##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549


Form 10-Q

|           |  |                                                                                        
|---------- |  | ---------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                        
|[X]        |  | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2003


Or


|[   ] |  | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|----- |  | ----------------------------------------------------------------------------------------

For the transition period from to


Commission File Number 000-28160

WESTERN WIRELESS CORPORATION




(Exact name of registrant as specified in its charter)


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

(425) 586-8700




(Registrants telephone number, including area code)




---

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


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

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

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

|                                   |  |                                           |            | 
|---------------------------------- |  | ----------------------------------------- | ---------- | 
|Title                              |  | Shares Outstanding as of November 3, 2003
|                                   |  |                                          
|Class A Common Stock, no par value |  |                                           | 84,623,846 | 
|Class B Common Stock, no par value |  |                                           | 6,792,721  | 

1



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TABLE OF CONTENTS



|                            |                                                                                               |                                                                                 |  |  |  |  |  | 
|--------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------- |  |  |  |  |  | 
|                            |                                                                                               | Condensed Consolidated Balance Sheets                                          
|                            |                                                                                               | Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
|                            |                                                                                               | Condensed Consolidated Statements of Cash Flows                                
|                            |                                                                                               | Notes to Condensed Consolidated Financial Statements                           
|                            | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                            | Item 3. Quantitative and Qualitative Disclosures about Market Risk                           
|                            | Item 4. Controls and Procedures                                                              
|PART II - OTHER INFORMATION
|                            | Item 1. Legal Proceedings                                                                    
|                            | Item 2. Changes in Securities and Use of Proceeds                                            
|                            | Item 3. Defaults upon Senior Securities                                                      
|                            | Item 4. Submission of Matters to a Vote of Security Holders                                  
|                            | Item 5. Other Information                                                                    
|                            | Item 6. Exhibits and Reports On Form 8-K                                                     
|SIGNATURES                 
|EXHIBIT INDEX              
|EXHIBIT 10.39              
|EXHIBIT 10.40              
|EXHIBIT 12.1               
|EXHIBIT 31.1               
|EXHIBIT 31.2               
|EXHIBIT 32.1               
|EXHIBIT 32.2               



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##### Table of Contents



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

Table of Contents

|                               |                                                                                               |                                                                                                                                                 |  |      |   | 
|------------------------------ | --------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | - | 
|                               |                                                                                               |                                                                                                                                                 |  | Page
|                               |                                                                                               |                                                                                                                                                 |  |     
|PART I - FINANCIAL INFORMATION |                                                                                               |                                                                                                                                                 |  |     
|                               | Item 1. Financial Statements (unaudited)                                                      |                                                                                                                                                 |  |      |  
|                               |                                                                                               | Condensed Consolidated Balance Sheets as of September 30, 2003 and December 31, 2002                                                            |  |      | 3 | 
|                               |                                                                                               | Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Nine Months
Ended September 30, 2003 and 2002 |  |      | 4 | 
|                               |                                                                                               | Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2003 and 2002                                           |  |      | 5 | 
|                               |                                                                                               | Notes to Condensed Consolidated Financial Statements                                                                                            |  |      | 6 | 
|                               | Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations |                                                                                                                                                 |  | 19   |  
|                               | Item 3. Quantitative and Qualitative Disclosures about Market Risk                            |                                                                                                                                                 |  | 35   |  
|                               | Item 4. Controls and Procedures                                                               |                                                                                                                                                 |  | 37   |  
|PART II - OTHER INFORMATION    |                                                                                               |                                                                                                                                                 |  |     
|                               | Item 1. Legal Proceedings                                                                     |                                                                                                                                                 |  | 38   |  
|                               | Item 2. Changes in Securities and Use of Proceeds                                             |                                                                                                                                                 |  | 38   |  
|                               | Item 3. Defaults Upon Senior Securities                                                       |                                                                                                                                                 |  | 38   |  
|                               | Item 4. Submission of Matters to a Vote of Security Holders                                   |                                                                                                                                                 |  | 38   |  
|                               | Item 5. Other Information                                                                     |                                                                                                                                                 |  | 38   |  
|                               | Item 6. Exhibits and Reports on Form 8-K                                                      |                                                                                                                                                 |  | 38   |  
|                               | Signatures                                                                                    |                                                                                                                                                 |  | 40   |  
|                               | Exhibit Index                                                                                 |                                                                                                                                                 |  | 41   |  

2



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##### Table of Contents






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

|                                                                                                                  |                                                                                               |                                                                                                  |                                                                                 |                              |         |               |           |              |         |         |           |  
|----------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------- | ---------------------------- | ------- | ------------- | --------- | ------------ | ------- | ------- | --------- | -
|                                                                                                                  |                                                                                               |                                                                                                  |                                                                                 |                              |         | September 30, |           | December 31,
|                                                                                                                  |                                                                                               |                                                                                                  |                                                                                 |                              |         | 2003          |           | 2002        
|                                                                                                                  |                                                                                               |                                                                                                  |                                                                                 |                              |         |               |           |             
|ASSETS                                                                                                            |                                                                                               |                                                                                                  |                                                                                 |                              |         |               |           |             
|Current assets:                                                                                                   |                                                                                               |                                                                                                  |                                                                                 |                              |         |               |           |             
|                                                                                                                  | Cash and cash equivalents                                                                     |                                                                                                  | $                                                                               | 111,819                      |         |               | $         | 62,429       |        
|                                                                                                                  |                                                                                               | Accounts receivable, net of allowance for doubtful accounts of
$28,477 and $22,059, respectively |                                                                                 |                              | 202,225 |               |           |              | 159,976 |        
|                                                                                                                  | Inventory                                                                                     |                                                                                                  |                                                                                 | 18,815                       |         |               |           | 24,461       |        
|                                                                                                                  | Marketable securities                                                                         |                                                                                                  |                                                                                 | 12,458                       |         |               |           | 10,270       |        
|                                                                                                                  | Prepaid expenses and other current assets                                                     |                                                                                                  |                                                                                 | 23,877                       |         |               |           | 43,078       |        
|                                                                                                                  |                                                                                               |                                                                                                  |                                                                                 |                              |         |               |           |              |        
|                                                                                                                  |                                                                                               |                                                                                                  |                                                                                 | Total current assets         |         |               | 369,194   |              |         |         | 300,214   |  
|Property and equipment, net of accumulated depreciation of $908,692
and $739,437, respectively                    |                                                                                               |                                                                                                  | 821,448                                                                         |                              |         |               | 855,595   |             
|Licensing costs and other intangible assets, net of accumulated
amortization of $23,718 and $23,838, respectively |                                                                                               |                                                                                                  | 1,160,078                                                                       |                              |         |               | 1,163,399 |             
|Investments in and advances to unconsolidated affiliates                                                          |                                                                                               |                                                                                                  | 8,226                                                                           |                              |         |               | 41,284    |             
|Other assets                                                                                                      |                                                                                               |                                                                                                  | 21,658                                                                          |                              |         |               | 38,484    |             
|                                                                                                                  |                                                                                               |                                                                                                  |                                                                                 |                              |         |               |           |              |        
|                                                                                                                  |                                                                                               | $                                                                                                | 2,380,604                                                                       |                              |         | $             | 2,398,976 |             
|                                                                                                                  |                                                                                               |                                                                                                  |                                                                                 |                              |         |               |           |              |        
|LIABILITIES AND NET CAPITAL DEFICIENCY                                                                            |                                                                                               |                                                                                                  |                                                                                 |                              |         |               |           |             
|Current liabilities:                                                                                              |                                                                                               |                                                                                                  |                                                                                 |                              |         |               |           |             
|                                                                                                                  | Accounts payable                                                                              |                                                                                                  | $                                                                               | 78,206                       |         |               | $         | 59,363       |        
|                                                                                                                  | Accrued liabilities and other                                                                 |                                                                                                  |                                                                                 | 192,060                      |         |               |           | 176,783      |        
|                                                                                                                  | Construction accounts payable                                                                 |                                                                                                  |                                                                                 | 25,578                       |         |               |           | 30,543       |        
|                                                                                                                  | Current portion of long-term debt                                                             |                                                                                                  |                                                                                 | 46,137                       |         |               |           | 144,196      |        
|                                                                                                                  |                                                                                               |                                                                                                  |                                                                                 |                              |         |               |           |              |        
|                                                                                                                  |                                                                                               |                                                                                                  |                                                                                 | Total current liabilities    |         |               | 341,981   |              |         |         | 410,885   |  
|                                                                                                                  |                                                                                               |                                                                                                  |                                                                                 |                              |         |               |           |              |        
|Long-term liabilities:                                                                                            |                                                                                               |                                                                                                  |                                                                                 |                              |         |               |           |             
|                                                                                                                  | Long-term debt, net of current portion                                                        |                                                                                                  |                                                                                 | 2,330,552                    |         |               |           | 2,321,955    |        
|                                                                                                                  | Deferred income taxes                                                                         |                                                                                                  |                                                                                 | 140,036                      |         |               |           | 120,687      |        
|                                                                                                                  | Other long-term liabilities                                                                   |                                                                                                  |                                                                                 | 22,483                       |         |               |           | 9,137        |        
|                                                                                                                  |                                                                                               |                                                                                                  |                                                                                 |                              |         |               |           |              |        
|                                                                                                                  |                                                                                               |                                                                                                  |                                                                                 | Total long-term liabilities  |         |               | 2,493,071 |              |         |         | 2,451,779 |  
|                                                                                                                  |                                                                                               |                                                                                                  |                                                                                 |                              |         |               |           |              |        
|Minority interests in consolidated subsidiaries                                                                   |                                                                                               |                                                                                                  | 20,886                                                                          |                              |         |               | 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, 72,622,492 and 72,229,605 shares issued and outstanding,
respectively; |                              |         |               |           |              |         |         |          
|                                                                                                                  |                                                                                               |                                                                                                  | Class B, 6,792,721 and 6,774,724 shares issued and outstanding,
respectively    |                              |         | 671,719       |           |              |         | 669,072 |          
|                                                                                                                  | Deferred compensation                                                                         |                                                                                                  |                                                                                 | (140                         | )       |               |           | (39          | )      
|                                                                                                                  | Accumulated other comprehensive loss                                                          |                                                                                                  |                                                                                 | (15,534                      | )       |               |           | (26,513      | )      
|                                                                                                                  | Deficit                                                                                       |                                                                                                  |                                                                                 | (1,131,379                   | )       |               |           | (1,128,957   | )      
|                                                                                                                  |                                                                                               |                                                                                                  |                                                                                 |                              |         |               |           |              |        
|                                                                                                                  |                                                                                               |                                                                                                  |                                                                                 | Total net capital deficiency |         |               | (475,334  | )            |         |         | (486,437  | )
|                                                                                                                  |                                                                                               |                                                                                                  |                                                                                 |                              |         |               |           |              |        
|                                                                                                                  |                                                                                               | $                                                                                                | 2,380,604                                                                       |                              |         | $             | 2,398,976 |             
|                                                                                                                  |                                                                                               |                                                                                                  |                                                                                 |                              |         |               |           |              |        

See accompanying notes to condensed consolidated financial statements.

