##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Form 10-Q

(Mark One)



| | [X] |  | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| | --- |  | ---------------------------------------------------------------------------------------
|
| |     |  | For the quarterly period ended September 30, 2001                                      

Or



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

|                       |  |           | 
|---------------------- |  | --------- | 
|Commission File Number |  | 000-28160 | 

WESTERN WIRELESS CORPORATION

---

(Exact name of registrant as specified in its charter)


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

|                                                     |  |           
|---------------------------------------------------- |  | ----------
|3650
131st Avenue S.E., Ste 600
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 November 5, 2001
|                                  
|Class A Common Stock, no par value |  |                                           | 71,803,464 | 
|Class B Common Stock, no par value |  |                                           | 6,983,458  | 





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Western Wireless Corporation
Form 10-Q
For the Quarter Ended September 30, 2001


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 September 30, 2001

Table of Contents

|                               |  |                                                                                                                                                      |  |     
|------------------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|                               |  |                                                                                                                                                      |  | Page
|                               |  |                                                                                                                                                      |  |     
|PART I  FINANCIAL INFORMATION |  |                                                                                                                                                     
|                              
|                              
|                              
|                              
|Item 1.                        |  | Financial Statements                                                                                                                                 |  |     
|                              
|                              
|                              
|                              
|                               |  | Condensed Consolidated Balance Sheets as of September 30, 2001 and December 31, 2000                                                                 |  | 3   
|                              
|                              
|                              
|                              
|                               |  | Condensed Consolidated Statements of Operations and Comprehensive Loss
for the Three and Nine Months Ended September 30, 2001 and September 30, 2000 |  | 4   
|                              
|                              
|                              
|                              
|                               |  | Condensed Consolidated Statements of Cash Flows
for the Nine Months Ended September 30, 2001 and September 30, 2000                                  |  | 5   
|                              
|                              
|                              
|                              
|                               |  | Notes to Condensed Consolidated Financial Statements                                                                                                 |  | 6   
|                              
|                              
|                              
|                              
|Item 2.                        |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                                |  | 15  
|                              
|                              
|                              
|                              
|Item 3.                        |  | Quantitative and Qualitative Disclosures About Market Risk                                                                                           |  | 22  
|                              
|PART II  OTHER INFORMATION    |  |                                                                                                                                                     
|                              
|Item 1.                        |  | Legal Proceedings                                                                                                                                    |  | 23  
|                              
|                              
|                              
|                              
|Item 2.                        |  | Changes in Securities                                                                                                                                |  | 23  
|                              
|                              
|                              
|                              
|Item 3.                        |  | Defaults Upon Senior Securities                                                                                                                      |  | 23  
|                              
|                              
|                              
|                              
|Item 4.                        |  | Submission of Matters to a Vote of Security Holders                                                                                                  |  | 23  
|                              
|                              
|                              
|                              
|Item 5.                        |  | Other Information                                                                                                                                    |  | 23  
|                              
|                              
|                              
|                              
|Item 6.                        |  | Exhibits and Reports on Form 8-K                                                                                                                     |  | 23  

2



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##### Table of Contents












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

|                                                                                                                    |                                                                                                                                                                                                                         |                              |           |               |          |              |           |          |          |  
|------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------- | --------- | ------------- | -------- | ------------ | --------- | -------- | -------- | -
|                                                                                                                    |                                                                                                                                                                                                                         |                              |           | September 30, |          | December 31,
|                                                                                                                    |                                                                                                                                                                                                                         |                              |           | 2001          |          | 2000        
|                                                                                                                    |                                                                                                                                                                                                                         |                              |           | (Unaudited)   |          |              |           |         
|                                                                                                                    |                                                                                                                                                                                                                         |                              |           |               |          |             
|ASSETS                                                                                                             
|Current assets:                                                                                                     |                                                                                                                                                                                                                         |                              |           |               |          |              |           |         
|                                                                                                                    | Cash and cash equivalents                                                                                                                                                                                               |                              | $         | 76,017        |          |              | $         | 23,278   |         
|                                                                                                                    | Accounts receivable, net of allowance for doubtful accounts
of $26,239 and $15,801, respectively                                                                                                                        |                              |           | 153,180       |          |              |           | 112,110  |         
|                                                                                                                    | Inventory                                                                                                                                                                                                               |                              |           | 21,772        |          |              |           | 17,249   |         
|                                                                                                                    | Marketable securities                                                                                                                                                                                                   |                              |           | 20,317        |          |              |           | 40,802   |         
|                                                                                                                    | Prepaid expenses and other current assets                                                                                                                                                                               |                              |           | 43,593        |          |              |           | 15,284   |         
|                                                                                                                    |                                                                                                                                                                                                                         |                              |           |               |          |              |           |         
|                                                                                                                    |                                                                                                                                                                                                                         | Total current assets         |           |               | 314,879  |              |           |          | 208,723  |  
|                                                                                                                    |                                                                                                                                                                                                                         |                              |           |               |          |              |           |          |          |  
|                                                                                                                   
|Property and equipment, net of accumulated depreciation
of $490,223 and $367,855, respectively                      |                                                                                                                                                                                                                         |                              | 731,182   |               |          |              | 581,745   |         
|Licensing costs and other intangible assets, net of accumulated
amortization of $144,364 and $115,695, respectively |                                                                                                                                                                                                                         |                              | 1,199,967 |               |          |              | 1,166,922 |         
|Investments in and advances to unconsolidated affiliates                                                            |                                                                                                                                                                                                                         |                              | 30,620    |               |          |              | 34,883    |         
|Other assets                                                                                                        |                                                                                                                                                                                                                         |                              | 10,396    |               |          |              | 4,196     |         
|                                                                                                                    |                                                                                                                                                                                                                         |                              |           |               |          |              |           |         
|                                                                                                                    |                                                                                                                                                                                                                         | $                            | 2,287,044 |               |          | $            | 1,996,469 |         
|                                                                                                                    |                                                                                                                                                                                                                         |                              |           |               |          |              |           |         
|LIABILITIES AND NET CAPITAL DEFICIENCY                                                                             
|Current liabilities:                                                                                                |                                                                                                                                                                                                                         |                              |           |               |          |              |           |         
|                                                                                                                    | Accounts payable                                                                                                                                                                                                        |                              | $         | 65,742        |          |              | $         | 19,554   |         
|                                                                                                                    | Accrued liabilities and other                                                                                                                                                                                           |                              |           | 232,970       |          |              |           | 111,853  |         
|                                                                                                                    | Construction accounts payable                                                                                                                                                                                           |                              |           | 68,314        |          |              |           | 30,710   |         
|                                                                                                                    | WWI bridge loan                                                                                                                                                                                                         |                              |           | 18,192        |          |              |           |          |         
|                                                                                                                    | Payable to VoiceStream Wireless                                                                                                                                                                                         |                              |           |               |          |              |           | 24,500   |         
|                                                                                                                    |                                                                                                                                                                                                                         |                              |           |               |          |              |           |         
|                                                                                                                    |                                                                                                                                                                                                                         | Total current liabilities    |           |               | 385,218  |              |           |          | 186,617  |  
|                                                                                                                    |                                                                                                                                                                                                                         |                              |           |               |          |              |           |         
|Long-term debt                                                                                                      |                                                                                                                                                                                                                         |                              | 2,120,373 |               |          |              | 1,926,393 |         
|                                                                                                                    |                                                                                                                                                                                                                         |                              |           |               |          |              |           |         
|Minority interest in consolidated subsidiaries                                                                      |                                                                                                                                                                                                                         |                              | 30,274    |               |          |              | 22,152    |         
|                                                                                                                    |                                                                                                                                                                                                                         |                              |           |               |          |              |           |         
|Commitments and contingencies (Note 8)                                                                              |                                                                                                                                                                                                                         |                              |           |               |          |              |           |         
|                                                                                                                    |                                                                                                                                                                                                                         |                              |           |               |          |              |           |         
|                                                                                                                   
|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, 71,747,922 and 71,054,977 shares issues and outstanding,
respectively; Class B, 7,014,750 and 7,060,059 shares issues
and outstanding, respectively |                              |           | 668,387       |          |              |           | 665,084  |         
|                                                                                                                    | Deferred compensation                                                                                                                                                                                                   |                              |           | (1,303        | )        |              |           | (5,703   | )       
|                                                                                                                    | Accumulated other comprehensive loss                                                                                                                                                                                    |                              |           | (24,037       | )        |              |           | (9,875   | )       
|                                                                                                                    | Deficit                                                                                                                                                                                                                 |                              |           | (891,868      | )        |              |           | (788,199 | )       
|                                                                                                                    |                                                                                                                                                                                                                         |                              |           |               |          |              |           |         
|                                                                                                                    |                                                                                                                                                                                                                         | Total net capital deficiency |           |               | (248,821 | )            |           |          | (138,693 | )
|                                                                                                                    |                                                                                                                                                                                                                         |                              |           |               |          |              |           |         
|                                                                                                                    |                                                                                                                                                                                                                         | $                            | 2,287,044 |               |          | $            | 1,996,469 |         
|                                                                                                                    |                                                                                                                                                                                                                         |                              |           |               |          |              |           |         

