aggregate amortization expense: |                                               |  |                        |      
|                               
|                               
|                               
|                               
|                                | For the nine months ended September 30, 2002  |  | $                      | 5,883 | 
|                               
|                               
|                               
|                               
|Expected amortization expense:  |                                               |  |                        |      
|                               
|                               
|                               
|                               
|                                | For the three months ending December 31, 2002 |  | $                      | 1,860 | 
|                               
|                               
|                               
|                               
|                                | For the year ending December 31, 2003         |  | $                      | 7,442 | 
|                               
|                               
|                               
|                               
|                                | For the year ending December 31, 2004         |  | $                      | 7,442 | 
|                               
|                               
|                               
|                               
|                                | For the year ending December 31, 2005         |  | $                      | 7,442 | 
|                               
|                               
|                               
|                               
|                                | For the year ending December 31, 2006         |  | $                      | 7,442 | 

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The following table reconciles our net loss adjusted to exclude
amortization expense related to intangible assets, assuming the adoption of
SFAS No, 142 had occurred on January 1, 2001:

|                                  |                      |   |                                 |       |      |   |          |       |  
|--------------------------------- | -------------------- | - | ------------------------------- | ----- | ---- | - | -------- | ----- | -
|                                  |                      |   | Nine months ended September 30,
|                                  |                      |   |                                
|                                  |                      |   | 2002                            |       | 2001
|                                  |                      |   |                                 |       |     
|                                  |                      |   | (Dollars in thousands,         
|                                  |                      |   | except per share data)         
|Net loss                          |                      | $ | (141,673                        | )     |      | $ | (103,669 | )    
|                                 
|                                 
|                                 
|                                 
|Add back: License amortization    |                      |   |                                 |       |      |   | 22,503   |      
|                                  |                      |   |                                 |       |      |   |          |      
|Adjusted net loss                 |                      | $ | (141,673                        | )     |      | $ | (81,166  | )    
|                                  |                      |   |                                 |       |      |   |          |      
|Basic and diluted loss per share: |                      |   |                                 |       |      |   |          |      
|                                 
|                                 
|                                 
|                                 
|                                  | Net loss             |   | $                               | (1.79 | )    |   | $        | (1.32 | )
|                                 
|                                 
|                                 
|                                 
|                                  | License amortization |   |                                 |       |      |   |          | 0.29  |  
|                                  |                      |   |                                 |       |      |   |          |      
|                                  | Adjusted net loss    |   | $                               | (1.79 | )    |   | $        | (1.03 | )
|                                  |                      |   |                                 |       |      |   |          |      



|4. |  | Debt:
|-- |  | -----

Long-Term Debt:

|                                           |            |   |                        |           |                   |   |           |           | 
|------------------------------------------ | ---------- | - | ---------------------- | --------- | ----------------- | - | --------- | --------- | 
|                                           |            |   | September 30, 2002     |           | December 31, 2001
|                                           |            |   |                        |           |                  
|                                           |            |   | (Dollars in thousands)
|Credit Facility:                           |            |   |                        |           |                   |   |           |          
|                                          
|                                          
|                                          
|                                          
|                                           | Revolvers  |   | $                      | 700,000   |                   |   | $         | 640,000   | 
|                                          
|                                          
|                                          
|                                          
|                                           | Term Loans |   |                        | 1,100,000 |                   |   |           | 1,100,000 | 
|                                          
|                                          
|                                          
|                                          
|10 1/2% Senior Subordinated Notes Due 2006 |            |   | 187,050                |           |                   |   | 200,000   |          
|                                          
|                                          
|                                          
|                                          
|10 1/2% Senior Subordinated Notes Due 2007 |            |   | 196,000                |           |                   |   | 200,000   |          
|                                          
|                                          
|                                          
|                                          
|tele.ring
Term Loan                        |            |   | 114,208                |           |                   |   | 63,374    |          
|                                          
|                                          
|                                          
|                                          
|Slovenian Credit Facility                  |            |   | 52,532                 |           |                   |   |           |          
|                                          
|                                          
|                                          
|                                          
|Icelandic Credit Facility                  |            |   | 22,156                 |           |                   |   | 22,687    |          
|                                          
|                                          
|                                          
|                                          
|Bolivian Bridge Loan                       |            |   | 34,700                 |           |                   |   | 21,145    |          
|                                          
|                                          
|                                          
|                                          
|Irish Bridge Loan                          |            |   |                        |           |                   |   | 17,716    |          
|                                          
|                                          
|                                          
|                                          
|Other                                      |            |   | 16,709                 |           |                   |   | 27,923    |          
|                                           |            |   |                        |           |                   |   |           |           | 
|                                           |            |   | 2,423,355              |           |                   |   | 2,292,845 |          
|                                          
|                                          
|                                          
|                                          
|Less current portion                       |            |   | (121,390               | )         |                   |   | (55,471   | )        
|                                           |            |   |                        |           |                   |   |           |          
|                                           |            | $ | 2,301,965              |           |                   | $ | 2,237,374 |          
|                                           |            |   |                        |           |                   |   |           |          

The aggregate amounts of principal maturities as of September 30, 2002,
are as follows:

|                                      |            |   |                        |         | 
|------------------------------------- | ---------- | - | ---------------------- | ------- | 
|                                      |            |   | (Dollars in thousands)
|Three months ending December 31, 2002 |            | $ | 3,239                  |        
|                                     
|                                     
|                                     
|                                     
|Year ending December 31,              |            |   |                        |        
|                                     
|                                     
|                                     
|                                     
|                                      | 2003       |   |                        | 147,555 | 
|                                     
|                                     
|                                     
|                                     
|                                      | 2004       |   |                        | 203,610 | 
|                                     
|                                     
|                                     
|                                     
|                                      | 2005       |   |                        | 309,468 | 
|                                     
|                                     
|                                     
|                                     
|                                      | 2006       |   |                        | 567,053 | 
|                                     
|                                     
|                                     
|                                     
|                                      | 2007       |   |                        | 515,883 | 
|                                     
|                                     
|                                     
|                                     
|                                      | Thereafter |   |                        | 676,547 | 
|                                      |            |   |                        |        
|                                      |            | $ | 2,423,355              |        
|                                      |            |   |                        |        

Bolivian Bridge Loan:

In October 2002, NuevaTel S.A. (NuevaTel), a subsidiary in which WWI
holds a 70% interest, extended the maturity date of its bridge loan facility
agreement (the Bolivian Bridge Loan) from October 2002 to January 2003.
Minimum net worth, minimum cash flow, and capitalization ratio covenants have also been extended.

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Irish Bridge Loan:

In April 2001, Meteor Mobile Communications Limited (MMC), a subsidiary
of WWI, entered into a bridge loan facility agreement (the Irish Bridge Loan)
with two banks to provide funding for the development and operation of MMCs
network in Ireland. In April 2002, a subsidiary of WWI repaid the remainder of
the outstanding principal plus interest.

Slovenian Credit Facility:

In April 2002, Western Wireless International d.o.o. (Vega), a
subsidiary of WWI, 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 total amount
of the Slovenian Credit Facility is 116 million euro. Under the terms of the
Slovenian Credit Facility, all outstanding principal is required to be repaid
in predetermined semi-annual installments beginning on May 30, 2004 and ending
on November 30, 2009. Interest is accrued primarily at EURIBOR plus an
applicable margin, ranging from 0.40% to 3.25% based on Vegas financial and
technical performance. Further, the Slovenian Credit Facility requires Vega to
enter into interest rate hedge agreements on a predetermined schedule based on
expected borrowings under the Slovenian Credit Facility to manage the interest
rate exposure.

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 under the following
circumstances: failure to meet specified network construction milestones, the
subsidiarys insolvency or abandonment of the project. Further, WWIC has made
a commitment that is collateralized by cash to contribute up to a maximum of 16
million euro in additional capital to provide for revenue or operating cash
flow shortfalls and cash balance and other deficiencies, if any. In October 2002,
certain covenants under the Slovenian Credit Facility were amended for which
WWI has made an equity contribution to Vega of 3 million euro in October 2002
and has agreed to make an additional equity contribution of 6 million euro by
January 2003. As of September 30, 2002, Vega had drawn $53
million and had approximately
62 million
euro available to borrow under the Slovenian Credit Facility,
27 million euro of which
is restricted for payment on future purchases by Vega from its equipment
supplier.



|5. |  | Commitments and Contingencies
|-- |  | -----------------------------

Purchase Commitments:

In order to ensure adequate supply and availability of certain wireless
system equipment requirements and service needs, a subsidiary of WWI has
committed to purchase wireless communications equipment and services from a
supplier. As of September 30, 2002, $6 million was outstanding under this
commitment which expires in March 2004.

