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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549


Form 10-Q/A

Amendment No. 1


(Mark One)

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

or

|     |  |                                                                                                                              
|---- |  | -----------------------------------------------------------------------------------------------------------------------------
|[  ] |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934FOR THE TRANSITION PERIOD FROM     TO

Commission File Number 000-28160

WESTERN WIRELESS CORPORATION




(Exact name of registrant as specified in its charter)


|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Washington                                                     |  | 91-1638901                       
|                                                               |  |                                  
|(State or other jurisdiction of
incorporation or organization) |  | (IRS Employer Identification No.)

|                                            |  |           
|------------------------------------------- |  | ----------
|3650 131st Avenue S.E.
Bellevue, Washington |  | 98006     
|                                            |  |           
|(Address of principal executive offices)    |  | (Zip Code)

(425) 586-8700




(Registrants telephone number, including area code)




---

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


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

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

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

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





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EXPLANATORY NOTE

Western Wireless Corporation is filing this Amendment No. 1 to its
Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, which was
originally filed with the Securities and Exchange Commission (the SEC) on May
15, 2003 (the Quarterly Report), to amend Item 1 Financial Statements and
Item 2 Managements Discussion and Analysis of Financial Condition and Results
of Operations contained in Part I Financial Information of the Quarterly
Report and Item 6 Exhibits and Reports on Form 8-K contained in Part II
Other Information of the Quarterly Report.

The Company is filing this amendment in response to comments received from
the SEC regarding our Quarterly Report. This report (i) revises the
disclosures pertaining to the
Companys adoption of Statement of Financial Accounting Standards (SFAS) No.
143 Accounting for Asset Retirement Obligations
(SFAS No. 143) and restates the Companys
financial statements to reflect such revisions and (ii)
conforms the disclosures regarding the non-GAAP financial measure EBITDA to
the disclosures (including the reconciliation to the most directly comparable
GAAP financial measure) regarding Adjusted EBITDA we began using in
connection with our quarterly results for the second quarter of 2003. Unless
otherwise stated, all information contained in this amendment is as of May 15,
2003, the filing date of our original Quarterly Report.





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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
|PART II  OTHER INFORMATION   
|                               | Item 6. Exhibits and Reports On Form 8-K                                                     
|SIGNATURES                    
|EXHIBIT INDEX                 
|EXHIBIT 31.1                  
|EXHIBIT 31.2                  
|EXHIBIT 32.1                  
|EXHIBIT 32.2                  



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TABLE OF CONTENTS

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

Table of Contents

|                               |                                                                                               |                                                                                                                                                   |  |      |   | 
|------------------------------ | --------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | - | 
|                               |                                                                                               |                                                                                                                                                   |  | Page
|                               |                                                                                               |                                                                                                                                                   |  |     
|PART I - FINANCIAL INFORMATION |                                                                                               |                                                                                                                                                   |  |     
|                               | Item 1. Financial Statements                                                                  |                                                                                                                                                   |  |      |  
|                               |                                                                                               | Condensed Consolidated Balance Sheets as
of March 31, 2003 (as restated) and December 31, 2002                                                    |  |      | 4 | 
|                               |                                                                                               | Condensed Consolidated Statements of
Operations and Comprehensive Loss for
the Three Months Ended March 31, 2003
(as restated) and March 31, 2002 |  |      | 5 | 
|                               |                                                                                               | Condensed Consolidated Statements of
Cash Flows for the Three Months Ended
March 31, 2003 (as restated) and March 31, 2002                        |  |      | 6 | 
|                               |                                                                                               | Notes to Condensed Consolidated Financial Statements                                                                                              |  |      | 7 | 
|                               | Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations |                                                                                                                                                   |  | 16   |  
|PART II-OTHER INFORMATION      |                                                                                               |                                                                                                                                                   |  |     
|                               | Item 6. Exhibits and Reports on Form 8-K                                                      |                                                                                                                                                   |  | 26   |  
|                               | Signatures                                                                                    |                                                                                                                                                   |  | 27   |  
|                               | Exhibit Index                                                                                 |                                                                                                                                                   |  |      |  

3



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|                               |                              |  |  |  |  | 
|------------------------------ | ---------------------------- |  |  |  |  | 
|PART I - FINANCIAL INFORMATION |                              |  |  | 
|                               | Item 1. Financial Statements |  |  |  | 

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

|                                                                                                                  |                                                                                                  |                             |                                                                                |                              |           |                |            |              |           |  |          |  
|----------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------ | --------------------------- | ------------------------------------------------------------------------------ | ---------------------------- | --------- | -------------- | ---------- | ------------ | --------- |  | -------- | -
|                                                                                                                  |                                                                                                  |                             |                                                                                |                              |           | March 31,      |            | December 31,
|                                                                                                                  |                                                                                                  |                             |                                                                                |                              |           | 2003           |            | 2002        
|                                                                                                                  |                                                                                                  |                             |                                                                                |                              |           |                |            |             
|                                                                                                                  |                                                                                                  |                             |                                                                                |                              |           | (As restated - |            |              |           | 
|                                                                                                                  |                                                                                                  |                             |                                                                                |                              |           | see Note 7)    |            |              |           | 
|ASSETS                                                                                                            |                                                                                                  |                             |                                                                                |                              |           |                |            |             
|Current assets:                                                                                                   |                                                                                                  |                             |                                                                                |                              |           |                |            |             
|                                                                                                                  | Cash and cash equivalents                                                                        |                             | $                                                                              | 76,931                       |           |                | $          | 62,429       |          
|                                                                                                                  | Accounts receivable, net of allowance for doubtful accounts of $23,919 and $22,059,
respectively |                             |                                                                                | 173,720                      |           |                |            | 159,976      |          
|                                                                                                                  | Inventory                                                                                        |                             |                                                                                | 23,687                       |           |                |            | 24,461       |          
|                                                                                                                  | Marketable securities                                                                            |                             |                                                                                | 9,595                        |           |                |            | 10,270       |          
|                                                                                                                  | Prepaid expenses and other current assets                                                        |                             |                                                                                | 35,759                       |           |                |            | 43,078       |          
|                                                                                                                  |                                                                                                  |                             |                                                                                |                              |           |                |            |             
|                                                                                                                  |                                                                                                  | Total current assets        |                                                                                |                              | 319,692   |                |            |              | 300,214   | 
|Property and equipment, net of accumulated depreciation of $803,144 and $739,437,
respectively                    |                                                                                                  |                             | 845,833                                                                        |                              |           |                | 855,595    |             
|Licensing costs and other intangible assets, net of accumulated amortization of
$26,334 and $23,838, respectively |                                                                                                  |                             | 1,153,308                                                                      |                              |           |                | 1,163,399  |             
|Investments in and advances to unconsolidated affiliates                                                          |                                                                                                  |                             | 36,513                                                                         |                              |           |                | 41,284     |             
|Other assets                                                                                                      |                                                                                                  |                             | 40,289                                                                         |                              |           |                | 38,484     |             
|                                                                                                                  |                                                                                                  |                             |                                                                                |                              |           |                |            |             
|                                                                                                                  |                                                                                                  | $                           | 2,395,635                                                                      |                              |           | $              | 2,398,976  |             
|                                                                                                                  |                                                                                                  |                             |                                                                                |                              |           |                |            |              |          
|LIABILITIES AND NET CAPITAL DEFICIENCY                                                                            |                                                                                                  |                             |                                                                                |                              |           |                |            |             
|Current liabilities:                                                                                              |                                                                                                  |                             |                                                                                |                              |           |                |            |             
|                                                                                                                  | Accounts payable                                                                                 |                             | $                                                                              | 64,825                       |           |                | $          | 59,363       |          
|                                                                                                                  | Accrued liabilities and other                                                                    |                             |                                                                                | 189,110                      |           |                |            | 185,920      |          
|                                                                                                                  | Construction accounts payable                                                                    |                             |                                                                                | 24,501                       |           |                |            | 30,543       |          
|                                                                                                                  | Current portion of long-term debt                                                                |                             |                                                                                | 155,874                      |           |                |            | 144,196      |          
|                                                                                                                  |                                                                                                  |                             |                                                                                |                              |           |                |            |             
|                                                                                                                  |                                                                                                  | Total current liabilities   |                                                                                |                              | 434,310   |                |            |              | 420,022   | 
|                                                                                                                  |                                                                                                  |                             |                                                                                |                              |           |                |            |             
|Long-term liabilities:                                                                                            |                                                                                                  |                             |                                                                                |                              |           |                |            |             
|                                                                                                                  | Long-term debt, less current portion                                                             |                             |                                                                                | 2,317,227                    |           |                |            | 2,321,955    |          
|                                                                                                                  | Deferred income taxes                                                                            |                             |                                                                                | 124,496                      |           |                |            | 120,687      |          
|                                                                                                                  | Other long-term liabilities                                                                      |                             |                                                                                | 7,014                        |           |                |            |              |          
|                                                                                                                  |                                                                                                  |                             |                                                                                |                              |           |                |            |             
|                                                                                                                  |                                                                                                  | Total long-term liabilities |                                                                                |                              | 2,448,737 |                |            |              | 2,442,642 | 
|                                                                                                                  |                                                                                                  |                             |                                                                                |                              |           |                |            |             
|Minority interests in consolidated subsidiaries                                                                   |                                                                                                  |                             | 21,030                                                                         |                              |           |                | 22,749     |             
|                                                                                                                  |                                                                                                  |                             |                                                                                |                              |           |                |            |             
|Commitments and contingencies (Note 4)                                                                            |                                                                                                  |                             |                                                                                |                              |           |                |            |             
|Net capital deficiency:                                                                                           |                                                                                                  |                             |                                                                                |                              |           |                |            |             
|Preferred stock, no par value, 50,000,000 shares authorized; no shares issued and
outstanding                     |                                                                                                  |                             |                                                                                |                              |           |                |            |             
|Common stock, no par value, 300,000,000 shares authorized;                                                        |                                                                                                  |                             |                                                                                |                              |           |                |            |             
|                                                                                                                  |                                                                                                  |                             | Class A, 72,430,605 and 72,229,605 shares issued and
outstanding, respectively |                              |           |                |            |              |           |  |         
|Deferred compensation                                                                                             |                                                                                                  |                             | (10                                                                            | )                            |           |                | (39        | )           
|Accumulated other comprehensive loss                                                                              |                                                                                                  |                             | (25,603                                                                        | )                            |           |                | (26,513    | )           
|Deficit                                                                                                           |                                                                                                  |                             | (1,152,990                                                                     | )                            |           |                | (1,128,957 | )           
|                                                                                                                  |                                                                                                  |                             |                                                                                |                              |           |                |            |             
|                                                                                                                  |                                                                                                  |                             |                                                                                | Total net capital deficiency |           |                | (508,442   | )            |           |  | (486,437 | )
|                                                                                                                  |                                                                                                  |                             |                                                                                |                              |           |                |            |             
|                                                                                                                  |                                                                                                  | $                           | 2,395,635                                                                      |                              |           | $              | 2,398,976  |             
|                                                                                                                  |                                                                                                  |                             |                                                                                |                              |           |                |            |              |          