See accompanying notes to condensed consolidated financial statements

3



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##### Table of Contents






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

|                                                                                          |                                                                         |                                |                            |            |                    |         |                   |            |       |         |          |            |        |          |         |            |       |          |  
|----------------------------------------------------------------------------------------- | ----------------------------------------------------------------------- | ------------------------------ | -------------------------- | ---------- | ------------------ | ------- | ----------------- | ---------- | ----- | ------- | -------- | ---------- | ------ | -------- | ------- | ---------- | ----- | -------- | -
|                                                                                          |                                                                         |                                |                            |            | Three months ended |         | Nine months ended
|                                                                                          |                                                                         |                                |                            |            | September 30,      |         | September 30,    
|                                                                                          |                                                                         |                                |                            |            |                    |         |                  
|                                                                                          |                                                                         |                                |                            |            | 2001               |         | 2000              |            | 2001  |         | 2000    
|                                                                                          |                                                                         |                                |                            |            |                    |         |                   |            |       |         |         
|Revenues:                                                                                 |                                                                         |                                |                            |            |                    |         |                   |            |       |         |          |            |        |          |         |           
|                                                                                          | Subscriber revenues                                                     |                                | $                          | 200,135    |                    |         | $                 | 146,565    |       |         | $        | 531,775    |        |          | $       | 405,286    |      
|                                                                                          | Roamer revenues                                                         |                                |                            | 63,435     |                    |         |                   | 62,825     |       |         |          | 194,471    |        |          |         | 161,977    |      
|                                                                                          | Fixed-line revenues                                                     |                                |                            | 14,104     |                    |         |                   | 577        |       |         |          | 14,485     |        |          |         | 1,130      |      
|                                                                                          | Equipment sales and other revenues                                      |                                |                            | 20,163     |                    |         |                   | 10,680     |       |         |          | 46,142     |        |          |         | 29,443     |      
|                                                                                          |                                                                         |                                |                            |            |                    |         |                   |            |       |         |          |            |        |          |         |           
|                                                                                          |                                                                         |                                | Total revenues             |            |                    | 297,837 |                   |            |       | 220,647 |          |            |        | 786,873  |         |            |       | 597,836  |  
|                                                                                          |                                                                         |                                |                            |            |                    |         |                   |            |       |         |          |            |        |          |         |           
|Operating expenses:                                                                       |                                                                         |                                |                            |            |                    |         |                   |            |       |         |          |            |        |          |         |           
|                                                                                          | Cost of service                                                         |                                |                            | 93,221     |                    |         |                   | 49,745     |       |         |          | 207,750    |        |          |         | 128,894    |      
|                                                                                          | Cost of equipment sales                                                 |                                |                            | 32,925     |                    |         |                   | 11,631     |       |         |          | 70,056     |        |          |         | 31,858     |      
|                                                                                          | General and administrative                                              |                                |                            | 64,573     |                    |         |                   | 40,509     |       |         |          | 168,086    |        |          |         | 117,138    |      
|                                                                                          | Sales and marketing                                                     |                                |                            | 57,319     |                    |         |                   | 32,780     |       |         |          | 138,890    |        |          |         | 90,786     |      
|                                                                                          | Depreciation and amortization                                           |                                |                            | 57,420     |                    |         |                   | 30,956     |       |         |          | 152,724    |        |          |         | 90,875     |      
|                                                                                          | Stock based compensation                                                |                                |                            | 4,089      |                    |         |                   | 8,125      |       |         |          | 16,336     |        |          |         | 16,625     |      
|                                                                                          |                                                                         |                                |                            |            |                    |         |                   |            |       |         |          |            |        |          |         |           
|                                                                                          |                                                                         |                                | Total operating expenses   |            |                    | 309,547 |                   |            |       | 173,746 |          |            |        | 753,842  |         |            |       | 476,176  |  
|                                                                                          |                                                                         |                                |                            |            |                    |         |                   |            |       |         |          |            |        |          |         |           
|Operating income (loss)                                                                   |                                                                         |                                | (11,710                    | )          |                    |         | 46,901            |            |       |         | 33,031   |            |        |          | 121,660 |           
|                                                                                          |                                                                         |                                |                            |            |                    |         |                   |            |       |         |          |            |        |          |         |           
|Other income (expense):                                                                   |                                                                         |                                |                            |            |                    |         |                   |            |       |         |          |            |        |          |         |           
|                                                                                          | Interest and financing expense, net                                     |                                |                            | (42,688    | )                  |         |                   | (42,989    | )     |         |          | (125,606   | )      |          |         | (108,654   | )    
|                                                                                          | Equity in net income (loss) of unconsolidated affiliates                |                                |                            | 1,055      |                    |         |                   | (482       | )     |         |          | (1,357     | )      |          |         | (968       | )    
|                                                                                          | Other, net                                                              |                                |                            | (18,746    | )                  |         |                   | 258        |       |         |          | (19,036    | )      |          |         | (641       | )    
|                                                                                          |                                                                         |                                |                            |            |                    |         |                   |            |       |         |          |            |        |          |         |           
|                                                                                          |                                                                         |                                | Total other expense        |            |                    | (60,379 | )                 |            |       | (43,213 | )        |            |        | (145,999 | )       |            |       | (110,263 | )
|                                                                                          |                                                                         |                                |                            |            |                    |         |                   |            |       |         |          |            |        |          |         |           
|Minority interest in consolidated subsidiaries                                            |                                                                         |                                | 5,331                      |            |                    |         | 838               |            |       |         | 14,879   |            |        |          | 1,183   |           
|                                                                                          |                                                                         |                                |                            |            |                    |         |                   |            |       |         |          |            |        |          |         |           
|Net income (loss) before extraordinary item
and cumulative change in accounting principle |                                                                         |                                | (66,758                    | )          |                    |         | 4,526             |            |       |         | (98,089  | )          |        |          | 12,580  |           
|                                                                                          |                                                                         |                                |                            |            |                    |         |                   |            |       |         |          |            |        |          |         |           
|Extraordinary loss on early extinguishment of debt                                        |                                                                         |                                |                            |            |                    |         |                   |            |       |         |          |            |        |          | (12,377 | )         
|                                                                                          |                                                                         |                                |                            |            |                    |         |                   |            |       |         |          |            |        |          |         |           
|Cumulative change in accounting principle                                                 |                                                                         |                                |                            |            |                    |         |                   |            |       |         | (5,580   | )          |        |          |         |           
|                                                                                          |                                                                         |                                |                            |            |                    |         |                   |            |       |         |          |            |        |          |         |           
|                                                                                          |                                                                         |                                | Net income (loss)          |            | $                  | (66,758 | )                 |            | $     | 4,526   |          |            | $      | (103,669 | )       |            | $     | 203      |  
|                                                                                          |                                                                         |                                |                            |            |                    |         |                   |            |       |         |          |            |        |          |         |           
|Basic income (loss) per share:                                                            |                                                                         |                                |                            |            |                    |         |                   |            |       |         |          |            |        |          |         |           
|                                                                                          | Before extraordinary item and cumulative change in
accounting principle |                                | $                          | (0.85      | )                  |         | $                 | 0.06       |       |         | $        | (1.25      | )      |          | $       | 0.16       |      
|                                                                                          | Extraordinary loss on early extinguishment of debt                      |                                |                            |            |                    |         |                   |            |       |         |          |            |        |          |         | (0.16      | )    
|                                                                                          | Cumulative change in accounting principle                               |                                |                            |            |                    |         |                   |            |       |         |          | (0.07      | )      |          |         |            |      
|                                                                                          |                                                                         |                                |                            |            |                    |         |                   |            |       |         |          |            |        |          |         |           
|Basic income (loss) per share                                                             |                                                                         | $                              | (0.85                      | )          |                    | $       | 0.06              |            |       | $       | (1.32    | )          |        | $        | 0.00    |           
|                                                                                          |                                                                         |                                |                            |            |                    |         |                   |            |       |         |          |            |        |          |         |           
|Diluted income (loss) per share:                                                          |                                                                         |                                |                            |            |                    |         |                   |            |       |         |          |            |        |          |         |           
|                                                                                          | Before extraordinary item and cumulative change in
accounting principle |                                | $                          | (0.85      | )                  |         | $                 | 0.06       |       |         | $        | (1.25      | )      |          | $       | 0.16       |      
|                                                                                          | Extraordinary loss on early extinguishment of debt                      |                                |                            |            |                    |         |                   |            |       |         |          |            |        |          |         | (0.16      | )    
|                                                                                          | Cumulative change in accounting principle                               |                                |                            |            |                    |         |                   |            |       |         |          | (0.07      | )      |          |         |            |      
|                                                                                          |                                                                         |                                |                            |            |                    |         |                   |            |       |         |          |            |        |          |         |           
|Diluted income (loss) per share                                                           |                                                                         | $                              | (0.85                      | )          |                    | $       | 0.06              |            |       | $       | (1.32    | )          |        | $        | 0.00    |           
|                                                                                          |                                                                         |                                |                            |            |                    |         |                   |            |       |         |          |            |        |          |         |           
|Weighted average shares outstanding:                                                      |                                                                         |                                |                            |            |                    |         |                   |            |       |         |          |            |        |          |         |           
|                                                                                          | Basic                                                                   |                                |                            | 78,714,000 |                    |         |                   | 77,956,000 |       |         |          | 78,564,000 |        |          |         | 77,845,000 |      
|                                                                                          |                                                                         |                                |                            |            |                    |         |                   |            |       |         |          |            |        |          |         |           
|                                                                                          | Diluted                                                                 |                                |                            | 78,714,000 |                    |         |                   | 80,360,000 |       |         |          | 78,564,000 |        |          |         | 80,320,000 |      
|                                                                                          |                                                                         |                                |                            |            |                    |         |                   |            |       |         |          |            |        |          |         |           
|Comprehensive income (loss):                                                              |                                                                         |                                |                            |            |                    |         |                   |            |       |         |          |            |        |          |         |           
|                                                                                          | Net income (loss)                                                       |                                | $                          | (66,758    | )                  |         | $                 | 4,526      |       |         | $        | (103,669   | )      |          | $       | 203        |      
|                                                                                          | Unrealized gain (loss) on marketable securities:                        |                                |                            |            |                    |         |                   |            |       |         |          |            |        |          |         |            |      
|                                                                                          |                                                                         | Reclassification adjustment    |                            |            |                    |         |                   |            |       |         |          |            | (1,984 | )        |         |            |       |         
|                                                                                          |                                                                         | Unrealized holding gain (loss) |                            |            | 29                 |         |                   |            | 6,900 |         |          |            | (3,766 | )        |         |            | 6,900 |         
|                                                                                          |                                                                         |                                |                            |            |                    |         |                   |            |       |         |          |            |        |          |         |           
|                                                                                          |                                                                         |                                | Net unrealized gain (loss) |            |                    | 29      |                   |            |       | 6,900   |          |            |        | (5,750   | )       |            |       | 6,900    |  
|                                                                                          |                                                                         |                                |                            |            |                    |         |                   |            |       |         |          |            |        |          |         |           
|                                                                                          | Foreign currency translation                                            |                                |                            | 5,794      |                    |         |                   | (2,085     | )     |         |          | 609        |        |          |         | (8,381     | )    
|                                                                                          | Unrealized loss on hedges                                               |                                |                            | (7,929     | )                  |         |                   |            |       |         |          | (9,021     | )      |          |         |            |      
|                                                                                          |                                                                         |                                |                            |            |                    |         |                   |            |       |         |          |            |        |          |         |           
|Total comprehensive income (loss)                                                         |                                                                         | $                              | (68,864                    | )          |                    | $       | 9,341             |            |       | $       | (117,831 | )          |        | $        | (1,278  | )         
|                                                                                          |                                                                         |                                |                            |            |                    |         |                   |            |       |         |          |            |        |          |         |           