International Contingencies:

Côte dIvoire:

WWI owns a 40% interest in Cora de Comstar (Cora), which has operated
under a provisional operating license since the company was formed in 1995.
This interest is accounted for by WWI on the equity method. When the
provisional license was issued to Cora, the government established certain
conditions by which the provisional license would become a long-term license.
On July 6, 2001, the government announced its intention to require Cora and the
two other wireless operators in Côte dIvoire to each pay a license fee of 40
billion CFA francs, or approximately $53 million, in order to obtain their
long-term licenses. WWI believes that this requirement violates the terms of
the provisional license and is a breach of Coras contract with the government.
However, in February 2002, Cora agreed to an interim payment plan of
approximately $0.1 million per month, funded by Coras operating cash flows,
until Cora is able to obtain additional funding or renegotiates the license fee
and terms. Despite the ongoing negotiations, the government issued Cora the
long-term license in the second quarter of 2002. In September 2002, rebels in
opposition to the Ivorian government attempted a coup and gained control of
northern sections of the country. Cora continues to be operational and WWI
continues to monitor the situation. WWIs net investment in Cora at September
30, 2002 is approximately $5 million.

Ghana:

Under the terms of the Ghana license, a subsidiary of WWI, Western
Telesystems Ghana Limited (Westel) was required to meet certain customer
levels and build-out requirements by February 2002. Due to the inability of
the regulator to provide spectrum and enforce interconnection with the
incumbent telephone company, all development has been stifled. Westel was
unable to meet the required customer levels. The National Communication
Authority of Ghana (NCA) has assessed a penalty claim of
$71 million against Westel for not
meeting these build-out requirements. Westel is in continued discussions with
the NCA and other government officials to settle these matters and does not
believe the enforcement of these penalties is probable. WWIs net investment
in Westel at September 30, 2002 is approximately $5 million.

Austria:

A
dispute has arisen between tele.ring and Vodafone regarding
Vodafones refusal to fund the full amount of a recent borrowing
request by tele.ring pending the receipt by Vodafone of certain
information. tele.ring does not believe Vodafone is entitled to the
additional information or to delay the advance of the requested
borrowing pending delivery of such information. The failure of
tele.ring to obtain such funding or future fundings from Vodafone or
another source could materially adversely affect the operations of
tele.ring.

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6.      Stock Appreciation Rights Plan:

Selected key personnel of WWI and its subsidiaries participate in the WWI
Stock Appreciation Rights Plan (the SAR Plan). The fair value of the SAR
Plan is based upon managements estimates at the time, considering various
factors and is approved by WWIs board of directors. Such rights do not
represent an equity interest in WWI, only a right to compensation under the
terms of the SAR Plan. Effective July 1, 2002, WWIs board of directors
approved an amendment to the SAR Plan, providing for quarterly valuations.
Quarterly valuations reflect current market conditions. Based on the most
recent valuation, WWI recorded a reversal of compensation expense of
approximately $5.5 million during the three and nine months ended September 30,
2002.

7.      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 per share is calculated using the weighted-average number of shares
outstanding during the period. Diluted income per share is computed on the
basis of the weighted-average number of common shares outstanding plus the
dilutive effect of outstanding stock options using the treasury stock method.

Income (loss) per share is calculated using the weighted-average number of
shares of outstanding stock during the period. For those periods presented
with net losses, any stock options outstanding are antidilutive, thus basic and
diluted loss per share are equal. Weighted average shares issuable upon the
exercise of stock options, which were not included in the calculation were
2,706,700 and 1,929,800 for the nine months ended September 30, 2002 and 2001,
respectively, because they were antidilutive.

The components of basic and diluted loss per share are as follows:

|                                  |                                                           |                   |       |                                               |            |                                 |       |         |            |      |       |          |            |   |       |         |            |  
|--------------------------------- | --------------------------------------------------------- | ----------------- | ----- | --------------------------------------------- | ---------- | ------------------------------- | ----- | ------- | ---------- | ---- | ----- | -------- | ---------- | - | ----- | ------- | ---------- | -
|                                  |                                                           |                   |       | Three months ended September 30,              |            | Nine months ended September 30,
|                                  |                                                           |                   |       |                                               |            |                                
|                                  |                                                           |                   |       | 2002                                          |            | 2001                            |       | 2002    |            | 2001
|                                  |                                                           |                   |       |                                               |            |                                 |       |         |            |     
|                                  |                                                           |                   |       | (Dollars in thousands, except per share data)
|Numerator:                        |                                                           |                   |       |                                               |            |                                 |       |         |            |      |       |          |            |   |       |        
|                                 
|                                 
|                                 
|                                 
|                                  | Net loss before cumulative change
in accounting principle |                   | $     | (15,916                                       | )          |                                 | $     | (66,758 | )          |      | $     | (141,673 | )          |   | $     | (98,089 | )         
|                                 
|                                 
|                                 
|                                 
|                                  | Cumulative change in accounting
principle                 |                   |       |                                               |            |                                 |       |         |            |      |       |          |            |   |       | (5,580  | )         
|                                  |                                                           |                   |       |                                               |            |                                 |       |         |            |      |       |          |            |   |       |        
|                                  |                                                           | Net loss          |       | $                                             | (15,916    | )                               |       | $       | (66,758    | )    |       | $        | (141,673   | ) |       | $       | (103,669   | )
|                                  |                                                           |                   |       |                                               |            |                                 |       |         |            |      |       |          |            |   |       |        
|Denominator:                      |                                                           |                   |       |                                               |            |                                 |       |         |            |      |       |          |            |   |       |        
|                                 
|                                 
|                                 
|                                 
|                                  | Weighted-average shares outstanding:                      |                   |       |                                               |            |                                 |       |         |            |      |       |          |            |   |       |         |           
|                                 
|                                 
|                                 
|                                 
|                                  |                                                           | Basic and diluted |       |                                               | 78,969,000 |                                 |       |         | 78,714,000 |      |       |          | 78,950,000 |   |       |         | 78,564,000 |  
|                                  |                                                           |                   |       |                                               |            |                                 |       |         |            |      |       |          |            |   |       |        
|Basic and diluted loss per share: |                                                           |                   |       |                                               |            |                                 |       |         |            |      |       |          |            |   |       |        
|                                 
|                                 
|                                 
|                                 
|                                  | Before cumulative change in
accounting principle          |                   | $     | (0.20                                         | )          |                                 | $     | (0.85   | )          |      | $     | (1.79    | )          |   | $     | (1.25   | )         
|                                 
|                                 
|                                 
|                                 
|                                  | Cumulative change in accounting
principle                 |                   |       |                                               |            |                                 |       |         |            |      |       |          |            |   |       | (0.07   | )         
|                                  |                                                           |                   |       |                                               |            |                                 |       |         |            |      |       |          |            |   |       |        
|Basic and diluted loss per share  |                                                           | $                 | (0.20 | )                                             |            | $                               | (0.85 | )       |            | $    | (1.79 | )        |            | $ | (1.32 | )      
|                                  |                                                           |                   |       |                                               |            |                                 |       |         |            |      |       |          |            |   |       |        

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8.      Acquisitions and Dispositions:

Iceland Disposition:

In October 2002, WWI entered into a definitive agreement to sell its
majority ownership interest in its Icelandic subsidiary, TAL h.f., for
approximately $28 million in cash, which includes a repayment of a loan to
WWI. This transaction will result in a gain on the sale. As part of the definitive agreement, the buyer
will assume, refinance or repay the remaining principal and interest
outstanding under the Icelandic credit facility. The transaction, which is
subject to, among other conditions, certain regulatory approvals, is expected
to close in the fourth quarter of 2002.

The following are the major classes of assets and liabilities of TAL as of
September 30, 2002 (dollars in thousands):

|                |                                    |   |        |        |  |  |  |  |  |  |  |  |  |  |  |  | 
|--------------- | ---------------------------------- | - | ------ | ------ |  |  |  |  |  |  |  |  |  |  |  |  | 
|ASSETS          |                                    |   |        |       
|               
|               
|               
|               
|                | Current assets                     |   | $      | 7,644  | 
|               
|               
|               
|               
|                | Property, plant and equipment, net |   |        | 17,550 | 
|               
|               
|               
|               
|                | Licensing costs and other          |   |        | 3,623  | 
|                |                                    |   |        |       
|                |                                    |   | 28,817 |       
|               
|               
|               
|               
|LIABILITIES     |                                    |   |        |       
|               
|               
|               
|               
|                | Current liabilities                |   |        | 5,390  | 
|               
|               
|               
|               
|                | Current portion of long-term debt  |   |        | 5,284  | 
|               
|               
|               
|               
|                | Other non-current liabilities      |   |        | 2,344  | 
|                | Long-term debt                     |   |        | 20,179 | 
|                |                                    |   |        |       
|                |                                    |   | 33,197 |       
|                |                                    |   |        |       
|NET LIABILITIES |                                    | $ | 4,380  |       
|                |                                    |   |        |       

Asset Dispositions:

We have implemented 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. We also sold certain Specialized
Mobile Radio (SMR) and Competitive Local Exchange Carrier (CLEC) assets and
recognized a gain of approximately $1.3 million in the third quarter of 2002.

