##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Form 10-Q

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

For the quarterly period ended March 31, 2002

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

|                                   |                                      |  |            | 
|---------------------------------- | ------------------------------------ |  | ---------- | 
|Title                              | Shares Outstanding as of May 9, 2002
|                                   |                                     
|Class A Common Stock, no par value |                                      |  | 72,192,219 | 
|Class B Common Stock, no par value |                                      |  | 6,777,110  | 





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TABLE OF CONTENTS



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



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##### Table of Contents



Western Wireless Corporation
Form 10-Q
For the Quarter Ended March 31, 2002

Table of Contents

|                                 |  |                                                                                                                                      |      |   
|-------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------ | ---- | --
|                                 |  |                                                                                                                                      | Page
|                                 |  |                                                                                                                                      |     
|                                
|PART I- FINANCIAL -- INFORMATION |  |                                                                                                                                     
|                                
|Item 1.                          |  | Financial Statements                                                                                                                 |      |   
|                                
|                                 |  | Condensed Consolidated Balance Sheets
as of March 31, 2002, and December 31, 2001                                                    |      | 3 
|                                
|                                 |  | Condensed Consolidated Statements of Operations and Comprehensive Loss
for the Three Months Ended March 31, 2002, and March 31, 2001 |      | 4 
|                                
|                                 |  | Condensed Consolidated Statements of Cash Flows
for the Three Months Ended March 31, 2002, and March 31, 2001                        |      | 5 
|                                
|                                 |  | Notes to Condensed Consolidated Financial Statements                                                                                 |      | 6 
|                                
|Item 2.                          |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                |      | 14
|                                
|Item 3.                          |  | Quantitative and Qualitative Disclosures About Market Risk                                                                           |      | 21
|                                
|PART II - OTHER INFORMATION      |  |                                                                                                                                     
|                                
|Item 1.                          |  | Legal Proceedings                                                                                                                    |      | 22
|                                
|Item 2.                          |  | Changes in Securities                                                                                                                |      | 22
|                                
|Item 3.                          |  | Defaults Upon Senior Securities                                                                                                      |      | 22
|                                
|Item 4.                          |  | Submission of Matters to a Vote of Security Holders                                                                                  |      | 22
|                                
|Item 5.                          |  | Other Information                                                                                                                    |      | 22
|                                
|Item 6.                          |  | Exhibits and Reports from Form 8-K                                                                                                   |      | 22

2



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##### Table of Contents









WESTERN WIRELESS CORPORATION




Condensed Consolidated Balance Sheets


(Dollars in thousands)


|                                                                                                                  |                                                                                                                                                                                                                                                                                                                      |                              |           |             |           |              |           |          |           |  
|----------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------- | --------- | ----------- | --------- | ------------ | --------- | -------- | --------- | -
|                                                                                                                  |                                                                                                                                                                                                                                                                                                                      |                              |           | March 31,   |           | December 31, |           |         
|                                                                                                                  |                                                                                                                                                                                                                                                                                                                      |                              |           | 2002        |           | 2001        
|                                                                                                                  |                                                                                                                                                                                                                                                                                                                      |                              |           | (Unaudited) |           |             
|                                                                                                                  |                                                                                                                                                                                                                                                                                                                      |                              |           |             |           |             
|ASSETS                                                                                                           
|Current assets:                                                                                                   |                                                                                                                                                                                                                                                                                                                      |                              |           |             |           |              |           |         
|                                                                                                                  | Cash and cash equivalents                                                                                                                                                                                                                                                                                            |                              | $         | 50,834      |           |              | $         | 45,240   |          
|                                                                                                                  | Accounts receivable, net of allowance for doubtful accounts
of $21,654 and $21,095, respectively                                                                                                                                                                                                                     |                              |           | 146,015     |           |              |           | 151,787  |          
|                                                                                                                  | Inventory                                                                                                                                                                                                                                                                                                            |                              |           | 20,716      |           |              |           | 34,331   |          
|                                                                                                                  | Marketable securities                                                                                                                                                                                                                                                                                                |                              |           | 19,920      |           |              |           | 21,016   |          
|                                                                                                                  | Prepaid expenses and other current assets                                                                                                                                                                                                                                                                            |                              |           | 34,382      |           |              |           | 49,402   |          
|                                                                                                                  |                                                                                                                                                                                                                                                                                                                      |                              |           |             |           |              |           |         
|                                                                                                                  |                                                                                                                                                                                                                                                                                                                      | Total current assets         |           |             | 271,867   |              |           |          | 301,776   |  
|Property and equipment, net of accumulated depreciation
of $586,457 and $530,805, respectively                    |                                                                                                                                                                                                                                                                                                                      |                              | 836,076   |             |           |              | 838,078   |         
|Licensing costs and other intangible assets, net of accumulated
amortization of $17,797 and $15,170, respectively |                                                                                                                                                                                                                                                                                                                      |                              | 1,181,212 |             |           |              | 1,184,516 |         
|Investments in and advances to unconsolidated affiliates                                                          |                                                                                                                                                                                                                                                                                                                      |                              | 33,924    |             |           |              | 32,752    |         
|Other assets                                                                                                      |                                                                                                                                                                                                                                                                                                                      |                              | 13,356    |             |           |              | 13,298    |         
|                                                                                                                  |                                                                                                                                                                                                                                                                                                                      |                              |           |             |           |              |           |         
|                                                                                                                  |                                                                                                                                                                                                                                                                                                                      | $                            | 2,336,435 |             |           | $            | 2,370,420 |         
|                                                                                                                  |                                                                                                                                                                                                                                                                                                                      |                              |           |             |           |              |           |         
|LIABILITIES AND NET CAPITAL DEFICIENCY                                                                           
|Current liabilities:                                                                                              |                                                                                                                                                                                                                                                                                                                      |                              |           |             |           |              |           |         
|                                                                                                                  | Accounts payable                                                                                                                                                                                                                                                                                                     |                              | $         | 57,181      |           |              | $         | 83,005   |          
|                                                                                                                  | Accrued liabilities and other                                                                                                                                                                                                                                                                                        |                              |           | 171,202     |           |              |           | 175,016  |          
|                                                                                                                  | Construction accounts payable                                                                                                                                                                                                                                                                                        |                              |           | 71,953      |           |              |           | 93,764   |          
|                                                                                                                  | Current portion of long-term debt                                                                                                                                                                                                                                                                                    |                              |           | 73,387      |           |              |           | 55,471   |          
|                                                                                                                  |                                                                                                                                                                                                                                                                                                                      |                              |           |             |           |              |           |         
|                                                                                                                  |                                                                                                                                                                                                                                                                                                                      | Total current liabilities    |           |             | 373,723   |              |           |          | 407,256   |  
|                                                                                                                  |                                                                                                                                                                                                                                                                                                                      |                              |           |             |           |              |          
|Long-term debt, less current portion                                                                              |                                                                                                                                                                                                                                                                                                                      |                              | 2,258,414 |             |           |              | 2,237,374 |         
|Deferred tax liability                                                                                            |                                                                                                                                                                                                                                                                                                                      |                              | 78,894    |             |           |              |           |         
|                                                                                                                  |                                                                                                                                                                                                                                                                                                                      |                              |           |             |           |              |           |         
|                                                                                                                  |                                                                                                                                                                                                                                                                                                                      | Total liabilities            |           |             | 2,711,031 |              |           |          | 2,644,630 |  
|                                                                                                                  |                                                                                                                                                                                                                                                                                                                      |                              |           |             |           |              |           |         
|Minority interests in consolidated subsidiaries                                                                   |                                                                                                                                                                                                                                                                                                                      |                              | 23,408    |             |           |              | 25,089    |         
|                                                                                                                  |                                                                                                                                                                                                                                                                                                                      |                              |           |             |           |              |           |         
|Commitments and contingencies (Note 7)                                                                            |                                                                                                                                                                                                                                                                                                                      |                              |           |             |           |              |           |         
|                                                                                                                  |                                                                                                                                                                                                                                                                                                                      |                              |           |             |           |              |          
|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, 72,184,194 and 71,881,603 shares issued
and outstanding, respectively
Class B, 6,777,110 and 6,981,072 shares issues
and outstanding, respectively |                              |           | 668,967     |           |              |           | 668,158  |          
|                                                                                                                  | Accumulated other comprehensive loss                                                                                                                                                                                                                                                                                 |                              |           | (27,693     | )         |              |           | (24,181  | )        
|                                                                                                                  | Deficit                                                                                                                                                                                                                                                                                                              |                              |           | (1,039,278  | )         |              |           | (943,276 | )        
|                                                                                                                  |                                                                                                                                                                                                                                                                                                                      |                              |           |             |           |              |           |         
|                                                                                                                  |                                                                                                                                                                                                                                                                                                                      | Total net capital deficiency |           |             | (398,004  | )            |           |          | (299,299  | )
|                                                                                                                  |                                                                                                                                                                                                                                                                                                                      |                              |           |             |           |              |           |         
|                                                                                                                  |                                                                                                                                                                                                                                                                                                                      | $                            | 2,336,435 |             |           | $            | 2,370,420 |         
|                                                                                                                  |                                                                                                                                                                                                                                                                                                                      |                              |           |             |           |              |           |         

See accompanying notes to condensed consolidated financial statements.