See accompanying notes to condensed consolidated financial statements.

4



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

|                                                                                                                |                                                                          |                             |                     |         |                              |      |            |          |          |        |  
|--------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------ | --------------------------- | ------------------- | ------- | ---------------------------- | ---- | ---------- | -------- | -------- | ------ | -
|                                                                                                                |                                                                          |                             |                     |         | Three months ended March 31,
|                                                                                                                |                                                                          |                             |                     |         |                             
|                                                                                                                |                                                                          |                             |                     |         | 2003                         |      | 2002      
|                                                                                                                |                                                                          |                             |                     |         |                              |      |           
|                                                                                                                |                                                                          |                             |                     |         | (As
restated                |      |            |          |         
|                                                                                                                |                                                                          |                             |                     |         | see Note 7)                  |      |            |          |         
|Revenues:                                                                                                       |                                                                          |                             |                     |         |                              |      |            |         
|                                                                                                                | Subscriber revenues                                                      |                             | $                   | 233,324 |                              |      | $          | 193,194  |         
|                                                                                                                | Roamer revenues                                                          |                             |                     | 62,078  |                              |      |            | 60,863   |         
|                                                                                                                | Fixed line revenues                                                      |                             |                     | 15,051  |                              |      |            | 13,616   |         
|                                                                                                                | Equipment sales                                                          |                             |                     | 13,043  |                              |      |            | 13,669   |         
|                                                                                                                | Other revenues                                                           |                             |                     | 3,678   |                              |      |            | 3,084    |         
|                                                                                                                |                                                                          |                             |                     |         |                              |      |            |         
|                                                                                                                |                                                                          | Total revenues              |                     |         | 327,174                      |      |            |          | 284,426  |       
|                                                                                                                |                                                                          |                             |                     |         |                              |      |            |         
|Operating expenses:                                                                                             |                                                                          |                             |                     |         |                              |      |            |         
|                                                                                                                | Cost of service (exclusive of depreciation and accretion included below) |                             |                     | 94,635  |                              |      |            | 87,748   |         
|                                                                                                                | Cost of equipment sales                                                  |                             |                     | 32,661  |                              |      |            | 26,243   |         
|                                                                                                                | General and administrative                                               |                             |                     | 58,105  |                              |      |            | 59,102   |         
|                                                                                                                | Sales and marketing                                                      |                             |                     | 47,464  |                              |      |            | 39,111   |         
|                                                                                                                | Depreciation, amortization and accretion                                 |                             |                     | 65,813  |                              |      |            | 60,439   |         
|                                                                                                                | Asset dispositions                                                       |                             |                     | 7,640   |                              |      |            |          |         
|                                                                                                                |                                                                          |                             |                     |         |                              |      |            |         
|                                                                                                                |                                                                          | Total operating expenses    |                     |         | 306,318                      |      |            |          | 272,643  |       
|                                                                                                                |                                                                          |                             |                     |         |                              |      |            |         
|Other income (expense):                                                                                         |                                                                          |                             |                     |         |                              |      |            |         
|                                                                                                                | Interest and financing expense, net                                      |                             |                     | (38,479 | )                            |      |            | (39,007  | )       
|                                                                                                                | Equity in net income (loss) of unconsolidated affiliates, net of tax     |                             |                     | (1,057  | )                            |      |            | 1,647    |         
|                                                                                                                | Other, net                                                               |                             |                     | (1,024  | )                            |      |            | 4,165    |         
|                                                                                                                |                                                                          |                             |                     |         |                              |      |            |         
|                                                                                                                |                                                                          | Total other expense         |                     |         | (40,560                      | )    |            |          | (33,195  | )     
|                                                                                                                |                                                                          |                             |                     |         |                              |      |            |         
|Minority interests in net loss of consolidated subsidiaries                                                     |                                                                          |                             | 2,392               |         |                              |      | 3,235      |         
|                                                                                                                |                                                                          |                             |                     |         |                              |      |            |         
|Loss from continuing operations before provision for income taxes
and cumulative change in accounting principle |                                                                          |                             | (17,312             | )       |                              |      | (18,177    | )       
|Provision for income taxes                                                                                      |                                                                          |                             | (4,490              | )       |                              |      | (103,933   | )       
|                                                                                                                |                                                                          |                             |                     |         |                              |      |            |         
|Loss from continuing operations before cumulative change in
accounting principle                                |                                                                          |                             | (21,802             | )       |                              |      | (122,110   | )       
|Discontinued operations                                                                                         |                                                                          |                             |                     |         |                              |      | 1,462      |         
|Cumulative change in accounting principle                                                                       |                                                                          |                             | (2,231              | )       |                              |      |            |         
|                                                                                                                |                                                                          |                             |                     |         |                              |      |            |         
|                                                                                                                |                                                                          | Net loss                    |                     | $       | (24,033                      | )    |            | $        | (120,648 | )     
|                                                                                                                |                                                                          |                             |                     |         |                              |      |            |          |         
|Basic and diluted loss per share:                                                                               |                                                                          |                             |                     |         |                              |      |            |         
|                                                                                                                | Continuing operations before cumulative change in accounting principle   |                             | $                   | (0.27   | )                            |      | $          | (1.55    | )       
|                                                                                                                | Discontinued operations                                                  |                             |                     |         |                              |      |            | 0.02     |         
|                                                                                                                | Cumulative change in accounting principle                                |                             |                     | (0.03   | )                            |      |            |          |         
|                                                                                                                |                                                                          |                             |                     |         |                              |      |            |         
|Basic and diluted loss per share                                                                                |                                                                          | $                           | (0.30               | )       |                              | $    | (1.53      | )       
|                                                                                                                |                                                                          |                             |                     |         |                              |      |            |          |         
|Basic and diluted weighted average shares outstanding                                                           |                                                                          |                             | 79,185,000          |         |                              |      | 78,910,000 |         
|                                                                                                                |                                                                          |                             |                     |         |                              |      |            |         
|Pro
forma net loss assuming SFAS No. 143is applied retroactively (See
Note 2  Long-Lived Assets)               |                                                                          | $                           | (21,802             | )       |                              | $    | (120,872   | )       
|                                                                                                                |                                                                          |                             |                     |         |                              |      |            |         
|Comprehensive loss:                                                                                             |                                                                          |                             |                     |         |                              |      |            |         
|                                                                                                                | Net loss                                                                 |                             | $                   | (24,033 | )                            |      | $          | (120,648 | )       
|                                                                                                                | Unrealized loss on marketable securities:                                |                             |                     |         |                              |      |            |          |         
|                                                                                                                |                                                                          | Reclassification adjustment |                     |         | 76                           |      |            |          |         
|                                                                                                                |                                                                          | Unrealized holding loss     |                     |         | (534                         | )    |            |          | (1,096   | )     
|                                                                                                                |                                                                          |                             |                     |         |                              |      |            |         
|                                                                                                                |                                                                          |                             | Net unrealized loss |         |                              | (458 | )          |          |          | (1,096 | )
|                                                                                                                |                                                                          |                             |                     |         |                              |      |            |         
|                                                                                                                | Foreign currency translation                                             |                             |                     | 51      |                              |      |            | (4,509   | )       
|                                                                                                                | Unrealized gain on hedges                                                |                             |                     | 1,317   |                              |      |            | 2,093    |         
|                                                                                                                |                                                                          |                             |                     |         |                              |      |            |         
|Total comprehensive loss                                                                                        |                                                                          | $                           | (23,123             | )       |                              | $    | (124,160   | )       
|                                                                                                                |                                                                          |                             |                     |         |                              |      |            |          |         