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##### Table of Contents






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

|                                                                                                                         |                                                                                                                   |                                |                              |         |                    |       |                   |         |         |        |            |          |           |       |            |          |          |        |  
|------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------- | ------------------------------ | ---------------------------- | ------- | ------------------ | ----- | ----------------- | ------- | ------- | ------ | ---------- | -------- | --------- | ----- | ---------- | -------- | -------- | ------ | -
|                                                                                                                         |                                                                                                                   |                                |                              |         | Three months ended |       | Nine months ended
|                                                                                                                         |                                                                                                                   |                                |                              |         | September 30,      |       | September 30,    
|                                                                                                                         |                                                                                                                   |                                |                              |         |                    |       |                  
|                                                                                                                         |                                                                                                                   |                                |                              |         | 2003               |       | 2002              |         | 2003    |        | 2002      
|                                                                                                                         |                                                                                                                   |                                |                              |         |                    |       |                   |         |         |        |           
|Revenues:                                                                                                                |                                                                                                                   |                                |                              |         |                    |       |                   |         |         |        |            |          |           |       |            |         
|                                                                                                                         | Subscriber revenues                                                                                               |                                | $                            | 294,397 |                    |       | $                 | 207,138 |         |        | $          | 791,624  |           |       | $          | 598,547  |         
|                                                                                                                         | Roamer revenues                                                                                                   |                                |                              | 73,365  |                    |       |                   | 69,799  |         |        |            | 199,633  |           |       |            | 194,854  |         
|                                                                                                                         | Fixed line revenues                                                                                               |                                |                              | 13,686  |                    |       |                   | 14,257  |         |        |            | 43,377   |           |       |            | 41,256   |         
|                                                                                                                         | Equipment sales                                                                                                   |                                |                              | 16,174  |                    |       |                   | 13,300  |         |        |            | 42,450   |           |       |            | 39,504   |         
|                                                                                                                         | Other revenues                                                                                                    |                                |                              | 3,703   |                    |       |                   | 1,813   |         |        |            | 10,647   |           |       |            | 7,421    |         
|                                                                                                                         |                                                                                                                   |                                |                              |         |                    |       |                   |         |         |        |            |          |           |       |            |          |         
|                                                                                                                         |                                                                                                                   | Total revenues                 |                              |         | 401,325            |       |                   |         | 306,307 |        |            |          | 1,087,731 |       |            |          | 881,582  |       
|                                                                                                                         |                                                                                                                   |                                |                              |         |                    |       |                   |         |         |        |            |          |           |       |            |          |         
|Operating expenses:                                                                                                      |                                                                                                                   |                                |                              |         |                    |       |                   |         |         |        |            |          |           |       |            |         
|                                                                                                                         | Cost of service (exclusive of depreciation and accretion
included below)                                          |                                |                              | 109,501 |                    |       |                   | 93,019  |         |        |            | 308,982  |           |       |            | 271,201  |         
|                                                                                                                         | Cost of equipment sales                                                                                           |                                |                              | 41,528  |                    |       |                   | 28,648  |         |        |            | 111,313  |           |       |            | 82,529   |         
|                                                                                                                         | General and administrative (exclusive of stock-based
compensation of $0, ($5,450), $0 and ($5,450), respectively) |                                |                              | 68,675  |                    |       |                   | 56,144  |         |        |            | 188,991  |           |       |            | 164,229  |         
|                                                                                                                         | Sales and marketing                                                                                               |                                |                              | 52,249  |                    |       |                   | 43,720  |         |        |            | 150,564  |           |       |            | 128,474  |         
|                                                                                                                         | Depreciation, amortization and accretion                                                                          |                                |                              | 70,889  |                    |       |                   | 60,628  |         |        |            | 208,312  |           |       |            | 178,449  |         
|                                                                                                                         | Asset dispositions                                                                                                |                                |                              |         |                    |       |                   | (1,252  | )       |        |            | 7,640    |           |       |            | 6,304    |         
|                                                                                                                         | Stock-based compensation, net                                                                                     |                                |                              |         |                    |       |                   | (5,450  | )       |        |            |          |           |       |            | (5,450   | )       
|                                                                                                                         |                                                                                                                   |                                |                              |         |                    |       |                   |         |         |        |            |          |           |       |            |          |         
|                                                                                                                         |                                                                                                                   | Total operating expenses       |                              |         | 342,842            |       |                   |         | 275,457 |        |            |          | 975,802   |       |            |          | 825,736  |       
|                                                                                                                         |                                                                                                                   |                                |                              |         |                    |       |                   |         |         |        |            |          |           |       |            |          |         
|Other income (expense):                                                                                                  |                                                                                                                   |                                |                              |         |                    |       |                   |         |         |        |            |          |           |       |            |         
|                                                                                                                         | Interest and financing expense, net                                                                               |                                |                              | (43,221 | )                  |       |                   | (38,844 | )       |        |            | (119,139 | )         |       |            | (116,853 | )       
|                                                                                                                         | Equity in net income of unconsolidated affiliates, net of tax                                                     |                                |                              | 904     |                    |       |                   | 1,917   |         |        |            | 1,549    |           |       |            | 4,405    |         
|                                                                                                                         | Gain on sale of Croatian joint venture                                                                            |                                |                              |         |                    |       |                   |         |         |        |            | 40,519   |           |       |            |          |         
|                                                                                                                         | Loss on extinguishment of debt                                                                                    |                                |                              | (21,220 | )                  |       |                   |         |         |        |            | (21,220  | )         |       |            |          |         
|                                                                                                                         | Other, net                                                                                                        |                                |                              | (3,356  | )                  |       |                   | (4,489  | )       |        |            | 3,422    |           |       |            | (2,853   | )       
|                                                                                                                         |                                                                                                                   |                                |                              |         |                    |       |                   |         |         |        |            |          |           |       |            |          |         
|                                                                                                                         |                                                                                                                   | Total other expense            |                              |         | (66,893            | )     |                   |         | (41,416 | )      |            |          | (94,869   | )     |            |          | (115,301 | )     
|                                                                                                                         |                                                                                                                   |                                |                              |         |                    |       |                   |         |         |        |            |          |           |       |            |          |         
|Minority interests in net loss of consolidated subsidiaries                                                              |                                                                                                                   |                                | 153                          |         |                    |       | 1,472             |         |         |        | 4,196      |          |           |       | 7,297      |         
|                                                                                                                         |                                                                                                                   |                                |                              |         |                    |       |                   |         |         |        |            |          |           |       |            |          |         
|Income (loss) from continuing operations before provision for
income taxes and cumulative change in accounting principle |                                                                                                                   |                                | (8,257                       | )       |                    |       | (9,094            | )       |         |        | 21,256     |          |           |       | (52,158    | )       
|Provision for income taxes                                                                                               |                                                                                                                   |                                | (10,212                      | )       |                    |       | (7,010            | )       |         |        | (21,447    | )        |           |       | (115,998   | )       
|                                                                                                                         |                                                                                                                   |                                |                              |         |                    |       |                   |         |         |        |            |          |           |       |            |          |         
|Loss from continuing operations before cumulative change in
accounting principle                                         |                                                                                                                   |                                | (18,469                      | )       |                    |       | (16,104           | )       |         |        | (191       | )        |           |       | (168,156   | )       
|Discontinued operations                                                                                                  |                                                                                                                   |                                |                              |         |                    |       | 1,381             |         |         |        |            |          |           |       | 5,408      |         
|Cumulative change in accounting principle                                                                                |                                                                                                                   |                                |                              |         |                    |       |                   |         |         |        | (2,231     | )        |           |       |            |         
|                                                                                                                         |                                                                                                                   |                                |                              |         |                    |       |                   |         |         |        |            |          |           |       |            |          |         
|                                                                                                                         |                                                                                                                   | Net loss                       |                              | $       | (18,469            | )     |                   | $       | (14,723 | )      |            | $        | (2,422    | )     |            | $        | (162,748 | )     
|                                                                                                                         |                                                                                                                   |                                |                              |         |                    |       |                   |         |         |        |            |          |           |       |            |          |         
|Basic and diluted loss per share:                                                                                        |                                                                                                                   |                                |                              |         |                    |       |                   |         |         |        |            |          |           |       |            |         
|                                                                                                                         | Continuing operations before cumulative change in accounting
principle                                            |                                | $                            | (0.23   | )                  |       | $                 | (0.20   | )       |        | $          | (0.00    | )         |       | $          | (2.13    | )       
|                                                                                                                         | Discontinued operations                                                                                           |                                |                              |         |                    |       |                   | 0.01    |         |        |            |          |           |       |            | 0.07     |         
|                                                                                                                         | Cumulative change in accounting principle                                                                         |                                |                              |         |                    |       |                   |         |         |        |            | (0.03    | )         |       |            |          |         
|                                                                                                                         |                                                                                                                   |                                |                              |         |                    |       |                   |         |         |        |            |          |           |       |            |          |         
|Basic and diluted loss per share                                                                                         |                                                                                                                   | $                              | (0.23                        | )       |                    | $     | (0.19             | )       |         | $      | (0.03      | )        |           | $     | (2.06      | )       
|                                                                                                                         |                                                                                                                   |                                |                              |         |                    |       |                   |         |         |        |            |          |           |       |            |          |         
|Basic and diluted weighted average shares outstanding                                                                    |                                                                                                                   |                                | 79,313,000                   |         |                    |       | 78,969,000        |         |         |        | 79,266,000 |          |           |       | 78,950,000 |         
|                                                                                                                         |                                                                                                                   |                                |                              |         |                    |       |                   |         |         |        |            |          |           |       |            |          |         
|Pro forma net loss assuming SFAS No. 143 is applied
retroactively (see Note 2  Long Lived Assets)                       |                                                                                                                   | $                              | (18,469                      | )       |                    | $     | (14,955           | )       |         | $      | (191       | )        |           | $     | (163,432   | )       
|                                                                                                                         |                                                                                                                   |                                |                              |         |                    |       |                   |         |         |        |            |          |           |       |            |          |         
|Comprehensive income (loss):                                                                                             |                                                                                                                   |                                |                              |         |                    |       |                   |         |         |        |            |          |           |       |            |         
|                                                                                                                         | Net loss                                                                                                          |                                | $                            | (18,469 | )                  |       | $                 | (14,723 | )       |        | $          | (2,422   | )         |       | $          | (162,748 | )       
|                                                                                                                         | Unrealized income (loss) on marketable securities:                                                                |                                |                              |         |                    |       |                   |         |         |        |            |          |           |       |            |          |         
|                                                                                                                         |                                                                                                                   | Reclassification adjustment    |                              |         | 3,766              |       |                   |         |         |        |            |          | 3,917     |       |            |          |          |       
|                                                                                                                         |                                                                                                                   | Unrealized holding gain (loss) |                              |         | 548                |       |                   |         | (2,153  | )      |            |          | 2,440     |       |            |          | (4,906   | )     
|                                                                                                                         |                                                                                                                   |                                |                              |         |                    |       |                   |         |         |        |            |          |           |       |            |          |         
|                                                                                                                         |                                                                                                                   |                                | Net unrealized income (loss) |         |                    | 4,314 |                   |         |         | (2,153 | )          |          |           | 6,357 |            |          |          | (4,906 | )
|                                                                                                                         | Foreign currency translation                                                                                      |                                |                              | (148    | )                  |       |                   | 1,640   |         |        |            | 800      |           |       |            | 8,406    |         
|                                                                                                                         | Unrealized gain (loss) on hedges                                                                                  |                                |                              | 2,849   |                    |       |                   | (4,344  | )       |        |            | 3,822    |           |       |            | (6,016   | )       
|                                                                                                                         |                                                                                                                   |                                |                              |         |                    |       |                   |         |         |        |            |          |           |       |            |          |         
|Total comprehensive income (loss)                                                                                        |                                                                                                                   | $                              | (11,454                      | )       |                    | $     | (19,580           | )       |         | $      | 8,557      |          |           | $     | (165,264   | )       
|                                                                                                                         |                                                                                                                   |                                |                              |         |                    |       |                   |         |         |        |            |          |           |       |            |          |         

See accompanying notes to condensed consolidated financial statements.

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

|                                               |                                                                                 |                                                               |                                           |          |                   |         |         |          |          |         | 
|---------------------------------------------- | ------------------------------------------------------------------------------- | ------------------------------------------------------------- | ----------------------------------------- | -------- | ----------------- | ------- | ------- | -------- | -------- | ------- | 
|                                               |                                                                                 |                                                               |                                           |          | Nine months ended
|                                               |                                                                                 |                                                               |                                           |          | September 30,    
|                                               |                                                                                 |                                                               |                                           |          |                  
|                                               |                                                                                 |                                                               |                                           |          | 2003              |         | 2002   
|                                               |                                                                                 |                                                               |                                           |          |                   |         |        
|Operating activities:                          |                                                                                 |                                                               |                                           |          |                   |         |         |         
|                                               | Net loss                                                                        |                                                               | $                                         | (2,422   | )                 |         | $       | (162,748 | )       
|                                               | Adjustments to reconcile net loss to net cash provided by operating activities: |                                                               |                                           |          |                   |         |         |          |         
|                                               |                                                                                 | Discontinued operations                                       |                                           |          |                   |         |         |          | (5,408   | )      
|                                               |                                                                                 | Gain on sale of Croatian joint venture                        |                                           |          | (40,519           | )       |         |          |          |        
|                                               |                                                                                 | Cumulative change in accounting principle                     |                                           |          | 2,231             |         |         |          |          |        
|                                               |                                                                                 | Realized loss on marketable securities                        |                                           |          | 3,890             |         |         |          |          |        
|                                               |                                                                                 | Loss on extinguishment of debt                                |                                           |          | 21,220            |         |         |          |          |        
|                                               |                                                                                 | Depreciation, amortization and accretion                      |                                           |          | 211,166           |         |         |          | 181,399  |        
|                                               |                                                                                 | Deferred income taxes                                         |                                           |          | 19,349            |         |         |          | 114,101  |        
|                                               |                                                                                 | Asset dispositions                                            |                                           |          | 7,640             |         |         |          | 6,304    |        
|                                               |                                                                                 | Stock-based compensation, net                                 |                                           |          |                   |         |         |          | (5,450   | )      
|                                               |                                                                                 | Equity in net income of unconsolidated affiliates, net of tax |                                           |          | (1,549            | )       |         |          | (4,405   | )      
|                                               |                                                                                 | Minority interests in net loss of consolidated subsidiaries   |                                           |          | (4,196            | )       |         |          | (7,297   | )      
|                                               |                                                                                 | Adjustment of interest rate hedges to fair market value       |                                           |          | (9,170            | )       |         |          | 2,745    |        
|                                               |                                                                                 | Non cash interest                                             |                                           |          | 7,910             |         |         |          | 4,671    |        
|                                               |                                                                                 | Other, net                                                    |                                           |          | 5,700             |         |         |          | 2,556    |        
|                                               |                                                                                 | Changes in operating assets and liabilities                   |                                           |          | 21,609            |         |         |          | (9,423   | )      
|                                               |                                                                                 |                                                               |                                           |          |                   |         |         |          |         
|                                               |                                                                                 |                                                               | Net cash provided by operating activities |          |                   | 242,859 |         |          |          | 117,045 | 
|                                               |                                                                                 |                                                               |                                           |          |                   |         |         |          |         
|Investing activities:                          |                                                                                 |                                                               |                                           |          |                   |         |         |         
|                                               | Purchase of property and equipment                                              |                                                               |                                           | (147,656 | )                 |         |         | (220,458 | )       
|                                               | Additions to licensing costs and other intangible assets                        |                                                               |                                           | (5,497   | )                 |         |         | (15,431  | )       
|                                               | Proceeds from sale of Croatian joint venture                                    |                                                               |                                           | 69,630   |                   |         |         |          |         
|                                               | Proceeds from asset dispositions                                                |                                                               |                                           | 22,800   |                   |         |         | 5,102    |         
|                                               | Slovenian Credit Facility collateralization                                     |                                                               |                                           | (522     | )                 |         |         | (18,655  | )       
|                                               | Other, net                                                                      |                                                               |                                           | 1,815    |                   |         |         | (858     | )       
|                                               |                                                                                 |                                                               |                                           |          |                   |         |         |          |         
|                                               |                                                                                 | Net cash used in investing activities                         |                                           |          | (59,430           | )       |         |          | (250,300 | )      
|                                               |                                                                                 |                                                               |                                           |          |                   |         |         |          |         
|Financing activities:                          |                                                                                 |                                                               |                                           |          |                   |         |         |         
|                                               | Additions to long-term debt                                                     |                                                               |                                           | 739,504  |                   |         |         | 171,117  |         
|                                               | Repayment of long-term debt                                                     |                                                               |                                           | (840,225 | )                 |         |         | (51,877  | )       
|                                               | Deferred financing costs                                                        |                                                               |                                           | (28,155  | )                 |         |         |          |         
|                                               | Premium on extinguishment of debt                                               |                                                               |                                           | (10,133  | )                 |         |         |          |         
|                                               | Other, net                                                                      |                                                               |                                           | 877      |                   |         |         | 1,323    |         
|                                               |                                                                                 |                                                               |                                           |          |                   |         |         |          |         
|                                               |                                                                                 | Net cash (used in) provided by financing activities           |                                           |          | (138,132          | )       |         |          | 120,563  |        
|                                               |                                                                                 |                                                               |                                           |          |                   |         |         |          |         
|Effect of exchange rate changes on cash        |                                                                                 |                                                               | 4,093                                     |          |                   |         | 1,731   |         
|Change in cash and cash equivalents            |                                                                                 |                                                               | 49,390                                    |          |                   |         | (10,961 | )       
|Cash and cash equivalents, beginning of period |                                                                                 |                                                               | 62,429                                    |          |                   |         | 45,083  |         
|                                               |                                                                                 |                                                               |                                           |          |                   |         |         |          |         
|Cash and cash equivalents, end of period       |                                                                                 | $                                                             | 111,819                                   |          |                   | $       | 34,122  |         
|                                               |                                                                                 |                                                               |                                           |          |                   |         |         |          |         

See accompanying notes to condensed consolidated financial statements.

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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.

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

The condensed consolidated financial statements have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission
(SEC) that permit reduced disclosures for interim periods. The condensed
consolidated balance sheet as of December 31, 2002, has been derived from
audited financial statements. The unaudited interim condensed consolidated
financial statements dated September 30, 2003 and 2002, are presented herein,
and reflect all adjustments, which are, in the opinion of management, necessary
for a fair presentation of the financial position, results of operations and
cash flows for the periods presented. Results of operations for interim
periods presented herein are not necessarily indicative of results of
operations for the entire year. For further information, refer to our annual
audited financial statements and footnotes thereto contained in the Companys
Form 10-K for the year ended December 31, 2002.

2. Summary of Significant Accounting Policies:

Supplemental Cash Flow Disclosure:

Cash paid for interest was $126.7 million and $113.2 million for the nine
months ended September 30, 2003 and 2002, respectively. Cash paid for taxes
was $2.1 million and $1.9 million for the nine months ended September 30, 2003
and 2002, respectively.

Reclassifications:

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

Principles of Consolidation:

The consolidated financial statements include the accounts of the Company,
its wholly-owned subsidiaries and its affiliate investments in which we have a
greater than 50% interest. All affiliate investments in which we have a
non-controlling interest, but have significant influence, are accounted for
using the equity method. All significant intercompany accounts and
transactions have been eliminated. As of September 30, 2003, we consolidate
six of WWIs operating entities: Slovenia, Austria, Ireland, Bolivia, Haiti
and Ghana.

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

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

Revenue Recognition:

Beginning
in the third quarter of 2003, we are including in our
subscriber revenues amounts collected from our customers for federal and state
universal service fund assessments. The subsequent remittances to the
universal service fund are recorded in general and administrative expenses.
The amounts included in subscriber revenues and general and administrative
expenses for the three and nine months ended September 30, 2003, were $6.7
million each. Because the amount was not material to our previously reported
revenues, expenses or net income (loss), we have not changed prior periods.

Long-Lived Assets:

On January 1, 2003, we adopted Statement of Financial Accounting Standards
(SFAS) No. 143, Accounting for Asset Retirement Obligations (SFAS No.
143). This statement relates to the costs of closing facilities and removing
assets. SFAS No. 143 requires entities to record the fair value of a legal
liability for an asset retirement obligation (ARO) in the period it is
incurred if a reasonable estimate of fair value can be made. This cost is
initially capitalized and amortized over the remaining life of the underlying
asset. Once the obligation is ultimately settled, any difference between the
final cost and the recorded liability is recognized as a gain or loss. 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 expense for the three and nine months
ended September 30, 2003 related to the adoption of SFAS No. 143 were $0.2
million and $0.7 million, respectively.

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                            |         | Nine months ended |  | Year ended  
|             |                                 |  | September 30,                                 |         | September 30,     |  | December 31,
|             |                                 |  |                                               |         |                   |  |             
|             |                                 |  | 2003                                          |         | 2002              |  | 2003         |         | 2002 |  | 2002 |        | 2001 |  | 2000
|             |                                 |  |                                               |         |                   |  |              |         |      |  |      |        |      |  |     
|             |                                 |  | (Dollars in thousands, except per share data)
|As reported: |                                 |  |                                               |         |                   |  |              |         |      |  |      |        |      |  |      |          |   |  |   |          |   |  |   |          |   |  |   |       
|             | Net income (loss)               |  | $                                             | (18,469 | )                 |  | $            | (14,723 | )    |  | $    | (2,422 | )    |  | $    | (162,748 | ) |  | $ | (185,681 | ) |  | $ | (155,077 | ) |  | $ | 65,406 | 
|             | Basic income (loss) per share   |  | $                                             | (0.23   | )                 |  | $            | (0.19   | )    |  | $    | (0.03  | )    |  | $    | (2.06    | ) |  | $ | (2.35    | ) |  | $ | (1.97    | ) |  | $ | 0.84   | 
|             | Diluted income (loss) per
share |  | $                                             | (0.23   | )                 |  | $            | (0.19   | )    |  | $    | (0.03  | )    |  | $    | (2.06    | ) |  | $ | (2.35    | ) |  | $ | (1.97    | ) |  | $ | 0.81   | 
|Pro forma:   |                                 |  |                                               |         |                   |  |              |         |      |  |      |        |      |  |      |          |   |  |   |          |   |  |   |          |   |  |   |       
|             | Net income (loss)               |  | $                                             | (18,469 | )                 |  | $            | (14,955 | )    |  | $    | (191   | )    |  | $    | (163,432 | ) |  | $ | (186,601 | ) |  | $ | (155,631 | ) |  | $ | 65,204 | 
|             | Basic income (loss) per share   |  | $                                             | (0.23   | )                 |  | $            | (0.19   | )    |  | $    | 0.00   |      |  | $    | (2.07    | ) |  | $ | (2.36    | ) |  | $ | (1.98    | ) |  | $ | 0.84   | 
|             | Diluted income (loss) per
share |  | $                                             | (0.23   | )                 |  | $            | (0.19   | )    |  | $    | 0.00   |      |  | $    | (2.07    | ) |  | $ | (2.36    | ) |  | $ | (1.98    | ) |  | $ | 0.81   | 

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

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

Indefinite Life Intangible Assets:

Our domestic FCC licenses are considered to be indefinite life intangible
assets under SFAS No. 142 Goodwill and Other Intangible Assets (SFAS No.
142). Under SFAS No. 142, indefinite life intangible assets are no longer
amortized for book purposes but rather are assessed annually for impairment.
During the third quarter of 2003, we completed our annual impairment assessment
of our indefinite life intangible assets and determined that in the aggregate
they continue not to be impaired. In our annual impairment assessment, fair
value was determined using the discounted present value of expected future cash
flows. Impairment must be assessed at least annually for these assets, or when
indications of impairment exist. It is possible that future assessments could
cause us to conclude that impairment indications exist. Accordingly, there are
no assurances that future valuations will result in the conclusion that our
domestic licenses are not impaired.