See accompanying notes to condensed consolidated financial statements

4



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##### Table of Contents






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

|                                               |                                                                                          |                                                                                                   |        |                                 |          |      |         |            |          |  
|---------------------------------------------- | ---------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------- | ------ | ------------------------------- | -------- | ---- | ------- | ---------- | -------- | -
|                                               |                                                                                          |                                                                                                   |        | Nine months ended September 30,
|                                               |                                                                                          |                                                                                                   |        |                                
|                                               |                                                                                          |                                                                                                   |        | 2001                            |          | 2000
|                                               |                                                                                          |                                                                                                   |        |                                 |          |     
|Operating activities:                          |                                                                                          |                                                                                                   |        |                                 |          |      |         |           
|                                               | Net income (loss)                                                                        |                                                                                                   | $      | (103,669                        | )        |      | $       | 203        |         
|                                               | Adjustments to reconcile net income (loss) to net cash
provided by operating activities: |                                                                                                   |        |                                 |          |      |         |            |         
|                                               |                                                                                          | Extraordinary loss on early extinguishment of debt                                                |        |                                 |          |      |         |            | 12,377   |  
|                                               |                                                                                          | Cumulative change in accounting principle                                                         |        |                                 | 5,580    |      |         |            |          |  
|                                               |                                                                                          | Depreciation and amortization                                                                     |        |                                 | 154,809  |      |         |            | 93,323   |  
|                                               |                                                                                          | Stock based compensation                                                                          |        |                                 | 16,336   |      |         |            | 16,588   |  
|                                               |                                                                                          | Equity in net loss of unconsolidated affiliates                                                   |        |                                 | 1,357    |      |         |            | 968      |  
|                                               |                                                                                          | Minority interest in consolidated subsidiaries                                                    |        |                                 | (14,879  | )    |         |            | (1,183   | )
|                                               |                                                                                          | Adjustment of interest rate hedges to fair market value                                           |        |                                 | 22,616   |      |         |            |          |  
|                                               |                                                                                          | Gain on sale of marketable securities                                                             |        |                                 | (8,006   | )    |         |            |          |  
|                                               |                                                                                          | Other, net                                                                                        |        |                                 | 6,677    |      |         |            | 114      |  
|                                               |                                                                                          | Changes in operating assets and liabilities, net of effects
from consolidating acquired interests |        |                                 | 31,316   |      |         |            | (16,507  | )
|                                               |                                                                                          |                                                                                                   |        |                                 |          |      |         |           
|                                               |                                                                                          | Net cash provided by operating activities                                                         |        |                                 | 112,137  |      |         |            | 105,883  |  
|                                               |                                                                                          |                                                                                                   |        |                                 |          |      |         |           
|Investing activities:                          |                                                                                          |                                                                                                   |        |                                 |          |      |         |           
|                                               | Purchase of property and equipment                                                       |                                                                                                   |        | (248,292                        | )        |      |         | (198,243   | )       
|                                               | Additions to licensing costs and other intangible assets                                 |                                                                                                   |        | (33,540                         | )        |      |         | (34,264    | )       
|                                               | Acquisition of wireless properties, net of cash acquired                                 |                                                                                                   |        |                                 |          |      |         | (151,587   | )       
|                                               | Proceeds from sale of marketable securities                                              |                                                                                                   |        | 26,636                          |          |      |         |            |         
|                                               | Purchase of marketable securities                                                        |                                                                                                   |        | (3,896                          | )        |      |         |            |         
|                                               | Receipts from and (investments in) unconsolidated subsidiaries                           |                                                                                                   |        | 2,123                           |          |      |         | (6,880     | )       
|                                               | Proceeds from/(payments to) VoiceStream Wireless                                         |                                                                                                   |        | (24,500                         | )        |      |         | 3,438      |         
|                                               | Purchase of WWI minority interest                                                        |                                                                                                   |        | (14,140                         | )        |      |         |            |         
|                                               |                                                                                          |                                                                                                   |        |                                 |          |      |         |           
|                                               |                                                                                          | Net cash used in investing activities                                                             |        |                                 | (295,609 | )    |         |            | (387,536 | )
|                                               |                                                                                          |                                                                                                   |        |                                 |          |      |         |           
|Financing activities:                          |                                                                                          |                                                                                                   |        |                                 |          |      |         |           
|                                               | Proceeds from issuance of common stock, net                                              |                                                                                                   |        | 4,002                           |          |      |         | 1,859      |         
|                                               | Additions to long-term debt                                                              |                                                                                                   |        | 650,097                         |          |      |         | 1,400,000  |         
|                                               | Repayment of long-term debt                                                              |                                                                                                   |        | (440,022                        | )        |      |         | (1,150,000 | )       
|                                               | Minority interest contributions                                                          |                                                                                                   |        | 22,134                          |          |      |         | 10,457     |         
|                                               |                                                                                          |                                                                                                   |        |                                 |          |      |         |           
|                                               |                                                                                          | Net cash provided by financing activities                                                         |        |                                 | 236,211  |      |         |            | 262,316  |  
|                                               |                                                                                          |                                                                                                   |        |                                 |          |      |         |           
|Change in cash and cash equivalents            |                                                                                          |                                                                                                   | 52,739 |                                 |          |      | (19,337 | )         
|                                               |                                                                                          |                                                                                                   |        |                                 |          |      |         |           
|Cash and cash equivalents, beginning of period |                                                                                          |                                                                                                   | 23,278 |                                 |          |      | 42,735  |           
|                                               |                                                                                          |                                                                                                   |        |                                 |          |      |         |           
|Cash and cash equivalents, end of period       |                                                                                          | $                                                                                                 | 76,017 |                                 |          | $    | 23,398  |           
|                                               |                                                                                          |                                                                                                   |        |                                 |          |      |         |           

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 (Cellular
One) brand name.

At September 30, 2001, the Company owned 98% of Western Wireless
International Corporation (WWI) who, through consolidated subsidiaries and
operating joint ventures, is a provider of wireless communications services in
nine countries.

The condensed consolidated balance sheets as of December 31, 2000, have been
derived from audited financial statements. The unaudited interim condensed
consolidated financial statements dated September 30, 2001 and 2000, 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 the
Companys annual audited financial statements and footnotes thereto for the year
ended December 31, 2000, contained in the Companys Form 10-K dated March 30,
2001.



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

Supplemental cash flow disclosure:

Cash paid for interest was $116.5 million and $104.3 million for the nine
months ended September 30, 2001 and 2000, respectively.

Reclassifications:

Certain amounts in prior years financial statements have been reclassified
to conform to the 2001 presentation.

Recently issued accounting standards:

In June 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards
(SFAS) No. 141, Business Combinations (effective July 1, 2001) and SFAS No. 142, Goodwill and Other Intangible
Assets (effective for the Company on January 1, 2002). SFAS No. 141 prohibits pooling-of-interests accounting for
acquisitions. SFAS No. 142 specifies that goodwill and some intangible assets will no longer be amortized, but instead will be
subjected to periodic impairment testing. The Company is in the process of evaluating the financial impact of adoption of
SFAS No. 142.

On January 1, 2001, the Company adopted Statement of Financial Accounting
Standards No. 133 (SFAS No. 133), Accounting for Derivative Instruments and
Hedging Activities. The Company records all derivative instruments on the
balance sheet at fair value. On the date derivative contracts are entered into,
the Company designates the derivative as either: (i) a hedge of the fair value
of a recognized asset or liability or of an unrecognized firm commitment (fair
value hedge), (ii) a hedge of a forecasted transaction or of the variability of
cash flows to be received or paid related to a recognized asset or liability
(cash flow hedge) or (iii) a hedge of a net investment in a foreign operation
(net investment hedge). Changes in the fair value of derivatives are recorded
each period in current earnings or other comprehensive income (loss), depending
on whether a derivative is designated as part of a hedge transaction and, if it
is, depending on the type of hedge transaction. For fair value hedge
transactions, changes in the fair value of the derivative instrument are
generally offset in the statement of operations by changes in the fair value of
the item being hedged. For cash flow hedge transactions, changes in the fair
value of the derivative instrument are reported in other comprehensive income
(loss). For net investment hedge transactions, changes in the fair value are
recorded as a component of the foreign currency translation account, which is
also included in other comprehensive income (loss). The gains and losses on cash
flow hedge transactions that are reported in other comprehensive income (loss)
are reclassified to earnings in the periods in which earnings are impacted by
the variability of the cash flows of the hedged item or the forecasted
transactions are realized. The impact of ineffective hedges is recognized in
results of operations in the periods in which the hedges are deemed to be
ineffective. The impact of the adoption of SFAS No. 133 was a cumulative change
in accounting principal loss of $5.6 million.

6



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##### Table of Contents



WESTERN WIRELESS CORPORATION
Notes to Condensed Consolidated Financial Statements(Unaudited)



|3. |  | Marketable Securities:
|-- |  | ----------------------

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

(Dollars in thousands)

|                                      |                      |   |               |        |              |   |       |        | 
|------------------------------------- | -------------------- | - | ------------- | ------ | ------------ | - | ----- | ------ | 
|                                      |                      |   | September 30, |        | December 31,
|                                      |                      |   | 2001          |        | 2000        
|                                      |                      |   |               |        |             
|Available-for-sale equity securities: |                      |   |               |        |              |   |       |       
|                                      | Aggregate fair value |   | $             | 20,317 |              |   | $     | 40,802 | 
|                                      | Historical cost      |   |               | 18,959 |              |   |       | 33,694 | 
|                                      |                      |   |               |        |              |   |       |       
|Unrealized holding gain               |                      | $ | 1,358         |        |              | $ | 7,108 |       
|                                      |                      |   |               |        |              |   |       |       

The Companys 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.



|4. |  | Prepaid Expenses and Other Current Assets:
|-- |  | ------------------------------------------

(Dollars in thousands)

|                                                         |  |   |               |  |              |   |        |  | 
|-------------------------------------------------------- |  | - | ------------- |  | ------------ | - | ------ |  | 
|                                                         |  |   | September 30, |  | December 31,
|                                                         |  |   | 2001          |  | 2000        
|                                                         |  |   |               |  |             
|VAT receivable                                           |  | $ | 11,894        |  |              | $ | 1,020  | 
|Cellular One Group promotional fund                      |  |   | 7,489         |  |              |   |        | 
|Rent                                                     |  |   | 4,470         |  |              |   |        | 
|Receivables from unconsolidated international affiliates |  |   | 3,196         |  |              |   | 4,167  | 
|Taxes and fees                                           |  |   | 3,148         |  |              |   | 1,218  | 
|Insurance                                                |  |   | 1,385         |  |              |   | 878    | 
|Deposits                                                 |  |   |               |  |              |   | 3,878  | 
|Other                                                    |  |   | 12,011        |  |              |   | 4,123  | 
|                                                         |  |   |               |  |              |   |        | 
|                                                         |  | $ | 43,593        |  |              | $ | 15,284 | 
|                                                         |  |   |               |  |              |   |        | 



|5. |  | Property and Equipment:
|-- |  | -----------------------

(Dollars in thousands)

|                                 |  |   |               |   |              |   |          |   | 
|-------------------------------- |  | - | ------------- | - | ------------ | - | -------- | - | 
|                                 |  |   | September 30, |   | December 31,
|                                 |  |   | 2001          |   | 2000        
|                                 |  |   |               |   |             
|Land, buildings and improvements |  | $ | 31,760        |   |              | $ | 23,847   |  
|Wireless communications systems  |  |   | 902,263       |   |              |   | 671,605  |  
|Furniture and equipment          |  |   | 119,043       |   |              |   | 121,037  |  
|                                 |  |   |               |   |              |   |          |  
|                                 |  |   | 1,053,066     |   |              |   | 816,489  |  
|Less accumulated depreciation    |  |   | (490,223      | ) |              |   | (367,855 | )
|                                 |  |   |               |   |              |   |          |  
|                                 |  |   | 562,843       |   |              |   | 448,634  |  
|Construction in progress         |  |   | 168,339       |   |              |   | 133,111  |  
|                                 |  |   |               |   |              |   |          |  
|                                 |  | $ | 731,182       |   |              | $ | 581,745  |  
|                                 |  |   |               |   |              |   |          |  

Depreciation expense was $48.5 million and $25.0 million for the three
months ended September 30, 2001 and 2000, respectively; and $126.6 million and
$74.2 million for the nine months ended September 30, 2001 and 2000,
respectively.