See accompanying notes to condensed consolidated financial statements.

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

|                                            |                                                                                 |                                                             |        |                              |         |      |        |          |         |  
|------------------------------------------- | ------------------------------------------------------------------------------- | ----------------------------------------------------------- | ------ | ---------------------------- | ------- | ---- | ------ | -------- | ------- | -
|                                            |                                                                                 |                                                             |        | Three months ended March 31,
|                                            |                                                                                 |                                                             |        |                             
|                                            |                                                                                 |                                                             |        | 2003                         |         | 2002
|                                            |                                                                                 |                                                             |        |                              |         |     
|                                            |                                                                                 |                                                             |        | (As restated -               |         |      |        |         
|                                            |                                                                                 |                                                             |        | see Note 7)                  |         |      |        |         
|Operating activities:                       |                                                                                 |                                                             |        |                              |         |      |        |         
|                                            | Net loss                                                                        |                                                             | $      | (24,033                      | )       |      | $      | (120,648 | )      
|                                            | Adjustments to reconcile net loss
to net cash provided by operating activities: |                                                             |        |                              |         |      |        |          |        
|                                            |                                                                                 | Discontinued operations                                     |        |                              |         |      |        |          | (1,462  | )
|                                            |                                                                                 | Cumulative change in accounting principle                   |        |                              | 2,231   |      |        |          |         |  
|                                            |                                                                                 | Depreciation, amortization and accretion                    |        |                              | 66,700  |      |        |          | 61,696  |  
|                                            |                                                                                 | Deferred income taxes                                       |        |                              | 3,809   |      |        |          | 103,540 |  
|                                            |                                                                                 | Asset dispositions                                          |        |                              | 7,640   |      |        |          |         |  
|                                            |                                                                                 | Equity in net (income) loss of unconsolidated affiliates    |        |                              | 1,057   |      |        |          | (1,647  | )
|                                            |                                                                                 | Minority interests in net loss of consolidated
subsidiaries |        |                              | (2,392  | )    |        |          | (3,235  | )
|                                            |                                                                                 | Adjustment of interest rate hedges to fair market value     |        |                              | (2,185  | )    |        |          | (5,908  | )
|                                            |                                                                                 | Non-cash interest                                           |        |                              | 2,498   |      |        |          | 1,129   |  
|                                            |                                                                                 | Other, net                                                  |        |                              | 3,130   |      |        |          | 1,222   |  
|                                            |                                                                                 | Changes in operating assets and liabilities                 |        |                              | 8,649   |      |        |          | 10,245  |  
|                                            |                                                                                 |                                                             |        |                              |         |      |        |         
|                                            |                                                                                 | Net cash provided by operating activities                   |        |                              | 67,104  |      |        |          | 44,932  |  
|                                            |                                                                                 |                                                             |        |                              |         |      |        |         
|Investing activities:                       |                                                                                 |                                                             |        |                              |         |      |        |         
|                                            | Purchase of property and equipment                                              |                                                             |        | (51,748                      | )       |      |        | (78,009  | )      
|                                            | Other, net                                                                      |                                                             |        | 2,008                        |         |      |        | (1,392   | )      
|                                            |                                                                                 |                                                             |        |                              |         |      |        |         
|                                            |                                                                                 | Net cash used in investing activities                       |        |                              | (49,740 | )    |        |          | (79,401 | )
|                                            |                                                                                 |                                                             |        |                              |         |      |        |         
|Financing activities:                       |                                                                                 |                                                             |        |                              |         |      |        |         
|                                            | Additions to long-term debt                                                     |                                                             |        | 24,504                       |         |      |        | 58,093   |        
|                                            | Repayment of long-term debt                                                     |                                                             |        | (27,718                      | )       |      |        | (18,998  | )      
|                                            | Other, net                                                                      |                                                             |        | 52                           |         |      |        | 802      |        
|                                            |                                                                                 |                                                             |        |                              |         |      |        |         
|                                            |                                                                                 | Net cash provided by (used in) financing activities         |        |                              | (3,162  | )    |        |          | 39,897  |  
|                                            |                                                                                 |                                                             |        |                              |         |      |        |         
|Effect of exchange rate changes on cash     |                                                                                 |                                                             | 300    |                              |         |      | (716   | )       
|Change in cash and cash equivalents         |                                                                                 |                                                             | 14,502 |                              |         |      | 4,712  |         
|Cash and cash equivalents, beginning period |                                                                                 |                                                             | 62,429 |                              |         |      | 45,083 |         
|                                            |                                                                                 |                                                             |        |                              |         |      |        |         
|Cash and cash equivalents, end of period    |                                                                                 | $                                                           | 76,931 |                              |         | $    | 49,795 |         
|                                            |                                                                                 |                                                             |        |                              |         |      |        |          |        

See accompanying notes to condensed consolidated financial statements.

6



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##### Table of Contents






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



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

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

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

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



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

Supplemental Cash Flow Disclosure:

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

Reclassifications:

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

Principles of Consolidation:

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

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

Long-Lived Assets (As restated - see Note 7):

On January 1, 2003, we adopted Statement of Financial Accounting Standards
(SFAS) No. 143, Accounting for Asset Retirement Obligations (SFAS No.
143). This statement relates to the costs of closing facilities and removing
assets. SFAS No. 143 requires entities to record the fair value of a legal
liability for an asset retirement obligation (ARO) in the period it is
incurred if a reasonable estimate of fair value can be made. This cost is
initially capitalized and amortized over the remaining life of the underlying
asset. Once the obligation is ultimately settled, any difference between the
final cost and the recorded liability is recognized as a gain or loss. For us, an ARO includes those costs associated with removing
component equipment that is subject to retirement from cell sites that reside
upon leased property. As a result of adopting
SFAS No. 143, on January 1, 2003, we recorded an ARO of $6.8 million and a non-cash cumulative change in accounting principle of
$2.2 million representing accumulated accretion and depreciation
through December 31, 2002. The accretion and depreciation expenses for the three months
ended March 31, 2003 related to the adoption of SFAS No. 143 were $0.2 million.