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 101⁄2% Senior Subordinated
Notes due June 2006 (the 2006 Notes) and all of the 101⁄2% Senior
Subordinated Notes due 2007 (the 2007 Notes). As a result of the early
redemption of the 2006 and 2007 Notes in August 2003 (see Note 3), we cancelled
the interest rate swaps and recognized a loss of $2.8 million at the
cancellation date. The loss on cancellation is included in the $21.2 million
loss on extinguishment of debt as presented in our condensed consolidated
statements of operations and comprehensive income (loss).

Loss per Common Share:

Loss per share is calculated using the weighted average number of shares
of outstanding stock during the period. For loss periods, the options
outstanding and assumed conversions of our 4.625% Convertible Subordinated
Notes 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 2,020,274
and 2,706,673 for the nine months ended September 30, 2003 and 2002,
respectively, and 2,774,639 and 3,431,436 for the three months ended September
30, 2003 and 2002, respectively. Weighted average shares issuable upon the
assumed conversion of our 4.625% Convertible Subordinated Notes, which were not
included in the calculation because they were anti-dilutive, were 7,440,476 and
3,052,503 for the three and nine months ended September 30, 2003, respectively.
Stock option exercises and the conversion of all or a portion of the 4.625%
Convertible Subordinated Notes could potentially dilute earnings per share in
the future.

Stock-Based Compensation Plans:

In December 2002, we adopted the disclosure provisions of 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.

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

The following table illustrates the effect on our 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                            |   | Nine months ended
|                                  |                                                                                                  |  |   | September 30,                                 |   | September 30,    
|                                  |                                                                                                  |  |   |                                               |   |                  
|                                  |                                                                                                  |  |   | 2003                                          |   | 2002              |   | 2003    |   | 2002
|                                  |                                                                                                  |  |   |                                               |   |                   |   |         |   |     
|                                  |                                                                                                  |  |   | (Dollars in thousands, except per share data)
|Net loss:                         |                                                                                                  |  |   |                                               |   |                   |   |         |   |      |   |        |   |  |   |         
|                                  | As reported                                                                                      |  | $ | (18,469                                       | ) |                   | $ | (14,723 | ) |      | $ | (2,422 | ) |  | $ | (162,748 | )
|                                  | Deduct: stock-based
compensation expense
determined under fair value
based method for all awards |  |   | (1,417                                        | ) |                   |   | (1,962  | ) |      |   | (3,971 | ) |  |   | (6,479   | )
|                                  |                                                                                                  |  |   |                                               |   |                   |   |         |   |      |   |        |   |  |   |          |  
|                                  | Pro forma net loss                                                                               |  | $ | (19,886                                       | ) |                   | $ | (16,685 | ) |      | $ | (6,393 | ) |  | $ | (169,227 | )
|                                  |                                                                                                  |  |   |                                               |   |                   |   |         |   |      |   |        |   |  |   |          |  
|Basic and diluted loss per share: |                                                                                                  |  |   |                                               |   |                   |   |         |   |      |   |        |   |  |   |         
|                                  | As reported                                                                                      |  | $ | (0.23                                         | ) |                   | $ | (0.19   | ) |      | $ | (0.03  | ) |  | $ | (2.06    | )
|                                  |                                                                                                  |  |   |                                               |   |                   |   |         |   |      |   |        |   |  |   |          |  
|                                  | Pro forma                                                                                        |  | $ | (0.25                                         | ) |                   | $ | (0.21   | ) |      | $ | (0.08  | ) |  | $ | (2.14    | )
|                                  |                                                                                                  |  |   |                                               |   |                   |   |         |   |      |   |        |   |  |   |          |  

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 |  |      | 4.09 | %    |  |  | 5.03 | %
|Expected dividend yield                   |  |      | 0.0  | %    |  |  | 0.0  | %
|Expected volatility                       |  |      | 75.0 | %    |  |  | 66.0 | %
|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 May 2003, the Financial Accounting Standards Board (FASB) issued SFAS
No. 150 Accounting for Certain Financial Instruments with Characteristics of
both Liabilities and Equity (SFAS No. 150), which establishes standards for
how an issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity. SFAS No. 150 requires that an
issuer classify a financial instrument that is within its scope as a liability
(or an asset in some circumstances), many of which were previously classified
as equity. SFAS No. 150 is effective for us for financial instruments entered
into or modified after May 31, 2003 and for fiscal periods beginning after June
15, 2003 for existing financial instruments. On October 29, 2003, the FASB
voted to defer the provisions of paragraphs 9 and 10 of SFAS No. 150 as they
apply to mandatorily redeemable noncontrolling interests. We will evaluate the
applicability of any changes to these provisions upon their reissuance. There
was no impact to our financial position or results of operations as a result of
adopting those provisions of SFAS No. 150 that remained in effect.

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

In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133
on Derivative Instruments and Hedging Activities (SFAS No. 149), which
amends and clarifies the accounting guidance on derivative instruments and
hedging activities that fall within the scope of SFAS No. 133,
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 adopted the provisions of SFAS No. 149 effective July 1,
2003 on a prospective basis which had no material effect on our financial
position or results of operations.

In January 2003, the FASB issued Financial Interpretation (FIN) No. 46,
Consolidation of Variable Interest Entities (FIN No. 46). The objective of
FIN No. 46 is to improve financial reporting by companies involved with
variable interest entities. Prior to FIN No. 46, a company generally included
another entity in its consolidated financial statements only if that company
controlled the entity through voting interests. FIN No. 46 requires a variable
interest entity to be consolidated by a company if that company is either
subject to a majority of the risk of loss from the variable interest entitys
activities, entitled to receive a majority of the entitys residual returns or
both. The consolidation requirements of FIN No. 46 apply immediately to
variable interest entities created after January 31, 2003. Certain disclosure
requirements apply to all financial statements issued after January 31, 2003
regardless of when the variable interest entity was established. We adopted
the provisions of FIN No. 46 effective January 31, 2003 for new or revised
agreements and adopted the provisions of FIN No. 46 for existing agreements on
July 1, 2003. In October 2003, certain provisions of FIN No. 46 were
deferred by the FASB until December 31, 2003. The adoption of
the effective provisions of FIN No. 46 had no material
effect on our financial position or results of operations and we do not expect
the adoption of the remaining provisions to have a material effect on our future
financial position or results of operations.

In
October 2002, the FASB reached a consensus on Emerging Issues Task
Force (EITF) Issue No. 00-21,
Revenue Arrangements with Multiple Deliverables (EITF No. 00-21). EITF No.
00-21 addresses arrangements with multiple deliverables specifying how the
arrangement consideration should be measured, whether the arrangement should be
divided into separate units of accounting and how the arrangement should be
allocated among the separate units of accounting. EITF No. 00-21 is applicable
to an arrangement in which some, but not all of its deliverables are within the
scope of other existing higher-level authoritative literature that does not
provide guidance with respect to determining separate units of accounting.
EITF No. 00-21 indicates a need for Staff Accounting Bulletin (SAB) No. 101,
Revenue Recognition in Financial Statements (SAB No. 101), to be modified.
EITF No. 00-21 is effective for revenue arrangements entered into in fiscal
periods beginning after June 15, 2003. We adopted the provisions of EITF No.
00-21 effective July 1, 2003 on a prospective basis which had no material
effect on our financial position or results of operations.

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

3. Long-Term Debt:

|                                               |            |   |                        |         |              |   |           |           | 
|---------------------------------------------- | ---------- | - | ---------------------- | ------- | ------------ | - | --------- | --------- | 
|                                               |            |   | September 30,          |         | December 31,
|                                               |            |   | 2003                   |         | 2002        
|                                               |            |   |                        |         |             
|                                               |            |   | (Dollars in thousands)
|Credit Facility:                               |            |   |                        |         |              |   |           |          
|                                               | Revolvers  |   | $                      | 525,000 |              |   | $         | 700,000   | 
|                                               | Term Loans |   |                        | 822,000 |              |   |           | 1,100,000 | 
|101⁄2% Senior Subordinated Notes Due 2006        |            |   |                        |         |              |   | 187,050   |          
|101⁄2% Senior Subordinated Notes Due 2007        |            |   |                        |         |              |   | 196,000   |          
|9.250% Senior Notes Due 2013                   |            |   | 600,000                |         |              |   |           |          
|4.625% Convertible Subordinated Notes Due 2023 |            |   | 115,000                |         |              |   |           |          
|tele.ring Term Loan                            |            |   | 204,165                |         |              |   | 151,976   |          
|Slovenian Credit Facility                      |            |   | 64,090                 |         |              |   | 71,391    |          
|Bolivian Bridge Loan                           |            |   | 34,700                 |         |              |   | 34,700    |          
|Other                                          |            |   | 11,734                 |         |              |   | 25,034    |          
|                                               |            |   |                        |         |              |   |           |           | 
|                                               |            |   | 2,376,689              |         |              |   | 2,466,151 |          
|Less current portion                           |            |   | (46,137                | )       |              |   | (144,196  | )        
|                                               |            |   |                        |         |              |   |           |           | 
|                                               |            | $ | 2,330,552              |         |              | $ | 2,321,955 |          
|                                               |            |   |                        |         |              |   |           |           | 

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

|                                      |            |   |                        |         | 
|------------------------------------- | ---------- | - | ---------------------- | ------- | 
|                                      |            |   | (Dollars in thousands)
|Three months ending December 31, 2003 |            | $ | 36,293                 |        
|Year ending December 31,              |            |   |                        |        
|                                      | 2004       |   |                        | 11,790  | 
|                                      | 2005       |   |                        | 225,793 | 
|                                      | 2006       |   |                        | 469,206 | 
|                                      | 2007       |   |                        | 317,963 | 
|                                      | 2008       |   |                        | 591,846 | 
|                                      | Thereafter |   |                        | 723,798 | 
|                                      |            |   |                        |        
|                                      |            | $ | 2,376,689              |        
|                                      |            |   |                        |        

Credit Facility:

In July 2003, we amended our credit facility with a consortium of lenders
(as amended, the Credit Facility). As part of the amendment we reduced the
commitment under one of our revolving credit lines by $150 million and made
prepayments aggregating $400 million under the other revolving
credit line and the term loans. After such reduction and prepayments our Credit Facility
consists of (i) a $350 million term loan (Term Loan A); (ii) a $500 million
term loan (Term Loan B); (iii) a $350 million revolving loan (Revolver A);
and (iv) a $350 million revolving loan (Revolver
B). The commitment reduction and each such prepayment was applied to the
earliest maturities first. In addition, among other modifications, we modified
certain quarterly financial covenants and included a new covenant requiring our
domestic operations to maintain a minimum ratio of annualized operating cash
flow to senior secured indebtedness. The amendment also requires us to make
mandatory prepayments from excess cash flow and from certain proceeds of
certain indebtedness. In 2004, based on current assumptions, we may be
required to prepay between $55 million and $65 million of indebtedness under
the Credit Facility from excess cash flow. The amendment further limits the
amount we are permitted to invest in our international subsidiaries from
January 1, 2003 to $100

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

million plus certain other amounts received, such as net proceeds from the
sale or disposition of our interest in a foreign subsidiary. Our applicable
margin under Revolver A, Revolver B and Term Loan A, based upon our leverage
ratio, has been increased to a range of 1.625% to 2.25% for Eurodollar advances
and 0.625% to 1.25% for prime rate advances. The applicable margin for Term
Loan B increased to 3.25% for Eurodollar advances and 2.25% for prime rate
advances.

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

In August 2003, we elected to redeem the entire principal amount of the
2006 Notes and 2007 Notes together with accrued interest. The redemption price
for the 2006 Notes was 101.75% and the redemption price for the 2007 Notes was
103.5%. We recorded a $16.9 million aggregate loss on the extinguishment
of the 2006 and 2007 Notes and the cancellation of the related interest rate
swaps in the third quarter of 2003.

9.250% Senior Notes Due 2013:

In July 2003, we issued $600 million of 9.250% Senior Notes due 2013 (the
2013 Notes) at par. Interest is payable semi-annually. We may redeem the
2013 Notes at our option at any time on or after July 15, 2008, in whole or
from time to time in part, at specified redemption prices, plus accrued and
unpaid interest. In addition, on or before July 15, 2008, we may redeem any of
the 2013 Notes at our option at any time, in whole, or from time to time in
part, at a redemption price equal to the greater of: (i) 100% of the principal
amount of the 2013 Notes being redeemed or (ii) the sum of the present values of the
remaining scheduled payments of principal and interest on the 2013 Notes being
redeemed discounted to the date of redemption at a specified rate. In
addition, on or before July 15, 2006, we may apply, at our option, certain proceeds
from issuances of our capital stock and from transactions with affiliates and
related persons to redeem up to 35% of the aggregate principal amount of
the 2013 Notes at a
redemption price equal to 109.250% of the principal amount of the
2013 Notes being redeemed, plus accrued and unpaid interest to but excluding the
date fixed for redemption. The 2013 Notes contain certain covenants that,
among other things, limit our ability to incur additional indebtedness, make
certain asset dispositions, make restricted payments, issue capital stock of
certain wholly-owned subsidiaries and enter into certain mergers, sales or
combinations. The 2013 Notes are unsecured and will rank equally in right of
payment to all existing and future senior unsecured obligations of ours.
Additionally, the 2013 Notes will rank senior in right of payment to all
existing and future subordinated debt, but are effectively subordinated in
right of payment to all indebtedness and other liabilities of our subsidiaries.

4.625% Convertible Subordinated Notes Due 2023:

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

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

Slovenian Credit Facility:

In April 2002, Western Wireless International d.o.o. (Vega) entered into
a credit facility agreement with a consortium
of banks to provide funding for the implementation and expansion of Vegas
network in Slovenia. In September 2003, the Slovenian credit facility was
amended (as amended, the Slovenian Credit Facility). Under the terms of the
Slovenian Credit Facility: (i) all undrawn commitments were cancelled
and substantially all of Vegas operating and financial covenants were
eliminated; (ii) balances of $20.9 million from collateral accounts supporting
the original loan and a $0.9 million refund of facility fees related to the
undrawn commitments were utilized to pay down the principal balance; (iii) the
applicable margin on EURIBOR advances has been increased to initial
rates of 1.50% on certain EURIBOR advances and 3.50% on the remaining
EURIBOR advances; and (iv) the repayment
schedule for outstanding borrowings remained
unchanged. Western Wireless International Corporation (WWIC), a
subsidiary of WWI, has agreed to certain covenants, including an
unconditional guarantee of the loan, an obligation to fund
Vegas cash shortfalls and restrictions which limit the ability
of WWIC and its majority owned subsidiaries to incur indebtedness,
grant security interests, dispose of majority owned subsidiaries and
enter into guarantees. There are also certain financial covenants,
relating to WWIC and its majority owned subsidiaries, including
Minimum Consolidated Annualized EBITDA and Consolidated Tangible Net
Worth. The amendment was deemed to be a significant modification
under EITF Issue No. 96-19 Debtors Accounting for a
Modification or Exchange of Debt Instruments and accordingly
Vega wrote off all deferred financing costs associated with the
original credit facility resulting in a loss on extinguishment of
debt of $4.3 million for the three and nine months ended
September 30, 2003. As of September 30, 2003, Vega had
$64.1 million outstanding under the Slovenian Credit Facility.