3



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WESTERN WIRELESS CORPORATION




Condensed Consolidated Statements of Operations and Comprehensive Loss


(Dollars in thousands, except per share data)
(Unaudited)


|                                                            |                                                          |                             |                     |            |                              |        |         |            |         |        |  
|----------------------------------------------------------- | -------------------------------------------------------- | --------------------------- | ------------------- | ---------- | ---------------------------- | ------ | ------- | ---------- | ------- | ------ | -
|                                                            |                                                          |                             |                     |            | Three months ended March 31,
|                                                            |                                                          |                             |                     |            |                             
|                                                            |                                                          |                             |                     |            | 2002                         |        | 2001   
|                                                            |                                                          |                             |                     |            |                              |        |        
|Revenues:                                                   |                                                          |                             |                     |            |                              |        |         |           
|                                                            | Subscriber revenues                                      |                             | $                   | 198,571    |                              |        | $       | 161,110    |        
|                                                            | Roamer revenues                                          |                             |                     | 60,981     |                              |        |         | 62,197     |        
|                                                            | Fixed line revenues                                      |                             |                     | 13,616     |                              |        |         | 79         |        
|                                                            | Equipment sales and other revenues                       |                             |                     | 17,496     |                              |        |         | 13,088     |        
|                                                            |                                                          |                             |                     |            |                              |        |         |           
|                                                            |                                                          | Total revenues              |                     |            | 290,664                      |        |         |            | 236,474 |       
|                                                            |                                                          |                             |                     |            |                              |        |         |           
|Operating expenses:                                         |                                                          |                             |                     |            |                              |        |         |           
|                                                            | Cost of service                                          |                             |                     | 89,865     |                              |        |         | 54,967     |        
|                                                            | Cost of equipment sales                                  |                             |                     | 26,768     |                              |        |         | 16,413     |        
|                                                            | General and administrative                               |                             |                     | 60,239     |                              |        |         | 51,193     |        
|                                                            | Sales and marketing                                      |                             |                     | 39,712     |                              |        |         | 42,342     |        
|                                                            | Depreciation and amortization                            |                             |                     | 61,515     |                              |        |         | 42,619     |        
|                                                            | Stock based compensation, net                            |                             |                     |            |                              |        |         | 5,996      |        
|                                                            |                                                          |                             |                     |            |                              |        |         |           
|                                                            |                                                          | Total operating expenses    |                     |            | 278,099                      |        |         |            | 213,530 |       
|                                                            |                                                          |                             |                     |            |                              |        |         |           
|Operating income                                            |                                                          |                             | 12,565              |            |                              |        | 22,944  |           
|                                                            |                                                          |                             |                     |            |                              |        |         |           
|Other income (expense):                                     |                                                          |                             |                     |            |                              |        |         |           
|                                                            | Interest and financing expense, net                      |                             |                     | (39,359    | )                            |        |         | (42,112    | )      
|                                                            | Equity in net income (loss) of unconsolidated affiliates |                             |                     | 1,647      |                              |        |         | (2,955     | )      
|                                                            | Other, net                                               |                             |                     | 5,197      |                              |        |         | 329        |        
|                                                            |                                                          |                             |                     |            |                              |        |         |           
|                                                            |                                                          | Total other expense         |                     |            | (32,515                      | )      |         |            | (44,738 | )     
|                                                            |                                                          |                             |                     |            |                              |        |         |           
|Minority interests in net loss of consolidated subsidiaries |                                                          |                             | 3,235               |            |                              |        | 4,490   |           
|                                                            |                                                          |                             |                     |            |                              |        |         |           
|Loss before provision for income taxes                      |                                                          |                             | (16,715             | )          |                              |        | (17,304 | )         
|Provision for income taxes                                  |                                                          |                             | (79,287             | )          |                              |        |         |           
|                                                            |                                                          |                             |                     |            |                              |        |         |           
|Loss before cumulative change in accounting principle       |                                                          |                             | (96,002             | )          |                              |        | (17,304 | )         
|Cumulative change in accounting principle                   |                                                          |                             |                     |            |                              |        | (5,580  | )         
|                                                            |                                                          |                             |                     |            |                              |        |         |           
|                                                            |                                                          | Net loss                    |                     | $          | (96,002                      | )      |         | $          | (22,884 | )     
|                                                            |                                                          |                             |                     |            |                              |        |         |           
|Basic and diluted loss per share:                           |                                                          |                             |                     |            |                              |        |         |           
|                                                            | Before cumulative change in accounting principle         |                             | $                   | (1.22      | )                            |        | $       | (0.22      | )      
|                                                            | Cumulative change in accounting principle                |                             |                     |            |                              |        |         | (0.07      | )      
|                                                            |                                                          |                             |                     |            |                              |        |         |           
|Basic and diluted loss per share                            |                                                          | $                           | (1.22               | )          |                              | $      | (0.29   | )         
|                                                            |                                                          |                             |                     |            |                              |        |         |           
|Weighted average shares outstanding:                        |                                                          |                             |                     |            |                              |        |         |           
|                                                            | Basic                                                    |                             |                     | 78,910,000 |                              |        |         | 78,338,000 |        
|                                                            |                                                          |                             |                     |            |                              |        |         |           
|                                                            | Diluted                                                  |                             |                     | 78,910,000 |                              |        |         | 78,338,000 |        
|                                                            |                                                          |                             |                     |            |                              |        |         |           
|Comprehensive loss:                                         |                                                          |                             |                     |            |                              |        |         |           
|                                                            | Net loss                                                 |                             | $                   | (96,002    | )                            |        | $       | (22,884    | )      
|                                                            | Unrealized loss on marketable securities:                |                             |                     |            |                              |        |         |            |        
|                                                            |                                                          | Reclassification adjustment |                     |            |                              |        |         |            | (5,462  | )     
|                                                            |                                                          | Unrealized holding loss     |                     |            | (1,096                       | )      |         |            | (1,984  | )     
|                                                            |                                                          |                             |                     |            |                              |        |         |           
|                                                            |                                                          |                             | Net unrealized loss |            |                              | (1,096 | )       |            |         | (7,446 | )
|                                                            |                                                          |                             |                     |            |                              |        |         |           
|                                                            | Foreign currency translation                             |                             |                     | (4,509     | )                            |        |         | (374       | )      
|                                                            | Unrealized gain (loss) on hedges                         |                             |                     | 2,093      |                              |        |         | (1,172     | )      
|                                                            |                                                          |                             |                     |            |                              |        |         |           
|Total comprehensive loss                                    |                                                          | $                           | (99,514             | )          |                              | $      | (31,876 | )         
|                                                            |                                                          |                             |                     |            |                              |        |         |           

See accompanying notes to condensed consolidated financial statements.

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##### Table of Contents



WESTERN WIRELESS CORPORATION




Condensed Consolidated Statements of Cash Flows


(Dollars in thousands)
(Unaudited)


|                                            |                                                                                           |                                                             |        |                              |         |      |        |         |         |  
|------------------------------------------- | ----------------------------------------------------------------------------------------- | ----------------------------------------------------------- | ------ | ---------------------------- | ------- | ---- | ------ | ------- | ------- | -
|                                            |                                                                                           |                                                             |        | Three months ended March 31,
|                                            |                                                                                           |                                                             |        |                             
|                                            |                                                                                           |                                                             |        | 2002                         |         | 2001
|                                            |                                                                                           |                                                             |        |                              |         |     
|Operating activities:                       |                                                                                           |                                                             |        |                              |         |      |        |        
|                                            | Net loss                                                                                  |                                                             | $      | (96,002                      | )       |      | $      | (22,884 | )      
|                                            | Adjustments to reconcile net loss to net cash provided by (used
in) operating activities: |                                                             |        |                              |         |      |        |         |        
|                                            |                                                                                           | Cumulative change in accounting principle                   |        |                              |         |      |        |         | 5,580   |  
|                                            |                                                                                           | Gain on sale of marketable securities                       |        |                              |         |      |        |         | (8,006  | )
|                                            |                                                                                           | Depreciation and amortization                               |        |                              | 62,772  |      |        |         | 43,315  |  
|                                            |                                                                                           | Deferred income taxes                                       |        |                              | 78,894  |      |        |         |         |  
|                                            |                                                                                           | Stock based compensation                                    |        |                              |         |      |        |         | 5,996   |  
|                                            |                                                                                           | Equity in net (income) loss of unconsolidated affiliates    |        |                              | (1,647  | )    |        |         | 2,955   |  
|                                            |                                                                                           | Minority interests in net loss of consolidated subsidiaries |        |                              | (3,235  | )    |        |         | (4,490  | )
|                                            |                                                                                           | Adjustment of interest rate hedges to fair market value     |        |                              | (5,908  | )    |        |         | 8,707   |  
|                                            |                                                                                           | Other, net                                                  |        |                              | 1,283   |      |        |         | 84      |  
|                                            |                                                                                           | Changes in operating assets and liabilities                 |        |                              | 10,782  |      |        |         | (39,057 | )
|                                            |                                                                                           |                                                             |        |                              |         |      |        |        
|                                            |                                                                                           | Net cash provided by (used in) operating activities         |        |                              | 46,939  |      |        |         | (7,800  | )
|                                            |                                                                                           |                                                             |        |                              |         |      |        |        
|Investing activities:                       |                                                                                           |                                                             |        |                              |         |      |        |        
|                                            | Purchase of property and equipment                                                        |                                                             |        | (78,691                      | )       |      |        | (65,045 | )      
|                                            | Additions to licensing costs and other intangible assets                                  |                                                             |        | (834                         | )       |      |        | (22,518 | )      
|                                            | Proceeds from sale of marketable securities                                               |                                                             |        |                              |         |      |        | 25,381  |        
|                                            | Receipts from and (investments in) unconsolidated subsidiaries                            |                                                             |        | (558                         | )       |      |        | 2,625   |        
|                                            |                                                                                           |                                                             |        |                              |         |      |        |        
|                                            |                                                                                           | Net cash used in investing activities                       |        |                              | (80,083 | )    |        |         | (59,557 | )
|                                            |                                                                                           |                                                             |        |                              |         |      |        |        
|Financing activities:                       |                                                                                           |                                                             |        |                              |         |      |        |        
|                                            | Proceeds from issuance of common stock, net                                               |                                                             |        | 582                          |         |      |        | 2,686   |        
|                                            | Additions to long-term debt                                                               |                                                             |        | 58,107                       |         |      |        | 62,949  |        
|                                            | Repayment of long-term debt                                                               |                                                             |        | (19,339                      | )       |      |        | (480    | )      
|                                            | Minority interest contributions                                                           |                                                             |        | 220                          |         |      |        | 20,154  |        
|                                            |                                                                                           |                                                             |        |                              |         |      |        |        
|                                            |                                                                                           | Net cash provided by financing activities                   |        |                              | 39,570  |      |        |         | 85,309  |  
|                                            |                                                                                           |                                                             |        |                              |         |      |        |        
|Effect of exchange rate changes on cash     |                                                                                           |                                                             | (832   | )                            |         |      |        |        
|                                            |                                                                                           |                                                             |        |                              |         |      |        |        
|                                           
|Change in cash and cash equivalents         |                                                                                           |                                                             | 5,594  |                              |         |      | 17,952 |        
|                                           
|Cash and cash equivalents, beginning period |                                                                                           |                                                             | 45,240 |                              |         |      | 23,278 |        
|                                            |                                                                                           |                                                             |        |                              |         |      |        |        
|Cash and cash equivalents, end of period    |                                                                                           | $                                                           | 50,834 |                              |         | $    | 41,230 |        
|                                            |                                                                                           |                                                             |        |                              |         |      |        |        

See accompanying notes to condensed consolidated financial statements.