Over time, the Company expects that it will require fewer analog radios as
its subscriber base migrates to digital service. As a result of this planned
migration, the Company has reevaluated the estimated remaining life of analog
equipment, and has accordingly adjusted its depreciation schedule. The remaining
estimated impact of this change is approximately $10 million spread into 2003.

7



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WESTERN WIRELESS CORPORATION
Notes to Condensed Consolidated Financial Statements(Unaudited)



|6. |  | Accrued Liabilities:
|-- |  | --------------------

(Dollars in thousands)

|                                                      |  |               |         |              |  |   |         | 
|----------------------------------------------------- |  | ------------- | ------- | ------------ |  | - | ------- | 
|                                                      |  | September 30, |         | December 31,
|                                                      |  | 2001          |         | 2000        
|                                                      |  |               |         |             
|Payroll and benefits                                  |  | $             | 26,477  |              |  | $ | 17,623  | 
|Interest expense                                      |  |               | 25,270  |              |  |   | 17,025  | 
|Property taxes                                        |  |               | 7,103   |              |  |   | 6,716   | 
|Other taxes                                           |  |               | 19,646  |              |  |   | 18,018  | 
|Interconnect charges                                  |  |               | 9,479   |              |  |   | 7,547   | 
|Advertising and marketing                             |  |               | 6,382   |              |  |   | 976     | 
|Software and maintenance costs                        |  |               | 10,837  |              |  |   | 3,738   | 
|Licensing costs                                       |  |               | 3,461   |              |  |   | 5,142   | 
|Unearned revenue                                      |  |               | 13,157  |              |  |   | 5,313   | 
|Fair market value adjustments of interest rate hedges |  |               | 38,237  |              |  |   |         | 
|Stock appreciation rights                             |  |               | 27,367  |              |  |   | 14,999  | 
|Other                                                 |  |               | 45,554  |              |  |   | 14,756  | 
|                                                      |  |               |         |              |  |   |         | 
|                                                      |  | $             | 232,970 |              |  | $ | 111,853 | 
|                                                      |  |               |         |              |  |   |         | 



|7. |  | Debt:
|-- |  | -----

Long-Term Debt:

(Dollars in thousands)

|                                           |            |   |               |           |              |   |           |           | 
|------------------------------------------ | ---------- | - | ------------- | --------- | ------------ | - | --------- | --------- | 
|                                           |            |   | September 30, |           | December 31,
|                                           |            |   | 2001          |           | 2000        
|                                           |            |   |               |           |             
|Credit Facility:                           |            |   |               |           |              |   |           |          
|                                           | Revolvers  |   | $             | 520,000   |              |   | $         | 390,000   | 
|                                           | 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                         |            |   | 45,479        |           |              |   |           |          
|Icelandic Credit Facility                  |            |   | 21,586        |           |              |   | 23,766    |          
|Bolivian Bridge Loan                       |            |   | 21,112        |           |              |   |           |          
|Other                                      |            |   | 12,196        |           |              |   | 12,627    |          
|                                           |            |   |               |           |              |   |           |          
|                                           |            | $ | 2,120,373     |           |              | $ | 1,926,393 |          
|                                           |            |   |               |           |              |   |           |          

The aggregate amounts of principal maturities as of September 30, 2001, are
as follows:

(Dollars in thousands)

|                                      |  |   |           | 
|------------------------------------- |  | - | --------- | 
|Three months ending December 31, 2001 |  |   |           | 
|Year ending December 31,              |  |   |           | 
|2002                                  |  | $ | 26,902    | 
|2003                                  |  |   | 113,545   | 
|2004                                  |  |   | 212,240   | 
|2005                                  |  |   | 268,764   | 
|Thereafter                            |  |   | 1,498,922 | 
|                                      |  |   |           | 
|                                      |  | $ | 2,120,373 | 
|                                      |  |   |           | 

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WESTERN WIRELESS CORPORATION
Notes to Condensed Consolidated Financial Statements(Unaudited)



|7. |  | Debt: (continued)
|-- |  | -----------------

tele.ring Revolver:

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 a revolving loan (the tele.ring Revolver) for
purposes of funding anticipated working capital and capital financing cash
needs. The aggregate amount available under the tele.ring Revolver at inception
was approximately 75 million euro increasing quarterly up to 250 million euro on
April 1, 2002. Under the terms of the tele.ring Revolver, all outstanding
principal shall be repaid in equal installments on each of July 1, 2004, 2005
and 2006. Interest is payable at EURIBOR plus an applicable margin of 3.5%. At
September 30, 2001, tele.ring had drawn approximately $45.5 million against the
tele.ring Revolver. tele.ring currently has 100 million euro available borrowing
capacity under the tele.ring Revolver.

WWI Bridge Loan:

In April 2001, Meteor Mobile Communications Limited (MMC), a subsidiary in
which WWI holds approximately 81% interest, entered into a bridge loan facility
agreement (the Irish Bridge Loan) with Toronto Dominion Bank to provide
funding for the development and operation of MMCs network in Ireland. The
aggregate amount available under the Irish Bridge Loan at inception was
approximately 37 million euro increasing quarterly up to 75 million euro in
January 2002. Under the terms of the Irish Bridge Loan, all outstanding
principal shall be repaid by March 31, 2002, unless a term out option is
exercised, under which the maturity date is then extended to June 30, 2002.
Interest is payable at EURIBOR plus an applicable margin, which at inception is
3.75%, increasing to 4.75% in October 2001 and 6.0% in April 2002. The Irish
Bridge Loan contains certain covenants, including quarterly tests of minimum
subscribers, minimum service revenue, maximum cash flow loss and the transfer of
assets from MMC to WWI. At September 30, 2001 there was approximately $18.2
million outstanding under the Irish Bridge Loan, and based on certain covenants,
there were no available borrowings.



|8. |  | Commitments and contingencies:
|-- |  | ------------------------------

Purchase Commitments:

In order to ensure an adequate supply and availability of certain wireless
system equipment requirements and service needs, the Company and its
subsidiaries have committed to purchase from various suppliers, wireless
communications equipment and services. Information regarding these commitments
as of September 30, 2001, is as follows:

(Dollars in thousands)

|                      |  |  |                         | 
|--------------------- |  |  | ----------------------- | 
|Aggregate commitments |  |  | $411,000                | 
|Ordered               |  |  | $276,000                | 
|Awaiting delivery     |  |  | $130,000                | 
|Expiration dates      |  |  | July 2002 to
March 2004 | 

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 two
other wireless companies in the Ivory Coast to each pay a license fee of 40
billion CFA, or approximately $53 million, in order to obtain their long-term
licenses. The Company believes that this requirement violates the terms of the
provisional license and is a breach of Coras contract with the government. The
date by which all operators were to have paid the Ivorian government the first
one third of the license fee has passed. None of the carriers have paid the fee
and all carriers continue to negotiate a resolution to this matter with the
government. The Companys net investment in Cora at September 30, 2001 is
approximately $11 million.

Ghana:

Under the terms of the Ghana license, a subsidiary of the Company, Western
Telesystems Ghana Limited (Westel) is required to meet certain coverage and
build-out requirements by January 2002. Due to the inability of the regulator to
enforce interconnection with the incumbent telephone company, all development
has been stifled. Westel expects it will be unable to meet the required build
out. Westel is currently in discussions with the regulator to come to compromise
on this matter. The Companys net investment in Westel at September 30, 2001 is
approximately $7 million.

9



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WESTERN WIRELESS CORPORATION
Notes to Condensed Consolidated Financial Statements(Unaudited)



|8. |  | Commitments and contingencies: (continued)
|-- |  | ------------------------------------------

Future minimum payments required under operating leases and agreements that
have initial or remaining noncancellable terms in excess of one year as of
September 30, 2001, are summarized below;

(Dollars in thousands)

|                                      |  |   |         | 
|------------------------------------- |  | - | ------- | 
|Three months ending December 31, 2001 |  | $ | 10,756  | 
|Year ending December 31,              |  |   |         | 
|2002                                  |  |   | 35,409  | 
|2003                                  |  |   | 21,847  | 
|2004                                  |  |   | 17,219  | 
|2005                                  |  |   | 11,233  | 
|Thereafter                            |  |   | 82,295  | 
|                                      |  |   |         | 
|                                      |  | $ | 178,759 | 
|                                      |  |   |         | 



|9. |  | 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. Weighed average shares issuable upon the
exercise of stock options which were not included in the calculation were
2,426,400 and 1,929,800 for the three and nine months ended September 30, 2001,
respectively, because they were antidilutive.

10



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WESTERN WIRELESS CORPORATION
Notes to Condensed Consolidated Financial Statements(Unaudited)



|9. |  | Income (Loss) per Common Share: (continued)
|-- |  | -------------------------------------------