North Dakota 3:

In June 2002, we were notified that we were the high bidder for the North
Dakota 3 Rural Service Area (RSA) license by the FCC for approximately $9.4
million. The purchase of the license was completed in September 2002.

Austrian UMTS Acquisition:

In April 2002, an indirect wholly owned subsidiary of WWI, exercised its
option to acquire 100% of the stock of EKOM 3G Mobilfunk GmbH, formerly known
as Mannesmann 3G Mobilfunk GmbH (an indirect wholly-owned subsidiary of
Vodafone), holder of an Austrian UMTS license for assumption of $0.5 million of
liabilities. The acquired entity currently has no ongoing operations.

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9.      Segment Information:

Our operations are overseen by domestic and international management teams
each reporting to our Chief Executive Officer. 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. Certain centralized back office costs and assets benefit
all of our operations. These costs are allocated to both segments in a manner
which reflects the relative time devoted to each of the segments.

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

|                                      |                                       |  |                        |           |               |  |              |         |   |  |   |           |  
|------------------------------------- | ------------------------------------- |  | ---------------------- | --------- | ------------- |  | ------------ | ------- | - |  | - | --------- | -
|                                      |                                       |  | Domestic               |           | International |  |              |         |  
|                                      |                                       |  | Operations             |           | Operations    |  | Consolidated
|                                      |                                       |  |                        |           |               |  |             
|                                      |                                       |  | (Dollars in thousands)
|Three months ended September 30, 2002 |                                       |  |                        |           |               |  |              |         |   |  |   |          
|                                     
|                                     
|                                     
|                                     
|                                      | Total revenues                        |  | $                      | 228,476   |               |  | $            | 87,343  |   |  | $ | 315,819   |  
|                                     
|                                     
|                                     
|                                     
|                                      | Depreciation and amortization expense |  |                        | 49,281    |               |  |              | 12,670  |   |  |   | 61,951    |  
|                                     
|                                     
|                                     
|                                     
|                                      | Interest and financing expense, net   |  |                        | 26,726    |               |  |              | 12,401  |   |  |   | 39,127    |  
|                                     
|                                     
|                                     
|                                     
|                                      | Net income (loss)                     |  |                        | 7,704     |               |  |              | (23,620 | ) |  |   | (15,916   | )
|                                     
|                                     
|                                     
|                                     
|                                      | Total capital expenditures            |  |                        | 40,409    |               |  |              | 22,652  |   |  |   | 63,061    |  
|                                     
|                                     
|                                     
|                                     
|Nine months ended September 30, 2002  |                                       |  |                        |           |               |  |              |         |   |  |   |          
|                                     
|                                     
|                                     
|                                     
|                                      | Total revenues                        |  | $                      | 662,344   |               |  | $            | 242,926 |   |  | $ | 905,270   |  
|                                     
|                                     
|                                     
|                                     
|                                      | Depreciation and amortization expense |  |                        | 145,973   |               |  |              | 36,081  |   |  |   | 182,054   |  
|                                     
|                                     
|                                     
|                                     
|                                      | Interest and financing expense, net   |  |                        | 83,761    |               |  |              | 34,036  |   |  |   | 117,797   |  
|                                     
|                                     
|                                     
|                                     
|                                      | Net loss                              |  |                        | (60,447   | )             |  |              | (81,226 | ) |  |   | (141,673  | )
|                                     
|                                     
|                                     
|                                     
|                                      | Total capital expenditures            |  |                        | 106,152   |               |  |              | 117,369 |   |  |   | 223,521   |  
|                                     
|                                     
|                                     
|                                     
|At September 30, 2002                 |                                       |  |                        |           |               |  |              |         |   |  |   |          
|                                     
|                                     
|                                     
|                                     
|                                      | Total assets                          |  | $                      | 1,810,532 |               |  | $            | 567,211 |   |  | $ | 2,377,743 |  

|                                      |                                           |  |                        |           |               |  |              |          |   |  |   |           |  
|------------------------------------- | ----------------------------------------- |  | ---------------------- | --------- | ------------- |  | ------------ | -------- | - |  | - | --------- | -
|                                      |                                           |  | Domestic               |           | International |  |              |          |  
|                                      |                                           |  | Operations             |           | Operations    |  | Consolidated
|                                      |                                           |  |                        |           |               |  |             
|                                      |                                           |  | (Dollars in thousands)
|Three months ended September 30, 2001 |                                           |  |                        |           |               |  |              |          |   |  |   |          
|                                     
|                                     
|                                     
|                                     
|                                      | Total revenues                            |  | $                      | 231,896   |               |  | $            | 65,941   |   |  | $ | 297,837   |  
|                                     
|                                     
|                                     
|                                     
|                                      | Depreciation and amortization expense     |  |                        | 50,621    |               |  |              | 6,799    |   |  |   | 57,420    |  
|                                     
|                                     
|                                     
|                                     
|                                      | Interest and financing expense, net       |  |                        | 34,398    |               |  |              | 8,290    |   |  |   | 42,688    |  
|                                     
|                                     
|                                     
|                                     
|                                      | Net loss                                  |  |                        | (16,163   | )             |  |              | (50,595  | ) |  |   | (66,758   | )
|                                     
|                                     
|                                     
|                                     
|                                      | Total capital expenditures                |  |                        | 62,003    |               |  |              | 31,005   |   |  |   | 93,008    |  
|                                     
|                                     
|                                     
|                                     
|Nine months ended September 30, 2001  |                                           |  |                        |           |               |  |              |          |   |  |   |          
|                                     
|                                     
|                                     
|                                     
|                                      | Total revenues                            |  | $                      | 691,234   |               |  | $            | 95,639   |   |  | $ | 786,873   |  
|                                     
|                                     
|                                     
|                                     
|                                      | Depreciation and amortization expense     |  |                        | 135,213   |               |  |              | 17,511   |   |  |   | 152,724   |  
|                                     
|                                     
|                                     
|                                     
|                                      | Interest and financing expense, net       |  |                        | 107,302   |               |  |              | 18,304   |   |  |   | 125,606   |  
|                                     
|                                     
|                                     
|                                     
|                                      | Cumulative change in accounting principle |  |                        | (6,600    | )             |  |              | 1,020    |   |  |   | (5,580    | )
|                                     
|                                     
|                                     
|                                     
|                                      | Net income (loss)                         |  |                        | 4,720     |               |  |              | (108,389 | ) |  |   | (103,669  | )
|                                     
|                                     
|                                     
|                                     
|                                      | Total capital expenditures                |  |                        | 150,441   |               |  |              | 97,851   |   |  |   | 248,292   |  
|                                     
|                                     
|                                     
|                                     
|At September 30, 2001                 |                                           |  |                        |           |               |  |              |          |   |  |   |          
|                                     
|                                     
|                                     
|                                     
|                                      | Total assets                              |  | $                      | 1,810,271 |               |  | $            | 476,773  |   |  | $ | 2,287,044 |  

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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, both nationally and in the regions in which
Western Wireless operates; technology changes; competition; changes in business
strategy or development plans; the high leverage of Western Wireless; the
ability to attract and retain qualified personnel; existing governmental
regulations and changes in, or the failure to comply with, governmental
regulations; liability and other claims asserted against Western Wireless; and
other factors referenced in Western Wireless public offering prospectuses and
its periodic reports filed with the Securities and Exchange Commission.

Given these uncertainties, readers are cautioned not to place undue
reliance on such forward-looking statements.Western Wireless 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 of America. 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, 2001. The
preparation of our financial statements requires management to make estimates
and judgments that affect the reported amount of assets, liabilities, revenues
and expenses, and related disclosure of contingent assets and liabilities
during the periods reported. 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, investments in
unconsolidated affiliates, income taxes and contingencies. We base our
estimates on historical experience, where applicable, and other assumptions
that we believe are reasonable under the circumstances. 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 own FCC licenses to provide such
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 (BTA). In September 2002, we
purchased the North Dakota 3 RSA license from the FCC. This RSA is included in
the 88 RSAs discussed above as we have historically provided service in this
area through an interim operating authority.