5



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##### Table of Contents



WESTERN WIRELESS CORPORATION




Notes to Condensed Consolidated Financial Statements


(Unaudited)


1. Organization:

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

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

Throughout this document, Western Wireless Corporation and its
subsidiaries are referred to as the Company,
we, our or us. The
condensed consolidated financial statements have been prepared pursuant to the
rules and regulations of the Securities and Exchange Commission (SEC) that
permit reduced disclosures for interim periods. The condensed consolidated
balance sheet as of December 31, 2001, has been derived from audited
financial statements. The unaudited interim condensed consolidated financial
statements dated March 31, 2002 and 2001, are presented herein, and reflect all
adjustments, which are, in the opinion of management, necessary for a fair
presentation of the financial position, results of operations and cash flows
for the periods presented. Results of operations for interim periods presented
herein are not necessarily indicative of results of operations for the entire
year. For further information, refer to our annual audited financial
statements and footnotes thereto for the year ended December 31, 2001,
contained in the Companys Form 10-K dated March 29, 2002.

2. Summary of Significant Accounting Policies:

Supplemental cash flow disclosure:

Cash paid for interest was $38.5 million and $37.6 million for the three
months ended March 31, 2002 and 2001, respectively.

Reclassifications:

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

Principles of consolidation:

U.S. headquarter functions and majority owned European, South American
and Caribbean consolidated subsidiaries are recorded as of the date of the
financial statements. During the first quarter of 2002, we brought the results
of Bolivia and Haiti current with the date of the financial statements.
Entities accounted for using the equity method and our consolidated African subsidiary continue to be presented on a
one quarter lag. For the first quarter of 2001, consolidated subsidiaries in Iceland,
Ghana, Bolivia and Haiti, along with entities accounted for using the
equity method, were recorded on a one quarter lag. The inclusion of an
additional quarter of operations for Bolivia and Haiti in the first quarter of
2002 had an insignificant impact on our operating results.

Recently issued accounting standards:

In April 2002, the FASB issued Statement of Financial Accounting Standards
(SFAS) No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment
of FASB Statement No. 13, and Technical Corrections (SFAS No. 145). SFAS
No. 145 requires that gains and losses from the extinguishments of debt be
classified as extraordinary items only if they meet the criteria in Accounting
Principles Board Opinion No. 30 (Opinion No. 30). Applying the provisions of
Opinion No. 30 will distinguish transactions that are part of an entitys
recurring operations from those that are unusual and infrequent that meet
criteria for classification as an extraordinary item. SFAS No. 145 is
effective for the Company beginning January 1, 2003, but we may adopt the
provisions of SFAS No. 145 prior to this date. Upon the adoption of SFAS No.
145, we will reclassify our prior period statement of operations to conform to
the presentation required by SFAS No. 145. Under SFAS No. 145, the Company
will report gains and losses on extinguishments of debt in pre-tax earnings.

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

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WESTERN WIRELESS CORPORATION

Notes to Condensed Consolidated Financial Statements


(Unaudited)


On January 1, 2002, we adopted SFAS No. 142 Goodwill and Other Intangible
Assets (SFAS No. 142). SFAS No. 142 addresses how acquired goodwill and
other intangible assets are recorded upon their acquisition as well as how they
are to be accounted for after they have been initially recognized in the
financial statements. Under this statement, goodwill, including excess net
book value associated with equity method investments, and other intangible
assets with indefinite useful lives, on a prospective basis, will no longer be
amortized. Upon adoption of SFAS No. 142, we ceased amortization of our domestic
licensing costs as we determined that these assets meet the definition of indefinite
life intangible assets. We completed the assessment for impairment of our
indefinite life intangible assets required upon the implementation of SFAS No.
142 and determined that they were not impaired. In the future, impairment must
be assessed at least annually for these assets, or when indications of
impairment exist.

In connection with the adoption of SFAS No. 142, we incurred a non-cash
charge of approximately $78.9 million in the first quarter of 2002 as a
provision for income taxes mainly to increase the valuation allowance related
to our net operating loss carryforwards. This non-cash charge includes $71.4
million in one-time charges required because we have significant deferred tax
liabilities related to our domestic licensing costs. Historically, we did not need a
valuation allowance for the portion of our net operating loss carryforward
equal to the amount of license amortization expected to occur during the net
operating loss carryforward period. Since we ceased amortizing domestic
licensing costs 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
licensing costs which will reverse during the net operating loss carryforward period,
we have increased the valuation allowance accordingly. Further, since January
1, 2002, we continue to amortize our domestic licensing costs for federal income tax purposes.
As previously discussed, licensing costs are no longer amortized for book
purposes. The income tax effect of the ongoing difference between book and tax amortization resulted in
an additional non-cash charge as a provision for income taxes of approximately
$7.5 million during the first quarter of 2002. The additional non-cash charge
to the income tax provision results from growth in our deferred tax liability
that cannot be estimated to reverse during our net operating loss carryforward
period.

On January 1, 2002, we adopted SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets (SFAS No. 144). SFAS No. 144
supersedes SFAS 121, Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of (SFAS No. 121). SFAS No. 144
primarily addresses significant issues relating to the implementation of SFAS
No. 121 and develops a single accounting model for long-lived assets to be
disposed of, whether previously held and used or newly acquired. We
periodically evaluate whether there has been certain indicators of impairment of
our long-lived assets. As of March 31, 2002, we believe there has been no indication of
impairment.

3. Marketable Securities:

Marketable securities are classified as available-for-sale and are stated
at fair market value. Information regarding our marketable securities is
summarized as follows:

|                                      |                      |   |                |        |                   |   |       |        | 
|------------------------------------- | -------------------- | - | -------------- | ------ | ----------------- | - | ----- | ------ | 
|(Dollars in thousands)                |                      |   |                |        |                   |   |       |       
|                                      |                      |   | March 31, 2002 |        | December 31, 2001
|                                      |                      |   |                |        |                  
|Available-for-sale equity securities: |                      |   |                |        |                   |   |       |       
|                                      | Aggregate fair value |   | $              | 19,920 |                   |   | $     | 21,016 | 
|                                      | Historical cost      |   |                | 18,959 |                   |   |       | 18,959 | 
|                                      |                      |   |                |        |                   |   |       |       
|Unrealized holding gain               |                      | $ | 961            |        |                   | $ | 2,057 |       
|                                      |                      |   |                |        |                   |   |       |       

Our net unrealized holding gains and losses are included as an increase to
accumulated other comprehensive loss. Realized gains and losses are determined
on the basis of specific identification.

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WESTERN WIRELESS CORPORATION

Notes to Condensed Consolidated Financial Statements


(Unaudited)


4. Prepaid Expenses and Other Current Assets:

|                                    |  |                |        |                   |  |   |        | 
|----------------------------------- |  | -------------- | ------ | ----------------- |  | - | ------ | 
|(Dollars in thousands)              |  |                |        |                   |  |   |        | 
|                                    |  | March 31, 2002 |        | December 31, 2001
|                                    |  |                |        |                  
|Rent                                |  | $              | 10,299 |                   |  | $ | 5,786  | 
|Cellular One Group promotional fund |  |                | 6,933  |                   |  |   | 5,522  | 
|VAT receivables                     |  |                | 5,000  |                   |  |   | 17,725 | 
|Taxes and fees                      |  |                | 2,806  |                   |  |   | 2,487  | 
|Acquisition related receivable      |  |                | 420    |                   |  |   | 2,401  | 
|Deposits                            |  |                | 112    |                   |  |   | 6,423  | 
|Other                               |  |                | 8,812  |                   |  |   | 9,058  | 
|                                    |  |                |        |                   |  |   |        | 
|                                    |  | $              | 34,382 |                   |  | $ | 49,402 | 
|                                    |  |                |        |                   |  |   |        | 

5. Licensing Costs and Other Intangible Assets:

Upon adoption of SFAS No. 142, as described in Note 2, we ceased
amortization related to domestic licensing costs beginning on January 1, 2002.