7



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##### Table of Contents



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

The following pro forma amounts show the effect of the retroactive
application of the change in accounting principle for the adoption of SFAS No.
143:

|          |                                  |  |                                               |         |              |  |      |          |      |  |      |          |   |  |   |          |   |  |   |        | 
|--------- | -------------------------------- |  | --------------------------------------------- | ------- | ------------ |  | ---- | -------- | ---- |  | ---- | -------- | - |  | - | -------- | - |  | - | ------ | 
|          |                                  |  | Three months ended                            |         | Year ended  
|          |                                  |  | March 31,                                     |         | December 31,
|          |                                  |  |                                               |         |             
|          |                                  |  | 2003                                          |         | 2002         |  | 2002 |          | 2001 |  | 2000
|          |                                  |  |                                               |         |              |  |      |          |      |  |     
|          |                                  |  | (Dollars in thousands, except per share data)
|Actual    |                                  |  |                                               |         |              |  |      |          |      |  |      |          |   |  |   |          |   |  |   |       
|          | Net income (loss):               |  | $                                             | (24,033 | )            |  | $    | (120,648 | )    |  | $    | (185,681 | ) |  | $ | (155,077 | ) |  | $ | 65,406 | 
|          | Basic income (loss) per share:   |  | $                                             | (0.30   | )            |  | $    | (1.53    | )    |  | $    | (2.35    | ) |  | $ | (1.97    | ) |  | $ | 0.84   | 
|          | Diluted income (loss) per
share: |  | $                                             | (0.30   | )            |  | $    | (1.53    | )    |  | $    | (2.35    | ) |  | $ | (1.97    | ) |  | $ | 0.81   | 
|Pro forma |                                  |  |                                               |         |              |  |      |          |      |  |      |          |   |  |   |          |   |  |   |       
|          | Net income (loss):               |  | $                                             | (21,802 | )            |  | $    | (120,872 | )    |  | $    | (186,601 | ) |  | $ | (155,631 | ) |  | $ | 65,204 | 
|          | Basic income (loss) per share:   |  | $                                             | (0.27   | )            |  | $    | (1.53    | )    |  | $    | (2.36    | ) |  | $ | (1.98    | ) |  | $ | 0.84   | 
|          | Diluted income (loss) per
share: |  | $                                             | (0.27   | )            |  | $    | (1.53    | )    |  | $    | (2.36    | ) |  | $ | (1.98    | ) |  | $ | 0.81   | 

|          |                             |  |                        |       |                     |  |                     |       |                   |  |   |       |  |  |   |       |  | 
|--------- | --------------------------- |  | ---------------------- | ----- | ------------------- |  | ------------------- | ----- | ----------------- |  | - | ----- |  |  | - | ----- |  | 
|          |                             |  | At
December 31,2002    |       | At
December 31,2001 |  | At
December 31,2000 |       | At January 1,2000
|          |                             |  |                        |       |                     |  |                     |       |                  
|          |                             |  | (Dollars in thousands)
|Pro
forma |                             |  |                        |       |                     |  |                     |       |                   |  |   |       |  |  |   |       |  | 
|          | Asset
retirement obligation |  | $                      | 6,839 |                     |  | $                   | 6,183 |                   |  | $ | 1,849 |  |  | $ | 1,509 | 

Derivative Financial Instruments:

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

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

Loss per Common Share:

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

8



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

Stock-based Compensation Plans:

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

|                                  |                                                                                                  |  |                              |         |      |  |   |          |  
|--------------------------------- | ------------------------------------------------------------------------------------------------ |  | ---------------------------- | ------- | ---- |  | - | -------- | -
|                                  |                                                                                                  |  | Three months ended March 31,
|                                  |                                                                                                  |  |                             
|                                  |                                                                                                  |  | 2003                         |         | 2002
|                                  |                                                                                                  |  | (As restated -               |         |     
|                                  |                                                                                                  |  | Note 7)                      |         |     
|                                  |                                                                                                  |  |                              |         |     
|                                  |                                                                                                  |  | (Dollars in thousands,      
|                                  |                                                                                                  |  | except per share data)      
|Net loss:                         |                                                                                                  |  |                              |         |      |  |   |         
|                                  | As reported                                                                                      |  | $                            | (24,033 | )    |  | $ | (120,648 | )
|                                  | Deduct: Stock-based compensation
expense determined under fair
value based method for all
awards |  |                              | (1,235  | )    |  |   | (2,057   | )
|                                  |                                                                                                  |  |                              |         |      |  |   |         
|                                  | Pro forma net loss                                                                               |  | $                            | (25,268 | )    |  | $ | (122,705 | )
|                                  |                                                                                                  |  |                              |         |      |  |   |          |  
|Basic and diluted loss per share: |                                                                                                  |  |                              |         |      |  |   |         
|                                  | As reported                                                                                      |  | $                            | (0.30   | )    |  | $ | (1.53    | )
|                                  |                                                                                                  |  |                              |         |      |  |   |          |  
|                                  | Pro forma                                                                                        |  | $                            | (0.32   | )    |  | $ | (1.55    | )
|                                  |                                                                                                  |  |                              |         |      |  |   |          |  

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

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

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

Recently Issued Accounting Standards:

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

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

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

considered a VIE. We are evaluating our existing unconsolidated entities
to determine if FIN No. 46 will have a material impact on our financial
statements.

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



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

|                                          |            |   |                        |           |                   |   |           |           | 
|----------------------------------------- | ---------- | - | ---------------------- | --------- | ----------------- | - | --------- | --------- | 
|                                          |            |   | March 31, 2003         |           | December 31, 2002
|                                          |            |   |                        |           |                  
|                                          |            |   | (Dollars in thousands)
|Credit Facility:                          |            |   |                        |           |                   |   |           |          
|                                          | Revolvers  |   | $                      | 687,500   |                   |   | $         | 700,000   | 
|                                          | Term Loans |   |                        | 1,086,000 |                   |   |           | 1,100,000 | 
|10/
1⁄2% Senior
Subordinated Notes Due
2006 |            |   | 187,050                |           |                   |   | 187,050   |          
|10/
1⁄2% Senior
Subordinated Notes Due
2007 |            |   | 196,000                |           |                   |   | 196,000   |          
|tele.ring Term Loan                       |            |   | 172,712                |           |                   |   | 151,976   |          
|Slovenian Credit Facility                 |            |   | 80,759                 |           |                   |   | 71,391    |          
|Bolivian Bridge Loan                      |            |   | 34,700                 |           |                   |   | 34,700    |          
|Other                                     |            |   | 28,380                 |           |                   |   | 25,034    |          
|                                          |            |   |                        |           |                   |   |           |          
|                                          |            |   | 2,473,101              |           |                   |   | 2,466,151 |          
|Less current portion                      |            |   | (155,874               | )         |                   |   | (144,196  | )        
|                                          |            |   |                        |           |                   |   |           |          
|                                          |            | $ | 2,317,227              |           |                   | $ | 2,321,955 |          
|                                          |            |   |                        |           |                   |   |           |           | 

Slovenian Credit Facility:

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

10



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

Bolivian Bridge Loan:

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

Future Principal Maturities:

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

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



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

Shelf Registration Statement:

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

Ghana:

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

Haiti:

In accordance with the Rights Agreements entered into in September 1998 by
WWI with two of the shareholders of Communication Cellulaire d Haiti, S.A.
(COMCEL), WWIs Haitian subsidiary, these two minority shareholders have the
right to elect that WWI purchase all of their shares at fair market value, as
defined in the agreements, within the 30 day period after COMCELs issuance of its December 31, 2003 financial statements.
Island Cellular LLC, a limited liability company organized under the laws of
New York, and High Ridge Holdings, Inc., a Delaware corporation, own a

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

20% and
4%, respectively, interest in COMCEL at March 31, 2003. If WWI and the two
shareholders cannot agree on a fair market valuation of COMCEL, all of the
shares of COMCEL may be sold to a third party.

Croatia:

In December 2002, VIP-Net GSM d.o.o. (VIP-Net), a subsidiary in which
WWI holds a 19% ownership interest, entered into a Term Loan and Revolving Loan
Credit Facility (the Croatian Credit Facility) with a consortium of banks,
which provides for a secured term loan facility of up to 150 million euro.
Under the terms of the Croatian Credit Facility, all outstanding principal is
required to be repaid in predetermined semi-annual installments beginning on
December 20, 2003 and ending on June 20, 2008. At March 31, 2003, the U.S.
dollar equivalent outstanding balance was approximately $100 million.

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



|5. |  | Segment Information:
|-- |  | --------------------

Our operations are overseen by domestic and international management teams
each reporting to the Chief Executive Officer of the Company. We mainly provide
cellular services in rural markets in the western United States. Our
international operations consist mainly of consolidated subsidiaries and
operating entities throughout the world providing predominately wireless
services. Certain centralized back office costs and assets benefit all of our
operations. These costs are allocated to both segments in a manner which
reflects the relative time devoted to each of the segments. Adjusted
EBITDA is the measure of profitability utilized by our Chief
Operating Decision Maker and is presented herein in accordance with
SFAS No. 131 Disclosures about Segments of an Enterprise
and Related Information.