During the third quarter, we continued to deploy CDMA services throughout
our territory and now cover approximately 50% of our population with CDMA.

At September 30, 2002, we owned approximately 98% of Western Wireless
International Holding Corporation (WWI) and the balance was owned by Bradley
Horwitz, Executive Vice President and President of WWI. WWI, through
consolidated interests in subsidiaries and operating joint ventures, is a
provider of wireless and other communications services in ten countries. WWI
owns controlling interests in seven of these countries: Slovenia, Austria,
Ireland, Bolivia, Iceland, Haiti and Ghana. These seven entities are
consolidated into our financial results. Côte dIvoire, Croatia and Georgia
are accounted for using the equity method. In October 2002, WWI entered into a
definitive agreement to sell its majority ownership interest in its Icelandic
subsidiary.

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. During the first quarter of 2002, we brought the
results of Bolivia and Haiti current with the date of the financial statements.
Our consolidated Ghanaian entity and entities accounted for using the equity
method continue to be presented on a one quarter lag. For the first nine
months of 2001, consolidated subsidiaries in Ghana, Bolivia and Haiti, along
with entities accounted for using the equity method were recorded on a one
quarter lag. During the third quarter of 2001, we brought the results of
Iceland current with the date of the financial statements. The inclusion of an
additional quarter of operations for Bolivia and Haiti in the first quarter of
2002, and Iceland in the third quarter of 2001, had an insignificant impact on
our consolidated operating results.

Results of Domestic Operations for the Three and Nine Months Ended
September 30, 2002 and 2001

We had 1,176,100 domestic subscribers at September 30, 2002. This
represents an increase of 10,800 compared to June 30, 2002, and a decrease of
400 compared to December 31, 2001. We had 1,157,500 domestic subscribers at
September 30, 2001. This represents an increase of 41,000 and 108,000
compared to June 30, 2001 and December 31, 2000, respectively.

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##### Table of Contents



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

|                    |                                    |                          |        |                                  |         |                                 |        |         |         |      |         |         |         |   |         |         |         | 
|------------------- | ---------------------------------- | ------------------------ | ------ | -------------------------------- | ------- | ------------------------------- | ------ | ------- | ------- | ---- | ------- | ------- | ------- | - | ------- | ------- | ------- | 
|                    |                                    |                          |        | Three months ended September 30, |         | Nine months ended September 30,
|                    |                                    |                          |        |                                  |         |                                
|                    |                                    |                          |        | 2002                             |         | 2001                            |        | 2002    |         | 2001
|                    |                                    |                          |        |                                  |         |                                 |        |         |         |     
|                    |                                    |                          |        | (Dollars in thousands)          
|Revenues:           |                                    |                          |        |                                  |         |                                 |        |         |         |      |         |         |         |   |         |        
|                   
|                   
|                   
|                   
|                    | Subscriber revenues                |                          | $      | 156,233                          |         |                                 | $      | 157,093 |         |      | $       | 453,910 |         |   | $       | 467,182 |        
|                   
|                   
|                   
|                   
|                    | Roamer revenues                    |                          |        | 61,500                           |         |                                 |        | 60,228  |         |      |         | 173,351 |         |   |         | 189,941 |        
|                   
|                   
|                   
|                   
|                    | Equipment sales and other revenues |                          |        | 10,743                           |         |                                 |        | 14,575  |         |      |         | 35,083  |         |   |         | 34,111  |        
|                    |                                    |                          |        |                                  |         |                                 |        |         |         |      |         |         |         |   |         |        
|                    |                                    | Total revenues           |        | $                                | 228,476 |                                 |        | $       | 231,896 |      |         | $       | 662,344 |   |         | $       | 691,234 | 
|                   
|                   
|                   
|                   
|Operating expenses: |                                    |                          |        |                                  |         |                                 |        |         |         |      |         |         |         |   |         |        
|                   
|                   
|                   
|                   
|                    | Cost of service                    |                          | $      | 46,781                           |         |                                 | $      | 48,648  |         |      | $       | 137,272 |         |   | $       | 145,832 |        
|                   
|                   
|                   
|                   
|                    | Cost of equipment sales            |                          |        | 19,771                           |         |                                 |        | 23,400  |         |      |         | 57,503  |         |   |         | 52,544  |        
|                   
|                   
|                   
|                   
|                    | General and administrative         |                          |        | 37,533                           |         |                                 |        | 42,049  |         |      |         | 110,368 |         |   |         | 126,779 |        
|                   
|                   
|                   
|                   
|                    | Sales and marketing                |                          |        | 30,719                           |         |                                 |        | 32,319  |         |      |         | 86,673  |         |   |         | 94,627  |        
|                   
|                   
|                   
|                   
|                    | Depreciation and amortization      |                          |        | 49,281                           |         |                                 |        | 50,621  |         |      |         | 145,973 |         |   |         | 135,213 |        
|                   
|                   
|                   
|                   
|                    | Asset dispositions                 |                          |        | (1,252                           | )       |                                 |        |         |         |      |         | 6,304   |         |   |         |         |        
|                   
|                   
|                   
|                   
|                    | Stock based compensation           |                          |        |                                  |         |                                 |        | 1,325   |         |      |         |         |         |   |         | 3,701   |        
|                    |                                    |                          |        |                                  |         |                                 |        |         |         |      |         |         |         |   |         |        
|                    |                                    | Total operating expenses |        | $                                | 182,833 |                                 |        | $       | 198,362 |      |         | $       | 544,093 |   |         | $       | 558,696 | 
|                    |                                    |                          |        |                                  |         |                                 |        |         |         |      |         |         |         |   |         |        
|EBITDA              |                                    | $                        | 93,672 |                                  |         | $                               | 85,480 |         |         | $    | 270,528 |         |         | $ | 271,452 |        

Domestic Revenues

Subscriber revenue remained relatively flat for the three months ended
September 30, 2002 compared to the same period a year ago. Monthly average
revenue per subscriber (ARPU) was $44.48 for the three months ended September
30, 2002, a $1.57, or 3.4%, decline from $46.05 for the three months ended
September 30, 2001. The decrease in subscriber revenues for the nine month
period ended September 30, 2002, compared to the same period one year ago is
due mainly to a decrease in ARPU. ARPU was $42.88 for the nine months ended
September 30, 2002, a $4.16, or 8.8%, decline from $47.04 for the nine months
ended September 30, 2001. The decline in ARPU is the result of several factors
including: (i) larger home calling areas; (ii) more rate plans that included
long distance at no additional charge; and (iii) an increase in the number of
rate plans that share minutes with an existing plan at a lower access rate. We
continue to focus on attracting and retaining customers with rate plans that
provide more features and included minutes at a higher average recurring access
charge. New rate plans offered in 2002 have slowed the decline in ARPU and we
expect that trend to continue.

Roamer revenue increased slightly for the three month period ended
September 30, 2002 compared to the same period a year ago due to growth in
roamer minutes with digital carriers partially offset by lower rates. Roamer
revenue decreased for the nine months ended September 30, 2002, compared to the
same period a year ago due mainly to a year-over-year decrease in the roamer
rate with AT&T Wireless Services, Inc. (AT&T Wireless), our largest roaming
partner, partially offset by growth in roamer minutes. We extended our
original roaming agreement with AT&T Wireless at a lower rate effective June
16, 2001. In March 2002, we entered into an additional extension of our
roaming agreement with AT&T Wireless. The latest extension became effective
June 16, 2002 and remains in effect until June 15, 2006. In the first year,
the extended agreement provides for lower per minute rates compared to the
contractual rates that expired June 15, 2002. The extended agreement also
provides for slight rate decreases charged to AT&T Wireless in both the second
and third year of the agreement. Additionally, in April 2002, we signed new
roaming agreements with Cingular Wireless (Cingular) and Verizon Wireless
Corporation (Verizon) effective through April 2005. We expect increased
volumes from Cingular, Verizon and AT&T Wireless to offset most if not all of
the contractual rate reductions and expect year-over-year roaming revenue to
show a slight increase.

Equipment sales and other revenues for the three months ended September
30, 2002, which consist primarily of wireless handset and accessory sales to
customers, decreased compared to the three months ended September 30, 2001.
This decrease was due mainly to a decrease in other revenues resulting from the
disposition of certain minor non-core operations. Equipment sales and other
revenues for the nine months ended September 30, 2002 increased compared to the
same period a year ago due primarily to an increase in the average revenue per
handset sold. This was the result of an increase in the number of digital
handsets sold partially offset by a decrease in the volume of handsets sold.
In addition, other revenue decreased due to the disposition of certain minor
non-core operations as discussed above. As the cost of digital handsets
continues to decline, we expect to pass these savings on to our customers.
However, we expect to continue to sell these handsets at higher prices than we
historically sold analog handsets.