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

(Dollars in thousands, except per share data)

|                                 |                                                                                           |                                                                                           |                  |         |         |                    |      |                   |       |            |       |          |         |            |      |         |        |            |  | 
|-------------------------------- | ----------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------- | ---------------- | ------- | ------- | ------------------ | ---- | ----------------- | ----- | ---------- | ----- | -------- | ------- | ---------- | ---- | ------- | ------ | ---------- |  | 
|                                 |                                                                                           |                                                                                           |                  |         |         | Three months ended |      | Nine months ended
|                                 |                                                                                           |                                                                                           |                  |         |         | September 30,      |      | September 30,    
|                                 |                                                                                           |                                                                                           |                  |         |         |                    |      |                  
|                                 |                                                                                           |                                                                                           |                  |         |         | 2001               |      | 2000              |       | 2001       |       | 2000    
|                                 |                                                                                           |                                                                                           |                  |         |         |                    |      |                   |       |            |       |         
|Numerator:                       |                                                                                           |                                                                                           |                  |         |         |                    |      |                   |       |            |       |          |         |            |      |        
|                                 |                                                                                           | Net income (loss) before
extraordinary item and
cumulative change in
accounting principle |                  | $       | (66,758 | )                  |      | $                 | 4,526 |            |       | $        | (98,089 | )          |      | $       | 12,580 |           
|                                 | Extraordinary loss on early
extinguishment of debt                                        |                                                                                           |                  |         |         |                    |      |                   |       |            |       |          |         |            |      | (12,377 | )     
|                                 | Cumulative change in
accounting principle                                                 |                                                                                           |                  |         |         |                    |      |                   |       |            |       | (5,580   | )       |            |      |         |       
|                                 |                                                                                           |                                                                                           |                  |         |         |                    |      |                   |       |            |       |          |         |            |      |        
|                                 | Net income (loss)                                                                         |                                                                                           | $                | (66,758 | )       |                    | $    | 4,526             |       |            | $     | (103,669 | )       |            | $    | 203     |       
|                                 |                                                                                           |                                                                                           |                  |         |         |                    |      |                   |       |            |       |          |         |            |      |        
|Denominator:                     |                                                                                           |                                                                                           |                  |         |         |                    |      |                   |       |            |       |          |         |            |      |        
|                                 |                                                                                           | Weighted-average shares:                                                                  |                  |         |         |                    |      |                   |       |            |       |          |         |            |      |         |        |           
|                                 |                                                                                           |                                                                                           | Basic            |         |         | 78,714,000         |      |                   |       | 77,956,000 |       |          |         | 78,564,000 |      |         |        | 77,845,000 | 
|                                 |                                                                                           | Effect of dilutive securities:                                                            |                  |         |         |                    |      |                   |       |            |       |          |         |            |      |         |        |           
|                                 |                                                                                           |                                                                                           | Dilutive options |         |         |                    |      |                   |       | 2,404,000  |       |          |         |            |      |         |        | 2,475,000  | 
|                                 |                                                                                           |                                                                                           |                  |         |         |                    |      |                   |       |            |       |          |         |            |      |        
|                                 |                                                                                           | Weighted-average shares:                                                                  |                  |         |         |                    |      |                   |       |            |       |          |         |            |      |         |        |           
|                                 |                                                                                           |                                                                                           | Diluted          |         |         | 78,714,000         |      |                   |       | 80,360,000 |       |          |         | 78,564,000 |      |         |        | 80,320,000 | 
|                                 |                                                                                           |                                                                                           |                  |         |         |                    |      |                   |       |            |       |          |         |            |      |        
|Basic income (loss) per share:   |                                                                                           |                                                                                           |                  |         |         |                    |      |                   |       |            |       |          |         |            |      |        
|                                 | Net income (loss) before
extraordinary item and
cumulative change in
accounting principle |                                                                                           | $                | (0.85   | )       |                    | $    | 0.06              |       |            | $     | (1.25    | )       |            | $    | 0.16    |       
|                                 | Extraordinary loss on early
extinguishment of debt                                        |                                                                                           |                  |         |         |                    |      |                   |       |            |       |          |         |            |      | (0.16   | )     
|                                 | Cumulative change in
accounting principle                                                 |                                                                                           |                  |         |         |                    |      |                   |       |            |       | (0.07    | )       |            |      |         |       
|                                 |                                                                                           |                                                                                           |                  |         |         |                    |      |                   |       |            |       |          |         |            |      |        
|Basic income (loss) per share    |                                                                                           | $                                                                                         | (0.85            | )       |         | $                  | 0.06 |                   |       | $          | (1.32 | )        |         | $          | 0.00 |        
|                                 |                                                                                           |                                                                                           |                  |         |         |                    |      |                   |       |            |       |          |         |            |      |        
|Diluted income (loss) per share: |                                                                                           |                                                                                           |                  |         |         |                    |      |                   |       |            |       |          |         |            |      |        
|                                 | Net income (loss) before
extraordinary item and
cumulative change in
accounting principle |                                                                                           | $                | (0.85   | )       |                    | $    | 0.06              |       |            | $     | (1.25    | )       |            | $    | 0.16    |       
|                                 | Extraordinary loss on early
extinguishment of debt                                        |                                                                                           |                  |         |         |                    |      |                   |       |            |       |          |         |            |      | (0.16   | )     
|                                 | Cumulative change in
accounting principle                                                 |                                                                                           |                  |         |         |                    |      |                   |       |            |       | (0.07    | )       |            |      |         |       
|                                 |                                                                                           |                                                                                           |                  |         |         |                    |      |                   |       |            |       |          |         |            |      |        
|Diluted income (loss) per share  |                                                                                           | $                                                                                         | (0.85            | )       |         | $                  | 0.06 |                   |       | $          | (1.32 | )        |         | $          | 0.00 |        
|                                 |                                                                                           |                                                                                           |                  |         |         |                    |      |                   |       |            |       |          |         |            |      |        

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WESTERN WIRELESS CORPORATION
Notes to Condensed Consolidated Financial Statements(Unaudited)



|10. |  | Acquisitions:
|--- |  | -------------

Cellular One Group:

In July 2001, the Company announced it completed the acquisition of
Southwestern Bell Mobile Systems ownership interest in Cellular One Group,
which owns, licenses and promotes nationwide the Cellular One brand and related
trademarks, services marks and designs. The purchase price was $9 million.
Southwestern Bell is a subsidiary of Cingular Wireless, LLC. As a result of this
transaction, subsidiaries of the Company own 100% of the Cellular One Group.
This acquisition was accounted for using the purchase method of accounting.

tele.ring:

On June 29, 2001, the Company completed the acquisition of tele.ring, a
provider of GSM mobile, Internet, and fixed-line services in Austria, from a
subsidiary of Vodafone Group Plc (Vodafone) as described below.

The acquisition was accomplished pursuant to the terms of an agreement dated
May 4, 2001, among Mannesmann Eurokom GmbH (MEU), an indirect wholly-owned
subsidiary of Vodafone, EKOM Telecommunications Holding AG, a wholly-owned
subsidiary of MEU, and EHG Einkaufs und Handels GmbH (EHG), an indirect
wholly-owned subsidiary of Western Wireless International Corporation (WWI), a
subsidiary of WWC. In accordance with the agreement, EHG acquired for ten euros
100% of the stock of tele.ring Telekom Service GmbH (tele.ring GmbH) and 100%
of the partnership interests in tele.ring Telekom Service GmbH & Co KEG
(tele.ring KEG; tele.ring GmbH and tele.ring KEG are herein collectively
referred to as tele.ring). EHG was also granted the option to acquire for one
euro 100% of the stock of Mannesmann 3G Mobilfunk GmbH (an indirect wholly-owned
subsidiary of Vodafone), holder of an Austrian UMTS license. After repayment of
existing tele.ring debt (which was all intra-company debt due to Vodafone),
tele.rings balance sheet had a net working capital position of approximately
zero as of the closing of the acquisition.

WWI agreed that during the first 180 days after the closing date, it would
retain at least a majority of the issued and outstanding voting shares of
tele.ring and that it would not dispose of more than 20% of the value of the
fixed assets of tele.ring on the balance sheet of tele.ring as of the closing,
other than in a liquidation. Should WWI elect to sell, directly or indirectly,
51% of the issued voting shares of tele.ring, EHG or the direct parent company
of EHG, or sell substantially all of the assets of tele.ring (in a sale which is
not combined with any other business or material assets owned or controlled by
WWI and used in the telecommunications business), more than 180 days but less
than 366 days after the closing of the transaction, WWI would share equally with
Vodafone all of the proceeds of the sale, net of all fees and reasonable
expenses. If WWI elects to sell tele.ring, directly or indirectly, more than 365
days after the closing of the transaction, WWI would retain all profits and
tele.ring would be required to repay the 250 million euro loan.

12



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WESTERN WIRELESS CORPORATION
Notes to Condensed Consolidated Financial Statements(Unaudited)



|10. |  | Acquisitions: (continued)
|--- |  | -------------------------

The following unaudited pro forma condensed combined financial information
combines the historical statements of operations of Western Wireless Corporation
(Western Wireless) and gives effect to the acquisition of tele.ring using the purchase method of
accounting for a business combination.

The unaudited pro forma condensed combined statements of operations for the
nine months ended September 30, 2001 and 2000 assume the acquisition was
effected on January 1, 2000. The accounting policies of Western Wireless and
tele.ring differ as a result of differences between US GAAP and Austrian GAAP;
tele.rings historical financial data have been adjusted to conform to US GAAP.
Further, certain reclassifications have been made to tele.rings historical
presentation to conform to Western Wireless presentation. These
reclassifications do not materially impact tele.rings results of operations or
financial position for the periods presented.

(Dollars in thousands, except per share data)

|                                                                                          |  |                                 |          |                                 |  |               |          |           |  |   |         |               |  |   |         |  
|----------------------------------------------------------------------------------------- |  | ------------------------------- | -------- | ------------------------------- |  | ------------- | -------- | --------- |  | - | ------- | ------------- |  | - | ------- | -
|                                                                                          |  | Nine months ended September 30, |          | Nine months ended September 30,
|                                                                                          |  | 2001                            |          | 2000                           
|                                                                                          |  |                                 |          |                                
|                                                                                          |  |                                 |          |                                 |  | Western       |          |           |  |   |         | Western      
|                                                                                          |  |                                 |          |                                 |  | Wireless      |          |           |  |   |         | Wireless     
|                                                                                          |  |                                 |          |                                 |  | Corporation   |          |           |  |   |         | Corporation  
|                                                                                          |  |                                 |          |                                 |  | and tele.ring |          |           |  |   |         | and tele.ring
|                                                                                          |  | As reported                     |          | Pro forma                       |  | As reported   |          | Pro forma
|                                                                                          |  |                                 |          |                                 |  |               |          |          
|Total
revenues                                                                            |  | $                               | 786,873  |                                 |  | $             | 865,737  |           |  | $ | 597,836 |               |  | $ | 634,411 |  
|                                                                                          |  |                                 |          |                                 |  |               |          |           |  |   |         |               |  |   |         |  
|Net income (loss) before
extraordinary item and
cumulative change in
accounting principle |  | $                               | (98,089  | )                               |  | $             | (280,853 | )         |  | $ | 12,580  |               |  | $ | (78,288 | )
|                                                                                          |  |                                 |          |                                 |  |               |          |           |  |   |         |               |  |   |         |  
|Net income (loss)                                                                         |  | $                               | (103,669 | )                               |  | $             | (286,433 | )         |  | $ | 203     |               |  | $ | (90,665 | )
|                                                                                          |  |                                 |          |                                 |  |               |          |           |  |   |         |               |  |   |         |  
|Basic income (loss) per share                                                             |  | $                               | (1.32    | )                               |  | $             | (3.65    | )         |  | $ | 0.00    |               |  | $ | (1.16   | )
|                                                                                          |  |                                 |          |                                 |  |               |          |           |  |   |         |               |  |   |         |  
|Diluted income (loss) per share                                                           |  | $                               | (1.32    | )                               |  | $             | (3.65    | )         |  | $ | 0.00    |               |  | $ | (1.16   | )
|                                                                                          |  |                                 |          |                                 |  |               |          |           |  |   |         |               |  |   |         |  



|11. |  | Related Party Transactions:
|--- |  | ---------------------------

In April 2001, Bradley J. Horwitz, Executive Vice President of the Company
and President of WWI exercised a put agreement exchanging a 2.02% interest in
WWI for approximately $14.1 million. Mr. Horwitz still holds the right to put
his remaining interest in WWI to the Company. The Company now owns approximately
98% of the outstanding shares of WWI.