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

|                                                             |                                                   |  |                        |           |               |  |              |         |   |  |   |           |  
|------------------------------------------------------------ | ------------------------------------------------- |  | ---------------------- | --------- | ------------- |  | ------------ | ------- | - |  | - | --------- | -
|                                                             |                                                   |  | Domestic               |           | International |  |              |         |  
|                                                             |                                                   |  | Operations             |           | Operations    |  | Consolidated
|                                                             |                                                   |  |                        |           |               |  |             
|                                                             |                                                   |  | (Dollars in thousands)
|Three months ended March 31, 2003
(As restated  see Note 7) |                                                   |  |                        |           |               |  |              |         |   |  |   |          
|                                                             | Total revenues                                    |  | $                      | 221,477   |               |  | $            | 105,697 |   |  | $ | 327,174   |  
|                                                             | Depreciation, amortization and accretion          |  |                        | 50,162    |               |  |              | 15,651  |   |  |   | 65,813    |  
|                                                             | Asset dispositions                                |  |                        | 7,640     |               |  |              |         |   |  |   | 7,640     |  
|                                                             | Interest and financing expense, net               |  |                        | 23,780    |               |  |              | 14,699  |   |  |   | 38,479    |  
|                                                             | Equity in net loss of unconsolidated affiliates   |  |                        | (169      | )             |  |              | (888    | ) |  |   | (1,057    | )
|                                                             | Provision for income taxes                        |  |                        | 3,809     |               |  |              | 681     |   |  |   | 4,490     |  
|                                                             | Adjusted EBITDA(1)                                |  |                        | 97,848    |               |  |              | (3,539  | ) |  |   | 94,309    |  
|                                                             | Total assets                                      |  |                        | 1,789,220 |               |  |              | 606,415 |   |  |   | 2,395,635 |  
|                                                             | Total capital expenditures                        |  |                        | 30,605    |               |  |              | 21,143  |   |  |   | 51,748    |  
|Three months ended March 31, 2002                            |                                                   |  |                        |           |               |  |              |         |   |  |   |          
|                                                             | Total revenues                                    |  | $                      | 211,277   |               |  | $            | 73,149  |   |  | $ | 284,426   |  
|                                                             | Depreciation, amortization and accretion          |  |                        | 49,562    |               |  |              | 10,877  |   |  |   | 60,439    |  
|                                                             | Interest and financing expense, net               |  |                        | 29,004    |               |  |              | 10,003  |   |  |   | 39,007    |  
|                                                             | Equity in net income of unconsolidated affiliates |  |                        |           |               |  |              | 1,647   |   |  |   | 1,647     |  
|                                                             | Provision for income taxes                        |  |                        | 103,540   |               |  |              | 393     |   |  |   | 103,933   |  
|                                                             | Adjusted EBITDA(1)                                |  |                        | 84,887    |               |  |              | (12,665 | ) |  |   | 72,222    |  
|                                                             | Total assets                                      |  |                        | 1,838,105 |               |  |              | 498,330 |   |  |   | 2,336,435 |  
|                                                             | Total capital expenditures                        |  |                        | 35,275    |               |  |              | 42,734  |   |  |   | 78,009    |  

(1)Adjusted EBITDA

EBITDA, which the Company has in the past also referred to as cash flow,
is a non-GAAP financial measure generally defined as net income (loss) before
interest, taxes, depreciation and amortization. However, when the Company uses
the non-GAAP financial measure EBITDA it further excludes the following items:
(i) accretion; (ii) asset dispositions; (iii) stock-based compensation; (iv)
equity in net (income) loss of unconsolidated affiliates, net of tax and other,
net; (v) (gain) loss on sale of joint venture; (vi) minority interests in net
loss of consolidated subsidiaries; (vii)

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

discontinued operations; and (viii)
cumulative change in accounting principle. Accordingly, the Company has
revised the title EBITDA that it has used in the past to Adjusted EBITDA.
Each of the items excluded from Adjusted EBITDA referenced above is presented
in the Companys Condensed Consolidated Statements of Operations and
Comprehensive Loss.

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

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

Adjusted EBITDA is consistent with certain financial measures used in the
Companys Credit Facility and the 2006 Notes and 2007 Notes. Such financial
measures are key components of several negative covenants including, among
others, the limitation on incurrence of indebtedness, the limitations on
investments and acquisitions and the limitation on distributions and dividends.

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

13



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

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

|                  |                                                                                     |   |                              |        |               |   |              |        |          |   |                        |        |              |   |         |         |   |   |         |        |   |   |          |         |  
|----------------- | ----------------------------------------------------------------------------------- | - | ---------------------------- | ------ | ------------- | - | ------------ | ------ | -------- | - | ---------------------- | ------ | ------------ | - | ------- | ------- | - | - | ------- | ------ | - | - | -------- | ------- | -
|                  |                                                                                     |   | Three months ended March 31,
|                  |                                                                                     |   |                             
|                  |                                                                                     |   | 2003                         |        | 2002         
|                  |                                                                                     |   | (As
restated  see Note 7)   |        |              
|                  |                                                                                     |   |                              |        |              
|                  |                                                                                     |   | Domestic                     |        | International |   | Consolidated |        | Domestic |   | International          |        | Consolidated
|                  |                                                                                     |   |                              |        |               |   |              |        |          |   |                        |        |             
|                  |                                                                                     |   |                              |        |               |   |              |        |          |   | (Dollars in thousands) |        |              |   |         |         |   |   |        
|Net income (loss) |                                                                                     | $ | 13,281                       |        |               | $ | (37,314      | )      |          | $ | (24,033                | )      |              | $ | (91,423 | )       |   | $ | (29,225 | )      |   | $ | (120,648 | )      
|                  | Depreciation,
amortization and
accretion                                            |   |                              | 50,162 |               |   |              | 15,651 |          |   |                        | 65,813 |              |   |         | 49,562  |   |   |         | 10,877 |   |   |          | 60,439  |  
|                  | Asset dispositions                                                                  |   |                              | 7,640  |               |   |              |        |          |   |                        | 7,640  |              |   |         |         |   |   |         |        |   |   |          |         |  
|                  | Stock-based
compensation                                                            |   |                              |        |               |   |              |        |          |   |                        |        |              |   |         |         |   |   |         |        |   |   |          |         |  
|                  | Interest and
financing
expense, net                                                 |   |                              | 23,780 |               |   |              | 14,699 |          |   |                        | 38,479 |              |   |         | 29,004  |   |   |         | 10,003 |   |   |          | 39,007  |  
|                  | Equity in net
(income) loss of
unconsolidated
affiliates, net
of tax and other,
net |   |                              | (2,013 | )             |   |              | 4,094  |          |   |                        | 2,081  |              |   |         | (5,796  | ) |   |         | (16    | ) |   |          | (5,812  | )
|                  | (Gain) loss on
sale of joint
venture                                                |   |                              |        |               |   |              |        |          |   |                        |        |              |   |         |         |   |   |         |        |   |   |          |         |  
|                  | Minority
interests in net
loss of
consolidated
subsidiaries                         |   |                              |        |               |   |              | (2,392 | )        |   |                        | (2,392 | )            |   |         |         |   |   |         | (3,235 | ) |   |          | (3,235  | )
|                  | Provision for
income taxes                                                          |   |                              | 3,809  |               |   |              | 681    |          |   |                        | 4,490  |              |   |         | 103,540 |   |   |         | 393    |   |   |          | 103,933 |  
|                  | Discontinued
operations                                                             |   |                              |        |               |   |              |        |          |   |                        |        |              |   |         |         |   |   |         | (1,462 | ) |   |          | (1,462  | )
|                  | Cumulative change
in accounting
principle                                           |   |                              | 1,189  |               |   |              | 1,042  |          |   |                        | 2,231  |              |   |         |         |   |   |         |        |   |   |          |         |  
|                  |                                                                                     |   |                              |        |               |   |              |        |          |   |                        |        |              |   |         |         |   |   |         |        |   |   |          |        
|Adjusted EBITDA   |                                                                                     | $ | 97,848                       |        |               | $ | (3,539       | )      |          | $ | 94,309                 |        |              | $ | 84,887  |         |   | $ | (12,665 | )      |   | $ | 72,222   |        
|                  |                                                                                     |   |                              |        |               |   |              |        |          |   |                        |        |              |   |         |         |   |   |         |        |   |   |          |        



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

We must assess the recoverability of our domestic licenses at least
annually. This evaluation is performed on our domestic licensing costs as a
single unit. We are required to separate individual licensing costs from the
combined operating unit at the time we adopt or consider a plan to dispose of
an individual market. During late 2002, we began considering the sale of one of
our domestic Rural Service Area (RSA) licenses. In May 2003, we signed an
asset purchase agreement to sell the assets and license for our Arizona 6 RSA
for $22.8 million in cash. The sales price of this RSA reflects that future
cash flows will be less than the carrying value of the license. Accordingly, we
have recorded an impairment related to this RSA during the first quarter of
2003 of $7.6 million which is included in asset dispositions in our
consolidated statement of operations. General market prices along with the
sales price of this RSA still support our aggregate license valuation and do
not indicate any broader impairment issue. We do not anticipate any further
impact to our statement of operations related to this disposition.