Bolivian Bridge Loan:

In October 2000, NuevaTel, S.A. (NuevaTel), a subsidiary of WWI, entered
into a bridge loan facility (Bolivian Bridge Loan) to provide funding for the
build-out and implementation of NuevaTels network in Bolivia. WWI has
guaranteed its pro rata share (71.5%), based upon its ownership interest in
NuevaTel, of the Bolivian Bridge Loan. The loan was originally scheduled to
mature in its entirety in October 2002. Currently, the maturity date of the
Bolivian Bridge Loan has been extended to November 28, 2003. 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 terms of the Bolivian Refinancing have been substantially
negotiated and we are currently working to satisfy conditions precedent to
closing the refinancing. We expect, but there can be no assurance, that the
Bolivian Bridge Loan will be refinanced in the fourth quarter of 2003 at which
time WWIC will initially be required to provide $11.6 million as cash collateral for a
letter of credit in favor of OPIC. Until the Bolivian Refinancing is
finalized, we intend to seek additional extensions of the Bolivian Bridge Loan
maturity date, but there can be no assurance that any necessary extension will
be granted or that the Bolivian Refinancing will be consummated. As of
September 30, 2003, the outstanding amount under the Bolivian Bridge Loan was
$34.7 million and the facility was fully drawn.

4. Commitments and Contingencies:

Shelf Registration Statement:

In September 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 $300 million. On November 3,
2003, we completed a public offering of 12 million shares of our Class A common
stock for net proceeds of approximately $228 million utilizing the Shelf Registration Statement. We intend to use the net proceeds for general corporate purposes, to
fund working capital requirements, for making capital expenditures and for
potential acquisitions. Pending the final application of the net proceeds to
the uses described above, we have invested the net

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

proceeds in investment-grade, interest-bearing securities and have
temporarily reduced the outstanding debt under Revolver A of the Credit
Facility by $175 million.

In September 2003, we fulfilled our obligation under the 2023 Notes by
filing a shelf registration statement with the SEC to register the resale of
the 2023 Notes and the shares of Class A common stock issuable upon their
conversion. In addition, we fulfilled our obligation under the 2013 Notes by
filing a shelf registration statement to exchange the 2013 Notes for
substantially similar registered notes.

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 September 30, 2003 was approximately $4.9 million.

Haiti:

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

5. Acquisitions and Dispositions:

Hickory Tech Acquisition:

In
September 2003, we entered into a stock purchase agreement with HickoryTech
Corporation (HickoryTech) to acquire for approximately $25 million all of the
outstanding shares of common stock of Minnesota Southern Wireless Company, which owns the licenses and related assets for the Minnesota 10 rural
service area and the Minneapolis/St. Paul Metro A-2 area, as well as the
Mankato-Fairmont and Rochester-Austin-Albert Lea basic trading areas. The
transaction is expected to close during the fourth quarter of 2003, subject to
Federal Communications Commission (FCC) and other required approvals. The
purchase price will be paid in the form of 1,038,927 shares of HickoryTech
common stock we currently own and $12.8 million in cash. In the three and nine
months ended September 30, 2003, we recognized a $3.8 million non-cash loss on
the 1,038,927 shares of common stock to be delivered at closing,
which is included in
other, net in the condensed consolidated statements of operations and comprehensive income (loss). The loss represents the difference between
amounts paid for the HickoryTech common stock and the market value of
the common stock
at the date of the stock purchase agreement.

Croatia Disposition:

In October 1998, VIP-Net GSM d.o.o. (VIP NET) was formed as a joint
venture between WWI, Mobilkom Austria (Mobilkom) and four other partners in
Austria and Croatia. In June 2003, WWI sold its 19% minority ownership
interest in VIP-Net to Mobilkom for $69.6 million in cash, which included
repayment of a loan to WWI. Additionally,

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

Mobilkom assumed WWIs portion of the guarantee of VIP-Nets credit
facility, which was secured by WWIs shares of VIP-Net. This transaction
resulted in a gain on sale of $40.5 million in the second quarter of 2003.

Arizona 6 Disposition:

In May 2003, we signed a purchase agreement to sell the assets and license
for our Arizona 6 Rural Service Area (RSA) for $22.8 million in cash. The
sales price of this RSA reflected that future cash flows would be less than the
carrying value of the license. Accordingly, we recorded an impairment related
to this RSA during the first quarter of 2003 of $7.6 million, which is included
in asset dispositions in our consolidated statement of operations and comprehensive income (loss). This transaction closed during the third quarter
of 2003.

PCS Licenses Acquisition:

In May 2003, we entered into an agreement with T-Mobile USA, Inc. (TMO)
in which we are receiving certain domestic FCC licenses for a nominal amount of
cash and have agreed to provide discounted GSM roaming services through 2013.
In the third quarter of 2003, we completed buildout commitments and received
FCC approval for the transfer of the first stage of the licenses. The acquired licenses and related
microwave clearing costs were recorded at estimated fair value. We recorded
deferred revenue associated with the acquisition, which will be amortized
through 2013 with related GSM minutes of use.

TMO is considered a related party by us as our Chairman of the Board,
Director and Chief Executive Officer is also the Chairman of the Board and a
Director of TMO. We expect the remainder of this transaction to be fully
complete in the first quarter of 2004.

6. Segment Information:

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

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

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

|                                      |                                          |  |                        |           |               |  |              |         |  |  |   |           | 
|------------------------------------- | ---------------------------------------- |  | ---------------------- | --------- | ------------- |  | ------------ | ------- |  |  | - | --------- | 
|                                      |                                          |  | Domestic               |           | International |  |              |         | 
|                                      |                                          |  | Operations             |           | Operations    |  | Consolidated
|                                      |                                          |  |                        |           |               |  |             
|                                      |                                          |  | (Dollars in thousands)
|Three months ended September 30, 2003 |                                          |  |                        |           |               |  |              |         |  |  |   |          
|                                      | Total revenues                           |  | $                      | 260,572   |               |  | $            | 140,753 |  |  | $ | 401,325   | 
|                                      | Depreciation, amortization and accretion |  |                        | 53,506    |               |  |              | 17,383  |  |  |   | 70,889    | 
|                                      | Interest and financing expense, net      |  |                        | 28,801    |               |  |              | 14,420  |  |  |   | 43,221    | 
|                                      | Adjusted EBITDA(1)                       |  |                        | 112,556   |               |  |              | 16,816  |  |  |   | 129,372   | 
|                                      | Total capital expenditures               |  |                        | 37,737    |               |  |              | 10,080  |  |  |   | 47,817    | 
|Nine months ended September 30, 2003  |                                          |  |                        |           |               |  |              |         |  |  |   |          
|                                      | Total revenues                           |  | $                      | 721,826   |               |  | $            | 365,905 |  |  | $ | 1,087,731 | 
|                                      | Depreciation, amortization and accretion |  |                        | 158,255   |               |  |              | 50,057  |  |  |   | 208,312   | 
|                                      | Interest and financing expense, net      |  |                        | 74,833    |               |  |              | 44,306  |  |  |   | 119,139   | 
|                                      | Adjusted EBITDA(1)                       |  |                        | 315,448   |               |  |              | 12,433  |  |  |   | 327,881   | 
|                                      | Total capital expenditures               |  |                        | 102,042   |               |  |              | 45,614  |  |  |   | 147,656   | 
|At September 30, 2003                 |                                          |  |                        |           |               |  |              |         |  |  |   |          
|                                      | Total assets                             |  | $                      | 1,775,941 |               |  | $            | 604,663 |  |  | $ | 2,380,604 | 

|                                      |                                          |  |                        |           |               |  |              |         |   |  |   |           | 
|------------------------------------- | ---------------------------------------- |  | ---------------------- | --------- | ------------- |  | ------------ | ------- | - |  | - | --------- | 
|                                      |                                          |  | Domestic               |           | International |  |              |         |  
|                                      |                                          |  | Operations             |           | Operations    |  | Consolidated
|                                      |                                          |  |                        |           |               |  |             
|                                      |                                          |  | (Dollars in thousands)
|Three months ended September 30, 2002 |                                          |  |                        |           |               |  |              |         |   |  |   |          
|                                      | Total revenues                           |  | $                      | 228,476   |               |  | $            | 77,831  |   |  | $ | 306,307   | 
|                                      | Depreciation, amortization and accretion |  |                        | 49,281    |               |  |              | 11,347  |   |  |   | 60,628    | 
|                                      | Interest and financing expense, net      |  |                        | 26,726    |               |  |              | 12,118  |   |  |   | 38,844    | 
|                                      | Adjusted EBITDA(1)                       |  |                        | 93,672    |               |  |              | (8,896  | ) |  |   | 84,776    | 
|                                      | Total capital expenditures               |  |                        | 40,409    |               |  |              | 21,791  |   |  |   | 62,200    | 
|Nine months ended September 30, 2002  |                                          |  |                        |           |               |  |              |         |   |  |   |          
|                                      | Total revenues                           |  | $                      | 662,344   |               |  | $            | 219,238 |   |  | $ | 881,582   | 
|                                      | Depreciation, amortization and accretion |  |                        | 145,973   |               |  |              | 32,476  |   |  |   | 178,449   | 
|                                      | Interest and financing expense, net      |  |                        | 83,761    |               |  |              | 33,092  |   |  |   | 116,853   | 
|                                      | Adjusted EBITDA(1)                       |  |                        | 270,528   |               |  |              | (35,379 | ) |  |   | 235,149   | 
|                                      | Total capital expenditures               |  |                        | 106,152   |               |  |              | 114,306 |   |  |   | 220,458   | 
|At September 30, 2002                 |                                          |  |                        |           |               |  |              |         |   |  |   |          
|                                      | Total assets                             |  | $                      | 1,810,532 |               |  | $            | 567,211 |   |  | $ | 2,377,743 | 

(1)Adjusted EBITDA

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

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

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

The Company views Adjusted EBITDA as an operating performance measure and
as such, believes that the GAAP financial measure most directly comparable to
Adjusted EBITDA is net income (loss). The Company has presented Adjusted
EBITDA because this financial measure, in combination with other financial
measures, is an integral part of the Companys internal reporting system
utilized by management to assess and evaluate the performance of its business.
Adjusted EBITDA is also considered a significant performance measure. It is
used by management as a measurement of the Companys success in obtaining,
retaining and servicing customers by reflecting the Companys ability to
generate subscriber revenue while providing a high level of customer service in
a cost effective manner. The components of Adjusted EBITDA include the key
revenue and expense items for which 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 2013 Notes. Such financial measures are key
components of several negative covenants including, among others, the
limitation on incurrence of indebtedness, the limitations on investments and
acquisitions and the limitation on distributions and dividends.

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

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

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

|                  |                                                                                     |                 |       |                                  |         |               |         |              |        |          |         |               |         |              |       |        |        |   |         |        |        |   |         |        |        | 
|----------------- | ----------------------------------------------------------------------------------- | --------------- | ----- | -------------------------------- | ------- | ------------- | ------- | ------------ | ------ | -------- | ------- | ------------- | ------- | ------------ | ----- | ------ | ------ | - | ------- | ------ | ------ | - | ------- | ------ | ------ | 
|                  |                                                                                     |                 |       | Three months ended September 30,
|                  |                                                                                     |                 |       |                                 
|                  |                                                                                     |                 |       | 2003                             |         | 2002         
|                  |                                                                                     |                 |       |                                  |         |              
|                  |                                                                                     |                 |       | Domestic                         |         | International |         | Consolidated |        | Domestic |         | International |         | Consolidated
|                  |                                                                                     |                 |       |                                  |         |               |         |              |        |          |         |               |         |             
|Net income (loss) |                                                                                     | $               | 4,510 |                                  |         | $             | (22,979 | )            |        | $        | (18,469 | )             |         | $            | 8,897 |        |        | $ | (23,620 | )      |        | $ | (14,723 | )     
|                  | Depreciation, amortization and
accretion                                            |                 |       | 53,506                           |         |               |         | 17,383       |        |          |         | 70,889        |         |              |       | 49,281 |        |   |         | 11,347 |        |   |         | 60,628 |       
|                  | Asset dispositions                                                                  |                 |       |                                  |         |               |         |              |        |          |         |               |         |              |       | (1,252 | )      |   |         |        |        |   |         | (1,252 | )     
|                  | Stock-based compensation, net                                                       |                 |       |                                  |         |               |         |              |        |          |         |               |         |              |       |        |        |   |         | (5,450 | )      |   |         | (5,450 | )     
|                  | Interest and financing
expense, net                                                 |                 |       | 28,801                           |         |               |         | 14,420       |        |          |         | 43,221        |         |              |       | 26,726 |        |   |         | 12,118 |        |   |         | 38,844 |       
|                  | Equity in net (income) loss of
unconsolidated affiliates, net
of tax and other, net |                 |       | (675                             | )       |               |         | 3,127        |        |          |         | 2,452         |         |              |       | 3,697  |        |   |         | (1,125 | )      |   |         | 2,572  |       
|                  | (Gain) loss on sale of
Croatian joint venture                                       |                 |       |                                  |         |               |         |              |        |          |         |               |         |              |       |        |        |   |         |        |        |   |         |        |       
|                  | Loss on extinguishment of debt                                                      |                 |       | 16,910                           |         |               |         | 4,310        |        |          |         | 21,220        |         |              |       |        |        |   |         |        |        |   |         |        |       
|                  | Minority interests in net loss
of consolidated subsidiaries                         |                 |       |                                  |         |               |         | (153         | )      |          |         | (153          | )       |              |       |        |        |   |         | (1,472 | )      |   |         | (1,472 | )     
|                  | Provision for income taxes                                                          |                 |       | 9,504                            |         |               |         | 708          |        |          |         | 10,212        |         |              |       | 6,323  |        |   |         | 687    |        |   |         | 7,010  |       
|                  | Discontinued operations                                                             |                 |       |                                  |         |               |         |              |        |          |         |               |         |              |       |        |        |   |         | (1,381 | )      |   |         | (1,381 | )     
|                  | Cumulative change in
accounting principle                                           |                 |       |                                  |         |               |         |              |        |          |         |               |         |              |       |        |        |   |         |        |        |   |         |        |       
|                  |                                                                                     |                 |       |                                  |         |               |         |              |        |          |         |               |         |              |       |        |        |   |         |        |        |   |         |       
|                  |                                                                                     | Adjusted EBITDA |       | $                                | 112,556 |               |         | $            | 16,816 |          |         | $             | 129,372 |              |       | $      | 93,672 |   |         | $      | (8,896 | ) |         | $      | 84,776 | 
|                  |                                                                                     |                 |       |                                  |         |               |         |              |        |          |         |               |         |              |       |        |        |   |         |        |        |   |         |       

|                  |                                                                                     |                 |        |                                 |         |               |         |              |        |          |        |               |         |              |         |         |         |   |         |        |         |   |          |         |         | 
|----------------- | ----------------------------------------------------------------------------------- | --------------- | ------ | ------------------------------- | ------- | ------------- | ------- | ------------ | ------ | -------- | ------ | ------------- | ------- | ------------ | ------- | ------- | ------- | - | ------- | ------ | ------- | - | -------- | ------- | ------- | 
|                  |                                                                                     |                 |        | Nine months ended September 30,
|                  |                                                                                     |                 |        |                                
|                  |                                                                                     |                 |        | 2003                            |         | 2002         
|                  |                                                                                     |                 |        |                                 |         |              
|                  |                                                                                     |                 |        | Domestic                        |         | International |         | Consolidated |        | Domestic |        | International |         | Consolidated
|                  |                                                                                     |                 |        |                                 |         |               |         |              |        |          |        |               |         |             
|Net income (loss) |                                                                                     | $               | 40,725 |                                 |         | $             | (43,147 | )            |        | $        | (2,422 | )             |         | $            | (81,522 | )       |         | $ | (81,226 | )      |         | $ | (162,748 | )      
|                  | Depreciation, amortization and
accretion                                            |                 |        | 158,255                         |         |               |         | 50,057       |        |          |        | 208,312       |         |              |         | 145,973 |         |   |         | 32,476 |         |   |          | 178,449 |        
|                  | Asset dispositions                                                                  |                 |        | 7,640                           |         |               |         |              |        |          |        | 7,640         |         |              |         | 6,304   |         |   |         |        |         |   |          | 6,304   |        
|                  | Stock-based compensation, net                                                       |                 |        |                                 |         |               |         |              |        |          |        |               |         |              |         |         |         |   |         | (5,450 | )       |   |          | (5,450  | )      
|                  | Interest and financing
expense, net                                                 |                 |        | 74,833                          |         |               |         | 44,306       |        |          |        | 119,139       |         |              |         | 83,761  |         |   |         | 33,092 |         |   |          | 116,853 |        
|                  | Equity in net (income) loss of
unconsolidated affiliates, net
of tax and other, net |                 |        | (5,027                          | )       |               |         | 56           |        |          |        | (4,971        | )       |              |         | 1,911   |         |   |         | (3,463 | )       |   |          | (1,552  | )      
|                  | (Gain) loss on sale of
Croatian joint venture                                       |                 |        | 1,574                           |         |               |         | (42,093      | )      |          |        | (40,519       | )       |              |         |         |         |   |         |        |         |   |          |         |        
|                  | Loss on extinguishment of debt                                                      |                 |        | 16,910                          |         |               |         | 4,310        |        |          |        | 21,220        |         |              |         |         |         |   |         |        |         |   |          |         |        
|                  | Minority interests in net loss
of consolidated subsidiaries                         |                 |        |                                 |         |               |         | (4,196       | )      |          |        | (4,196        | )       |              |         |         |         |   |         | (7,297 | )       |   |          | (7,297  | )      
|                  | Provision for income taxes                                                          |                 |        | 19,349                          |         |               |         | 2,098        |        |          |        | 21,447        |         |              |         | 114,101 |         |   |         | 1,897  |         |   |          | 115,998 |        
|                  | Discontinued operations                                                             |                 |        |                                 |         |               |         |              |        |          |        |               |         |              |         |         |         |   |         | (5,408 | )       |   |          | (5,408  | )      
|                  | Cumulative change in
accounting principle                                           |                 |        | 1,189                           |         |               |         | 1,042        |        |          |        | 2,231         |         |              |         |         |         |   |         |        |         |   |          |         |        
|                  |                                                                                     |                 |        |                                 |         |               |         |              |        |          |        |               |         |              |         |         |         |   |         |        |         |   |          |        
|                  |                                                                                     | Adjusted EBITDA |        | $                               | 315,448 |               |         | $            | 12,433 |          |        | $             | 327,881 |              |         | $       | 270,528 |   |         | $      | (35,379 | ) |          | $       | 235,149 | 
|                  |                                                                                     |                 |        |                                 |         |               |         |              |        |          |        |               |         |              |         |         |         |   |         |        |         |   |          |        

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

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

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, asset retirement obligations,
investments in unconsolidated affiliates, stock-based compensation plans,
income taxes and contingencies. We base our estimates on historical
experience, and on various other assumptions that are believed to be reasonable
under the circumstances, the results of which form the basis for making
assumptions about the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from our
estimates due to changing conditions or the validity of our assumptions.