Domestic Operating Expenses

The decrease in cost of service for the three and nine months ended
September 30, 2002, compared to the same periods one year ago is mainly
attributable to decreased off network roaming costs for our customers as a
result of reciprocal pricing contained in our new roaming agreements with AT&T
Wireless, Cingular and Verizon. These decreases were partially offset by
increased costs associated with supporting an increase in the number of
subscriber and roamer minutes of use. Domestic cost of service per minute of
use (MOU) decreased to $0.03 per MOU for both the three and nine month period
ended September 30, 2002, compared to $0.04 for the three months ended
September 30, 2001, and $0.05 for the nine months ended September 30, 2001.
The decrease in domestic cost of service per MOU is due mainly to the decrease
in off network roaming costs previously discussed. In addition, we continue to
see the fixed cost components of cost of service increasing at a slower rate
than variable costs on a per minute basis. We expect domestic cost of service
to continue to be down on a year-over-year basis through the end of 2002 due to
continued savings in off network roaming costs. Further, we expect domestic
cost of service per MOU to continue to gradually decline as greater economies
of scale continue to be realized.

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General and administrative costs decreased for the three and nine month
periods ended September 30, 2002, compared to the same periods one year ago
primarily as the result of lower bad debt expense and lower billing costs. Our
domestic general and administrative monthly cost per average subscriber for the
three months ended September 30, 2002, decreased to $10.69 from $12.33 for the
three months ended September 30, 2001. Our domestic general and administrative
monthly cost per average subscriber for the nine months ended September 30,
2002, decreased to $10.43 from $12.77 for the nine months ended September 30,
2001. We anticipate cost efficiencies to continue on a per domestic subscriber
basis in 2002 as compared to 2001.

Sales and marketing costs, including the loss on equipment sales,
decreased for the three and nine month periods ended September 30, 2002,
compared to the same periods one year ago due primarily to a decrease in
domestic gross subscriber additions, partially offset by higher average cost
per gross subscriber addition. The increase in the average cost per gross
subscriber addition results mainly from fixed sales and marketing costs,
including cost of retaining existing subscribers, being spread over fewer gross
subscriber adds.

Cost of equipment sales decreased for the three months ended September 30,
2002, compared to the same period in 2001 as a result of a decrease in the
volume of handsets sold partially offset by an increase in the average per unit
cost of handsets sold due to a greater proportion of digital handsets in the
overall handsets sold mix. Cost of equipment sales increased for the nine
months ended September 30, 2002 compared to the same period in 2001 as the
result of an increase in the average per unit cost of handset sold. This
increase was partially offset by a decrease in the number of handsets sold. We
expect our per unit cost of handsets will decline for the remainder of the year
due to declining prices of handsets utilizing our current digital technology.
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 and expect to continue to
do so in the future.

The decrease in depreciation and amortization expense for the three months
ended September 30, 2002, compared to the same period in 2001, is mainly
attributable to a decrease in amortization expense associated with the
discontinuance of license amortization with the adoption on January 1, 2002, of
Statement of Financial Accounting Standards (SFAS) No. 142 Goodwill and
Other Intangible Assets (SFAS No. 142) partially offset by growth in the
domestic wireless communication system assets. The increase in depreciation
and amortization expense for the nine months ended September 30, 2002, compared
to the same period in 2001, is mainly attributable to the growth of domestic
wireless communication system assets partially offset by a decrease in
amortization expense associated with the discontinuance of license amortization
as previously discussed. With the adoption of SFAS No. 142 and with a
reduction of year-over-year capital spending, we expect depreciation and
amortization expense to be relatively flat for the remainder of the year.

The asset dispositions loss results 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. We also sold certain Specialized Mobile Radio (SMR) and Competitive
Local Exchange Carrier (CLEC) assets and recognized a gain of approximately
$1.3 million in the third quarter of 2002.

The decrease in stock based compensation for the three and nine month
periods ended September 30, 2002, compared to the same periods in 2001, is the
result of the completion of amortization of deferred compensation at the end of
2001.

Domestic EBITDA

EBITDA represents total revenues less total operating expenses exclusive
of depreciation, amortization, asset dispositions and stock based compensation
for our operations. Management believes EBITDA provides meaningful additional
information on our performance and on our ability to service our long-term debt
and other fixed obligations, and to fund our continued growth. EBITDA is
considered by many financial analysts to be a meaningful indicator of an
entitys ability to meet its future financial obligations, and growth in EBITDA
is considered to be an indicator of future profitability, especially in a
capital-intensive industry such as wireless telecommunications. EBITDA should
not be construed as an alternative to net income (loss) as determined in
accordance with generally accepted accounting principles in the United States
of America, as an alternate to cash flows from operating activities (as
determined in accordance with generally accepted accounting principles), or as
a measure of liquidity. Since all companies do not calculate EBITDA in the
same manner, our presentation may not be comparable to other similarly titled
measures of other companies.

Domestic EBITDA increased for the three months ended September 30, 2002,
compared to the three months ended September 30, 2001. The
increase is primarily the
result of decreases in operating and selling costs. Domestic EBITDA was flat
for the nine months ended September 30, 2002, compared to the same period in
2001, due to decreases in revenues offset by decreases in operating and selling
costs. Operating margin (domestic EBITDA as a percentage of service revenues)
increased to 42.9% for both the three and nine month periods ending September
30, 2002 from 38.6% and 40.8% for the three and nine month periods ended
September 30, 2001, respectively.

Results of International Operations for the Three and Nine Months Ended
September 30, 2002 and 2001

Our international consolidated operations offer mobile services in
Slovenia, Austria, Ireland, Iceland, Bolivia and Haiti, and fixed line service
primarily in Austria. We had 688,300 consolidated international mobile
customers at September 30, 2002. This represents an increase of 50,900, or 8%,
compared to June 30, 2002 and an increase of 140,400 or 25.6% compared to
December 31, 2001. We had 445,300 consolidated international mobile customers
at September 30, 2001, representing an increase of 280,000 or 169% compared to
June 30, 2001 and an increase of 359,800 or 421% compared to December 31, 2000.
The increase in customers includes 187,200 customers from the acquisition of
tele.ring at the end of June 2001. As of September 30, 2002 and 2001,
approximately 68% and 60%, respectively, of our consolidated international
customers were prepaid customers. As of September 30, 2002, we had 176,000
fixed lines.

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##### Table of Contents



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

|                    |                                    |                          |        |                                  |         |                                 |         |        |         |      |         |         |         |   |         |        |         | 
|------------------- | ---------------------------------- | ------------------------ | ------ | -------------------------------- | ------- | ------------------------------- | ------- | ------ | ------- | ---- | ------- | ------- | ------- | - | ------- | ------ | ------- | 
|                    |                                    |                          |        | Three months ended September 30, |         | Nine months ended September 30,
|                    |                                    |                          |        |                                  |         |                                
|                    |                                    |                          |        | 2002                             |         | 2001                            |         | 2002   |         | 2001
|                    |                                    |                          |        |                                  |         |                                 |         |        |         |     
|                    |                                    |                          |        | (Dollars in thousands)          
|Revenues:           |                                    |                          |        |                                  |         |                                 |         |        |         |      |         |         |         |   |         |       
|                   
|                   
|                   
|                   
|                    | Subscriber revenues                |                          | $      | 58,696                           |         |                                 | $       | 43,042 |         |      | $       | 164,416 |         |   | $       | 64,593 |        
|                   
|                   
|                   
|                   
|                    | Roamer revenues                    |                          |        | 8,567                            |         |                                 |         | 3,207  |         |      |         | 22,091  |         |   |         | 4,530  |        
|                   
|                   
|                   
|                   
|                    | Fixed line revenues                |                          |        | 14,257                           |         |                                 |         | 14,104 |         |      |         | 41,256  |         |   |         | 14,485 |        
|                   
|                   
|                   
|                   
|                    | Equipment sales and other revenues |                          |        | 5,823                            |         |                                 |         | 5,588  |         |      |         | 15,163  |         |   |         | 12,031 |        
|                    |                                    |                          |        |                                  |         |                                 |         |        |         |      |         |         |         |   |         |       
|                    |                                    | Total revenues           |        | $                                | 87,343  |                                 |         | $      | 65,941  |      |         | $       | 242,926 |   |         | $      | 95,639  | 
|                   
|                   
|                   
|                   
|Operating expenses: |                                    |                          |        |                                  |         |                                 |         |        |         |      |         |         |         |   |         |       
|                   
|                   
|                   
|                   
|                    | Cost of service                    |                          | $      | 49,414                           |         |                                 | $       | 44,573 |         |      | $       | 141,895 |         |   | $       | 61,918 |        
|                   
|                   
|                   
|                   
|                    | Cost of equipment sales            |                          |        | 10,124                           |         |                                 |         | 9,525  |         |      |         | 27,709  |         |   |         | 17,512 |        
|                   
|                   
|                   
|                   
|                    | General and administrative         |                          |        | 19,904                           |         |                                 |         | 22,524 |         |      |         | 57,601  |         |   |         | 41,307 |        
|                   
|                   
|                   
|                   
|                    | Sales and marketing                |                          |        | 13,842                           |         |                                 |         | 25,000 |         |      |         | 44,022  |         |   |         | 44,263 |        
|                   
|                   
|                   
|                   
|                    | Depreciation and amortization      |                          |        | 12,670                           |         |                                 |         | 6,799  |         |      |         | 36,081  |         |   |         | 17,511 |        
|                   
|                   
|                   
|                   
|                    | Stock based compensation           |                          |        | (5,450                           | )       |                                 |         | 2,764  |         |      |         | (5,450  | )       |   |         | 12,635 |        
|                    |                                    |                          |        |                                  |         |                                 |         |        |         |      |         |         |         |   |         |       
|                    |                                    | Total operating expenses |        | $                                | 100,504 |                                 |         | $      | 111,185 |      |         | $       | 301,858 |   |         | $      | 195,146 | 
|                    |                                    |                          |        |                                  |         |                                 |         |        |         |      |         |         |         |   |         |       
|EBITDA              |                                    | $                        | (5,941 | )                                |         | $                               | (35,681 | )      |         | $    | (28,301 | )       |         | $ | (69,361 | )     