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



|7. |  | Restatement of Financial Statements:
|-- |  | ------------------------------------

We are
restating our financial statements in response to comments received
from the SEC regarding our Quarterly Report on Form 10-Q for the
quarter ended March 31, 2003 that was originally filed on
May 15, 2003. This restatement relates to the Company's adoption
of SFAS No. 143.

SFAS
No. 143 relates to the costs of closing facilities and removing
assets, and requires entities to record the fair value of a legal
liability for an ARO in the period it is incurred if a reasonable
estimate of fair value can be made. In the filing of our original
Quarterly Report on Form 10-Q for the quarter ended March 31,
2003 we did not record an ARO. We believed we could not estimate the
fair value of our ARO based on our specific facts and circumstances
with respect to the timing of the settlement of the underlying
leases and probability of enforcement of the contractual remediation
obligation. Subsequently we have prepared the estimate and have
recorded an ARO and a non-cash cumulative change in accounting
principle in our unaudited Condensed Consolidated Financial
Statements for the period ended March 31, 2003. Our estimate is
calculated based on the assumption that 100% of the leases requiring
remediation will be settled at the end of the lease life. As a result
of adopting SFAS No. 143, on January 1, 2003, we recorded
an ARO of $6.8 million and a non-cash cumulative change in
accounting principle of $2.2 million representing accumulated
accretion and depreciation through December 31, 2002. The
accretion and depreciation expenses for the three months ended
March 31, 2003 related to the adoption of SFAS No. 143 were
$0.2 million. There was no impact to our Condensed Consolidated
Balance Sheet as of December 31, 2002 or our results of
operations or cash flows for the three months ended March 31,
2002.

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

The
following table summarizes the effects of this restatement upon
certain line items of our
Condensed Consolidated Financial Statements:

Condensed Consolidated Statement of Operations and Comprehensive Loss

|                                                                                                                |                                                                        |   |                        |       |          |   |         |       |  
|--------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------- | - | ---------------------- | ----- | -------- | - | ------- | ----- | -
|                                                                                                                |                                                                        |   | Three months ended    
|                                                                                                                |                                                                        |   | March 31, 2003        
|                                                                                                                |                                                                        |   |                       
|                                                                                                                |                                                                        |   | As originally          |       | As      
|                                                                                                                |                                                                        |   | reported               |       | restated
|                                                                                                                |                                                                        |   |                        |       |         
|                                                                                                                |                                                                        |   | (Dollars in thousands,
|                                                                                                                |                                                                        |   | except per share data)
|Depreciation, amortization and accretion                                                                        |                                                                        | $ | 65,572                 |       |          | $ | 65,813  |      
|Total operating expenses                                                                                        |                                                                        | $ | 306,077                |       |          | $ | 306,318 |      
|Loss from continuing operations before
provision for income taxes and cumulative
change in accounting principle |                                                                        | $ | (17,071                | )     |          | $ | (17,312 | )    
|Loss from continuing operations before
cumulative change in accounting principle                                |                                                                        | $ | (21,561                | )     |          | $ | (21,802 | )    
|Cumulative change in accounting principle                                                                       |                                                                        |   |                        |       |          | $ | (2,231  | )    
|Net loss                                                                                                        |                                                                        | $ | (21,561                | )     |          | $ | (24,033 | )    
|Basic and diluted loss per share:                                                                               |                                                                        |   |                        |       |          |   |         |      
|                                                                                                                | Continuing
operations before cumulative change in accounting principle |   | $                      | (0.27 | )        |   | $       | (0.27 | )
|                                                                                                                | Discontinued operations                                                |   |                        |       |          |   |         |       |  
|                                                                                                                | Cumulative change in accounting principle                              |   |                        |       |          |   |         | (0.03 | )
|                                                                                                                |                                                                        |   |                        |       |          |   |         |      
|Basic and diluted loss per share                                                                                |                                                                        | $ | (0.27                  | )     |          | $ | (0.30   | )    
|                                                                                                                |                                                                        |   |                        |       |          |   |         |      

Condensed Consolidated Balance Sheet

|                                                        |  |                        |            |          |  |   |            |  
|------------------------------------------------------- |  | ---------------------- | ---------- | -------- |  | - | ---------- | -
|                                                        |  | As of March 31, 2003  
|                                                        |  |                       
|                                                        |  | As originally          |            | As      
|                                                        |  | reported               |            | restated
|                                                        |  |                        |            |         
|                                                        |  | (Dollars in thousands)
|Property and equipment, net of accumulated
depreciation |  | $                      | 841,291    |          |  | $ | 845,833    |  
|Total assets                                            |  | $                      | 2,391,093  |          |  | $ | 2,395,635  |  
|Other long-term liabilities                             |  |                        |            |          |  | $ | 7,014      |  
|Deficit                                                 |  | $                      | (1,150,518 | )        |  | $ | (1,152,990 | )
|Total net capital deficiency                            |  | $                      | (505,970   | )        |  | $ | (508,442   | )
|Total liabilities and net capital deficiency            |  | $                      | 2,391,093  |          |  | $ | 2,395,635  |  

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

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

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

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

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

We are
restating certain portions of Managements Discussion and
Analysis of Financial Condition and Results of Operations
(MD&A) in response to comments received from the
Securities and Exchange Commission (SEC) regarding our
Quarterly Report on Form 10-Q for the quarter ended
March 31, 2003 that was originally filed on May 15, 2003.
This restatement relates solely to the Companys adoption of
Statement of Financial Accounting Standards (SFAS)
No. 143, Accounting for Asset Retirement
Obligations, (SFAS No. 143).

SFAS No. 143 relates to the costs of closing facilities and removing
assets, and requires entities to record the fair value of a legal liability for
an ARO in the period it is incurred if a reasonable
estimate of fair value can be made. In the filing of our original Quarterly
Report on Form 10-Q for the quarter ended March 31, 2003 we did not record an
ARO. We believed we could not estimate the fair value of our ARO
based on our specific facts and circumstances with respect to the
timing of the settlement of the underlying leases and probability of
enforcement of the contractual remediation obligation. Subsequently we
have prepared the estimate and have recorded an ARO and a non-cash
cumulative change in accounting principle in our unaudited Condensed
Consolidated Financial Statements for the period ended March 31,
2003. Our estimate is calculated based on the assumption that 100% of
the leases requiring remediation will be settled at the end of the
lease life. As a result of adopting SFAS No. 143, on
January 1, 2003, we recorded an ARO of $6.8 million and a
non-cash cumulative change in accounting principle of
$2.2 million representing accumulated accretion and depreciation
through December 31, 2002. The accretion and depreciation
expenses for the three months ended March 31, 2003 related to
the adoption of SFAS No. 143 were $0.2 million. There was
no impact to our Condensed Consolidated Balance Sheet as of
December 31, 2002 or our results of operations or cash flows for
the three months ended March 31, 2002.

We have also revised
this MD&A to conform the disclosures regarding the non-GAAP
financial measure EBITDA to the disclosures (including
the reconciliation to the most directly comparable GAAP financial
measure) regarding Adjusted EBITDA we began using in
connection with our quarterly results for the second quarter of 2003.
Unless otherwise stated, all information contained in this amendment
is as of May 15, 2003, the filing date of our original Quarterly
Report.