|                                               |                               |   |                |           |                   |   |           |           | 
|---------------------------------------------- | ----------------------------- | - | -------------- | --------- | ----------------- | - | --------- | --------- | 
|(Dollars in thousands)                         |                               |   |                |           |                   |   |           |          
|                                               |                               |   | March 31, 2002 |           | December 31, 2001
|                                               |                               |   |                |           |                  
|Intangible assets subject to amortization:     |                               |   |                |           |                   |   |           |          
|                                               | International licensing costs |   | $              | 84,200    |                   |   | $         | 85,083    | 
|                                               | Deferred financing costs      |   |                | 27,285    |                   |   |           | 27,155    | 
|                                               | Other                         |   |                | 16,619    |                   |   |           | 16,543    | 
|                                               |                               |   |                |           |                   |   |           |          
|                                               |                               |   | 128,104        |           |                   |   | 128,781   |          
|                                              
|Accumulated amortization                       |                               |   | (17,797        | )         |                   |   | (15,170   | )        
|                                               |                               |   |                |           |                   |   |           |          
|                                               |                               |   | 110,307        |           |                   |   | 113,611   |          
|Intangible assets not subject to amortization: |                               |   |                |           |                   |   |           |          
|                                               | Domestic licensing costs      |   |                | 1,070,905 |                   |   |           | 1,070,905 | 
|                                               |                               |   |                |           |                   |   |           |          
|                                               |                               | $ | 1,181,212      |           |                   | $ | 1,184,516 |          
|                                               |                               |   |                |           |                   |   |           |          

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

|                                |                                              |  |   |       | 
|------------------------------- | -------------------------------------------- |  | - | ----- | 
|(Dollars in thousands)          |                                              |  |   |      
|Aggregate amortization expense: |                                              |  |   |      
|                                | For the three months ending March 31, 2002   |  | $ | 1,938 | 
|Expected amortization expense:  |                                              |  |   |      
|                                | For the nine months ending December 31, 2002 |  |   | 4,811 | 
|                                | For the year ending December 31, 2003        |  |   | 6,415 | 
|                                | For the year ending December 31, 2004        |  |   | 6,415 | 
|                                | For the year ending December 31, 2005        |  |   | 6,415 | 
|                                | For the year ending December 31, 2006        |  |   | 6,415 | 

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WESTERN WIRELESS CORPORATION

Notes to Condensed Consolidated Financial Statements


(Unaudited)


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

|                                        |                               |   |                    |       |      |   |         |       |  
|--------------------------------------- | ----------------------------- | - | ------------------ | ----- | ---- | - | ------- | ----- | -
|(Dollars in thousands)                  |                               |   |                    |       |      |   |         |      
|                                        |                               |   | Three months ended
|                                        |                               |   | March 31,         
|                                        |                               |   |                   
|                                        |                               |   | 2002               |       | 2001
|                                        |                               |   |                    |       |     
|Net loss                                |                               | $ | (96,002            | )     |      | $ | (22,884 | )    
|Add back: Domestic license amortization |                               |   |                    |       |      |   | 7,085   |      
|                                        |                               |   |                    |       |      |   |         |      
|Adjusted net loss                       |                               | $ | (96,002            | )     |      | $ | (15,799 | )    
|                                        |                               |   |                    |       |      |   |         |      
|Basic and diluted loss per share:       |                               |   |                    |       |      |   |         |      
|                                        | Net loss                      |   | $                  | (1.22 | )    |   | $       | (0.29 | )
|                                        | Domestic license amortization |   |                    |       |      |   |         | 0.09  |  
|                                        |                               |   |                    |       |      |   |         |      
|                                        | Adjusted net loss             |   | $                  | (1.22 | )    |   | $       | (0.20 | )
|                                        |                               |   |                    |       |      |   |         |      

6. Debt:

Long-Term Debt:

|                                           |            |   |                |           |                   |   |           |           | 
|------------------------------------------ | ---------- | - | -------------- | --------- | ----------------- | - | --------- | --------- | 
|(Dollars in thousands)                     |            |   |                |           |                   |   |           |          
|                                           |            |   | March 31, 2002 |           | December 31, 2001
|                                           |            |   |                |           |                  
|Credit Facility:                           |            |   |                |           |                   |   |           |          
|                                           | Revolvers  |   | $              | 680,000   |                   |   | $         | 640,000   | 
|                                           | Term Loans |   |                | 1,100,000 |                   |   |           | 1,100,000 | 
|10-1/2% Senior Subordinated Notes Due 2006 |            |   | 200,000        |           |                   |   | 200,000   |          
|10-1/2% Senior Subordinated Notes Due 2007 |            |   | 200,000        |           |                   |   | 200,000   |          
|tele.ring Revolver                         |            |   | 72,092         |           |                   |   | 63,374    |          
|Icelandic Credit Facility                  |            |   | 22,169         |           |                   |   | 22,687    |          
|Bolivian Bridge Loan                       |            |   | 29,480         |           |                   |   | 21,145    |          
|Irish Bridge Loan                          |            |   | 11,476         |           |                   |   | 17,716    |          
|Other                                      |            |   | 16,584         |           |                   |   | 27,923    |          
|                                           |            |   |                |           |                   |   |           |          
|                                           |            |   | 2,331,801      |           |                   |   | 2,292,845 |          
|Less current portion                       |            |   | (73,387        | )         |                   |   | (55,471   | )        
|                                           |            |   |                |           |                   |   |           |          
|                                           |            | $ | 2,258,414      |           |                   | $ | 2,237,374 |          
|                                           |            |   |                |           |                   |   |           |          

The aggregate amounts of principal maturities as of March 31, 2002, are as
follows:

|                                     |            |   |           |           | 
|------------------------------------ | ---------- | - | --------- | --------- | 
|(Dollars in thousands)               |            |   |           |          
|                                    
|Nine months ending December 31, 2002 |            | $ | 46,265    |          
|Year ending December 31,             |            |   |           |          
|                                     | 2003       |   |           | 112,239   | 
|                                     | 2004       |   |           | 188,475   | 
|                                     | 2005       |   |           | 289,076   | 
|                                     | 2006       |   |           | 537,797   | 
|                                     | Thereafter |   |           | 1,157,949 | 
|                                     |            |   |           |          
|                                     |            | $ | 2,331,801 |          
|                                     |            |   |           |          

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WESTERN WIRELESS CORPORATION

Notes to Condensed Consolidated Financial Statements


(Unaudited)


Irish Bridge Loan:

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

Slovenian Credit Facility:

In April 2002, Western Wireless International d.o.o. (Vega), a
subsidiary of WWI, entered into a credit facility agreement (the Slovenian
Credit Facility) with a consortium of banks to provide funding for the
implementation and expansion of Vegas network in Slovenia. The aggregate
amount of the Slovenian Credit Facility is 116 million euro. Under the terms
of the Slovenian Credit Facility, all outstanding principal shall be repaid in
predetermined semi-annual installments beginning on May 30, 2004 and ending on
November 30, 2009. Interest is mainly accrued at EURIBOR plus an
applicable margin,
initially ranging from 1.25% to 3.25%, based on Vegas financial and technical
performance. Borrowings under the Slovenian Credit Facility are
limited by capital invoices and certain restrictive covenants. Restrictive covenants
include: minimum subscribers; population coverage; certain cash
flow requirements; and debt service coverage. WWI has jointly and
severally guaranteed the
facility under certain circumstances related to non-performance of
network construction milestones, insolvency or  abandonment of the project.
Further, WWI has made a commitment that is collateralized
by cash to contribute up to a maximum of 16 million euro in additional capital
to provide for cumulative operating cash flow shortfalls and cash
balance deficiencies, if any. Upon completion of all closing
conditions during the second quarter of 2002, Vega will have
approximately $85 million available to borrow.

7. Commitments and Contingencies:

Purchase
Commitments:

In order to ensure adequate supply and availability of certain wireless
system equipment requirements and service needs, the Company has committed to
purchase from various suppliers, wireless communications equipment and
services. Information regarding these commitments as of March 31, 2002, is as
follows:

|                       |  |               |         | 
|---------------------- |  | ------------- | ------- | 
|(Dollars in thousands) |  |               |         | 
|                      
|Aggregate commitments  |  | $             | 419,000 | 
|Ordered
and received   |  | $             | 295,000 | 
|Awaiting delivery      |  | $             | 7,000  
|Expiration dates       |  | July 2002     |        
|                       |  | to March 2004

International
Contingencies:

Ivory Coast:

An equity method investment of WWI, Cora de Comstar (40%) (Cora), has
operated under a provisional operating license since the company was formed in
1995. When the provisional license was issued to Cora, the government
established certain conditions by which the provisional license would become a
long-term license. Cora has satisfied these conditions, but the government has
not issued the long-term license, despite making multiple commitments to do so.
On July 6, 2001, the government announced its intention to require Cora and
the two other wireless operators in Côte dIvoire to each pay a license fee of
40 billion CFA, or approximately $53 million, in order to obtain their
long-term licenses. WWI believes that this requirement violates the terms of
the provisional license and is a breach of Coras contract with the government.
In December 2001 and January 2002, the other two wireless operators in Côte
dIvoire agreed to a payment plan with the government. In February 2002, Cora
agreed to an interim payment plan of approximately $0.1 million per month,
funded by Coras operating cash flows, until Cora is able to obtain additional
funding or renegotiates the license fee and terms. WWIs net investment in Cora at March 31, 2002 is $5 million.

Ghana:

Under the terms of the Ghana license, a subsidiary of WWI, Western
Telesystems Ghana Limited (Westel) was required to meet certain customer
levels and build-out requirements by February 2002. Due to the inability of
the regulator to provide spectrum and enforce interconnection with the
incumbent telephone company, all development has been stifled. Westel
was unable to meet the required customer levels. The National Communication
Authority of Ghana (NCA) has assessed a penalty claim of $71 million for not
meeting

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WESTERN WIRELESS CORPORATION

Notes to Condensed Consolidated Financial Statements


(Unaudited)


these build-out requirements. Westel is currently in discussions with the
NCA and other government officials to settle these matters and does not believe the enforcement of these
penalties is probable. WWIs net investment in Westel at March 31, 2002 is
approximately $5.8 million.

8. Income (Loss) per Common Share:

Statement of Financial Accounting Standards No. 128, Earnings Per Share,
requires two presentations of income per share  basic and diluted. Basic
income per share is calculated using the weighted average number of shares
outstanding during the period. Diluted income per share is computed on the
basis of the weighted average number of common shares outstanding plus the
dilutive effect of outstanding stock options using the treasury stock method.