Overview

We provide wireless communications services in 19 western states under the
CELLULARONE® and Western Wireless® brand names principally through the
ownership and operation of cellular wireless systems. The operations are
primarily in rural areas due to our belief that there are certain strategic
advantages to operating in these areas. We provide wireless services in 18
Metropolitan Service Areas (MSA) and 87 Rural Service Areas (RSA).
Additionally, we own 10 MHz personal communication services (PCS) licenses
for three Basic Trading Areas.

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In the second quarter of 2003, we entered into Global System for Mobile
Communications/General Packet Radio Service (GSM/GPRS) roaming agreements
with Cingular Wireless (Cingular) and T-Mobile USA, Inc. (TMO) through 2008
and 2013, respectively. In July 2003, we entered into a GSM/GPRS roaming
agreement with AT&T Wireless Services, Inc. (AT&T) through 2006 covering
portions of 17 western states. We are building our GSM/GPRS network using
existing 850 MHz spectrum as well as new 1900 MHz spectrum purchased from TMO.

Historically, we have provided analog service to our customers and have
deployed Time Division Multiple Access (TDMA) digital voice channels
throughout our network to support our roaming partners. During 2001 we began
deploying Code Division Multiple Access (CDMA) throughout our network, which
allows us to economically expand the minutes of use (MOU) available to our
customers and introduce a wide range of consumer-based wireless
internet-related services. At September 30, 2003, approximately 60% of the
population in our service territory had access to digital service.

We own approximately 98% of Western Wireless International Holding
Corporation (WWI). The balance is owned by the President of WWI who is also
an Executive Vice President of the Company. WWI, through its consolidated
subsidiaries and equity investments, is a provider of wireless communications
services in eight countries. WWI owns controlling interests in six of these
countries: Slovenia, Austria, Ireland, Bolivia, Haiti and Ghana. These six
entities are consolidated into our financial results. Operations in Côte
dIvoire and Georgia are accounted for using the equity method. In the fourth
quarter of 2002, WWI sold its majority ownership interest in its Icelandic
subsidiary and wrote off its investment in Côte dIvoire. In the second
quarter of 2003, WWI sold its minority interest in its Croatian joint venture,
VIP-Net GSM d.o.o. (VIP-Net). In the third quarter of 2003, we suspended
operations in Côte dIvoire and we are unsure when we will be able to resume
operations there.

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

Results of Domestic Operations for the Three and Nine Months Ended September
30, 2003 and 2002

We had 1,246,100 domestic subscribers at September 30, 2003. This
represents an increase of 21,000 and 54,400 compared to June 30, 2003 and
December 31, 2002, respectively. These increases are partially offset by the
disposition of our Arizona 6 RSA in the third quarter of 2003, which had 6,100
subscribers. We had 1,176,100 domestic subscribers at September 30, 2002.
This represented an increase of 10,800 and a decrease of 400 compared to June
30, 2002 and December 31, 2001, respectively.

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

|                    |                                          |                          |         |                    |         |                   |        |                        |         |      |         |         |         |   |         |         |         | 
|------------------- | ---------------------------------------- | ------------------------ | ------- | ------------------ | ------- | ----------------- | ------ | ---------------------- | ------- | ---- | ------- | ------- | ------- | - | ------- | ------- | ------- | 
|                    |                                          |                          |         | Three months ended |         | Nine months ended
|                    |                                          |                          |         | September 30,      |         | September 30,    
|                    |                                          |                          |         |                    |         |                  
|                    |                                          |                          |         | 2003               |         | 2002              |        | 2003                   |         | 2002
|                    |                                          |                          |         |                    |         |                   |        |                        |         |     
|                    |                                          |                          |         |                    |         |                   |        | (Dollars in thousands) |         |      |         |        
|Revenues:           |                                          |                          |         |                    |         |                   |        |                        |         |      |         |         |         |   |         |        
|                    | Subscriber revenues                      |                          | $       | 187,109            |         |                   | $      | 156,233                |         |      | $       | 523,362 |         |   | $       | 453,910 |        
|                    | Roamer revenues                          |                          |         | 61,107             |         |                   |        | 61,500                 |         |      |         | 163,990 |         |   |         | 173,351 |        
|                    | Equipment sales                          |                          |         | 11,793             |         |                   |        | 10,322                 |         |      |         | 32,257  |         |   |         | 31,210  |        
|                    | Other revenues                           |                          |         | 563                |         |                   |        | 421                    |         |      |         | 2,217   |         |   |         | 3,873   |        
|                    |                                          |                          |         |                    |         |                   |        |                        |         |      |         |         |         |   |         |        
|                    |                                          | Total revenues           |         | $                  | 260,572 |                   |        | $                      | 228,476 |      |         | $       | 721,826 |   |         | $       | 662,344 | 
|Operating expenses: |                                          |                          |         |                    |         |                   |        |                        |         |      |         |         |         |   |         |        
|                    | Cost of service                          |                          | $       | 44,495             |         |                   | $      | 46,781                 |         |      | $       | 127,224 |         |   | $       | 137,272 |        
|                    | Cost of equipment sales                  |                          |         | 24,110             |         |                   |        | 19,771                 |         |      |         | 65,239  |         |   |         | 57,503  |        
|                    | General and administrative               |                          |         | 48,404             |         |                   |        | 37,533                 |         |      |         | 127,956 |         |   |         | 110,368 |        
|                    | Sales and marketing                      |                          |         | 31,007             |         |                   |        | 30,719                 |         |      |         | 85,959  |         |   |         | 86,673  |        
|                    | Depreciation, amortization and accretion |                          |         | 53,506             |         |                   |        | 49,281                 |         |      |         | 158,255 |         |   |         | 145,973 |        
|                    | Asset dispositions                       |                          |         |                    |         |                   |        | (1,252                 | )       |      |         | 7,640   |         |   |         | 6,304   |        
|                    |                                          |                          |         |                    |         |                   |        |                        |         |      |         |         |         |   |         |        
|                    |                                          | Total operating expenses |         | $                  | 201,522 |                   |        | $                      | 182,833 |      |         | $       | 572,273 |   |         | $       | 544,093 | 
|Adjusted EBITDA     |                                          | $                        | 112,556 |                    |         | $                 | 93,672 |                        |         | $    | 315,448 |         |         | $ | 270,528 |        

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. Adjusted EBITDA is the measure of
profitability utilized by our Chief Operating Decision Maker and is presented
herein in accordance with Statement of Financial Accounting Standards
(SFAS) No. 131 Disclosures about Segments of an
Enterprise and Related Information.

Beginning
in the third quarter of 2003, we are including in our
subscriber revenues amounts collected from our customers for federal and state
universal service fund assessments. The subsequent remittances to the
universal service fund are recorded in general and administrative expenses.
The amounts included in subscriber revenues and general and administrative
expenses for the three and nine months ended September 30, 2003, were $6.7
million each. The inclusion of these universal service fund amounts in our operating results is
in response to a recent trend in the wireless industry supporting this
practice. Because the amount was not material to our previously reported
revenues, expenses or net income (loss), we have not changed prior periods.

Domestic Revenues

The increase in subscriber revenues for the three and nine month periods
ended September 30, 2003, compared to the same periods one year ago, was due
partly to an increase in average revenue per unit (ARPU defined as subscriber
revenues divided by average subscribers) and due partly to growth in
subscribers. ARPU was $50.35 for the three months ended September 30, 2003, a
$5.87, or 13.2%, increase from $44.48 for the three months ended September 30,
2002. ARPU was $47.59 for the nine months ended September 30, 2003, a $4.71,
or 11.0%, increase from $42.88 for the nine months ended September 30, 2002.
The increase in ARPU is due to many factors including: (i) the receipt of
federal universal service fund payments as an Eligible Telecommunications
Carrier for certain of our traditional mobile services customers, which
contributed $2.10 and $2.04 to the increase in ARPU for the three and nine
months ended September 30, 2003, respectively; (ii) the inclusion in subscriber
revenue amounts collected from customers for federal and state universal
service fund assessments, which contributed $1.80 and $0.61 to the increase in
ARPU for the three and nine months ended September 30, 2003, respectively; and
(iii) a charge of $0.97 per month

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to our subscribers beginning in May 2003, to recover the cost of certain
unfunded government mandates such as wireless number portability and enhanced
E911. In addition, we continue to focus on attracting and retaining customers with rate
plans that provide more features and included minutes at a higher average
recurring access charge. We expect these combined factors will result in
higher ARPU in 2003 as compared to 2002. We expect to continue to receive
universal fund payments for certain mobile subscribers who reside in areas for
which we are eligible to receive such payments, but we can provide no long-term
assurances that federal universal service fund payments will continue at the
current level, if at all.

Roamer revenue was flat for the three month period ended September 30,
2003 and decreased for the nine month period ended September 30, 2003, compared
to the same periods a year ago. The decrease in roamer revenue was primarily
due to a scheduled rate decrease with AT&T partially offset by an increase in
roaming traffic on our network. The increase in roaming traffic is mainly due
to increased volume resulting from new contracts signed in 2002 with Verizon
Wireless Corporation and Cingular. We launched GSM roaming services in certain
markets on September 30, 2003 and GSM roaming revenue for the third quarter of
2003 was insignificant. We expect roamer revenue to decrease slightly in 2003
compared to 2002 due to certain year-over-year contractual rate decreases
partially offset by volume increases from our roamer partners.

Equipment sales increased for both the three and nine month periods ended
September 30, 2003 compared to the same periods in 2002. These increases were
due to an increase in the number of handsets sold partially offset by a
decrease in the average revenue per handset sold. The decrease in the average
revenue per handset sold is mainly the result of lower promotional pricing for
subscribers who enter into a two year contract. We expect to continue to offer
promotional handset pricing to subscribers who enter into two year contracts.

Domestic Operating Expenses

The decrease in cost of service for the three and nine month periods ended
September 30, 2003, compared to the same periods one year ago, was due
primarily to a decrease in interconnection costs. In addition, we experienced
decreased off-network roaming costs for our customers as a result of lower
contractual rates contained in our new roaming agreements. These savings were
partially offset by increased costs associated with supporting growth in the
number of subscriber and roamer minutes of use (MOU). Domestic cost of
service per MOU decreased to $0.021 per MOU for the three months ended
September 30, 2003 and $0.022 per MOU for the nine months ended September 30,
2003, compared to $0.030 per MOU for the three months ended September 30, 2002
and $0.032 per MOU for the nine months ended September 30, 2002. The decrease
in domestic cost of service per MOU was due mainly to lower interconnect rates
and the decrease in off-network roaming costs as discussed above. In addition,
we continued to see decreases in the fixed cost components of cost of service
on a per minute basis. We expect cost of service dollars to increase in future
quarters as a result of: (i) a growing subscriber base; (ii) an increase in
other carriers customers roaming on our network; (iii) an increase in rate
plans that include larger home calling areas; and (iv) incremental fixed cost
components related to beginning to offer GSM roaming services. Domestic cost
of service per MOU is expected to continue to decrease slightly for 2003
compared to 2002 as economies of scale continue to be realized.

Cost of equipment sales increased for the three and nine month periods
ended September 30, 2003 compared to the same periods one year ago. For the
three month period ended September 30, 2003 compared to the same period in 2002
the increase was primarily the result of an increase in the volume of handsets
sold along with a slight increase in the average per unit cost of handsets
sold. For the nine month period ended September 30, 2003 compared to the same
period in 2002 the increase was the result of an increase in the volume of
handsets sold partially offset by a decrease in the average per unit cost of
handsets sold. For the remainder of 2003, we expect that regulatory and
technological requirements, along with demand for feature rich handsets, will
increase our per unit cost of handsets as compared to 2002. Although
subscribers generally are responsible for purchasing or otherwise obtaining
their own handsets, we have historically sold handsets below cost to respond to
competition and general industry practice. We expect to continue to do so in
the future.

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General and administrative costs increased for the three and nine month
periods ended September 30, 2003 compared to the same periods one year ago.
The year-over-year increase was a result of: (i) the inclusion of universal
service fund remittances for the three month period ended September 30, 2003;
(ii) an increase in bad debt expense; and (iii) a larger subscriber base. Our
domestic general and administrative monthly cost per average subscriber for the
three months ended September 30, 2003 increased to $13.03 compared to $10.69
for the three months ended September 30, 2002. Our domestic general and
administrative monthly cost per average subscriber for the nine months ended
September 30, 2003 increased to $11.63 compared to $10.42 for the nine months
ended September 30, 2002. The universal service fund assessments increased our
domestic general and administrative monthly cost per average subscriber by
$1.80 and $0.61 for the three and nine months ended September 30, 2003,
respectively. We anticipate our domestic general and administrative monthly
cost per average subscriber will be slightly higher for the remainder of 2003
as compared to 2002. The anticipated year-over-year increase on a per
subscriber basis is due to a year-over-year increase in bad debt expense and
the inclusion of universal service fund remittances in 2003 that were not
included in general and administrative costs in 2002 or in the six months ended
June 30, 2003.

Sales and marketing costs were flat for the three and nine month periods
ended September 30, 2003, compared to the same periods one year ago. Cost per
gross subscriber addition (CPGA) (determined by dividing the sum of sales and
marketing costs and cost of equipment sales, reduced by equipment sales, by the
number of gross subscriber additions for the period) decreased to $391 for the
three months ended September 30, 2003 compared to $402 for the three months
ended September 30, 2002. For the nine months ended September 30, 2003, CPGA
decreased to $390 compared to $431 for the nine months ended September 30,
2002. The year-over-year decreases in CPGA are due to reductions in the loss
on equipment sales and the fixed cost components of sales and marketing offset
by increases in retention costs. We include digital handset subsidies incurred
in retaining existing subscribers in subscriber acquisition costs. These
retention costs had a $63 and $51 impact on CPGA for the three months ended
September 30, 2003 and 2002, respectively, and a $61 and $50 impact on CPGA for
the nine months ended September 30, 2003 and 2002, respectively. We expect
CPGA, including the loss on equipment sales, to continue to be down in 2003 as
compared to 2002.

Depreciation, amortization and accretion expense increased for both the
three and nine month periods ended September 30, 2003 compared to the same
periods in 2002. These increases were due primarily to the acceleration of
depreciation as we consolidated and decommissioned certain switching assets.

The asset dispositions loss for the nine months ended September 30, 2003
resulted from recording a $7.6 million impairment charge related to the pending
sale of one of our RSAs. The sales price of this RSA reflected that future
cash flows would be less than the carrying value of the license. Accordingly,
we recorded an impairment related to this RSA during the first quarter of 2003
in our condensed consolidated statements of operations and comprehensive income
(loss). This transaction closed during the third quarter of 2003.

The asset dispositions loss for the nine months ended September 30, 2002
resulted from the implementation of our strategy to dispose of certain minor
domestic non-core assets. In conjunction with these efforts, we recognized a
charge in the second quarter of 2002 of approximately $7.6 million related to
the disposition of certain of our paging assets. We also sold certain
Specialized Mobile Radio and Competitive Local Exchange Carrier assets and recognized a gain of approximately $1.3 million in the
third quarter of 2002.