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WESTERN WIRELESS CORPORATION
Notes to Condensed Consolidated Financial Statements(Unaudited)



|12. |  | Segment Information:
|--- |  | --------------------

Operations of the Company consist of both domestic and international
operations. The Company mainly provides cellular services in rural markets in
the western United States. The Companys international operations consist mainly
of consolidated subsidiaries and operating joint ventures throughout the world.
Certain centralized back office costs and assets benefit all of the Companys
operations. These costs are allocated to both segments in a manner, which
reflects the relative time devoted to each of the segments.

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



| |  | (Dollars in thousands)
| |  | ----------------------

|                                                         |  |            |           |               |  |              |          |   |  |   |           |  
|-------------------------------------------------------- |  | ---------- | --------- | ------------- |  | ------------ | -------- | - |  | - | --------- | -
|                                                         |  | Domestic   |           | International |  |              |          |  
|                                                         |  | Operations |           | Operations    |  | Consolidated
|                                                         |  |            |           |               |  |             
|Three months ended September 30, 2001                    |  |            |           |               |  |              |          |   |  |   |           |  
|Total revenues                                           |  | $          | 231,896   |               |  | $            | 65,941   |   |  | $ | 297,837   |  
|Operating income (loss)                                  |  |            | 33,534    |               |  |              | (45,244  | ) |  |   | (11,710   | )
|Interest expense and financing expense, net              |  |            | (34,398   | )             |  |              | (8,290   | ) |  |   | (42,688   | )
|Equity in net income (loss) of unconsolidated affiliates |  |            | (197      | )             |  |              | 1,252    |   |  |   | 1,055     |  
|Net loss                                                 |  |            | (16,163   | )             |  |              | (50,595  | ) |  |   | (66,758   | )
|Total capital expenditures                               |  |            | 62,003    |               |  |              | 31,005   |   |  |   | 93,008    |  
|Nine months ended September 30, 2001                     |  |            |           |               |  |              |          |   |  |   |           |  
|Total revenues                                           |  | $          | 691,234   |               |  | $            | 95,639   |   |  | $ | 786,873   |  
|Operating income (loss)                                  |  |            | 132,538   |               |  |              | (99,507  | ) |  |   | 33,031    |  
|Interest expense and financing expense, net              |  |            | (107,302  | )             |  |              | (18,304  | ) |  |   | (125,606  | )
|Equity in net income (loss) of unconsolidated affiliates |  |            | 570       |               |  |              | (1,927   | ) |  |   | (1,357    | )
|Cumulative change in accounting principle                |  |            | (6,600    | )             |  |              | 1,020    |   |  |   | (5,580    | )
|Net income (loss)                                        |  |            | 4,720     |               |  |              | (108,389 | ) |  |   | (103,669  | )
|Total capital expenditures                               |  |            | 150,441   |               |  |              | 97,851   |   |  |   | 248,292   |  
|Total assets                                             |  |            | 1,810,271 |               |  |              | 476,773  |   |  |   | 2,287,044 |  

(Dollars in thousands)

|                                            |  |            |           |               |  |              |         |   |  |   |           |  
|------------------------------------------- |  | ---------- | --------- | ------------- |  | ------------ | ------- | - |  | - | --------- | -
|                                            |  | Domestic   |           | International |  |              |         |  
|                                            |  | Operations |           | Operations    |  | Consolidated
|                                            |  |            |           |               |  |             
|Three months ended September 30, 2000       |  |            |           |               |  |              |         |   |  |   |           |  
|Total revenues                              |  | $          | 216,539   |               |  | $            | 4,108   |   |  | $ | 220,647   |  
|Operating income (loss)                     |  |            | 55,925    |               |  |              | (9,024  | ) |  |   | 46,901    |  
|Interest expense and financing expense, net |  |            | (37,429   | )             |  |              | (5,560  | ) |  |   | (42,989   | )
|Net income (loss)                           |  |            | 19,143    |               |  |              | (14,617 | ) |  |   | 4,526     |  
|Total capital expenditures                  |  |            | 56,844    |               |  |              | 13,750  |   |  |   | 70,594    |  
|Nine months ended September 30, 2000        |  |            |           |               |  |              |         |   |  |   |           |  
|Total revenues                              |  | $          | 588,540   |               |  | $            | 9,296   |   |  | $ | 597,836   |  
|Operating income (loss)                     |  |            | 138,728   |               |  |              | (17,068 | ) |  |   | 121,660   |  
|Interest expense and financing expense, net |  |            | (100,995  | )             |  |              | (7,659  | ) |  |   | (108,654  | )
|Extraordinary loss                          |  |            | (12,377   | )             |  |              |         |   |  |   | (12,377   | )
|Net income (loss)                           |  |            | 25,597    |               |  |              | (25,394 | ) |  |   | 203       |  
|Total capital expenditures                  |  |            | 175,533   |               |  |              | 22,710  |   |  |   | 198,243   |  
|Total assets                                |  |            | 1,521,935 |               |  |              | 162,701 |   |  |   | 1,684,636 |  

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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 Corporation (the Company)
operates; technology changes; competition; changes in business strategy or
development plans; the high leverage of the Company; 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 the Company; and other factors referenced in the Companys
filings with the Securities and Exchange Commission.Given these uncertainties,
readers are cautioned not to place undue reliance on such forward-looking
statements.The Company disclaims any obligation to update any such factors or
to publicly announce the result of any revisions to any of the forward-looking
statements contained herein to reflect future results, events or developments.

The following is a discussion and analysis of the consolidated financial
condition and results of operations of the Company and should be read in
conjunction with the Companys condensed consolidated financial statements and
notes thereto and other financial information included herein and in the
Companys annual report on Form 10-K for the year ended December 31, 2000.

Overview

Western Wireless Corporation (the Company) provides cellular
communications services in 19 western states under the Cellular One brand name
principally through the ownership and operation of cellular wireless systems.
The operations are primarily in rural of areas due to the Companys belief that
there are certain strategic advantages to operating in these areas. The Company
owns FCC licenses to provide such services in 18 Metropolitan Service Areas
(MSA) and 88 Rural Service Areas (RSA).
During the third quarter of 2001, The
Company acquired 10 MHZ personal communication services (PCS) licenses for the
Clovis, New Mexico, Amarillo, Texas and Liberal, Kansas Basic Trading Areas.

During 2001, the Company began migrating certain portions of its domestic
wireless network from analog to a CDMA digital platform, focusing first on MSAs.
The Company will continue to offer analog and TDMA digital services, but
believes that most wireless carriers in the United States will ultimately
utilize GSM and CDMA based digital technology in the future. At September 30,
2001, the Company had launched digital service in 14 of its 18 MSAs and 30 of
its 88 RSAs. The Company has focused on migrating its high minute of use
subscribers to the new CDMA digital platform by offering them free or discounted
handsets.

At September 30, 2001, the Company owned approximately 98% of Western
Wireless International 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 nine countries.

WWI owns wireless licenses in ten foreign countries with a controlling
interest in seven of these countries. An operational status by country follows:

|                             |  |                        |  |             |  |          
|---------------------------- |  | ---------------------- |  | ----------- |  | ---------
|Consolidated Investments (1) |  | Equity Investments (1)
|                             |  |                       
|Country                      |  | Status                 |  | Country     |  | Status   
|                             |  |                        |  |             |  |          
|Austria (2)                  |  | Operating              |  | Ivory Coast |  | Operating
|Ireland (3)                  |  | Operating              |  | Croatia     |  | Operating
|Bolivia (4)                  |  | Operating              |  | Georgia     |  | Operating
|Iceland (4)                  |  | Operating              |  |             |  |          
|Ghana (4)                    |  | Operating              |  |             |  |          
|Haiti (4)                    |  | Operating              |  |             |  |          
|Slovenia (5)                 |  | Under Construction     |  |             |  |          



---

|(1) |  | U.S. headquarters functions and majority owned European
consolidated joint ventures are recorded as of the date of the
financial statements. Consolidated joint ventures in Africa, South
America and the Caribbean along with all non-controlling equity
joint ventures are recorded on a one-quarter lag.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | On June 29, 2001 WWI acquired 100% of the shares of tele.ring
Telekom Service GmbH (tele.ring), a provider of GSM mobile,
Internet, and fixed-line services in Austria, from a subsidiary of
Vodafone Group Plc.                                                                                           
|   
|   
|   
|   
|(3) |  | Ireland launched services in February 2001.                                                                                                                                                                                                                                                                

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##### Table of Contents



|(4) |  | WWI began consolidating Bolivia, Iceland, Ghana and Haiti during
2000 as a result of acquiring additional ownership interest. The
Company eliminated the one-quarter lag and brought the results of
Iceland current in the third quarter of 2001 to be consistent with
its other European consolidated joint ventures.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(5) |  | The Slovenian license was awarded in November 2000 and granted in January 2001.                                                                                                                                                                                                                                       

Results of Domestic Operations for the Three and Nine Months Ended September 30, 2001 and 2000

The Company had 1,157,500 domestic subscribers at September 30, 2001. This
represents an increase of 41,000 or 3.7% from June 30, 2001. The Company had
976,500 domestic subscribers at September 30, 2000, representing an increase of
46,000 or 4.9% from June 30, 2000.