Income (loss) per share is calculated using the weighted average number of
shares of outstanding stock during the period. For those periods presented
with net losses, any stock options outstanding are 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, were
2,279,600 and 2,177,300 for the three months ended March 31, 2002 and 2001,
respectively, because they were antidilutive.

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WESTERN WIRELESS CORPORATION

Notes to Condensed Consolidated Financial Statements


(Unaudited)


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

|                                              |                                                       |                  |       |                              |            |      |       |         |            |  
|--------------------------------------------- | ----------------------------------------------------- | ---------------- | ----- | ---------------------------- | ---------- | ---- | ----- | ------- | ---------- | -
|(Dollars in thousands, except per share data) |                                                       |                  |       |                              |            |      |       |        
|                                              |                                                       |                  |       | Three months ended March 31,
|                                              |                                                       |                  |       |                             
|                                              |                                                       |                  |       | 2002                         |            | 2001
|                                              |                                                       |                  |       |                              |            |     
|Numerator:                                    |                                                       |                  |       |                              |            |      |       |        
|                                              | Loss before cumulative change in accounting principle |                  | $     | (96,002                      | )          |      | $     | (17,304 | )         
|                                              | Cumulative change in accounting principle             |                  |       |                              |            |      |       | (5,580  | )         
|                                              |                                                       |                  |       |                              |            |      |       |        
|                                              |                                                       | Net loss         |       | $                            | (96,002    | )    |       | $       | (22,884    | )
|                                              |                                                       |                  |       |                              |            |      |       |        
|Denominator:                                  |                                                       |                  |       |                              |            |      |       |        
|                                              | Weighted-average shares:                              |                  |       |                              |            |      |       |         |           
|                                              |                                                       | Basic            |       |                              | 78,910,000 |      |       |         | 78,338,000 |  
|                                              | Effect of dilutive securities:                        |                  |       |                              |            |      |       |         |           
|                                              |                                                       | Dilutive options |       |                              |            |      |       |         |            |  
|                                              |                                                       |                  |       |                              |            |      |       |        
|                                              | Weighted-average shares:                              |                  |       |                              |            |      |       |         |           
|                                              |                                                       | Diluted          |       |                              | 78,910,000 |      |       |         | 78,338,000 |  
|                                              |                                                       |                  |       |                              |            |      |       |        
|Basic and diluted loss per share:             |                                                       |                  |       |                              |            |      |       |        
|                                              | Before cumulative change in accounting principle      |                  | $     | (1.22                        | )          |      | $     | (0.22   | )         
|                                              | Cumulative change in accounting principle             |                  |       |                              |            |      |       | (0.07   | )         
|                                              |                                                       |                  |       |                              |            |      |       |        
|Basic and diluted loss per share              |                                                       | $                | (1.22 | )                            |            | $    | (0.29 | )      
|                                              |                                                       |                  |       |                              |            |      |       |        

9. tele.ring Acquisition:

In April 2002,
tele.ring, a subsidiary of WWI, exercised its option to acquire 100% of the stock
of Mannesmann 3G Mobilfunk GmbH (an indirect wholly-owned subsidiary of
Vodafone), holder of an Austrian UMTS license. The purchase price was nominal
and the acquisition is subject to regulatory approval.

10. Segment Information:

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

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WESTERN WIRELESS CORPORATION

Notes to Condensed Consolidated Financial Statements


(Unaudited)


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

|                                  |                                           |  |            |           |               |  |              |         |   |  |   |           |  
|--------------------------------- | ----------------------------------------- |  | ---------- | --------- | ------------- |  | ------------ | ------- | - |  | - | --------- | -
|(Dollars in thousands)            |                                           |  |            |           |               |  |              |         |   |  |   |          
|                                  |                                           |  | Domestic   |           | International |  |              |         |  
|                                  |                                           |  | Operations |           | Operations    |  | Consolidated
|                                  |                                           |  |            |           |               |  |             
|Three months ended March 31, 2002 |                                           |  |            |           |               |  |              |         |   |  |   |          
|                                  | Total revenues                            |  | $          | 211,277   |               |  | $            | 79,387  |   |  | $ | 290,664   |  
|                                  | Depreciation and amortization
expense     |  |            | 49,562    |               |  |              | 11,953  |   |  |   | 61,515    |  
|                                  | Operating income (loss)                   |  |            | 35,325    |               |  |              | (22,760 | ) |  |   | 12,565    |  
|                                  | Interest and financing expense, net       |  |            | 29,004    |               |  |              | 10,355  |   |  |   | 39,359    |  
|                                  | Net loss                                  |  |            | (66,777   | )             |  |              | (29,225 | ) |  |   | (96,002   | )
|                                  | Total assets                              |  |            | 1,838,105 |               |  |              | 498,330 |   |  |   | 2,336,435 |  
|                                  | Total capital expenditures                |  |            | 35,275    |               |  |              | 43,416  |   |  |   | 78,691    |  
|Three months ended March 31, 2001 |                                           |  |            |           |               |  |              |         |   |  |   |          
|                                  | Total revenues                            |  | $          | 223,657   |               |  | $            | 12,817  |   |  | $ | 236,474   |  
|                                  | Depreciation and amortization
expense     |  |            | 37,485    |               |  |              | 5,134   |   |  |   | 42,619    |  
|                                  | Operating income (loss)                   |  |            | 52,154    |               |  |              | (29,210 | ) |  |   | 22,944    |  
|                                  | Interest and financing expense, net       |  |            | 37,924    |               |  |              | 4,188   |   |  |   | 42,112    |  
|                                  | Cumulative change in accounting
principle |  |            | (6,600    | )             |  |              | 1,020   |   |  |   | (5,580    | )
|                                  | Net income (loss)                         |  |            | 6,359     |               |  |              | (29,243 | ) |  |   | (22,884   | )
|                                  | Total assets                              |  |            | 1,766,288 |               |  |              | 323,591 |   |  |   | 2,089,879 |  
|                                  | Total capital expenditures                |  |            | 25,102    |               |  |              | 39,943  |   |  |   | 65,045    |  

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Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Cautionary statement for purposes of the Safe Harbor provisions of the
Private Litigation Reform Act of 1995.Statements contained herein that are
not based on historical fact, including without limitation statements
containing the words believes, may, will, estimate, continue,
anticipates, intends, expects and words of similar import, constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known
and unknown risks, uncertainties and other factors that may cause the actual
results, events or developments to be materially different from any future
results, events or developments expressed or implied by such forward-looking
statements. Such factors include, among others, the following: general
economic and business conditions, both nationally and in the regions in which
Western Wireless operates; technology changes; competition; changes in business
strategy or development plans; the high leverage of Western Wireless; the
ability to attract and retain qualified personnel; existing governmental
regulations and changes in, or the failure to comply with, governmental
regulations; liability and other claims asserted against Western Wireless; and
other factors referenced in Western Wireless public offering prospectuses and
its periodic reports filed with the Securities and Exchange Commission.Given
these uncertainties, readers are cautioned not to place undue reliance on such
forward-looking statements.Western Wireless disclaims any obligation to
update any such factors or to publicly announce the result of any revisions to
any of the forward-looking statements contained herein to reflect future
results, events or developments.

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

The following discussion and analysis is based upon our condensed
consolidated financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States. The discussion
and analysis should be read in conjunction with our consolidated financial
statements and notes thereto and other financial information included herein
and in our Form 10-K for the year ended December 31, 2001. The preparation of
our financial statements requires management to make estimates and judgments
that affect the reported amount of assets, liabilities, revenues and expenses,
and related disclosure of contingent assets and liabilities during the periods
reported. Estimates are used when accounting for certain items such as
subscriber and roamer revenues, interconnect costs, incollect expense,
allowance for doubtful accounts, long-lived assets, investments in
unconsolidated affiliates, income taxes and contingencies. We base our
estimates on historical experience, where applicable, and other assumptions
that we believe are reasonable under the circumstances. Actual results may
differ from our estimates due to changing conditions or the validity of our
assumptions.

Overview

We provide cellular communications services in 19 western states under the
Cellular One brand name principally through the ownership and operation of
cellular wireless systems. In April 2002, the Company launched service in Amarillo, Texas under the Western Wireless brand name. The operations are primarily in rural areas due
to our belief that there are certain strategic advantages to operating in these
areas. We own FCC licenses to provide such services in 18 Metropolitan Service
Areas (MSA) and 88 Rural Service Areas (RSA). Additionally, we own 10 MHZ
personal communication services (PCS) licenses for three Basic Trading Areas
(BTA).

During the first quarter, we continued to deploy CDMA services throughout
our territory and now cover over 40% of our population with CDMA.

At March 31, 2002, we owned approximately 98% of Western Wireless
International Holding Corporation (WWI), the balance was owned by Bradley
Horwitz, Executive Vice President of the Company and President of WWI. WWI,
through consolidated subsidiaries and operating joint ventures, is a provider
of wireless communications services in ten countries.

WWI owns wireless licenses in ten foreign countries with a controlling
interest in seven of these countries. Slovenia, Austria, Ireland, Bolivia,
Iceland, Haiti and Ghana are consolidated into our financial results. Cote
DIvoire, Croatia and Georgia are accounted for using the equity method.

U.S. headquarter functions and majority owned European, South American
and Caribbean consolidated subsidiaries are recorded as of the date of the
financial statements. During the first quarter of 2002, we brought the results
of Bolivia and Haiti current with the date of the financial statements.
Entities accounted for using the equity method and our consolidated African subsidiary continue to be presented on a
one quarter lag. For the first quarter of 2001, consolidated subsidiaries in
Iceland, Ghana, Bolivia and Haiti, along with entities accounted for using the
equity method, were recorded on a one quarter lag. The inclusion of an
additional quarter of operations for Bolivia and Haiti in the first quarter of
2002 had an insignificant impact on our operating results.