Domestic Adjusted EBITDA

Domestic Adjusted EBITDA (refer to definition at Adjustments to Reconcile
Net Income (Loss) to Adjusted EBITDA) increased for the three and nine months
ended September 30, 2003, compared to the three and nine months ended September
30, 2002. The increase for the three and nine months ended September 30, 2003
compared to the

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same periods in 2002 was the result of an increase in revenues in
conjunction with a decrease in cost of service. These items were partially
offset by increases in cost of equipment sales and general and administrative
expenses. Management expects domestic Adjusted EBITDA to increase at a
moderate pace in 2003 as compared to 2002.

Results of International Operations for the Three and Nine Months Ended
September 30, 2003 and 2002

Our international consolidated operations offer postpaid and prepaid
mobile services in Austria, Ireland, Slovenia, Bolivia and Haiti and fixed line
service mainly in Austria. We had 1,019,700 consolidated international
customers at September 30, 2003, approximately 65% of which were
in Austria and Ireland. On a consolidated international basis, this represented an increase
of 117,600 and 278,400, or 13% and 38%, compared to June 30, 2003 and December
31, 2002, respectively. We had 625,800 consolidated international customers at
September 30, 2002. This represented an increase of 46,300 and 134,700, or 8%
and 27%, compared to June 30, 2002 and December 31, 2001, respectively. As of
September 30, 2003 and 2002, approximately 59% and 70%, respectively, of our
consolidated international customers were prepaid customers. As of September
30, 2003, we had 160,800 fixed lines. This represented a decrease of 4,900 and
15,100, or 3% and 9%, compared to June 30, 2003 and December 31, 2002,
respectively.

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

|                    |                                          |                          |        |                    |         |                   |        |                        |        |      |        |         |         |   |         |         |         | 
|------------------- | ---------------------------------------- | ------------------------ | ------ | ------------------ | ------- | ----------------- | ------ | ---------------------- | ------ | ---- | ------ | ------- | ------- | - | ------- | ------- | ------- | 
|                    |                                          |                          |        | Three months ended |         | Nine months ended
|                    |                                          |                          |        | September 30,      |         | September 30,    
|                    |                                          |                          |        |                    |         |                  
|                    |                                          |                          |        | 2003               |         | 2002              |        | 2003                   |        | 2002
|                    |                                          |                          |        |                    |         |                   |        |                        |        |     
|                    |                                          |                          |        |                    |         |                   |        | (Dollars in thousands) |        |      |        |        
|Revenues:           |                                          |                          |        |                    |         |                   |        |                        |        |      |        |         |         |   |         |        
|                    | Subscriber revenues                      |                          | $      | 107,288            |         |                   | $      | 50,905                 |        |      | $      | 268,262 |         |   | $       | 144,637 |        
|                    | Roamer revenues                          |                          |        | 12,258             |         |                   |        | 8,299                  |        |      |        | 35,643  |         |   |         | 21,503  |        
|                    | Fixed line revenues                      |                          |        | 13,686             |         |                   |        | 14,257                 |        |      |        | 43,377  |         |   |         | 41,256  |        
|                    | Equipment sales                          |                          |        | 4,381              |         |                   |        | 2,978                  |        |      |        | 10,193  |         |   |         | 8,294   |        
|                    | Other revenues                           |                          |        | 3,140              |         |                   |        | 1,392                  |        |      |        | 8,430   |         |   |         | 3,548   |        
|                    |                                          |                          |        |                    |         |                   |        |                        |        |      |        |         |         |   |         |        
|                    |                                          | Total revenues           |        | $                  | 140,753 |                   |        | $                      | 77,831 |      |        | $       | 365,905 |   |         | $       | 219,238 | 
|Operating expenses: |                                          |                          |        |                    |         |                   |        |                        |        |      |        |         |         |   |         |        
|                    | Cost of service                          |                          | $      | 65,006             |         |                   | $      | 46,238                 |        |      | $      | 181,758 |         |   | $       | 133,929 |        
|                    | Cost of equipment sales                  |                          |        | 17,418             |         |                   |        | 8,877                  |        |      |        | 46,074  |         |   |         | 25,026  |        
|                    | General and administrative               |                          |        | 20,271             |         |                   |        | 18,611                 |        |      |        | 61,035  |         |   |         | 53,861  |        
|                    | Sales and marketing                      |                          |        | 21,242             |         |                   |        | 13,001                 |        |      |        | 64,605  |         |   |         | 41,801  |        
|                    | Depreciation, amortization and accretion |                          |        | 17,383             |         |                   |        | 11,347                 |        |      |        | 50,057  |         |   |         | 32,476  |        
|                    | Stock-based compensation, net            |                          |        |                    |         |                   |        | (5,450                 | )      |      |        |         |         |   |         | (5,450  | )      
|                    |                                          |                          |        |                    |         |                   |        |                        |        |      |        |         |         |   |         |        
|                    |                                          | Total operating expenses |        | $                  | 141,320 |                   |        | $                      | 92,624 |      |        | $       | 403,529 |   |         | $       | 281,643 | 
|                   
|Adjusted EBITDA     |                                          | $                        | 16,816 |                    |         | $                 | (8,896 | )                      |        | $    | 12,433 |         |         | $ | (35,379 | )      

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. 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 our subsidiary WWI has operations in Austria, Ireland and Slovenia
in which the functional currency is the euro, or is linked to the euro,
fluctuations in exchange rates may have a significant impact on its financial
results of operations. The results of operations for the three and nine months
ended September 30, 2003, reflect the effect of a

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13% and 17%, respectively, average appreciation of the euro as compared to
the U.S. dollar, compared to the same periods in 2002, which had a comparable
positive impact on revenues and a negative impact on operating expenses. Such
European subsidiaries, in aggregate, represented 85% and 87% of total
international segment revenues and operating expenses, respectively, for the
three and nine months ended September 30, 2003. Fluctuations in exchange rates
have less effect on local operating results, however, because WWI conducts
business primarily in the currencies of the countries in which they operate.
Management cannot predict future fluctuations in currency exchange rates, and
accordingly cannot predict the potential impact of any such fluctuations on
WWIs results of operations.

International Revenues

The increase in subscriber revenues for the three and nine months ended
September 30, 2003, compared to the same periods in 2002, was mainly due to an
increase in the number of subscribers across most of our markets, increased
ARPU in Austria and the strengthening of the euro as compared to the U.S.
dollar. Management anticipates continued growth in subscriber revenues
throughout the remainder of 2003, exclusive of changes in currency exchange
rates, as we add international subscribers and focus on growing ARPU.

The increase in roamer revenues for the three and nine months ended
September 30, 2003, compared to the same periods in 2002, was primarily due to
expanded coverage in key tourist areas in Austria and throughout Ireland and
the strengthening of the euro as compared to the U.S. dollar. Management
expects roamer revenues to increase, exclusive of changes in currency exchange rates,
throughout the remainder of 2003 as compared to the same period in 2002 as a
result of our expanded coverage primarily in Austria and Ireland.

Fixed line revenues decreased for the three months ended September 30,
2003, compared to the same period in 2002, primarily as a result of a decline
in the number of fixed lines in Austria, which was partially offset
by the strengthening of the euro as compared to the U.S. dollar. Fixed line
revenues increased for the nine months ended September 30, 2003, compared to
the same period in 2002, primarily as a result of the strengthening of the euro
as compared to the U.S. dollar, which offset an actual decline in fixed line
revenue in the local currency caused by a decline in the number of fixed lines in Austria.

Equipment sales increased for the three and nine months ended September
30, 2003, compared to the same periods in 2002, primarily due to selling more
handsets as a result of adding more subscribers in Austria and Ireland
partially offset by a lower average price per handset.

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

International Operating Expenses

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

Cost of service increased for the three and nine months ended September
30, 2003, as compared to the same periods in 2002. This was due primarily to
an increase in the number of subscribers across most of our markets and the
strengthening of the euro as compared to the U.S. dollar. On a per average
international subscriber basis, average monthly cost of service was $22.55 and
$25.57 for the three months ended September 30, 2003 and 2002, respectively.
On a per average international subscriber basis, average monthly cost of
service was $22.94 and $26.65 for the nine months ended September 30, 2003 and
2002, respectively. These decreases are mainly due to increased cost
efficiencies as a result of a growing subscriber base, partially offset by the
strengthening of the euro to the U.S. dollar which increased cost of service on
a per average international subscriber basis by $5.25 and $5.60 for the three

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and nine month periods ended September 30, 2003, respectively, as compared
to the same periods in 2002. Management expects cost of service dollars
to increase for the remainder of 2003, as compared to the same period in 2002,
due to a growing subscriber base, but continue to decline on a per average
international subscriber basis, exclusive of changes in currency exchange
rates, due to increased cost efficiencies.

Cost of equipment sales increased for the three and nine months ended
September 30, 2003, compared to the same periods in 2002, mainly due to an
increase in the volume of handsets sold in Austria and Ireland as a result of
higher subscriber additions partially offset by a decrease in the average per
unit cost of handsets. Although subscribers generally are responsible for
purchasing or otherwise obtaining their own handsets, WWI has historically sold
handsets below cost to respond to competition and general industry practice and
expects to continue to do so in the future.

General and administrative costs increased for the three and nine months
ended September 30, 2003 compared to the same periods in 2002, due primarily to
an increase in the number of subscribers across most of our markets and the
strengthening of the euro as compared to the U.S. dollar. On a per average
international subscriber basis, general and administrative monthly cost was
$7.03 and $10.29 for the three months ended September 30, 2003 and 2002,
respectively. On a per average international subscriber basis, general and
administrative monthly cost was $7.70 and $10.72 for the nine months ended
September 30, 2003 and 2002, respectively. These decreases were mainly due to
increased cost efficiencies, partially offset by the strengthening of the euro
to the U.S. dollar which increased general and administrative monthly cost on a
per average international subscriber basis by $1.66 and $1.73 for the three and nine
months ended September 30, 2003, respectively, as compared to the same periods
in 2002. Management expects general and administrative dollars to increase
throughout the remainder of 2003, as compared to 2002, as a result of a growing
subscriber base, but decline on a per average international subscriber basis,
exclusive of changes in currency exchange rates, due to increased cost
efficiencies.

Sales and marketing costs increased for the three and nine months ended
September 30, 2003 compared to the same periods in 2002 primarily due to
increased sales and promotion expenses, mainly in Austria, and the
strengthening of the euro as compared to the U.S. dollar. International CPGA
was $168.80 and $154.16 for the three months ended September 30, 2003 and 2002,
respectively. International CPGA was $179.81 and $178.75 for the nine months
ended September 30, 2003 and 2002, respectively. These year-over-year
increases are primarily as a result of the strengthening of the euro as
compared to the U.S. dollar, which offset an actual decline in international
CPGA due to reduced sales costs in Austria and Ireland. The strengthening of
the euro increased CPGA by $30.73 and $36.24 for the three and nine months
ended September 30, 2003, respectively, as compared to the same periods in
2002. Management expects sales and marketing dollars, including equipment
subsidies, to increase for the remainder of 2003, as compared to the same
period in 2002, exclusive of changes in currency exchange rates, due to a
higher number of gross additions.

Depreciation, amortization and accretion expense increased for the three
and nine months ended September 30, 2003 compared to the same periods in 2002,
primarily due to network expansion in our European markets and the
strengthening of the euro as compared to the U.S. dollar. As WWI continues to
add wireless infrastructure to service its growing international subscriber
base, management anticipates depreciation, 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) for our international consolidated
subsidiaries improved for the three and nine months ended September 30, 2003,
compared to the same periods in 2002, due to revenue growth and cost
efficiencies in existing markets. We expect international Adjusted EBITDA to
improve throughout the remainder of 2003 as compared to the same period in 2002
as a result of continued subscriber growth and cost efficiencies in existing
markets.

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Adjustments to Reconcile Net Income (Loss) to Adjusted EBITDA

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

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

The Company views Adjusted EBITDA as an operating performance measure and
as such, believes that the GAAP financial measure most directly comparable to
Adjusted EBITDA is net income (loss). The Company has presented Adjusted
EBITDA because this financial measure, in combination with other financial
measures, is an integral part of the Companys internal reporting system
utilized by management to assess and evaluate the performance of its business.
Adjusted EBITDA is also considered a significant performance measure. It is
used by management as a measurement of the Companys success in obtaining,
retaining and servicing customers by reflecting the Companys ability to
generate subscriber revenue while providing a high level of customer service in
a cost effective manner. The components of Adjusted EBITDA include the key
revenue and expense items for which 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 2013 Notes. Such financial measures are key
components of several negative covenants including, among others, the
limitation on incurrence of indebtedness, the limitations on investments and
acquisitions and the limitation on distributions and dividends.

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

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

|                  |                                                                                     |                 |       |                                  |         |               |         |              |        |          |         |               |         |              |       |        |        |   |         |        |        |   |         |        |        | 
|----------------- | ----------------------------------------------------------------------------------- | --------------- | ----- | -------------------------------- | ------- | ------------- | ------- | ------------ | ------ | -------- | ------- | ------------- | ------- | ------------ | ----- | ------ | ------ | - | ------- | ------ | ------ | - | ------- | ------ | ------ | 
|                  |                                                                                     |                 |       | Three months ended September 30,
|                  |                                                                                     |                 |       |                                 
|                  |                                                                                     |                 |       | 2003                             |         | 2002         
|                  |                                                                                     |                 |       |                                  |         |              
|                  |                                                                                     |                 |       | Domestic                         |         | International |         | Consolidated |        | Domestic |         | International |         | Consolidated
|                  |                                                                                     |                 |       |                                  |         |               |         |              |        |          |         |               |         |             
|Net income (loss) |                                                                                     | $               | 4,510 |                                  |         | $             | (22,979 | )            |        | $        | (18,469 | )             |         | $            | 8,897 |        |        | $ | (23,620 | )      |        | $ | (14,723 | )     
|                  | Depreciation, amortization and accretion                                            |                 |       | 53,506                           |         |               |         | 17,383       |        |          |         | 70,889        |         |              |       | 49,281 |        |   |         | 11,347 |        |   |         | 60,628 |       
|                  | Asset dispositions                                                                  |                 |       |                                  |         |               |         |              |        |          |         |               |         |              |       | (1,252 | )      |   |         |        |        |   |         | (1,252 | )     
|                  | Stock-based compensation, net                                                       |                 |       |                                  |         |               |         |              |        |          |         |               |         |              |       |        |        |   |         | (5,450 | )      |   |         | (5,450 | )     
|                  | Interest and financing expense, net                                                 |                 |       | 28,801                           |         |               |         | 14,420       |        |          |         | 43,221        |         |              |       | 26,726 |        |   |         | 12,118 |        |   |         | 38,844 |       
|                  | Equity in net (income) loss of unconsolidated
affiliates, net of tax and other, net |                 |       | (675                             | )       |               |         | 3,127        |        |          |         | 2,452         |         |              |       | 3,697  |        |   |         | (1,125 | )      |   |         | 2,572  |       
|                  | (Gain) loss on sale of Croatian joint venture                                       |                 |       |                                  |         |               |         |              |        |          |         |               |         |              |       |        |        |   |         |        |        |   |         |        |       
|                  | Loss on extinguishment of debt                                                      |                 |       | 16,910                           |         |               |         | 4,310        |        |          |         | 21,220        |         |              |       |        |        |   |         |        |        |   |         |        |       
|                  | Minority interests in net loss of
consolidated subsidiaries                         |                 |       |                                  |         |               |         | (153         | )      |          |         | (153          | )       |              |       |        |        |   |         | (1,472 | )      |   |         | (1,472 | )     
|                  | Provision for income taxes                                                          |                 |       | 9,504                            |         |               |         | 708          |        |          |         | 10,212        |         |              |       | 6,323  |        |   |         | 687    |        |   |         | 7,010  |       
|                  | Discontinued operations                                                             |                 |       |                                  |         |               |         |              |        |          |         |               |         |              |       |        |        |   |         | (1,381 | )      |   |         | (1,381 | )     
|                  | Cumulative change in accounting principle                                           |                 |       |                                  |         |               |         |              |        |          |         |               |         |              |       |        |        |   |         |        |        |   |         |        |       
|                  |                                                                                     |                 |       |                                  |         |               |         |              |        |          |         |               |         |              |       |        |        |   |         |        |        |   |         |       
|                  |                                                                                     | Adjusted EBITDA |       | $                                | 112,556 |               |         | $            | 16,816 |          |         | $             | 129,372 |              |       | $      | 93,672 |   |         | $      | (8,896 | ) |         | $      | 84,776 | 
|                  |                                                                                     |                 |       |                                  |         |               |         |              |        |          |         |               |         |              |       |        |        |   |         |        |        |   |         |       