The following table sets forth certain financial data as it relates to the
Companys domestic operations:

(Dollars in thousands)

|                    |                                    |                          |        |                    |         |                   |        |         |         |      |         |         |         |   |         |         |         | 
|------------------- | ---------------------------------- | ------------------------ | ------ | ------------------ | ------- | ----------------- | ------ | ------- | ------- | ---- | ------- | ------- | ------- | - | ------- | ------- | ------- | 
|                    |                                    |                          |        | Three Months Ended |         | Nine Months Ended
|                    |                                    |                          |        | September 30,      |         | September 30,    
|                    |                                    |                          |        |                    |         |                  
|                    |                                    |                          |        | 2001               |         | 2000              |        | 2001    |         | 2000
|                    |                                    |                          |        |                    |         |                   |        |         |         |     
|Revenues:           |                                    |                          |        |                    |         |                   |        |         |         |      |         |         |         |   |         |        
|                    | Subscriber revenues                |                          | $      | 157,093            |         |                   | $      | 144,374 |         |      | $       | 467,182 |         |   | $       | 400,837 |        
|                    | Roamer revenues                    |                          |        | 60,228             |         |                   |        | 62,825  |         |      |         | 189,941 |         |   |         | 161,977 |        
|                    | Equipment
sales and other revenues |                          |        | 14,575             |         |                   |        | 9,340   |         |      |         | 34,111  |         |   |         | 25,726  |        
|                    |                                    |                          |        |                    |         |                   |        |         |         |      |         |         |         |   |         |        
|                    |                                    | Total revenues           |        | $                  | 231,896 |                   |        | $       | 216,539 |      |         | $       | 691,234 |   |         | $       | 588,540 | 
|                   
|Operating expenses: |                                    |                          |        |                    |         |                   |        |         |         |      |         |         |         |   |         |        
|                    | Cost of service                    |                          | $      | 48,648             |         |                   | $      | 48,075  |         |      | $       | 145,832 |         |   | $       | 125,522 |        
|                    | Cost of equipment sales            |                          |        | 23,400             |         |                   |        | 11,353  |         |      |         | 52,544  |         |   |         | 31,321  |        
|                    | General and administrative         |                          |        | 42,049             |         |                   |        | 36,092  |         |      |         | 126,779 |         |   |         | 107,217 |        
|                    | Sales and marketing                |                          |        | 32,319             |         |                   |        | 32,248  |         |      |         | 94,627  |         |   |         | 89,834  |        
|                    | Depreciation and amortization      |                          |        | 50,621             |         |                   |        | 29,918  |         |      |         | 135,213 |         |   |         | 88,676  |        
|                    | Stock based compensation           |                          |        | 1,325              |         |                   |        | 2,928   |         |      |         | 3,701   |         |   |         | 7,242   |        
|                    |                                    |                          |        |                    |         |                   |        |         |         |      |         |         |         |   |         |        
|                    |                                    | Total operating expenses |        | $                  | 198,362 |                   |        | $       | 160,614 |      |         | $       | 558,696 |   |         | $       | 449,812 | 
|                   
|EBITDA              |                                    | $                        | 85,480 |                    |         | $                 | 88,771 |         |         | $    | 271,452 |         |         | $ | 234,646 |        

Domestic Revenues

The increase in subscriber revenues for the three and nine month periods
ended September 30, 2001 compared to the same periods one year ago is primarily
due to the growth in the number of the Companys average domestic subscribers
partially offset by a decrease in the average revenue per unit (ARPU). ARPU
was $46.05 for the three months ended September 30, 2001, a $4.42 decline from
$50.47 for the three months ended September 30, 2000. ARPU was $47.04 for the
nine months ended September 30, 2001, a $2.14 decline from $49.18 for the nine
months ended September 30, 2000. Management believes that the Companys launch
of CDMA digital technology in its markets will slow the decline in ARPU in
future periods.

The slight decrease in roamer revenue for the three months ended September
30, 2001, 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) offset by an increase in roaming traffic on the
Companys network. On June 1, 2001, the Company signed a one year extension of
its roaming agreement through June 15, 2002 with AT&T Wireless, its
largest roaming partner, at a lower per minute rate than the prior agreement. The
increase in domestic roamer revenue for the nine months ended September 30, 2001
is due mainly to an increase in roaming traffic on the Companys network.
Management expects roaming revenues and roaming minutes of use to be
approximately the same in the fourth quarter of 2001 compared to the third
quarter of 2001.

Equipment sales and other revenues for the three and nine months ended
September 30, 2001, which consist primarily of wireless handset and accessory
sales to customers, increased compared to the three and nine months ended
September 30, 2000 due mainly to an increase in gross domestic subscriber
additions. As the Company converts more of its cell site capacity from analog to
digital, the Company will sell more digital, dual-mode and tri-mode handsets.
The Company expects that it will sell these handsets at a higher price than
analog handsets.

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Domestic Operating Expenses

The increase in cost of service for the three and nine month periods ended
September 30, 2001 compared to the same periods one year ago is mainly
attributable to the increased costs of maintaining the Companys expanding
domestic wireless network to support an increase in the number of subscriber and
roamer minutes of use. Cost of service per minute of use (MOU) decreased to
$0.04 and $0.05 per MOU for the three and nine months ended
September 30, 2001, respectively, compared to $0.06 for the same periods in 2000. The decrease in cost of service
per MOU is due mainly to fixed cost components increasing at a slower rate than
variable costs on a per minute basis. The Company expects cost of service
dollars to continue to increase in future periods as a result of the growing
subscriber base and the increase in other carriers customers roaming on its
network. Cost of service per MOU is expected to continue to gradually decline as
greater economies of scale continue to be realized.

General and administrative costs increased for both the three and nine month
periods ended September 30, 2001 compared to the same periods one year ago due
mainly to an increase in costs associated with supporting a larger subscriber
base. The Companys general and administrative monthly cost per domestic average
subscriber decreased to $12.33 from $12.62 for the three month period ended
September 30, 2001 and September 30, 2000, respectively. The Companys general
and administrative monthly cost per average subscriber for the nine months ended
September 30, 2001, decreased to $12.77 from $13.15 compared to the same period
in 2000. The per-subscriber decreases are mainly a result of efficiencies gained
from the growing subscriber base. Management anticipates cost efficiencies to
continue on a per domestic subscriber basis in future periods.

The increase in sales and marketing costs for the three and nine month
periods ended September 30, 2001 compared to the same periods one year ago is
primarily due to the increase in domestic gross subscriber additions. Sales and
marketing cost per net subscriber added, including the loss on equipment sales,
increased to $1,110 for the three months ended September 30, 2001, compared to
$779 for the same period in 2000. Sales and marketing cost per net subscriber
added, including the loss on equipment sales, for the nine months ended
September 30, 2001 increased to $1,122 compared to $759 for the same period in
2000. This increase is primarily due to a growth in disconnected subscribers
causing the increase in costs to be spread over fewer domestic net subscriber
additions. The growth in disconnected subscribers is a result of an increase in
the churn rate (representing customer attrition) applied to the larger
subscriber base. Management believes churn is a trailing indicator. Some factors
impacting churn are latent billing system issues from the conversion in the
first quarter of 2001 and network capacity issues currently being alleviated by
the Companys CDMA deployment. Management believes churn will gradually decline
over the remainder of the year with the further deployment of CDMA technology in
its markets and continued maturity of its billing system.

Cost of equipment sales increased for both the three and nine months
ended September 30, 2001 compared to the same periods in 2000 due partly to an
increase in handsets sold. Free and discounted handsets associated with the
migration of existing customers from analog service to digital service also
contributed to the increase in the cost of equipment sales. The Company expects
that the cost for its handsets will be higher than in the past as it continues
to sell a product mix that includes more digital, dual-mode and tri-mode
handsets, which typically have a higher cost than analog handsets. Further,
management plans on continuing to incent its existing high minute of use
subscribers to migrate to the Companys digital platforms by offering them free
or discounted handsets. Although subscribers generally are responsible for
purchasing or otherwise obtaining their own handsets, the Company has
historically sold handsets below cost to respond to competition and general
industry practice and expects to continue to do so in the future.

The increase in depreciation and amortization expense for both the three and
nine months ended September 30, 2001 compared to the same periods in 2000 is
mainly attributable to the growth of domestic wireless communication system
assets. As the Company continues to add wireless infrastructure to service its
growing domestic subscriber base, management anticipates depreciation and
amortization expenses will increase in future periods.

Over time, the Company expects that it will require fewer analog radios as
its domestic subscriber base migrates to digital service. As a result of this
planned migration, the Company has reevaluated the estimated remaining life of
analog equipment, and has accordingly adjusted its depreciation schedule. The
remaining estimated impact of this change is approximately $10 million to
domestic depreciation expense spread into 2003.

Domestic EBITDA

EBITDA represents operating income before depreciation, amortization and
stock based compensation for the Companys operations. Management believes
EBITDA provides meaningful additional information on the Companys operating
results and on its ability to service its long-term debt and other fixed
obligations, and to fund the Companys continued growth. EBITDA is considered by
many financial analysts to be a meaningful indicator of an entitys ability to
meet its future financial obligations, and growth in EBITDA is considered to be
an indicator of future profitability, especially in a capital-intensive industry
such as wireless telecommunications. EBITDA should not be construed as an
alternative to 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, the Companys presentation may not be
comparable to other similarly titled measures of other companies.

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Domestic EBITDA for the Company decreased for the three months ended
September 30, 2001 compared to the three months ended
September 30, 2000 due to a
decrease in roaming revenues and an increase in the loss on
equipment sales, partially offset by cost
efficiencies on a per subscriber and MOU basis. Domestic EBITDA for the nine
months ended September 30, 2001 increased compared to the same period one year
ago due mainly to increased subscriber and roaming revenues and cost efficiencies related to
the increased subscriber base partially offset by an increase in loss
on equipment sales.

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##### Table of Contents



Results of International Operations for the Three and Nine Months Ended September 30, 2001 and 2000

The Companys international consolidated operations offer postpaid and
prepaid mobile services in Ireland, Iceland, Austria, Bolivia and Haiti and
fixed line service in Austria and Ghana. The Company had 445,300 international
customers at September 30, 2001. This represents an increase of 280,000 and
359,800 compared to June 30, 2001 and December 31, 2000, respectively. The
increase in customers is due mainly to 187,200 customers acquired in the
acquisition of tele.ring at the end of June 2001. In addition, the Companys
consolidated international operations had net additions during the three and
nine month period ending September 30, 2001 of 92,800 and 172,600, respectively.
As of September 30, 2001, approximately 60% of the Companys consolidated
international customers are prepaid customers.