Nine months ended September 30, 2002 compared to the nine months ended September 30, 2001

The nine month period-over-period trend is not necessarily indicative of
future trends as our number of consolidated international markets that were
operational increased year-over-year. Our operations in Ireland and Slovenia
became operational in February 2001 and December 2001, respectively, and we
acquired tele.ring at the end of June 2001. As a result, seven of our
consolidated international markets are included in our operating results for
the entire nine months ended September 30, 2002, while only four were included
in our operating results for the same period in 2001. Accordingly, revenues
and operating expenses increased substantially for the nine months ended
September 30, 2002, over the same period in 2001.

Three months ended
September 30, 2002 compared to the three months ended
September 30, 2001

International Revenues

The increase in subscriber revenues for the three months ended September
30, 2002, compared to the same period in 2001, is primarily due to growth in
the number of international subscribers. Additionally, the strengthening of
the euro as compared to the U.S. Dollar contributed to the overall increase in
subscriber revenues. We anticipate continued growth in subscriber revenues as
we continue to add prepaid and postpaid subscribers in our consolidated
international markets.

The increase in roamer revenues for the three months ended September 30,
2002, compared to the same period one year ago, is primarily due to expanded
coverage into key tourist areas in Austria and across Ireland.

International Operating Expenses

The increase in cost of service for the three months ended September 30,
2002, compared to the same period in 2001, primarily resulted from the strengthening of the euro as
compared to the U.S. Dollar and the growth
in the number of international subscribers. These increases were partially offset by
increased operating efficiencies.

General and administrative costs decreased for the three months ended
September 30, 2002, compared to the same period in 2001, as a result of
increased operating efficiencies, mainly in Austria.

Sales and marketing costs, including the loss on equipment sales,
decreased for the three months ended September 30, 2002, compared to the same
period one year ago due primarily to managements focus on reducing subscriber
acquisition costs partially offset by the launch of Slovenia in December of
2001.

Depreciation and amortization expense increased for the three months ended
September 30, 2002, compared to the same period in 2001, due primarily to
network expansion in Austria, Ireland and Slovenia. Slovenia was launched in
December 2001.

For the three and nine months ended September 30, 2002, we had a reversal
of stock based compensation expense associated with the WWI Stock Appreciation
Rights Plan of approximately $5.5 million based on current market conditions.

International EBITDA

EBITDA represents total revenues less total operating expenses exclusive
of depreciation, amortization and stock based compensation for our consolidated
international markets and U.S. headquarter administrative functions. Since all companies do not calculate EBITDA in the same
manner, our presentation may not be comparable to similarly titled measures of
other companies.

16



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##### Table of Contents



International EBITDA losses for our consolidated subsidiaries improved for
the three and nine months ended September 30, 2002, compared to
the same periods
in 2001, due to an increased subscriber base and operating efficiencies,
partially offset by the launch of Slovenia. We expect international EBITDA
losses to continue to improve on a year-over-year basis as a result of
continued subscriber growth and operating efficiencies.

Consolidated Other Income (Expense)

Consolidated interest and financing expense decreased to $39.1 million and
$117.8 million for the three and nine months ended September 30, 2002, from
$42.7 million and $125.6 million one year ago. The decreases year-over-year
are primarily due to a reduction of our weighted-average interest rate
partially offset by an increase in our average long-term debt. For the three
months ended September 30, 2002 and 2001, the domestic weighted-average
interest rate paid to third parties was 6.6% and 7.9%, respectively. For the
nine months ended September 30, 2002 and 2001, the domestic weighted-average
interest rate paid to third parties was 6.7% and 8.2%, respectively. For the
three months ended September 30, 2002 and 2001, the consolidated international
weighted-average interest rates paid to third parties by WWI was 8.0% and 8.2%,
respectively. For the nine months ended September 30, 2002 and 2001, the
consolidated international weighted-average interest rates paid to third
parties by WWI was 7.8% and 9.2%, respectively.

Provision for Income Taxes

In connection with the adoption of SFAS No. 142, we have incurred a
non-cash charge of approximately $93.0 million for the nine months ended
September 30, 2002 as a provision for income taxes mainly to increase the
valuation allowance related to our net operating loss carryforwards. This
non-cash charge includes $71.4 million in one-time charges required because we
have significant deferred tax liabilities related to our domestic licenses.
Historically, we did not need a valuation allowance for the portion of our net
operating loss carryforward equal to the amount of license amortization
expected to occur during the net operating loss carryforward period. Since we
ceased amortizing 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 net operating loss carryforward
period, we have increased the valuation allowance accordingly. Further, since
January 1, 2002, we continue to amortize our licenses for federal income tax
purposes. 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 non-cash charge as a provision for
income tax of approximately $21.6 million for the nine months ended September
30, 2002. The additional non-cash charge to the income tax provision results
from growth in our deferred tax liability that cannot be estimated to reverse
during our net operating loss carryforward period.

This adjustment reflects tax accounting requirements and is not based on
any changes to our business model, future prospects, the value of our licenses
or any current or future cash tax payments. The increase in the valuation
allowance does not reflect any change in our assessment of the likelihood of
utilizing the tax net operating loss carryforwards on a cash tax basis in the
future. 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.

Consolidated Liquidity and Capital Resources

We have a $2.1 billion credit facility with a consortium of lenders (the
Credit Facility). The Credit Facility provides for $1 billion in revolving
loans and $1.1 billion in term loans. As of November 13, 2002, $1.8 billion is
outstanding under the Credit Facility and we have approximately $235 million
available to borrow.

During the second quarter, we repurchased approximately $17 million of our
10 1/2% Senior Subordinated Notes due in 2006 and 2007 in open market
transactions.

In June 2001, under the terms of the transaction to acquire tele.ring from
a subsidiary of Vodafone Group Plc (Vodafone), an affiliate of Vodafone
agreed to make available to tele.ring financing of 250 million euro for
purposes of operating tele.rings business (the tele.ring
Term Loan). At
October 31, 2002, the outstanding balance under the tele.ring Term Loan was
approximately $134 million, including accrued interest, and there was
approximately 120 million euro undrawn. The amount undrawn on the tele.ring
Term Loan is available to tele.ring through April 2003 and is expected to
sustain tele.ring until it becomes cash flow positive. A dispute has
arisen between tele.ring and Vodafone regarding Vodafones
refusal to fund the full amount of a recent borrowing request by
tele.ring pending the receipt by Vodafone of certain information.
tele.ring does not believe Vodafone is entitled to the additional
information or to delay the advance of the requested borrowing
pending delivery of such information. The failure of tele.ring to
obtain such funding or future fundings from Vodafone or another
source could materially adversely affect the operations of tele.ring.