|                  |                                                                                     |                 |        |                                 |         |               |         |              |        |          |        |               |         |              |         |         |         |   |         |        |         |   |          |         |         | 
|----------------- | ----------------------------------------------------------------------------------- | --------------- | ------ | ------------------------------- | ------- | ------------- | ------- | ------------ | ------ | -------- | ------ | ------------- | ------- | ------------ | ------- | ------- | ------- | - | ------- | ------ | ------- | - | -------- | ------- | ------- | 
|                  |                                                                                     |                 |        | Nine months ended September 30,
|                  |                                                                                     |                 |        |                                
|                  |                                                                                     |                 |        | 2003                            |         | 2002         
|                  |                                                                                     |                 |        |                                 |         |              
|                  |                                                                                     |                 |        | Domestic                        |         | International |         | Consolidated |        | Domestic |        | International |         | Consolidated
|                  |                                                                                     |                 |        |                                 |         |               |         |              |        |          |        |               |         |             
|Net income (loss) |                                                                                     | $               | 40,725 |                                 |         | $             | (43,147 | )            |        | $        | (2,422 | )             |         | $            | (81,522 | )       |         | $ | (81,226 | )      |         | $ | (162,748 | )      
|                  | Depreciation, amortization and accretion                                            |                 |        | 158,255                         |         |               |         | 50,057       |        |          |        | 208,312       |         |              |         | 145,973 |         |   |         | 32,476 |         |   |          | 178,449 |        
|                  | Asset dispositions                                                                  |                 |        | 7,640                           |         |               |         |              |        |          |        | 7,640         |         |              |         | 6,304   |         |   |         |        |         |   |          | 6,304   |        
|                  | Stock-based compensation, net                                                       |                 |        |                                 |         |               |         |              |        |          |        |               |         |              |         |         |         |   |         | (5,450 | )       |   |          | (5,450  | )      
|                  | Interest and financing expense, net                                                 |                 |        | 74,833                          |         |               |         | 44,306       |        |          |        | 119,139       |         |              |         | 83,761  |         |   |         | 33,092 |         |   |          | 116,853 |        
|                  | Equity in net (income) loss of unconsolidated
affiliates, net of tax and other, net |                 |        | (5,027                          | )       |               |         | 56           |        |          |        | (4,971        | )       |              |         | 1,911   |         |   |         | (3,463 | )       |   |          | (1,552  | )      
|                  | (Gain) loss on sale of Croatian joint venture                                       |                 |        | 1,574                           |         |               |         | (42,093      | )      |          |        | (40,519       | )       |              |         |         |         |   |         |        |         |   |          |         |        
|                  | Loss on extinguishment of debt                                                      |                 |        | 16,910                          |         |               |         | 4,310        |        |          |        | 21,220        |         |              |         |         |         |   |         |        |         |   |          |         |        
|                  | Minority interests in net loss of
consolidated subsidiaries                         |                 |        |                                 |         |               |         | (4,196       | )      |          |        | (4,196        | )       |              |         |         |         |   |         | (7,297 | )       |   |          | (7,297  | )      
|                  | Provision for income taxes                                                          |                 |        | 19,349                          |         |               |         | 2,098        |        |          |        | 21,447        |         |              |         | 114,101 |         |   |         | 1,897  |         |   |          | 115,998 |        
|                  | Discontinued operations                                                             |                 |        |                                 |         |               |         |              |        |          |        |               |         |              |         |         |         |   |         | (5,408 | )       |   |          | (5,408  | )      
|                  | Cumulative change in accounting principle                                           |                 |        | 1,189                           |         |               |         | 1,042        |        |          |        | 2,231         |         |              |         |         |         |   |         |        |         |   |          |         |        
|                  |                                                                                     |                 |        |                                 |         |               |         |              |        |          |        |               |         |              |         |         |         |   |         |        |         |   |          |        
|                  |                                                                                     | Adjusted EBITDA |        | $                               | 315,448 |               |         | $            | 12,433 |          |        | $             | 327,881 |              |         | $       | 270,528 |   |         | $      | (35,379 | ) |          | $       | 235,149 | 
|                  |                                                                                     |                 |        |                                 |         |               |         |              |        |          |        |               |         |              |         |         |         |   |         |        |         |   |          |        

Consolidated Other Income (Expense)

Consolidated interest and financing expense, net increased to $43.2
million and $119.1 million for the three and nine months ended September 30,
2003, from $38.8 million and $116.9 million for the same periods one year ago.
The increase for the three months ended September 30, 2003 compared to the same
period in 2002 was primarily due to an increase in our weighted average
interest rate and an increase in our weighted average debt balance. The
increase in the weighted average interest rate is due partly to slightly higher
interest margins contained in our amended Credit Facility and the refinancing of
lower weighted average interest rate debt for higher weighted average interest
rate debt. The increase in our weighted average debt outstanding for the third
quarter of 2003 was due mainly to a required delay in redeeming the 2006 Notes
and the 2007 Notes. The increase in interest expense for the nine months
ending September 30, 2003 compared to the same period one year ago is due
mainly to higher interest expense in Slovenia and Austria due partly to higher
average borrowings and due partly to a strengthening of the euro as compared to
U.S. dollar. This increase was partially offset by a decrease in domestic
interest expense due primarily to a decrease in the domestic weighted average
interest rate for the nine months ended September 30, 2003 compared to the same
period in 2002. For the three months ended September 30, 2003 and 2002, the
domestic weighted average interest rate paid to third parties was 7.0% and
6.6%, respectively. For the nine months ended September 30, 2003 and 2002, the
domestic weighted average interest rate paid to third parties was 6.4% and
6.7%, respectively. For the three months

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ended September 30, 2003 and 2002, the consolidated international weighted
average interest rates paid to third parties by WWI was 5.8% and 5.3%,
respectively. For the nine months ended September 30, 2003 and 2002, the
consolidated international weighted average interest rates paid to third
parties by WWI was 6.8% and 4.1%, respectively. We anticipate consolidated
interest and financing expense to increase for the remainder of 2003 as
compared to 2002 due to the restructuring and refinancing of our existing
domestic financing arrangements (for further discussion, see Consolidated
Liquidity and Capital Resources). This restructuring will result in a higher
weighted average interest rate partially offset by a decrease in our average
debt balance.

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

For the three and nine months ended September 30, 2003, we recorded a
consolidated loss on extinguishment of debt of $21.2 million. The loss
consisted of premium payments, the write-off of deferred financing charges and
the cancellation of related interest rate hedges on the 2006 and 2007 Notes,
and the write-off of deferred financing charges related to the Slovenian Credit
Facility amendment.

Consolidated Provision for Income Taxes

For the nine months ended September 30, 2003, compared to the same period
in 2002, the consolidated provision for income taxes has decreased $94.6 million. In
connection with the adoption of SFAS No. 142 Goodwill and Other Intangible Assets, for the nine months
ended September 30, 2002, we incurred a deferred income tax provision of
approximately $114.1 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 $17.2 million for the nine months ended
September 30, 2002. The continuing deferred income tax provision resulted from
growth in our deferred tax liability that cannot be estimated to reverse during
our NOL carryforward period. This adjustment reflected tax accounting
requirements and was not based on any changes to our business model, future
prospects, the value of our licenses or our assessment of the likelihood of
utilizing the tax NOL carryforwards on a cash tax basis in the future.
Deferred income taxes represented a non-cash charge and were not currently paid
or payable and accordingly there was no impact on interim cash flows from
operating, investing or financing activities. We will continue to evaluate the
need for this valuation allowance for accounting purposes to determine if we
should reverse all or part of the allowance in the future.

For the three and nine months ended September 30, 2003 the domestic
deferred income tax provision was $9.5 million and $19.3 million, respectively.
This deferred income tax provision was comprised of (i) $6.5 million and $18.8
million related to the ongoing difference between book and tax
amortization of domestic licenses for
the three and nine months, respectively; and (ii) $3.0 million associated with
our acquisition of the 1900 MHz PCS licenses acquired from TMO. For the nine months
ended September 30, 2003 this was partially offset by a $2.5 million reduction
in our deferred income tax provision related to reversing the cumulative
deferred income tax provision associated with the impairment charge reflected
in asset dispositions.

Our
consolidated provision for income taxes also reflects $0.7 million and $2.1 million
for the three and nine months ended September 30, 2003, respectively, related
to our operations in Haiti.

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Consolidated Loss from Continuing Operations before Cumulative Change in
Accounting Principle

On a consolidated basis, loss from continuing operations before cumulative
change in accounting principle increased by $2.4 million for the three months
ended September 30, 2003, and decreased by $168.0 million for the nine months
ended September 30, 2003, compared to the same periods a year ago. The
increase and decrease resulted mainly from those items discussed in the
Domestic Adjusted EBITDA, International Adjusted EBITDA, Consolidated
Other Income (Expense) and Provision for Income Taxes.

Total Discontinued Operations

Total discontinued operations for the three and nine months ended
September 30, 2002 represented income of $1.4 million and $5.4 million,
respectively, from TAL, our Icelandic subsidiary. TAL was sold by us in
November 2002.

Consolidated Liquidity and Capital Resources

In September 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 $300 million. On November 3,
2003, we completed a public offering of 12 million shares of our Class A common
stock for net proceeds of approximately $228
million utilizing the Shelf Registration Statement. We intend to use the net proceeds for general corporate purposes, to
fund working capital requirements, for making capital expenditures and for
potential acquisitions. Pending the final application of the net proceeds to
the uses described above, we have invested the net proceeds in
investment-grade, interest-bearing securities and have temporarily reduced the
outstanding debt under Revolver A of our Credit Facility by $175 million.

In
September 2003, we entered into a stock purchase agreement with HickoryTech
Corporation (HickoryTech) to acquire for approximately $25 million all of the
outstanding shares of common stock of Minnesota Southern Wireless Company,
which owns the licenses and related assets for the Minnesota 10 rural service
area and the Minneapolis/St. Paul Metro A-2 area, as well as the
Mankato-Fairmont and Rochester-Austin-Albert Lea basic trading areas. The
transaction is expected to close during the fourth quarter of 2003, subject to
Federal Communications Commission and other required approvals. The
purchase price will be paid in the form of 1,038,927 shares of HickoryTech
common stock we currently own and $12.8 million in cash.

In August 2003, we elected to redeem the entire principal amount of the
2006 Notes and 2007 Notes together with accrued interest. The redemption price
for the 2006 Notes was 101.75% and the redemption price for the 2007 Notes was
103.5%. We recorded a $16.9 million aggregate loss on the early extinguishment
of the 2006 and 2007 Notes and the cancellation of the related interest rate
swaps in the third quarter of 2003.

In July 2003, we issued $600 million of 9.250% Senior Notes due 2013 (the
2013 Notes) at par. Interest is payable semi-annually. We may redeem the
2013 Notes at our option at any time on or after July 15, 2008, in whole or
from time to time in part, at specified redemption prices, plus accrued and
unpaid interest. In addition, on or before July 15, 2008, we may redeem any of
the 2013 Notes at our option at any time, in whole, or from time to time in
part, at a redemption price equal to the greater of: (i) 100% of the principal
amount of the 2013 Notes being redeemed or (ii) the sum of the present values of the
remaining scheduled payments of principal and interest on the 2013
Notes being
redeemed discounted to the date of redemption at a specified rate. In
addition, on or before July 15, 2006, we may apply at our option, certain proceeds
from issuances of our capital stock and from transactions with affiliates and
related persons to redeem up to 35% of the aggregate principal amount
of the 2013 Notes at a
redemption price equal to 109.250% of the principal amount of the
2013 Notes being redeemed, plus accrued and unpaid interest to but excluding the
date fixed for redemption. The 2013 Notes contain certain covenants

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that, among other things, limit our ability to incur additional
indebtedness, make certain asset dispositions, make restricted payments, issue
capital stock of certain wholly-owned subsidiaries and enter into certain
mergers, sales or combinations. The 2013 Notes are unsecured and will rank
equally in right of payment to all existing and future senior unsecured
obligations of ours. Additionally, the 2013 Notes will rank senior in right of
payment to all existing and future subordinated debt, but are effectively
subordinated in right of payment to all indebtedness and other liabilities of
our subsidiaries.

In July 2003, we amended our credit facility with a consortium of lenders
(as amended, the Credit Facility). As part of the amendment we reduced the
commitment under one of our revolving credit lines by $150 million and made
prepayments aggregating $400 million under the other revolving
credit line and the term loans. After such reduction and prepayments our Credit Facility
consists of (i) a $350 million term loan (Term Loan A); (ii) a $500 million
term loan (Term Loan B); (iii) a $350 million revolving loan (Revolver A);
and (iv) a $350 million revolving loan (Revolver
B). The commitment reduction and each such prepayment was applied to the
earliest maturities first. In addition, among other modifications, we modified
certain quarterly financial covenants and included a new covenant requiring our
domestic operations to maintain a minimum ratio of annualized operating cash
flow to senior secured indebtedness. The amendment also requires us to make
mandatory prepayments from excess cash flow and from certain proceeds of
certain indebtedness. In 2004, based on current assumptions, we may be
required to prepay between $55 million and $65 million of indebtedness under
the Credit Facility from excess cash flow. The amendment further limits the
amount we are permitted to invest in our international subsidiaries from
January 1, 2003 to $100 million plus certain other amounts received, such as
net proceeds from the sale or disposition of our interest in a foreign
subsidiary. Our applicable margin under Revolver A, Revolver B and Term Loan
A, based upon our leverage ratio, has been increased to a range of 1.625% to
2.25% for Eurodollar advances and 0.625% to 1.25% for prime rate advances. The
applicable margin for Term Loan B increased to 3.25% for Eurodollar advances
and 2.25% for prime rate advances.

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

In April
2002, Western Wireless International d.o.o (Vega) entered
into a credit facility agreement with a consortium of banks to provide funding for the
implementation and expansion of Vegas network in Slovenia. In
September 2003, the Slovenian credit facility was amended (as
amended, the Slovenian Credit Facility). Under the terms
of the Slovenian credit facility: (i) all undrawn commitments
were cancelled and substantially all of Vegas operating and
financial covenants were eliminated; (ii) balances of
$20.9 million from collateral accounts supporting the original
loan and a $0.9 million refund of facility fees related to the
undrawn commitments were utilized to pay down the principal balance;
(iii) the applicable margin on EURIBOR advances has been
increased to initial rates of 1.50% on certain EURIBOR advances and
3.50% on the remaining EURIBOR advances; and
(iv) the repayment schedule for outstanding borrowings remained
unchanged. Western Wireless International Corporation
(WWIC), a subsidiary of WWI, has agreed to certain
covenants, including an unconditional guarantee of the loan, an
obligation to fund Vegas cash shortfalls and restrictions which
limit the ability of WWIC and its majority owned subsidiaries to incur
indebtedness, grant security interests, dispose of majority owned
subsidiaries and enter into guarantees. There are also certain
financial covenants, relating to WWIC and its majority owned
subsidiaries, including Minimum Consolidated Annualized EBITDA and
Consolidated Tangible Net Worth. The amendment was deemed to be a
significant modification under Emerging Issues Task Force Issue
No. 96-19 Debtors Accounting for a Modification or
Exchange of Debt Instruments and accordingly Vega wrote off all
deferred financing costs associated with the original credit facility
resulting in a loss on extinguishment of debt of $4.3 million
for the three and nine months ended September 30, 2003. As
of September 30, 2003, Vega had $64.1 million outstanding
under the Slovenian Credit Facility.

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In October 2000, NuevaTel, S.A. (NuevaTel), a subsidiary of WWI, entered
into a bridge loan facility (Bolivian Bridge Loan) to provide funding for the
build-out and implementation of NuevaTels network in Bolivia. WWI has
guaranteed its pro rata share (71.5%), based upon its ownership interest in
NuevaTel, of the Bolivian Bridge Loan. The loan was originally scheduled to
mature in its entirety in October 2002. Currently, the maturity date of the
Bolivian Bridge Loan has been extended to November 28, 2003. 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 terms of the Bolivian Refinancing have been substantially
negotiated and we are currently working to satisfy conditions precedent to
closing the refinancing. We expect, but there can be no assurance, that the
Bolivian Bridge Loan will be refinanced in the fourth quarter of 2003 at which
time WWIC will initially be required to provide $11.6 million as cash collateral for a
letter of credit in favor of OPIC. Until the Bolivian Refinancing is
finalized, we intend to seek additional extensions of the Bolivian Bridge Loan
maturity date, but there can be no assurance that any necessary extension will
be granted or that the Bolivian Refinancing will be consummated. As of
September 30, 2003, the outstanding amount under the Bolivian Bridge Loan was
$34.7 million and the facility was fully drawn.

tele.ring has a 185 million euro term loan facility (the tele.ring Term
Loan). As of September 30, 2003, $204.2 million, including accrued interest,
was outstanding under the tele.ring Term Loan and 25 million euro was available
to borrow.