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Results of Domestic Operations for the Three Months Ended March 31, 2002
and 2001

We had 1,159,500 domestic subscribers at March 31, 2002. This represents
a decrease of 17,000 or negative 1.44% from December 31, 2001. We had
1,086,500 domestic subscribers at March 31, 2001, representing an increase of
37,000 or 3.5% from December 31, 2000.

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

|                       |                                    |                          |   |                    |         |      |   |         |         | 
|---------------------- | ---------------------------------- | ------------------------ | - | ------------------ | ------- | ---- | - | ------- | ------- | 
|(Dollars in thousands) |                                    |                          |   |                    |         |      |   |        
|                       |                                    |                          |   | Three months ended
|                       |                                    |                          |   | March 31,         
|                       |                                    |                          |   |                   
|                       |                                    |                          |   | 2002               |         | 2001
|                       |                                    |                          |   |                    |         |     
|Revenues:              |                                    |                          |   |                    |         |      |   |        
|                       | Subscriber revenues                |                          | $ | 145,678            |         |      | $ | 151,932 |        
|                       | Roamer revenues                    |                          |   | 53,010             |         |      |   | 61,612  |        
|                       | Equipment sales and other revenues |                          |   | 12,589             |         |      |   | 10,113  |        
|                       |                                    |                          |   |                    |         |      |   |        
|                       |                                    | Total revenues           |   | $                  | 211,277 |      |   | $       | 223,657 | 
|                      
|Operating expenses:    |                                    |                          |   |                    |         |      |   |        
|                       | Cost of service                    |                          | $ | 44,334             |         |      | $ | 47,630  |        
|                       | Cost of equipment sales            |                          |   | 18,430             |         |      |   | 12,321  |        
|                       | General and administrative         |                          |   | 37,888             |         |      |   | 41,140  |        
|                       | Sales and marketing                |                          |   | 25,738             |         |      |   | 31,604  |        
|                       | Depreciation and amortization      |                          |   | 49,562             |         |      |   | 37,485  |        
|                       | Stock based compensation           |                          |   |                    |         |      |   | 1,323   |        
|                       |                                    |                          |   |                    |         |      |   |        
|                       |                                    | Total operating expenses |   | $                  | 175,952 |      |   | $       | 171,503 | 
|                      
|                       | EBITDA                             |                          | $ | 84,887             |         |      | $ | 90,962  |        

Domestic Revenues

The decrease in subscriber revenues for the three month period ended March
31, 2002, compared to the same period one year ago is due partly to the
decrease in average subscribers as discussed above. In addition, average
revenue per unit (ARPU) was $41.57 for the three months ended March 31, 2002,
a $5.85, or 12.3%, decline from $47.42 for the three months ended March 31,
2001. The decline in ARPU is the result of several factors including: (i)
larger home calling areas; (ii) more rate plans that included long distance at
no additional charge; and (iii) an increase in the number of partner plans at a
lower access rate that share minutes with an existing plan. 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
ARPU to increase in the second and third quarters of the current year compared to the first
quarter of 2002.

The decrease in roamer revenue for the three months ended March 31, 2002,
compared to the same period a year ago is due mainly to a decrease in the
roamer rate with AT&T Wireless Services, Inc. (AT&T Wireless) partially
offset by growth in roamer minutes. In March 2002, we extended our existing
roaming agreement with AT&T Wireless, our largest roaming partner. The
contract extension becomes effective June 16, 2002 and remains in effect until
June 15, 2006. In the first year, the extended agreement provides for lower
per minute rates compared to current contractual rates charged to AT&T Wireless
for AT&T Wireless customers roaming on our network. The extended agreement
also provides for slight rate decreases charged to AT&T Wireless in both the
second and third year of the agreement. Additionally, in April 2002, we signed
new three year roaming agreements with Cingular Wireless (Cingular) and Verizon Wireless
Corporation (Verizon). Management expects a
modest decline in roamer revenues on a year-over-year basis in 2002.

Equipment sales and other revenues for the three months ended March 31,
2002, which consist primarily of wireless handset and accessory sales to
customers, increased compared to the three months ended March 31, 2001, due
mainly to an increase in the average revenue per phone sold as a result of an
increase in the number of digital, dual-mode and tri-mode handsets sold. This
increase was partially offset by a decrease in the number of handsets sold. As
the cost of digital handsets continues to decline, we expect to pass these
savings on to our customers. However, we expect to continue to sell these
handsets at higher prices than we historically sold analog handsets.

Domestic Operating Expenses

The decrease in cost of service for the three month period ended March 31,
2002, compared to the same period one year ago is mainly attributable to
decreased off network roaming costs for our customers, as a result of the AT&T
Wireless roaming agreement signed in June 2001, partially offset by increased
costs associated with supporting an increase in the number of subscriber and
roamer minutes of

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use. Domestic cost of service per minute of use (MOU) decreased to
$0.04 per MOU for the three months ended March 31, 2002, compared to $0.05 for
the same period in 2001. The decrease in domestic cost of service per MOU is
due mainly to the decrease in off network roaming costs previously discussed.
In addition, we continue to see the fixed cost components increasing at a
slower rate than variable costs on a per minute basis. We expect domestic cost
of service to be flat or increase slightly on a year-over-year basis due to
savings in off network roaming costs as a result of our new roaming agreements
with AT&T Wireless, Verizon and Cingular. Further, we expect domestic cost of
service per MOU to continue to gradually decline as greater economies of scale
continue to be realized.

General and administrative costs decreased for the three month period
ended March 31, 2002, compared to the same period one year ago primarily as the
result of lower bad debt expense and lower billing costs. Our domestic general
and administrative monthly cost per average subscriber for the three months
ended March 31, 2002, decreased to $10.81 from $12.84 for the quarter ended
March 31, 2001. Management anticipates cost efficiencies to continue on a per
domestic subscriber basis in future periods.

The decrease in sales and marketing costs, including the loss on equipment
sales, for the three month period ended March 31, 2002, compared to the same
period one year ago is primarily due to a decrease in domestic gross subscriber
additions partially offset by higher average cost per gross subscriber
addition. The increase in the average cost per gross subscriber addition
results mainly from fixed sales and marketing costs being spread over fewer
gross subscriber adds. We expect an improvement in cost per gross addition in
future periods as we continue to evaluate and close under-performing stores and
kiosks along with ongoing reductions in digital handset costs in the market
place.

Cost of equipment sales increased for the three months ended March 31,
2002, compared to the same period in 2001 as a result of an increase in the
average per unit cost of handsets sold due to a greater proportion of digital
handsets in the mix of overall handsets sold. This increase was partially offset
by a decrease in the number of handsets sold. We expect that as the mix of
digital and analog handsets continues to migrate more toward digital, our per
unit cost of handsets will increase, partially offset by declining prices of
digital handsets in the market place. Although subscribers generally are
responsible for purchasing or otherwise obtaining their own handsets, we have
historically sold handsets below cost to respond to competition and general
industry practice and expect to continue to do so in the future.

The increase in depreciation and amortization expense for the three months
ended March 31, 2002, compared to the same period in 2001, is mainly
attributable to the growth of domestic wireless communication system assets
partially offset by a decrease in amortization expense associated with the
discontinuance of license amortization with the adoption on January 1, 2002, of
Statement of Financial Accounting Standards (SFAS) No. 142 Goodwill and
Other Intangible Assets (SFAS No. 142). As we continue to add wireless
infrastructure to service our growing domestic subscriber base, management
anticipates depreciation and amortization expenses will increase in future
periods.

Domestic EBITDA

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

Domestic EBITDA decreased for the three months ended March 31, 2002,
compared to the three months ended March 31, 2001, due to a decrease in
subscriber and roaming revenues as well as an increase in the loss on equipment
sales, partially offset by decreases for cost of service, sales and marketing,
and general and administrative expenses. Operating margin (domestic EBITDA as
a percentage of service revenues) remained flat at 42.3% for the three months
ended March 31, 2002, compared to 42.2% for the same period one year ago.
Management expects domestic EBITDA to increase at a moderate pace in 2002.

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Results of International Operations for the Three Months Ended March 31,
2002 and 2001

Our international consolidated operations offer postpaid and prepaid
mobile services in Slovenia, Austria, Ireland, Iceland, Bolivia and Haiti and
fixed line service primarily in Austria. We had 581,800 consolidated
international customers at March 31, 2002. This represents an increase of
33,900, or 6.2%, compared to December 31, 2001. We had 116,800 consolidated
international customers at March 31, 2001. This represents an increase of
33,900 compared to December 31, 2000. As of March 31, 2002 and 2001,
approximately 66% of our consolidated international customers are prepaid
customers. As of March 31, 2002, we had 183,600 fixed lines. This represents
an increase of 8,400, or 4.8%, compared to December 31, 2001.

|                       |                                    |                          |   |                    |         |      |   |         |        | 
|---------------------- | ---------------------------------- | ------------------------ | - | ------------------ | ------- | ---- | - | ------- | ------ | 
|(Dollars in thousands) |                                    |                          |   |                    |         |      |   |        
|                       |                                    |                          |   | Three months ended
|                       |                                    |                          |   | March 31,         
|                       |                                    |                          |   |                   
|                       |                                    |                          |   | 2002               |         | 2001
|                       |                                    |                          |   |                    |         |     
|Revenues:              |                                    |                          |   |                    |         |      |   |        
|                       | Subscriber revenues                |                          | $ | 52,893             |         |      | $ | 9,178   |       
|                       | Roamer revenues                    |                          |   | 7,971              |         |      |   | 585     |       
|                       | Fixed line revenues                |                          |   | 13,616             |         |      |   | 79      |       
|                       | Equipment sales and other revenues |                          |   | 4,907              |         |      |   | 2,975   |       
|                       |                                    |                          |   |                    |         |      |   |        
|                       |                                    | Total revenues           |   | $                  | 79,387  |      |   | $       | 12,817 | 
|                      
|Operating expenses:    |                                    |                          |   |                    |         |      |   |        
|                       | Cost of service                    |                          | $ | 45,531             |         |      | $ | 7,337   |       
|                       | Cost of equipment sales            |                          |   | 8,338              |         |      |   | 4,092   |       
|                       | General and administrative         |                          |   | 22,351             |         |      |   | 10,053  |       
|                       | Sales and marketing                |                          |   | 13,974             |         |      |   | 10,738  |       
|                       | Depreciation and amortization      |                          |   | 11,953             |         |      |   | 5,134   |       
|                       | Stock based compensation           |                          |   |                    |         |      |   | 4,673   |       
|                       |                                    |                          |   |                    |         |      |   |        
|                       |                                    | Total operating expenses |   | $                  | 102,147 |      |   | $       | 42,027 | 
|                       |                                    |                          |   |                   
|                       | EBITDA                             |                          | $ | (10,807            | )       |      | $ | (19,403 | )     

International Revenues

The increase in subscriber revenues for the three months ended March 31,
2002, compared to the same period in 2001 is primarily due to the inclusion of
subscriber revenue generated by tele.ring, which was acquired by us at the end
of June 2001. Additionally, we eliminated the one quarter lag and brought the
results of Bolivia and Haiti current in the first quarter of 2002 to be
consistent with our European consolidated joint ventures, resulting in the
inclusion of two quarters of operations for these entities in the period ended
March 31, 2002. Further, we launched service in Ireland in February 2001.