Overview

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

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

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##### Table of Contents



We own approximately 98% of Western Wireless International Holding
Corporation (WWI). The balance is owned by the President of WWI who is also
an Executive Vice President of the Company. WWI, through its consolidated
subsidiaries and equity investments, is a provider of wireless communications
services in nine countries. WWI owns controlling interests in six of these
countries: Slovenia, Austria, Ireland, Bolivia, Haiti and Ghana. These six
entities are consolidated into our financial results. Operations in Côte
dIvoire, Croatia and Georgia are accounted for using the equity method. In the
fourth quarter of 2002, WWI sold its majority ownership interest in its
Icelandic subsidiary and wrote off its investment in Côte dIvoire.

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

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

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

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

|                    |                                          |                          |   |                              |         |      |   |         |         | 
|------------------- | ---------------------------------------- | ------------------------ | - | ---------------------------- | ------- | ---- | - | ------- | ------- | 
|                    |                                          |                          |   | Three months ended March 31,
|                    |                                          |                          |   |                             
|                    |                                          |                          |   | 2003                         |         | 2002
|                    |                                          |                          |   |                              |         |     
|                    |                                          |                          |   | (As restated)               
|                    |                                          |                          |   | (Dollars in thousands)      
|Revenues:           |                                          |                          |   |                              |         |      |   |        
|                    | Subscriber revenues                      |                          | $ | 162,367                      |         |      | $ | 145,678 |        
|                    | Roamer revenues                          |                          |   | 48,179                       |         |      |   | 53,010  |        
|                    | Equipment sales                          |                          |   | 9,816                        |         |      |   | 10,425  |        
|                    | Other revenues                           |                          |   | 1,115                        |         |      |   | 2,164   |        
|                    |                                          |                          |   |                              |         |      |   |        
|                    |                                          | Total revenues           |   | $                            | 221,477 |      |   | $       | 211,277 | 
|Operating expenses: |                                          |                          |   |                              |         |      |   |        
|                    | Cost of service                          |                          | $ | 39,385                       |         |      | $ | 44,334  |        
|                    | Cost of equipment sales                  |                          |   | 18,898                       |         |      |   | 18,430  |        
|                    | General and administrative               |                          |   | 38,977                       |         |      |   | 37,888  |        
|                    | Sales and marketing                      |                          |   | 26,369                       |         |      |   | 25,738  |        
|                    | Depreciation, amortization and accretion |                          |   | 50,162                       |         |      |   | 49,562  |        
|                    | Asset dispositions                       |                          |   | 7,640                        |         |      |   |         |        
|                    |                                          |                          |   |                              |         |      |   |        
|                    |                                          | Total operating expenses |   | $                            | 181,431 |      |   | $       | 175,952 | 
|                   
|                    | Adjusted EBITDA                          |                          | $ | 97,848                       |         |      | $ | 84,887  |        

For the definition of Adjusted EBITDA, and the reconciliation of Adjusted
EBITDA, which is a non-GAAP financial measure, to net income (loss), the most
directly comparable GAAP financial measure, see Adjustments to Reconcile Net
Income (Loss) to Adjusted EBITDA below. Adjusted EBITDA is the
measure of profitability utilized by our Chief Operating Decision
Maker and is presented herein in accordance with
SFAS No. 131 Disclosures about Segments of an
Enterprise and Related Information.

Domestic Revenues

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

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

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

Domestic Operating Expenses

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

Cost of equipment sales increased slightly for the three months ended
March 31, 2003 compared to the same period in 2002. The slight increase was the
result of an increase in the volume of handsets sold offset by a decrease in
the average per unit cost of handsets sold. In 2003, we expect that regulatory
and technological requirements, along with demand for feature rich handsets,
will increase our per unit cost of handsets. Although subscribers generally are
responsible for purchasing or otherwise obtaining their own handsets, we have
historically sold handsets below cost to respond to competition and general
industry practice. We expect to continue to do so in the future.

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

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

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

Domestic Adjusted EBITDA

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

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

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

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

|                    |                                          |                          |   |                              |         |      |   |         |        | 
|------------------- | ---------------------------------------- | ------------------------ | - | ---------------------------- | ------- | ---- | - | ------- | ------ | 
|                    |                                          |                          |   | Three months ended March 31,
|                    |                                          |                          |   |                             
|                    |                                          |                          |   | 2003                         |         | 2002
|                    |                                          |                          |   |                              |         |     
|                    |                                          |                          |   | (As
restated)                |         |     
|                    |                                          |                          |   | (Dollars in thousands)      
|Revenues:           |                                          |                          |   |                              |         |      |   |        
|                    | Subscriber revenues                      |                          | $ | 70,957                       |         |      | $ | 47,516  |       
|                    | Roamer revenues                          |                          |   | 13,899                       |         |      |   | 7,853   |       
|                    | Fixed line revenues                      |                          |   | 15,051                       |         |      |   | 13,616  |       
|                    | Equipment sales                          |                          |   | 3,227                        |         |      |   | 3,244   |       
|                    | Other revenues                           |                          |   | 2,563                        |         |      |   | 920     |       
|                    |                                          |                          |   |                              |         |      |   |        
|                    |                                          | Total revenues           |   | $                            | 105,697 |      |   | $       | 73,149 | 
|Operating expenses: |                                          |                          |   |                              |         |      |   |        
|                    | Cost of service                          |                          | $ | 55,250                       |         |      | $ | 43,414  |       
|                    | Cost of equipment sales                  |                          |   | 13,763                       |         |      |   | 7,813   |       
|                    | General and administrative               |                          |   | 19,128                       |         |      |   | 21,214  |       
|                    | Sales and marketing                      |                          |   | 21,095                       |         |      |   | 13,373  |       
|                    | Depreciation, amortization and accretion |                          |   | 15,651                       |         |      |   | 10,877  |       
|                    |                                          |                          |   |                              |         |      |   |        
|                    |                                          | Total operating expenses |   | $                            | 124,887 |      |   | $       | 96,691 | 
|                   
|                    | Adjusted EBITDA                          |                          | $ | (3,539                       | )       |      | $ | (12,665 | )     

For the definition of Adjusted EBITDA, and the reconciliation of Adjusted
EBITDA, which is a non-GAAP financial measure, to net income (loss), the most
directly comparable GAAP financial measure, see Adjustments to Reconcile Net
Income (Loss) to Adjusted EBITDA below. Adjusted EBITDA is the
measure of profitability utilized by our Chief Operating Decision
Maker and is presented herein in accordance with
SFAS No. 131 Disclosures about Segments of an
Enterprise and Related Information.

Because WWI has operations in three countries in Europe in which the
functional currency is the euro or is linked to the euro, fluctuations in
exchange rates may have a significant impact on its financial results of
operations. The results of operations for the three months ended March 31,
2003, reflect the effect of an 18% appreciation of the euro as compared to the
U.S. dollar, compared to the same period in 2002, which had a comparable
positive impact on revenues and a negative impact on operating expenses. Our
European subsidiaries in Austria, Ireland and Slovenia represented 86% and 88%
of total international segment revenues and expenses, respectively, for the
three months ended March 31, 2003. Such European subsidiaries represented 73%
and 75% of total international segment revenues and expenses, respectively, for
the three months ended March 31, 2002. Such fluctuations have less effect on
local operating results, however, because WWI offers service in the currencies
of the countries in which they operate. Management cannot predict future
fluctuations in currency exchange rates, and accordingly cannot predict the
potential impact of any such fluctuations on WWIs results of operations.

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International Revenues

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

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

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

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

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

International Operating Expenses

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

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

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

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

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

Depreciation, amortization and accretion expense increased for the three
months ended March 31, 2003 compared to the same period in 2002, primarily due
to network expansion in our European markets and the strengthening of the euro
as compared to the U.S. dollar. As WWI continues to

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add wireless infrastructure to service its growing international
subscriber base, management anticipates depreciation, amortization and
accretion will increase in future periods.

International Adjusted EBITDA

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

Adjustments to Reconcile Net Income (Loss) to Adjusted EBITDA

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

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

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

Adjusted EBITDA is consistent with certain financial measures used in the
Companys Credit Facility and the 2006 Notes and 2007 Notes. Such financial
measures are key components of several negative covenants including, among
others, the limitation on incurrence of indebtedness, the limitations on
investments and acquisitions and the limitation on distributions and dividends.