NuevaTel, S.A. (NuevaTel), a subsidiary of WWI, has a bridge loan
facility (the Bridge Loan). The aggregate amount available under the Bridge
Loan is $37.5 million. The amount available to draw is contingent upon the
issuance of purchase orders to an equipment provider. WWI, along with its
partners, has severally guaranteed the Bridge Loan. At
September 30, 2002,
NuevaTel had drawn approximately $35 million against this bridge loan facility.
There is no availability under the facility. In October 2002, the maturity
date of the Bridge Loan was extended from October 2002 to January 2003.
Minimum net worth, minimum cashflow, and capitalization ratio covenants have also been extended.

A subsidiary of WWI, TAL h.f. (TAL), has a credit facility with three
foreign banks denominated in a basket of five currencies. At September 30,
2002, TAL had approximately $22 million outstanding under this facility. This
facility is fully drawn. TAL repaid approximately $0.8 million of principal in
October 2002. In October 2002, we entered into a definitive agreement to sell
our majority ownership interest in TAL. As part of the definitive agreement, the
buyer will assume, refinance or repay the remaining principal and interest
outstanding under the Icelandic credit facility.

In April 2002, a subsidiary of WWI repaid the remainder of the outstanding
principal and interest on the Meteor Mobile Communications Limited bridge loan
facility.

In April 2002, Western Wireless International d.o.o. (Vega), a
subsidiary of WWI, 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 total amount
of the Slovenian Credit Facility is 116 million euro. Under the terms of the
Slovenian Credit Facility, all outstanding principal is required to be repaid
in predetermined semi-annual installments beginning on May 30, 2004 and ending
on November 30, 2009. Interest is accrued primarily at EURIBOR plus an
applicable margin, ranging from 0.4% to 3.25% based on

17



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##### Table of Contents



Vegas financial and technical performance. Further, the Slovenian Credit
Facility requires Vega to enter into interest rate hedge agreements on a
predetermined schedule based on expected borrowings under the Slovenian Credit
Facility to manage the interest rate exposure.

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 under the following
circumstances: failure to meet specified network construction milestones, the
subsidiarys insolvency or abandonment of the project. Further, WWIC has made
a commitment that is collateralized by cash to contribute up to a maximum of 16
million euro in additional capital to provide for revenue or operating cash
flow shortfalls and cash balance and other deficiencies, if any. In October 2002,
certain covenants under the Slovenian Credit Facility were amended for which
WWI made an equity contribution to Vega of 3 million euro in October 2002 and
has agreed to make an additional equity contribution of 6 million euro by
January 2003. As of September 30, 2002, Vega had drawn $53 million and has
approximately 62 million euro available to borrow under the Slovenian Credit
Facility, 27 million euro of which is restricted for payment on future purchases by
Vega from its equipment supplier.

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

|              |  |                       |     |      |  |      |       |      |  |      |       |            |  |       |       |  |  |   |       |  |  |   |         |  |  |   |         | 
|------------- |  | --------------------- | --- | ---- |  | ---- | ----- | ---- |  | ---- | ----- | ---------- |  | ----- | ----- |  |  | - | ----- |  |  | - | ------- |  |  | - | ------- | 
|              |  | 3
Months              |     |      |  |      |       |      |  |      |       |            |  |       |       |  |  |   |       |  |  |   |         |  |  |  
|              |  | Ending                |     |      |  |      |       |      |  |      |       |            |  |       |       |  |  |   |       |  |  |   |         |  |  |  
|              |  | 2002                  |     | 2003 |  | 2004 |       | 2005 |  | 2006 |       | Thereafter |  | Total
|              |  |                       |     |      |  |      |       |      |  |      |       |            |  |      
|              |  | (Dollars in millions)
|Domestic      |  | $                     |    |      |  | $    | 106.1 |      |  | $    | 156.1 |            |  | $     | 256.1 |  |  | $ | 518.1 |  |  | $ | 1,152.0 |  |  | $ | 2,188.4 | 
|             
|             
|             
|             
|International |  |                       | 3.2 |      |  |      | 41.5  |      |  |      | 47.5  |            |  |       | 53.4  |  |  |   | 49.0  |  |  |   | 40.4    |  |  |   | 235.0   | 
|              |  |                       |     |      |  |      |       |      |  |      |       |            |  |       |       |  |  |   |       |  |  |   |         |  |  |   |         | 
|Total         |  | $                     | 3.2 |      |  | $    | 147.6 |      |  | $    | 203.6 |            |  | $     | 309.5 |  |  | $ | 567.1 |  |  | $ | 1,192.4 |  |  | $ | 2,423.4 | 
|              |  |                       |     |      |  |      |       |      |  |      |       |            |  |       |       |  |  |   |       |  |  |   |         |  |  |   |         | 

For the remainder of 2002, we anticipate spending approximately $50
million for continued improvement to our domestic network and back office
infrastructure.

During the remainder of 2002, WWIs business plans also include funding
for capital expenditures and operating losses. For the remainder of 2002, WWI
anticipates expending approximately $20 million for expansion of its wireless
networks and requiring approximately $35 million in working capital. WWI plans
to fund these needs through local foreign borrowings, the tele.ring
Term Loan,
the Slovenian Credit Facility, proceeds from the sale of TAL and
contributions and advances from Western Wireless and minority
partners in our consolidated subsidiaries.

We believe that our current borrowing capacity under the Credit Facility
and available international loan facilities, along with domestic operating cash
flow and proceeds from the sale of TAL, will be adequate to fund our projected
domestic network capital expenditures, international operations and debt
service requirements for the remainder of 2002. However, if operating cash
flows are less than planned, covenants and borrowing limitations contained in
the Credit Facility and the 10-1/2% Senior Subordinated Notes due in 2006 and
2007 may be triggered that would limit the availability of borrowings under the
Credit Facility. Our operating cash flow is dependent upon, among other
things: (i) the amount of revenue we are able to generate from our customers;
(ii) the amount of operating expenses required to provide our services; (iii)
the cost of acquiring and retaining customers; and (iv) our ability to grow our
customer base. In the event we are required to seek additional funding and/or
restructure our existing financial arrangements, such funding may not be
available to us on satisfactory terms, if at all. 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, conditions in the economy generally and the
telecommunications industry specifically; and (iii) other factors we cannot
presently predict with certainty.

We
currently receive federal universal service funding as an Eligible
Telecommunications Carrier (ETC) for our wireless residential service
customers in a number of states. On September 30, 2002, we
submitted our request to receive funding for certain of our
traditional mobile services customers that reside in areas in which
we are eligible to receive federal universal service funding. We
believe it is likely that in 2003 we will receive at least a portion
of the requested funding and that depending on the amount received,
this funding could have a significant beneficial impact on our results of operations and cash
flows.

Net cash provided by operating activities was $123.4 million for the nine
months ended September 30, 2002. Adjustments to the $141.7 million net loss to
reconcile to net cash provided by operating activities included: (i) $185.0 million
of depreciation and amortization; (ii) $93.0 million in deferred income taxes;
(iii) $7.3 million minority interests income of consolidated subsidiaries; (iv)
$6.3 million loss on asset dispositions; and (v) a $5.5 million decrease in
stock-based compensation. Net cash provided by operating activities was $112.1
million for the nine months ended September 30, 2001.

Net cash used in investing activities was $253.4 million for the nine
months ended September 30, 2002. Investing activities for the period consisted
primarily of $223.5 million in purchases of property and equipment of which
$117.4 million was related to WWI and $18.7 million in long-term deposits. Net
cash used in investing activities was $295.6 million for the nine months ended
September 30, 2001.

Net cash provided by financing activities was $118.8 million for the nine
months ended September 30, 2002. Financing activities for such period
consisted primarily of additions to long-term debt of $171.1 million for the
continued expansion of our cellular infrastructure and to fund international
joint ventures through WWI and repayments of long-term debt amounting to $53.7
million. Net cash provided by financing activities was $236.2 million for the
nine months ended September 30, 2001.