The increase in roamer revenues for the three months ended March 31, 2002,
compared to the same period in 2001 is primarily due to the inclusion of roamer
revenue generated by tele.ring, which was acquired by us at the end of June
2001, and the launch of service in Ireland in February 2001.

Fixed-line revenues increased for the three months ended March 31, 2002 as
compared to the same period in 2001, primarily as a result of inclusion of
fixed-line revenue generated by tele.ring, which was acquired by us at the end
of June 2001.

Equipment sales and other revenues, which consist mostly of wireless
handset and accessory sales to customers, increased for the three months ended
March 31, 2002, compared to the same period in 2001 primarily due to the
inclusion of two quarters of operations for Bolivia and Haiti due to our
elimination of the one quarter lag for these entities. Additionally, first
quarter of 2001 includes equipment sales and other revenue for tele.ring, which
was acquired at the end of June 2001. We anticipate continued growth in
international equipment sales as a result of increases in mobile customer
additions.

International Operating Expenses

Operating expenses represent the expenses incurred by our consolidated
international markets and headquarters administration in the United States.
Seven of our international consolidated markets were operational during the
entire three months ended March 31, 2002, while only four were operational
during the same period in 2001. Our international operations in Ireland and
Slovenia became operational in February 2001 and December 2001, respectively,
and we acquired tele.ring at the end of June 2001. Additionally, we eliminated
the one quarter lag and brought the results of Bolivia and Haiti current in the
first quarter of 2002 to be consistent with our European consolidated joint
ventures, resulting in the inclusion of two quarters of operations for these
entities in the period ended March 31, 2002. Accordingly,

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operating expenses increased for the three months ended March 31, 2002,
over the same period in 2001. As our number of consolidated international
markets that were operational increased, the period over period trend is not
necessarily indicative of future trends. As we continue to add subscribers and
expand our wireless footprint in our consolidated international markets, these
international operating expenses are expected to continue to increase.

The decrease in stock-based compensation results mainly from the
revaluation of stock appreciation rights (SARs) issued by WWI based on
current market conditions.

International EBITDA

EBITDA represents operating income before depreciation, amortization and
stock based compensation for our operations. Since all companies do not
calculate EBITDA in the same manner, our presentation may not be comparable to
other similarly titled measures of other companies.

International EBITDA for our consolidated subsidiaries improved for the
three months ended March 31, 2002, compared to the same period in 2001, due to
operating efficiencies. Management expects international EBITDA losses
to improve throughout 2002 as a result of continued growth and related
economies of scale in existing markets.

Consolidated Other Income (Expense)

Consolidated interest and financing expense decreased slightly to $39.4
million for the three months ended March 31, 2002, from $42.1 million for the
same period in 2001. The decrease is primarily due a reduction of our weighted
average interest rate partially offset by an increase in our average long-term
debt. For the three months ended March 31, 2002 and 2001, the domestic
weighted average interest rate paid to third parties was 6.8% and 8.8%,
respectively. For the three months ended March 31, 2002 and 2001, the
consolidated international weighted average interest rates paid to third
parties was 6.4% and 8.1%, respectively.

Provision for Income Taxes

In connection with the adoption of SFAS No. 142, we have incurred a
non-cash charge of approximately $78.9 million in the first quarter of 2002 as
a provision for income taxes mainly to increase the valuation allowance related
to our net operating loss carryforwards. This non-cash charge includes $71.4
million in one-time charges required, because we have significant deferred tax
liabilities related to our domestic licensing costs. Historically, we did not need a
valuation allowance for the portion of our net operating loss carryforward
equal to the amount of license amortization expected to occur during the net
operating loss carryforward period. Since we ceased amortizing domestic licensing costs 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 licensing costs which will
reverse during the net operating loss carryforward period, we have increased
the valuation allowance accordingly. Further, since January 1, 2002, we
continue to amortize our domestic licensing costs for federal income tax purposes. As
previously discussed, licensing costs are no longer amortized for book purposes.
The income tax effect of the ongoing difference between book and tax amortization resulted in an
additional non-cash charge as a provision for income tax of approximately $7.5
million during the first quarter of 2002. The additional non-cash charge to
the income tax provision results from growth in our deferred tax liability that
cannot be estimated to reverse during our net operating loss carryforward
period. We expect to have a similar non-cash charge to the provision for income taxes in future quarters.

This adjustment reflects tax accounting requirements and is not based on
any changes to our business model, future prospects, the value of our licenses
or any current or future cash tax payments. The increase in the valuation
allowance does not reflect any change in our assessment of the likelihood of
utilizing the tax NOL carryforwards to reduce payments of income tax in the future. We will
continue to evaluate the need for this valuation allowance for accounting
purposes to determine if we can reverse all or part of the allowance in the
future.

Consolidated Liquidity and Capital Resources

We have a $2.1 billion credit facility with a consortium of lenders (the
Credit Facility). The Credit Facility provides for $1.0 billion in revolving
loans and $1.1 billion in term loans. As of March 31, 2002, $1.8 billion was
outstanding under the Credit Facility. Based on March 31, 2002 covenant
analysis, we had approximately $200 million available to borrow under the
Credit Facility.

Subsequent to the end of the first quarter, we have repurchased
approximately $20 million of our 10 1/2% Senior Subordinated Notes due in 2006
and 2007 in open market transactions. Additional repurchases may be considered
in future periods if they are available at terms that are acceptable to the
Company.

In June 2001, under the terms of the transaction to acquire tele.ring from
a subsidiary of Vodafone Group Plc (Vodafone), an affiliate of Vodafone
agreed to make available to tele.ring financing of 250 million euro for
purposes of funding anticipated working capital and

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capital financing cash needs. At March 31, 2002, tele.ring had drawn
approximately $70 million. At April 1, 2002, under the facility, there was 170
million euro available but undrawn which is expected to sustain tele.ring until
it becomes free cash flow positive.

NuevaTel, S.A. (NuevaTel), a subsidiary of WWI, has a bridge loan
facility (the Bridge Loan). The aggregate amount available under the Bridge
Loan is $37.5 million. The amount available to draw is contingent upon the
issuance of purchase orders to an equipment provider. At March 31, 2002,
NuevaTel had drawn approximately $30 million against this bridge loan facility.
During April 2002, NuevaTel borrowed an additional $5 million under the Bridge
Loan. Based on purchase order commitments, there are currently no additional
borrowings available under the facility. The loan matures in its entirety in
October 2002. We believe we can extend, or refinance the Bolivian bridge loan
facility prior to its maturity through a U.S. government owned development
agency, but neither can be assured.

A subsidiary of WWI, TAL h.f. (TAL), has a credit facility with three
foreign banks denominated in a basket of five currencies. At
March 31, 2002,
TAL had approximately $22 million outstanding under this facility. This
facility is fully drawn. We will repay approximately $2 million of principal
during the remainder of 2002 and expect to do so using positive cash flow from
TAL.

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

In April 2002, Western Wireless International d.o.o. (Vega), a
subsidiary of WWI, entered into a credit facility agreement (the Slovenian
Credit Facility) with a consortium of banks to provide funding for the
implementation and expansion of Vegas network in Slovenia. The aggregate
amount of the Slovenian Credit Facility is 116 million euro. Under the terms
of the Slovenian Credit Facility, all outstanding principal shall be repaid in
predetermined semi-annual installments beginning on May 30, 2004 and ending on
November 30, 2009. Interest is mainly accrued at EURIBOR plus an
applicable margin,
initially ranging from 1.25% to 3.25%, based on Vegas financial and technical
performance. Borrowings under the Slovenian Credit Facility are
limited by capital
invoices and certain restrictive covenants. Restrictive covenants
include: minimum subscribers; population coverage; certain cash
flow requirements; and debt service coverage. WWI has jointly and
severally guaranteed the
facility under certain circumstances related to non-performance of
network construction milestones, insolvency or  abandonment of the project.
Further, WWI has made a commitment that is collateralized
by cash to contribute up to a maximum 16 million euro in additional capital
to provide for cumulative operating cash flow shortfalls and cash
balance deficiencies, if any. Upon completion of all closing
conditions during the second quarter of 2002, Vega will have
approximately $85 million available to borrow.