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

|              |  |       |         |      |  |          |      |      |  |      |      |      |  |                       |       |       |  |   |       |  |  |   |       |  |  |   |       |        |  |   |       | 
|------------- |  | ----- | ------- | ---- |  | -------- | ---- | ---- |  | ---- | ---- | ---- |  | --------------------- | ----- | ----- |  | - | ----- |  |  | - | ----- |  |  | - | ----- | ------ |  | - | ----- | 
|              |  |       |         |      |  | Three    |      |      |  |      |      |      |  |                       |       |       |  |   |       |  |  |   |       |  |  |   |       |        |  |  
|              |  |       |         |      |  | months   |      |      |  |      |      |      |  |                       |       |       |  |   |       |  |  |   |       |  |  |   |       |        |  |  
|              |  |       |         |      |  | ending   |      |      |  |      |      |      |  |                       |       |       |  |   |       |  |  |   |       |  |  |   |       |        |  |  
|              |  |       |         |      |  | December |      |      |  |      |      |      |  |                       |       |       |  |   |       |  |  |   |       |  |  |   |       |        |  |  
|              |  |       |         |      |  | 31,      |      |      |  |      |      |      |  |                       |       |       |  |   |       |  |  |   |       |  |  |   |       | There-
|              |  | Total |         | 2003 |  | 2004     |      | 2005 |  | 2006 |      | 2007 |  | 2008                  |       | after
|              |  |       |         |      |  |          |      |      |  |      |      |      |  |                       |       |      
|              |  |       |         |      |  |          |      |      |  |      |      |      |  | (Dollars in millions) |       |       |  |   |       |  |  |   |       |  |  |  
|Domestic      |  | $     | 2,067.3 |      |  | $        | 0.0  |      |  | $    | 0.1  |      |  | $                     | 150.1 |       |  | $ | 325.1 |  |  | $ | 300.0 |  |  | $ | 572.0 |        |  | $ | 720.0 | 
|International |  |       | 309.4   |      |  |          | 36.3 |      |  |      | 11.7 |      |  |                       | 75.7  |       |  |   | 144.1 |  |  |   | 18.0  |  |  |   | 19.8  |        |  |   | 3.8   | 
|              |  |       |         |      |  |          |      |      |  |      |      |      |  |                       |       |       |  |   |       |  |  |   |       |  |  |   |       |        |  |   |       | 
|Total         |  | $     | 2,376.7 |      |  | $        | 36.3 |      |  | $    | 11.8 |      |  | $                     | 225.8 |       |  | $ | 469.2 |  |  | $ | 318.0 |  |  | $ | 591.8 |        |  | $ | 723.8 | 
|              |  |       |         |      |  |          |      |      |  |      |      |      |  |                       |       |       |  |   |       |  |  |   |       |  |  |   |       |        |  |   |       | 

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

For
the remainder of 2003 we anticipate spending approximately $70 million in
capital expenditures for the continued improvements to our domestic network and
back office infrastructure. The anticipated year-over-year increase is due to
additional network infrastructure needed to support GSM roaming agreements
partially offset by lower than anticipated prices for CDMA equipment.

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For 2003, WWIs business plans include funding for capital expenditures
and operating losses. Current business plans estimate that WWI entities will
spend approximately $17.0 million for capital expenditures during the remainder
of 2003 and require $11.6 million to fund the collateral account related to the
Bolivian Refinancing. 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 $11.0 million.

We
believe that the proceeds from our public offering of our
Class A common stock in September 2003, domestic and
international operating cash flow, and available international loan facilities
will be adequate to fund our remaining 2003 domestic and international capital
expenditures and working capital requirements. In addition, taking into
consideration the temporary repayment of $175 million under Revolver A with a
portion of the proceeds from our public offering, we had $300 million available
to borrow as of November 7, 2003. Our domestic and international 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 contained in the Credit Facility and the 2013 Notes, or if
we are unable to complete the Bolivian Refinancing, we may be required to
curtail capital spending, reduce expenses, or otherwise modify our planned
operations and/or seek additional debt or equity at the domestic or
international level and/or restructure or refinance our existing financing
arrangements.

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

As part of our overall business strategy, we regularly evaluate
opportunities and alternatives, including acquisitions, dispositions,
investments, and sources of capital, consummation of any of which could have a
material effect on our business, financial condition, liquidity or results of
operations. In this regard, we are preliminarily investigating a spin-off or
divestiture of our international operations but no decision has been made as to
whether to proceed with such a transaction. Any such decision would be subject
to numerous conditions, including, among others, approval by our board of
directors of the terms and conditions of such a transaction, favorable market
and financing conditions, the tax effects of such a transaction and any
required governmental and third party approvals.

Net cash provided by operating activities was $242.9 million for the nine
months ended September 30, 2003. Adjustments to the $2.4 million net loss to
reconcile to net cash provided by operating activities included: (i) $211.2
million of depreciation, amortization and accretion; (ii) $40.5 million gain on
sale of Croatian joint venture; (iii) $21.6 million in changes in operating
assets and liabilities; (iv) $21.2 million loss on extinguishment of debt; (v)
$19.3 million in deferred income taxes; and (vi) $7.6 million for loss on asset
dispositions. Net cash provided by operating activities was $117.0 million for
the nine months ended September 30, 2002.

Net cash used in investing activities was $59.4 million for the nine
months ended September 30, 2003. Investing activities for the period consisted
primarily of: (i) $147.7 million in purchases of property and equipment, of
which $45.6 million was related to WWI; (ii) $69.6 million in proceeds from
sale of Croatian joint venture; and (iii) $22.8 million in proceeds from asset
dispositions. Net cash used in investing activities was $250.3 million for the
nine months ended September 30, 2002.

Net cash used in financing activities was $138.1 million for the nine
months ended September 30, 2003. Financing activities for such period
consisted primarily of: (i) additions to long-term debt of $739.5 million;
(ii) repayments of long-term debt amounting to $840.2 million; (iii) $28.2
million in deferred financing costs; and (iv) $10.1 million in premium

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on extinguishment of debt. Net cash provided by financing activities was
$120.6 million for the nine months ended September 30, 2002.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

Market Risk Management

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

Interest Rate Risk

Our domestic operations have variable rate debt that, at September 30,
2003 and 2002, had an outstanding balance of $1.3 billion and $1.8 billion,
respectively. The fair value of such debt approximates the carrying value. At
September 30, 2003 and 2002, of this variable rate debt $980 million and $720
million, respectively, were hedged using interest rate caps, swaps and collars.
These caps, swaps and collars expire at various dates between December 2003
and March 2006. The hedges in effect at September 30, 2003, fixed LIBOR
between 1.30% and 7.75%. The hedges in effect at September 30, 2002, fixed LIBOR
between 4.91% and 7.75%. Based on our domestic unhedged variable rate
obligations outstanding at September 30, 2003 and 2002, a hypothetical increase
or decrease of 10% in the LIBOR rate would have increased or decreased our
domestic interest expense for the nine month periods then ended by
approximately $0.4 million and $1.5 million, respectively.

Our international operations have entered into variable-rate debt that, at
September 30, 2003 and 2002, had an outstanding balance of approximately $284.3
million and $195.1 million, respectively. Of this variable rate debt at
September 30, 2003 and 2002, $58.0 million and $21.6 million, respectively was
hedged using an interest rate swap, which fixes the interest rate at 4.94%.
Based on WWIs unhedged variable-rate obligations outstanding at September 30,
2003 and 2002, a 10% increase or decrease in each borrowings average interest
rate would increase or decrease our international interest expense for the nine
months ended September 30, 2003 and 2002 by approximately $0.4 million each.

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

Foreign Currency Risk

Currently, 13% of our total international revenues are denominated in U.S.
dollars. Certain of our international subsidiaries have functional currencies
other than the U.S. dollar and their assets and liabilities are translated into
U.S. dollars at exchange rates in effect at the balance sheet date. Income and
expense items are translated at the average exchange rates prevailing during
the period. A 10% appreciation in the U.S. dollar would have resulted in an
approximately a $6.0 million decrease in net loss for each of the nine months
ended September 30, 2003 and 2002, respectively. Such a change in net loss
would have resulted from applying a different exchange rate to translate and
revalue the financial statements of our international subsidiaries with
functional currencies other than the U.S. dollars.

At September 30, 2003, our Slovenian operations, whose functional currency
is the Slovenian Tolar, had variable rate debt of approximately $57.1 million
denominated and repayable in euros and our Austrian operations, whose
functional currency is the euro, had variable rate debt, including accrued
interest of approximately $204.2 million denominated and repayable in euros.
At September 30, 2002, our Slovenian operations had variable rate debt of
approximately $49.1 million and our Austrian operations had variable rate debt,
including accrued interest, of approximately $114.2 million denominated and
repayable in euros. The fair value of such debt approximates the carrying
amount on the consolidated balance sheet at September 30, 2003 and 2002. A 10%
appreciation in the euro as compared to the Slovenian Tolar would have resulted
in an approximately $5.7 million and $5.0 million increase in

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net loss before income tax during the nine months ended September 30, 2003
and 2002, respectively. Such a change in net loss would have been the result
of an unrealized foreign exchange loss. A 10% appreciation in the euro and
Slovenian Tolar as compared to the U.S. dollar would have resulted in an
approximately $29.8 million increase in debt outstanding at September 30, 2003
and an approximately $18.5 million increase in debt outstanding at September
30, 2002, with an offsetting currency translation adjustment.

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Item 4. Controls and Procedures

(A)  Evaluation of Disclosure Controls and Procedures

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

(B)  Changes in Internal Control over Financial Reporting

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

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PART II - OTHER INFORMATION




Item 1. Legal Proceedings

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

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




Item 2. Changes in Securities and Use of Proceeds

None




Item 3. Defaults upon Senior Securities

None




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

None




Item 5. Other Information

None




Item 6. Exhibits and Reports On Form 8-K

|    |         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | ------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Exhibit |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | 4.6     |  | Indenture between Western Wireless Corporation and The Bank of New
York, dated June 11, 2003, relating to 4.625% Convertible
Subordinated Notes due 2023, incorporated herein by reference from
Exhibit 4.3 to the Companys Registration Statement on Form S-3
(Commission File No. 333-108722)                                                                                                                                                                                                                  
|    |         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | 4.7     |  | Indenture between Western Wireless Corporation and The Bank of New
York, dated July 16, 2003, relating to 9.250% Senior Notes due 2013,
incorporated herein by reference from Exhibit 4.1 to the Companys
Registration Statement on Form S-4 (Commission File No. 333-108784)                                                                                                                                                                                                                                    
|    |         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | 10.39   |  | Second Amendment Agreement, dated August 28, 2003, relating to
the Facility Agreement dated 30 April 2002, by and between
Western Wireless International d.o.o, as borrower and IKB Deutsche
Industriebank AG, as Lead Arranger, Off Shore Security Agent, Off
Shore Facility Agent and Original Euro Facility Bank and Others.                                                                                                                                                                                   
|    |         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | 10.40   |  | Second Amendment and Restatement, dated August 28, 2003, of the
Sponsors and Shareholders Undertaking and Completion Guarantee
dated 30 April 2002, among Western Wireless International
d.o.o., as Borrower, IKB Deutsche Industriebank AG, as Off Shore
Security Agent or Off Shore Facility Agent, as the case may be, and
Western Wireless International Corporation, Western Wireless
International Slovenia Corporation and Western Wireless International
Slovenia II Corporation, together the Sponsors.
|    |         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | 12.1    |  | Computation of Ratio of Earnings to Fixed Charges.                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | 31.1    |  | Certification of John W. Stanton, Chairman and Chief Executive
Officer of Western Wireless Corporation, pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a))                                                                                                                                                                                                                                                                                                                                

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|        |  |                                                                                                                                                                                                                                                                          
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  | Description                                                                                                                                                                                                                                                              
|        |  |                                                                                                                                                                                                                                                                          
|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 July 8 for the purpose of reporting, under Item 5,
that the Company had entered into a GSM Roaming Agreement with AT&T
Wireless.                                                                                                                                          
|                                                                                                                                                                                                                                                                                                  
|A Form 8-K was furnished on July 9, 2003, for the purpose of reporting, under
Item 9, the Companys reaffirmation of its previous guidance for the
fiscal year ending December 31, 2003.                                                                                                          
|                                                                                                                                                                                                                                                                                                  
|A Form 8-K was furnished on July 9, 2003 for the purpose of reporting, under
Item 9, the approval by lenders holding more than 50% of the aggregate
principal amount of outstanding loans and commitments under the Companys
$2.1 billion Credit Facility of an amendment to the Credit Facility.
|                                                                                                                                                                                                                                                                                                  
|A Form 8-K was filed on July 11, 2003 for the purpose of reporting, under
Item 5, the Companys offering of $600 million of 9.250%
Senior Notes due 2013.                                                                                                                                         
|                                                                                                                                                                                                                                                                                                  
|A Form 8-K was furnished on August 4, 2003 and amended on August 7, 2003
on Form 8-K/A, for the purpose of reporting, under Items 9 and 12, the
Companys financial and operating results for the quarter ended June 30,
2003.                                                                    
|                                                                                                                                                                                                                                                                                                  
|A Form 8-K was filed on September 11, 2003 for the purpose of reporting,
under Item 5, a reconciliation of the non-GAAP financial measure Adjusted
EBITDA with the most directly comparable financial measure calculated in
accordance with GAAP.                                               
|                                                                                                                                                                                                                                                                                                  
|A Form 8-K was filed on September 11, 2003 for the purpose of reporting,
under Item 5, a reconciliation of the non-GAAP financial measure free
cash flow with the most directly comparable financial measures calculated
in accordance with GAAP.                                               
|                                                                                                                                                                                                                                                                                                  
|A Form 8-K was furnished on September 12, 2003, for the purpose of
reporting, under Item 9, that the Company filed amended quarterly reports
for the first and second quarters of 2003 on Forms 10-Q/A with the
Securities and Exchange Commission.                                               
|                                                                                                                                                                                                                                                                                                  
|A Form 8-K was filed on September 23, 2003, under Item 7, to file certain
information that was previously omitted pursuant to a confidential
information request when originally filed with the Companys Annual Report
of Form 10-K for the fiscal year ended December 31, 2002.                 

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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 
Executive Vice President
and Chief Financial Officer |  |     |  | Scott Soley
Vice President and Controller
(Chief Accounting Officer)
|                        |                                                                         |  |     |  |                                                                     
|Dated: November 7, 2003 |                                                                         |  |     | 

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EXHIBIT INDEX

|        |       |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|------- | ----- | ----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |       | Description
|        |       |            
|        | 4.6   |             |  | Indenture between Western Wireless Corporation and The Bank of New
York, dated June 11, 2003, relating to 4.625% Convertible
Subordinated Notes due 2023, incorporated herein by reference from
Exhibit 4.3 to the Companys Registration Statement on Form S-3
(Commission File No. 333-108722)                                                                                                                                                                                                                 
|        |       |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        | 4.7   |             |  | Indenture between Western Wireless Corporation and The Bank of New
York, dated July 16, 2003, relating to 9.250% Senior Notes due
2013, incorporated herein by reference from Exhibit 4.1 to the
Companys Registration Statement on Form S-4 (Commission File No.
333-108784)                                                                                                                                                                                                                                   
|        |       |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        | 10.39 |             |  | Second Amendment
Agreement, dated August 28, 2003, relating to the Facility
Agreement dated 30 April 2002, by and between Western Wireless
International d.o.o., as borrower and IKB Deutsche
Industriebank AG, as Lead Arranger, Off Shore Security Agent,
Off Shore Facility Agent and Original Euro Facility Bank and Others.                                                                                                                                                                                 
|        |       |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        | 10.40 |             |  | Second Amendment and
Restatement, dated August 28, 2003, of the Sponsors and
Shareholders Undertaking and Completion Guarantee dated
30 April 2002, among Western Wireless International d.o.o., as
Borrower, IKB Deutsche Industriebank AG, as Offshore Security
Agent or Off Shore Facility Agent, as the case may be, and Western
Wireless International Corporation, Western Wireless International
Slovenia Corporation and Western Wireless International
Slovenia II Corporation, together the Sponsors.
|        |       |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        | 12.1  |             |  | Computation of Ratio of Earnings to Fixed Charges.                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        |       |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        | 31.1  |             |  | Certification of John W. Stanton, Chairman and Chief Executive
Officer of Western Wireless Corporation, pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a))                                                                                                                                                                                                                                                                                                                               
|        |       |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        | 31.2  |             |  | Certification of M. Wayne Wisehart, Executive Vice President and
Chief Financial Officer of Western Wireless Corporation, pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a))                                                                                                                                                                                                                                                                                                             
|        |       |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        | 32.1  |             |  | Certification of John W. Stanton, Chairman and Chief Executive
Officer of Western Wireless Corporation, pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section
1350, Chapter 63 of Title 18, United States Code)                                                                                                                                                                                                                                                          
|        |       |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        | 32.2  |             |  | Certification of M. Wayne Wisehart, Executive Vice President and
Chief Financial Officer of Western Wireless Corporation, pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a)
and (b) of Section 1350, Chapter 63 of Title 18, United States
Code)                                                                                                                                                                                                                                        

41