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

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

|                  |                                                                                                                          |   |                              |        |               |   |              |        |          |   |               |        |              |   |         |         |   |   |         |        |   |   |          |         |  
|----------------- | ------------------------------------------------------------------------------------------------------------------------ | - | ---------------------------- | ------ | ------------- | - | ------------ | ------ | -------- | - | ------------- | ------ | ------------ | - | ------- | ------- | - | - | ------- | ------ | - | - | -------- | ------- | -
|                  |                                                                                                                          |   | Three months ended March 31,
|                  |                                                                                                                          |   |                             
|                  |                                                                                                                          |   | 2003(As
restated)            |        | 2002         
|                  |                                                                                                                          |   |                              |        |              
|                  |                                                                                                                          |   | Domestic                     |        | International |   | Consolidated |        | Domestic |   | International |        | Consolidated
|                  |                                                                                                                          |   |                              |        |               |   |              |        |          |   |               |        |             
|                  |                                                                                                                          |   | (Dollars in thousands)      
|Net income (loss) |                                                                                                                          | $ | 13,281                       |        |               | $ | (37,314      | )      |          | $ | (24,033       | )      |              | $ | (91,423 | )       |   | $ | (29,225 | )      |   | $ | (120,648 | )      
|                  | Depreciation,
amortization and
accretion                                                                                 |   |                              | 50,162 |               |   |              | 15,651 |          |   |               | 65,813 |              |   |         | 49,562  |   |   |         | 10,877 |   |   |          | 60,439  |  
|                  | Asset dispositions                                                                                                       |   |                              | 7,640  |               |   |              |        |          |   |               | 7,640  |              |   |         |         |   |   |         |        |   |   |          |         |  
|                  | Stock-based
compensation                                                                                                 |   |                              |        |               |   |              |        |          |   |               |        |              |   |         |         |   |   |         |        |   |   |          |         |  
|                  | Interest and
financing
expense, net                                                                                      |   |                              | 23,780 |               |   |              | 14,699 |          |   |               | 38,479 |              |   |         | 29,004  |   |   |         | 10,003 |   |   |          | 39,007  |  
|                  | Equity in net
(income) loss of
unconsolidated
affiliates, net
of tax and other,
net
(Gain) loss on
sale of joint
venture |   |                              | (2,013 | )             |   |              | 4,094  |          |   |               | 2,081  |              |   |         | (5,796  | ) |   |         | (16    | ) |   |          | (5,812  | )
|                  | Minority
interests in net
loss of
consolidated
subsidiaries                                                              |   |                              |        |               |   |              | (2,392 | )        |   |               | (2,392 | )            |   |         |         |   |   |         | (3,235 | ) |   |          | (3,235  | )
|                  | Provision for
income taxes                                                                                               |   |                              | 3,809  |               |   |              | 681    |          |   |               | 4,490  |              |   |         | 103,540 |   |   |         | 393    |   |   |          | 103,933 |  
|                  | Discontinued
operations                                                                                                  |   |                              |        |               |   |              |        |          |   |               |        |              |   |         |         |   |   |         | (1,462 | ) |   |          | (1,462  | )
|                  | Cumulative change
in accounting
principle                                                                                |   |                              | 1,189  |               |   |              | 1,042  |          |   |               | 2,231  |              |   |         |         |   |   |         |        |   |   |          |         |  
|                  |                                                                                                                          |   |                              |        |               |   |              |        |          |   |               |        |              |   |         |         |   |   |         |        |   |   |          |        
|Adjusted EBITDA   |                                                                                                                          | $ | 97,848                       |        |               | $ | (3,539       | )      |          | $ | 94,309        |        |              | $ | 84,887  |         |   | $ | (12,665 | )      |   | $ | 72,222   |        
|                  |                                                                                                                          |   |                              |        |               |   |              |        |          |   |               |        |              |   |         |         |   |   |         |        |   |   |          |        

Consolidated Other Income (Expense)

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

Provision for Income Taxes

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

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tax basis in the future. Deferred income taxes represent a non-cash charge
and are not currently paid or payable and accordingly there is no impact on
interim cash flows from operating, investing or financing activities. We will
continue to evaluate the need for this valuation allowance for accounting
purposes to determine if we should reverse all or part of the allowance in the
future.

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

Consolidated Loss from Continuing Operations before Cumulative Change in
Accounting Principle

On a consolidated basis the $100.3 million improvement in the loss from
continuing operations before cumulative change in accounting principle resulted
mainly from the one-time charge related to the provision for income taxes upon
the adoption of SFAS No. 142 on January 1, 2002.

Total Discontinued Operations

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

Consolidated Liquidity and Capital Resources

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

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

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

In October 2000, NuevaTel, S.A. (NuevaTel), a subsidiary of WWI, entered
into a bridge loan facility (Bolivian Bridge Loan) to provide funding for the
build-out and implementation of NuevaTels network in Bolivia. WWI has
guaranteed its pro rata share (71.5%), based upon its ownership interest in
NuevaTel, of the Bolivian Bridge Loan. The loan was originally scheduled to
mature in its entirety in October 2002. In October 2002, the maturity date of
the Bolivian Bridge Loan was extended to March 31, 2003. In March 2003, the
maturity date of the Bolivian Bridge Loan was extended to June 30, 2003 and may
be extended to September 30, 2003 at the sole discretion of the lender. Minimum
net worth and capitalization covenants have also been extended. In March 2003,
the Overseas Private Investment Corporation (OPIC) approved a $50 million
loan guarantee for the refinancing of the Bolivian Bridge Loan (Bolivian
Refinancing). The final terms of the Bolivian Refinancing are still being
negotiated with prospective lenders. We expect, but there can be no assurance,
the Bolivian Bridge Loan will be refinanced in the third quarter of 2003. Until
the
23Table of Contents

Bolivian Refinancing is finalized, we intend to seek additional extensions
of the Bolivian Bridge Loan maturity date, but there can be no assurance that
any necessary extension will be granted. As of March 31, 2003, the outstanding
amount under the Bolivian Bridge Loan was $34.7 million and the facility was
fully drawn.

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

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

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

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

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

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

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

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

Net cash provided by operating activities was $67.1 million for the three
months ended March 31, 2003. Adjustments to the $24.0 million net loss to
reconcile to net cash provided by operating activities included: (i) $66.7
million of depreciation, amortization and accretion expense; (ii) $2.2 million
24Table of Contents

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

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

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

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PART II  OTHER INFORMATION




Item 6. Exhibits and Reports On Form 8-K

|    |  |         |      |             |  |                                                                                                                                                                                                                                                                          
|--- |  | ------- | ---- | ----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) |  | Exhibit |      | Description
|    |  |         |      |            
|    |  |         | 31.1 |             |  | Certification of John W. Stanton, Chairman and Chief Executive Officer of
Western Wireless Corporation, pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 (Rule 13a-14(a))                                                                                       
|    |  |         |      |             |  |                                                                                                                                                                                                                                                                          
|    |  |         | 31.2 |             |  | Certification of M. Wayne Wisehart, Executive Vice President and Chief
Financial Officer of Western Wireless Corporation, pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a))                                                                     
|    |  |         |      |             |  |                                                                                                                                                                                                                                                                          
|    |  |         | 32.1 |             |  | Certification of John W. Stanton, Chairman and Chief Executive Officer of
Western Wireless Corporation, pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title
18, United States Code)                  
|    |  |         |      |             |  |                                                                                                                                                                                                                                                                          
|    |  |         | 32.2 |             |  | Certification of M. Wayne Wisehart, Executive Vice President and Chief
Financial Officer of Western Wireless Corporation, pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350,
Chapter 63 of Title 18, United States Code)



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

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##### Table of Contents






SIGNATURES

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

Western Wireless Corporation

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

Dated: September 11, 2003

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EXHIBIT INDEX

|        |  |                                                                                                                                                                                                                                                                          
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  | Description                                                                                                                                                                                                                                                              
|        |  |                                                                                                                                                                                                                                                                          
|31.1    |  | Certification of John W. Stanton, Chairman and Chief Executive Officer of Western Wireless Corporation, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a))                                                                                       
|       
|31.2    |  | Certification of M. Wayne Wisehart, Executive Vice President and Chief Financial Officer of Western Wireless
Corporation, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a))                                                                     
|       
|32.1    |  | Certification of John W. Stanton, Chairman and Chief Executive Officer of Western Wireless Corporation, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of
Section 1350, Chapter 63 of Title 18, United States Code)                  
|       
|32.2    |  | Certification of M. Wayne Wisehart, Executive Vice President and Chief Financial Officer of Western Wireless
Corporation, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350,
Chapter 63 of Title 18, United States Code)
|       

28