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

|                      |  |        |      |      |  |      |       |      |  |      |       |       |  |       |       |  |  |   |       |        |  |   |         |  |  |   |         | 
|--------------------- |  | ------ | ---- | ---- |  | ---- | ----- | ---- |  | ---- | ----- | ----- |  | ----- | ----- |  |  | - | ----- | ------ |  | - | ------- |  |  | - | ------- | 
|(Dollars in millions) |  |        |      |      |  |      |       |      |  |      |       |       |  |       |       |  |  |   |       |        |  |   |         | 
|                      |  | 9 mos. |      |      |  |      |       |      |  |      |       |       |  |       |       |  |  |   |       |        |  |   |         |  |  |  
|                      |  | ending |      |      |  |      |       |      |  |      |       |       |  |       |       |  |  |   |       | There- |  |   |         | 
|                      |  | 2002   |      | 2003 |  | 2004 |       | 2005 |  | 2006 |       | after |  | Total
|                      |  |        |      |      |  |      |       |      |  |      |       |       |  |      
|Domestic              |  | $      | 0.1  |      |  | $    | 106.1 |      |  | $    | 156.1 |       |  | $     | 256.1 |  |  | $ | 511.0 |        |  | $ | 1,156.0 |  |  | $ | 2,185.4 | 
|International         |  |        | 46.2 |      |  |      | 6.1   |      |  |      | 32.4  |       |  |       | 33.0  |  |  |   | 26.8  |        |  |   | 1.9     |  |  |   | 146.4   | 
|                      |  |        |      |      |  |      |       |      |  |      |       |       |  |       |       |  |  |   |       |        |  |   |         |  |  |   |         | 
|Total                 |  | $      | 46.3 |      |  | $    | 112.2 |      |  | $    | 188.5 |       |  | $     | 289.1 |  |  | $ | 537.8 |        |  | $ | 1,157.9 |  |  | $ | 2,331.8 | 
|                      |  |        |      |      |  |      |       |      |  |      |       |       |  |       |       |  |  |   |       |        |  |   |         |  |  |   |         | 

For the remainder of 2002, we anticipate spending between $90 million and
$140 million for continued improvement of our domestic network and back office
infrastructure.

During the remainder of 2002, WWIs business
plans include funding
for capital expenditures and operating losses. WWI plans to fund these needs
through local foreign borrowings, the tele.ring financing, the Slovenian Credit
Facility and contribution and advances from Western Wireless and minority
partners in our consolidated subsidiaries. For the remainder of 2002, WWI
anticipates incurring approximately: (i) $90 million for expansion of its
wireless networks; (ii) $75 million to reduce construction related payables
and; (iii) $65 million in working capital. It is anticipated that the net
contributions and advances by Western Wireless for the remainder of 2002 will
be approximately $53 million, excluding $15 million for the Slovenian Credit
Facility collateralization, discussed above.

Net cash provided by operating activities was $46.9 million for the three
months ended March 31, 2002. Adjustments to the $96.0 million net loss to
reconcile to net cash used in operating activities included: (i) $62.8 million
of depreciation and amortization; (ii) $78.9 million in deferred income taxes;
(iii) $3.2 million minority interest in losses of consolidated subsidiaries;
and (iv) a $5.9 million adjustment of interest rate hedges to fair market
value. Net cash used in operating activities was $7.8 million for the three
months ended March 31, 2001.

Net cash used in investing activities was $80.1 million for the three
months ended March 31, 2002. Investing activities for the period consisted
primarily of $78.7 million in purchases of property and equipment of which
$43.4 million was related to WWI. Net cash used in investing activities was
$59.6 million for the three months ended March 31, 2001.

Net cash provided by financing activities was $39.6 million for the three
months ended March 31, 2002. Financing activities for such period consisted
primarily of: (i) additions to long-term debt of $58.1 million for the
continued expansion of our cellular infrastructure and to

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fund international joint ventures through WWI; and (ii) repayments of
long-term debt amounting to $19.3 million. Net cash provided by financing
activities was $85.3 million for the three months ended March 31, 2001.

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our earnings are affected by changes in short-term interest rates as a
result of its borrowings under the Credit Facility. Credit Facility interest
payments are determined by the outstanding indebtedness and the spot LIBOR rate
at the beginning of the period in which interest is computed. LIBOR is
adjusted for an applicable margin based on the Companys financial ratios. We
also have fixed rate debt under the Senior Notes at 10.5%. As part of its risk
management program, we utilize interest rate caps, swaps and collars to hedge
variable rate interest risk on the Credit Facility. Additionally, we have
entered into foreign exchange contracts to hedge certain foreign currency
commitments. The following table provides information as of March 31, 2002,
about the Companys long-term debt and derivative financial instruments that
are sensitive to changes in interest rates and foreign currency fluctuations:

|                                                                                                                |                                                  |  |      |      |      |  |      |       |      |  |                        |       |       |  |       |       |       |  |   |       |  |  |        |       |  |  |   |         |      |  |   |         |  
|--------------------------------------------------------------------------------------------------------------- | ------------------------------------------------ |  | ---- | ---- | ---- |  | ---- | ----- | ---- |  | ---------------------- | ----- | ----- |  | ----- | ----- | ----- |  | - | ----- |  |  | ------ | ----- |  |  | - | ------- | ---- |  | - | ------- | -
|(Dollars in millions)                                                                                           |                                                  |  |      |      |      |  |      |       |      |  |                        |       |       |  |       |       |       |  |   |       |  |  |        |       |  |  |   |         |      |  |   |        
|                                                                                                                |                                                  |  |      |      |      |  |      |       |      |  | Expected maturity date |       |       |  |       |       |       |  |   |       |  |  |        |       |  |  |  
|                                                                                                                |                                                  |  |     
|                                                                                                                |                                                  |  |      |      |      |  |      |       |      |  |                        |       |       |  |       |       |       |  |   |       |  |  | There- |       |  |  |   |         | Fair
|                                                                                                                |                                                  |  | 2002 |      | 2003 |  | 2004 |       | 2005 |  | 2006                   |       | after |  | Total |       | Value
|                                                                                                                |                                                  |  |      |      |      |  |      |       |      |  |                        |       |       |  |       |       |      
|Liabilities:                                                                                                    |                                                  |  |      |      |      |  |      |       |      |  |                        |       |       |  |       |       |       |  |   |       |  |  |        |       |  |  |   |         |      |  |   |        
|Maturities of long-term debt:                                                                                   |                                                  |  |      |      |      |  |      |       |      |  |                        |       |       |  |       |       |       |  |   |       |  |  |        |       |  |  |   |         |      |  |   |        
|                                                                                                                | Variable Rate                                    |  | $    | 46.3 |      |  | $    | 112.2 |      |  | $                      | 188.5 |       |  | $     | 289.1 |       |  | $ | 337.8 |  |  | $      | 957.9 |  |  | $ | 1,931.8 |      |  | $ | 1,931.8 |  
|                                                                                                                | Fixed Rate                                       |  |      |      |      |  |      |       |      |  |                        |       |       |  |       |       |       |  | $ | 200.0 |  |  | $      | 200.0 |  |  | $ | 400.0   |      |  | $ | 328.0   |  
|Interest Rate Derivatives:                                                                                      |                                                  |  |      |      |      |  |      |       |      |  |                        |       |       |  |       |       |       |  |   |       |  |  |        |       |  |  |   |         |      |  |   |        
|Financial instruments
related to debt                                                                           |                                                  |  |      |      |      |  |      |       |      |  |                        |       |       |  |       |       |       |  |   |       |  |  |        |       |  |  |   |         |      |  |   |        
|Interest rate caps:                                                                                             |                                                  |  |      |      |      |  |      |       |      |  |                        |       |       |  |       |       |       |  |   |       |  |  |        |       |  |  |   |         |      |  |   |        
|                                                                                                                | Notional amounts
outstanding by year
of maturity |  | $    | 25.0 |      |  |      |       |      |  |                        |       |       |  |       |       |       |  |   |       |  |  |        |       |  |  | $ | 25.0    |      |  | $ | 0.0     |  
|                                                                                                               
|The interest rate caps
effectively lock $25
million of our Credit
Facility at 7.5%                             
|                                                                                                               
|Interest rate collars:                                                                                          |                                                  |  |      |      |      |  |      |       |      |  |                        |       |       |  |       |       |       |  |   |       |  |  |        |       |  |  |   |         |      |  |   |        
|                                                                                                                | Notional amounts
outstanding by year
of maturity |  |      |      |      |  | $    | 245.0 |      |  | $                      | 55.0  |       |  |       |       |       |  |   |       |  |  |        |       |  |  | $ | 300.0   |      |  | $ | (10.7   | )
|                                                                                                               
|The interest rate collars
effectively lock $300
million of our Credit
Facility borrowings
between 6.5% and 7.8%
|                                                                                                               
|Interest rate swaps:                                                                                            |                                                  |  |      |      |      |  |      |       |      |  |                        |       |       |  |       |       |       |  |   |       |  |  |        |       |  |  |   |         |      |  |   |        
|                                                                                                                | Notional amounts
outstanding by year
of maturity |  |      |      |      |  | $    | 70.0  |      |  | $                      | 300.0 |       |  | $     | 25.0  |       |  |   |       |  |  |        |       |  |  | $ | 395.0   |      |  | $ | (14.7   | )

The interest rate swaps effectively lock $395 million of our Credit Facility borrowings between 4.9% and 6.8%.

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




Item 2. Changes in Securities

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 |  | 

None.

|    |  |                                                                                                                                                                          |  | 
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | 
|(b) |  | Reports on Form 8-K                                                                                                                                                     
|   
|    |  | A Form 8-K was filed on January 9, 2002, reporting certain of the
Companys preliminary financial and operating results for the quarter
and year ended December 31, 2001

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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/ THERESA E. GILLESPIE                      |  | By: |  | /s/ SCOTT SOLEY                                                     
|    |  |                                               |  |     |  |                                                                     
|    |  | Theresa E. Gillespie
Executive Vice President |  |     |  | Scott Soley
Vice President and Controller
(Chief Accounting Officer)

Dated: May 14, 2002

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