18



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##### Table of Contents






Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our earnings are affected by changes in short-term interest rates as a
result of our borrowings. As part of our risk management program, we utilize
interest rate caps, swaps and collars to hedge variable rate interest risk.
Additionally, we have entered into foreign exchange contracts to hedge certain
foreign currency commitments. The following table provides information as of
September 30, 2002, about our long-term debt and derivative financial
instruments that are sensitive to changes in interest rates and foreign
currency fluctuations:

|                                                                                                  |                                                                 |  |                        |     |      |  |      |       |      |  |      |       |       |  |       |       |       |  |   |       |  |  |        |       |  |  |   |         |      |  |   |         |  
|------------------------------------------------------------------------------------------------- | --------------------------------------------------------------- |  | ---------------------- | --- | ---- |  | ---- | ----- | ---- |  | ---- | ----- | ----- |  | ----- | ----- | ----- |  | - | ----- |  |  | ------ | ----- |  |  | - | ------- | ---- |  | - | ------- | -
|                                                                                                  |                                                                 |  | Expected maturity date |     |      |  |      |       |      |  |     
|                                                                                                  |                                                                 |  |                        |     |      |  |      |       |      |  |     
|                                                                                                  |                                                                 |  |                        |     |      |  |      |       |      |  |      |       |       |  |       |       |       |  |   |       |  |  | There- |       |  |  |   |         | Fair
|                                                                                                  |                                                                 |  | 2002                   |     | 2003 |  | 2004 |       | 2005 |  | 2006 |       | after |  | Total |       | Value
|                                                                                                  |                                                                 |  |                        |     |      |  |      |       |      |  |      |       |       |  |       |       |      
|                                                                                                  |                                                                 |  | (Dollars in millions) 
|Liabilities:                                                                                      |                                                                 |  |                        |     |      |  |      |       |      |  |      |       |       |  |       |       |       |  |   |       |  |  |        |       |  |  |   |         |      |  |   |        
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|Maturities of long-term debt:                                                                     |                                                                 |  |                        |     |      |  |      |       |      |  |      |       |       |  |       |       |       |  |   |       |  |  |        |       |  |  |   |         |      |  |   |        
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                  | Variable Rate                                                   |  | $                      | 3.2 |      |  | $    | 147.2 |      |  | $    | 203.3 |       |  | $     | 309.5 |       |  | $ | 380.0 |  |  | $      | 996.4 |  |  | $ | 2,039.6 |      |  | $ | 2,039.6 |  
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                  | Fixed Rate                                                      |  |                        |     |      |  |      | 0.4   |      |  |      | 0.3   |       |  |       |       |       |  | $ | 187.1 |  |  | $      | 196.0 |  |  | $ | 383.8   |      |  | $ | 184.6   |  
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|Interest Rate Derivatives:                                                                        |                                                                 |  |                        |     |      |  |      |       |      |  |      |       |       |  |       |       |       |  |   |       |  |  |        |       |  |  |   |         |      |  |   |        
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|Financial instruments related to debt                                                             |                                                                 |  |                        |     |      |  |      |       |      |  |      |       |       |  |       |       |       |  |   |       |  |  |        |       |  |  |   |         |      |  |   |        
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|Interest
rate caps:                                                                               |                                                                 |  |                        |     |      |  |      |       |      |  |      |       |       |  |       |       |       |  |   |       |  |  |        |       |  |  |   |         |      |  |   |        
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                  | Notional amounts outstanding by
year of maturity                |  | $                      | 0.4 |      |  | $    | 2.4   |      |  | $    | 3.6   |       |  | $     | 29.9  |       |  |   |       |  |  |        |       |  |  | $ | 36.3    |      |  | $ | 0.1     |  
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|The interest rate caps effectively
cap $36.3 million of our borrowings
between 6.5% and 7.0%      |                                                                 |  |                        |     |      |  |      |       |      |  |      |       |       |  |       |       |       |  |   |       |  |  |        |       |  |  |   |         |      |  |   |        
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|Interest
rate collars:                                                                            |                                                                 |  |                        |     |      |  |      |       |      |  |      |       |       |  |       |       |       |  |   |       |  |  |        |       |  |  |   |         |      |  |   |        
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                  | Notional amounts outstanding by
year of maturity                |  |                        |     |      |  | $    | 245.0 |      |  | $    | 55.0  |       |  |       |       |       |  |   |       |  |  |        |       |  |  | $ | 300.0   |      |  | $ | (14.5   | )
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|The interest rate collars
effectively cap $300 million of our
borrowings between 6.5% and 7.8%    |                                                                 |  |                        |     |      |  |      |       |      |  |      |       |       |  |       |       |       |  |   |       |  |  |        |       |  |  |   |         |      |  |   |        
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|Interest
rate caps:                                                                               |                                                                 |  |                        |     |      |  |      |       |      |  |      |       |       |  |       |       |       |  |   |       |  |  |        |       |  |  |   |         |      |  |   |        
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                  | Notional amounts outstanding by
year of maturity                |  |                        |     |      |  | $    | 70.0  |      |  | $    | 300.7 |       |  | $     | 30.6  |       |  | $ | 7.8   |  |  | $      | 34.9  |  |  | $ | 444.0   |      |  | $ | (29.6   | )
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|The interest rate
 swaps effectively
lock $444 million of our borrowings
between 4.9% and 6.8%    |                                                                 |  |                        |     |      |  |      |       |      |  |      |       |       |  |       |       |       |  |   |       |  |  |        |       |  |  |   |         |      |  |   |        
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|Foreign Currency Exchange Derivatives:                                                            |                                                                 |  |                        |     |      |  |      |       |      |  |      |       |       |  |       |       |       |  |   |       |  |  |        |       |  |  |   |         |      |  |   |        
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                  | Forward exchange agreement
Pay USD/receive EUR (USD
equivalent) |  | $                      | 0.8 |      |  |      |       |      |  |      |       |       |  |       |       |       |  |   |       |  |  |        |       |  |  | $ | 0.8     |      |  | $ | 0.7     |  
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|We have a foreign currency forward
to sell $0.8 million and buy 0.9
million euro in November 2002 |                                                                 |  |                        |     |      |  |      |       |      |  |      |       |       |  |       |       |       |  |   |       |  |  |        |       |  |  |   |         |      |  |   |        

19



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##### Table of Contents






Item 4. Controls and Procedures



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



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Within the 90 days prior to the
date of this report, we carried out an evaluation, under the supervision and with the
participation of our management, including our
Chairman and Chief Executive Officer along with our Executive
Vice President, 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 concluded
that our disclosure controls and procedures are effective in timely
alerting them to material information relating to us (including
our consolidated subsidiaries) required to be included in our periodic SEC filings.



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



| |                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | There have been no significant changes in our internal
controls or in other factors which could significantly affect these
controls subsequent to the date of their evaluation.

20



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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 or affiliates is a party or of which any of their property is
subject which, if adversely decided, would have a material adverse effect on
us.




Item 2. Changes in Securities
and Use of Proceeds

None.




Item 3. Defaults Upon Senior Securities

None.




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

None.




Item 5. Other Information

None.




Item 6. Exhibits and Reports on Form 8-K

|    |  |         |      |             |  |                                                                                                                                                                                            
|--- |  | ------- | ---- | ----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) |  | Exhibit |      | Description
|    |  |         |      |            
|    |  |         | 10.1 |             |  | Amendment No. 1 to the Amended and Restated General Agreement for
Purchase of Cellular Systems between Western Wireless Corporation and
Lucent Technologies, Inc. dated September 17, 2002.



| | (b) |  | Reports on Form 8-K                                                                                                                                                                                                                                                                   
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | A Form 8-K was filed on August 13, 2002, which included as exhibits the
certifications of John W. Stanton, Chairman and Chief Executive Officer and
Theresa E. Gillespie, Executive Vice President of the Company furnished
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

21



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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/ THERESA E. GILLESPIE

Theresa E. Gillespie
Executive Vice President |  | By: |  | /s/ SCOTT SOLEY

Scott Soley
Vice President and Controller
(Chief Accounting Officer)

Dated: November 14, 2002

22



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##### Table of Contents






CERTIFICATION

I, John W. Stanton, certify that:



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



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



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



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



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

|                         |  |     |  |                                                                          
|------------------------ |  | --- |  | -------------------------------------------------------------------------
|                         |  | By: |  | /s/ JOHN W. STANTON

John W. Stanton
Chairman and Chief Executive Officer
|                        
|                        
|                        
|                        
|                         |  |     |  |                                                                          
|                        
|                        
|                        
|                        
|Dated: November 14, 2002 |  |     |  |                                                                          

23



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##### Table of Contents



CERTIFICATION

I, Theresa E. Gillespie, certify that:



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



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



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



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



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

|                         |  |     |  |                                                                        
|------------------------ |  | --- |  | -----------------------------------------------------------------------
|                         |  | By: |  | /s/ THERESA E. GILLESPIE

Theresa E. Gillespie
Executive Vice President
|                        
|                        
|                        
|                        
|                         |  |     |  |                                                                        
|                        
|                        
|                        
|                        
|Dated: November 14, 2002 |  |     |  |                                                                        

24



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##### Table of Contents






EXHIBIT INDEX

|        |  |                                                                                                                                                                                            
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  | Description                                                                                                                                                                                
|        |  |                                                                                                                                                                                            
|10.1    |  | Amendment No. 1 to the Amended and Restated General Agreement for
Purchase of Cellular Systems between Western Wireless Corporation and
Lucent Technologies, Inc. dated September 17, 2002.

25