(Dollars in thousands)

|                    |                                    |                          |   |                    |         |                   |   |        |        |      |   |         |         |  |   |        |        | 
|------------------- | ---------------------------------- | ------------------------ | - | ------------------ | ------- | ----------------- | - | ------ | ------ | ---- | - | ------- | ------- |  | - | ------ | ------ | 
|                    |                                    |                          |   | Three Months Ended |         | Nine Months Ended
|                    |                                    |                          |   | September 30,      |         | September 30,    
|                    |                                    |                          |   |                    |         |                  
|                    |                                    |                          |   | 2001               |         | 2000              |   | 2001   |        | 2000
|                    |                                    |                          |   |                    |         |                   |   |        |        |     
|Revenues:           |                                    |                          |   |                    |         |                   |   |        |        |      |   |         |         |  |   |       
|                    | Subscriber revenues                |                          | $ | 43,042             |         |                   | $ | 2,191  |        |      | $ | 64,593  |         |  | $ | 4,449  |       
|                    | Roamer revenues                    |                          |   | 3,207              |         |                   |   |        |        |      |   | 4,530   |         |  |   |        |       
|                    | Fixed-line revenues                |                          |   | 14,104             |         |                   |   | 577    |        |      |   | 14,485  |         |  |   | 1,130  |       
|                    | Equipment sales and other
revenues |                          |   | 5,588              |         |                   |   | 1,340  |        |      |   | 12,031  |         |  |   | 3,717  |       
|                    |                                    |                          |   |                    |         |                   |   |        |        |      |   |         |         |  |   |       
|                    |                                    | Total revenues           |   | $                  | 65,941  |                   |   | $      | 4,108  |      |   | $       | 95,639  |  |   | $      | 9,296  | 
|                    |                                    |                          |   |                    |         |                   |   |        |        |     
|Operating expenses: |                                    |                          |   |                    |         |                   |   |        |        |      |   |         |         |  |   |       
|                    | Cost of service                    |                          | $ | 44,573             |         |                   | $ | 1,670  |        |      | $ | 61,918  |         |  | $ | 3,372  |       
|                    | Cost of equipment sales            |                          |   | 9,525              |         |                   |   | 278    |        |      |   | 17,512  |         |  |   | 537    |       
|                    | General and administrative         |                          |   | 22,524             |         |                   |   | 4,417  |        |      |   | 41,307  |         |  |   | 9,921  |       
|                    | Sales and marketing                |                          |   | 25,000             |         |                   |   | 532    |        |      |   | 44,263  |         |  |   | 952    |       
|                    | Depreciation and amortization      |                          |   | 6,799              |         |                   |   | 1,038  |        |      |   | 17,511  |         |  |   | 2,199  |       
|                    | Stock based compensation           |                          |   | 2,764              |         |                   |   | 5,197  |        |      |   | 12,635  |         |  |   | 9,383  |       
|                    |                                    |                          |   |                    |         |                   |   |        |        |      |   |         |         |  |   |       
|                    |                                    | Total operating expenses |   | $                  | 111,185 |                   |   | $      | 13,132 |      |   | $       | 195,146 |  |   | $      | 26,364 | 
|                    |                                    |                          |   |                    |         |                   |   |        |        |     
|Other data:         |                                    |                          |   |                    |         |                   |   |        |        |      |   |         |         |  |   |       
|                    | EBITDA International               |                          | $ | (35,681            | )       |                   | $ | (2,789 | )      |      | $ | (69,361 | )       |  | $ | (5,486 | )     

International Revenues

The increases in subscriber revenues for both the three and nine month
periods ended September 30, 2001 compared to the same periods in 2000 are
primarily due to the inclusion of subscriber of revenue generated by tele.ring
which was acquired by the Company at the end of June 2001. In addition,
effective in the third quarter of 2000, the Company consolidated subscriber revenue
generated by the Companys Icelandic operations that were previously accounted
for as an equity investment. Further, the Company has launched service in
Ireland and Bolivia since the third quarter of 2000.

The increase in roamer revenues for both the three and nine months ended
September 30, 2001 compared to the same periods last year is primarily due to
the inclusion of roamer revenue generated by tele.ring which was acquired by the
Company at the end of June 2001 and the launch of Ireland.

Fixed-line revenues increased for the three and nine month periods as a
result of inclusion of fixed-line revenue generated by tele.ring, which was
acquired by the Company 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 and nine months ended
September 30, 2001 compared to the same periods in 2000 primarily due to an
increase in gross international customer additions as a result of the launch of
services in Ireland and Bolivia and the consolidation of the Companys Icelandic
operations that were previously accounted for as an equity investment. The
Company anticipates continued growth in international equipment sales as a
result of increases in mobile customer additions.

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International Operating Expenses

Cost of service expenses, cost of equipment sales, and depreciation and
amortization expenses represent the expenses incurred by the Companys
operational consolidated international markets. Two of the Companys
international consolidated markets were operational during the entire nine
months ended September 30, 2000. The Companys Icelandic operations were
consolidated during the third quarter of 2000 after having been previously
accounted for as an equity investment. Since the third quarter of 2000, the
Companys international operations in Ireland and Bolivia became operational and
the Company acquired tele.ring at the end of June 2001. Accordingly, cost of
service expenses, cost of equipment sales, and depreciation and amortization
expenses increased for the three and nine month periods ended September 30, 2001
over the same periods in 2000. Similarly, general and administrative costs
increased due to the costs associated with supporting the additional markets in
which the Company has majority-owned international operations and sales and
marketing costs increased as a result of the effort to increase net subscriber
additions. As the Companys international majority-owned operating markets
increased from two in the third quarter of 2000 to six as of September 30, 2001,
the period over period trend is not necessarily indicative of future trends. As
the Company continues to add subscribers and expand its wireless footprint in
its consolidated international markets, these international operating expenses
are expected to continue to increase.

The increase in stock-based compensation results mainly from the
appreciation of stock appreciation rights (SARs) issued by WWI.

International EBITDA

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

International EBITDA for the Companys consolidated subsidiaries, which
represents pre-operating costs in Slovenia and operations in existing markets,
declined for the three and nine months ended September 30, 2001 compared to the
same periods in 2000 due to the inclusion of tele.rings results of operations,
the consolidation of the Companys Icelandic operations and the launch of operations in Bolivia and Ireland in
the fourth quarter of 2000 and the second quarter of 2001, respectively. Management
expects international negative EBITDA to continue to be negatively impacted
throughout 2001 as a result of continued growth in existing markets and the
launch of operations in Slovenia.

Consolidated Other Expense

Consolidated interest and financing expense was flat at $42.7 million for
the three months ended September 30, 2001. Consolidated interest expense
increased to $125.6 million for the nine months ended September 30, 2001 from
$108.7 million for the same period in 2000. The year to date increase is due to
a rise in average long-term debt, partially offset by a decrease in the
Companys weighted average interest rate. Long-term debt was incurred primarily
to fund the Companys acquisition of wireless properties and to fund
international projects through WWI. For the three months and nine months ended
September 30, 2001, the domestic weighted average interest rates paid to third
parties were 7.9% and 8.2%, respectively. For the three months and nine months
ended September 30, 2000, the domestic weighted average interest rates paid to
third parties were 9.6% and 9.2%, respectively. For the three months and nine
months ended September 30, 2001, the consolidated international weighted average
interest rates paid to third parties were 8.2% and 9.2%, respectively.

The increase in other expense results mainly from realized non-cash losses
on interest rates hedges as a result of falling interest rates.

Consolidated Liquidity and Capital Resources

The Company has 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 September 30, 2001, $1.6
billion was outstanding under the Credit Facility. Based on
September 30, 2001 covenant analysis, the Company had approximately
$480 million available to borrow under the Credit Facility. Substantially all the assets of the Company
are pledged as security for such indebtedness. The terms of the Credit Facility
restrict, among other things, the sale of assets, distribution of dividends or
other distributions and loans.

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 capital financing cash needs. At
September 30, 2001, tele.ring had drawn approximately
$45 million. The remaining 100 million euro of the facility
becomes available in equal amounts on January 1, 2002 and April 1,
2002.

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In April 2001, Meteor Mobile Communications Limited (MMC), a subsidiary
of WWI, entered into a bridge loan facility agreement (the Irish Bridge Loan)
to provide funding for the development and operation of MMCs network in
Ireland. The aggregate amount available under the Irish Bridge Loan at inception
is approximately 37 million euro increasing quarterly up to 75 million euro in
January 2002, based on certain covenants. Currently, MMC has drawn approximately
$18 million and based on certain covenants there is no available borrowing
capacity.

Effective October 2000, NuevaTel, S.A. (NuevaTel), a subsidiary of WWI,
entered into a bridge loan facility agreement to provide funding for the build
out and implementation of NuevaTels network in Bolivia. 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
September 30, 2001, NuevaTel had drawn approximately $21 million against this
bridge loan facility. Based on purchase order commitments, there were no
available borrowings at September 30, 2001.

For the remainder of 2001, the Company expects to spend approximately $115
million for the continued expansion of its domestic cellular infrastructure.

Funding for WWI consolidated joint ventures, including Austria, is expected
to be approximately $100 million for the remainder of 2001. Of this amount,
approximately $60 million relates to capital and $40 million relates to working
capital. Funding for consolidated WWI joint ventures will come from debt at the
operating joint venture level and investments from the Company and owners of
minority interests in WWI consolidated entities.

The Company will utilize domestic operating cash flow, the Credit Facility,
and other sources of funding, as discussed above, for purposes of funding its
domestic and international activities. In addition, wherever viable, the Company
intends to seek financing at the international joint venture level.

Net cash provided by operating activities was $112.1 million for the nine
months ended September 30, 2001. Adjustments to the $103.7 million net loss to
reconcile to net cash used in operating activities included: (i) $154.8 million
of depreciation and amortization; (ii) $14.9 million minority interest in losses
of consolidated subsidiaries; (iii) $22.6 million loss on hedges; (iv) $8.0
million gain on sale of marketable securities; (v) $5.6 million cumulative
change in accounting principle; and (vi) $16.3 million for stock based
compensation. Net cash provided by operating activities was $105.9 million for
the nine months ended September 30, 2000.

Net cash used in investing activities was $295.6 million for the nine months
ended September 30, 2001. Investing activities for such period consisted
primarily of: (i) $248.3 million in purchases of property and equipment of which
$97.9 million was related to WWI; (ii) $33.5 million in additions to license
costs and other intangibles; (iii) $26.6 million in proceeds from the sale of
marketable securities; (iv) a $24.5 million payment to VoiceStream Wireless; and
(v) a $14.1 million purchase of minority interest in WWI. Net cash used in
investing activities was $387.5 million for the nine months ended September 30,
2000.

Net cash provided by financing activities was $236.2 million for the nine
months ended September 30, 2001. Financing activities for such period consisted
primarily of: (i) additions to long-term debt of $650.1 million for the
continued expansion of the Companys cellular infrastructure and to fund
international joint ventures through WWI; (ii) repayments of long term debt
amounting to $440.0 million; and (iii) $22.1 million in minority interest
contributions. Net cash provided by financing activities was $262.3 million for
the nine months ended September 30, 2000.

In the ordinary course of business, the Company continues to evaluate
acquisition opportunities, joint ventures and other potential business
transactions. Such acquisitions, joint ventures and business transactions may be
material. Such transactions may also require the Company to seek additional
sources of funding through the issuance of additional debt and/or additional
equity at the parent or subsidiary level. There can be no assurance that such
funds will be available to the Company on acceptable or favorable terms.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Companys earnings are affected by changes in short-term interest rates
mainly 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.
The Company also has fixed rate debt under the Senior Notes at 10.5%. As part of
its risk management program, the Company utilizes interest rate caps, swaps and
collars to hedge variable rate interest risk on the Credit Facility. The
following table provides information as of September 30, 2001, about the
Companys long-term debt and derivative financial instruments that are sensitive
to changes in interest rates (in millions):

|                                                                                                                           |               |  |                        |  |      |   |      |      |      |   |       |       |            |   |       |       |            |   |      |       |  |  |   |         |  |   |       |         |  |   |       |         | 
|-------------------------------------------------------------------------------------------------------------------------- | ------------- |  | ---------------------- |  | ---- | - | ---- | ---- | ---- | - | ----- | ----- | ---------- | - | ----- | ----- | ---------- | - | ---- | ----- |  |  | - | ------- |  | - | ----- | ------- |  | - | ----- | ------- | 
|                                                                                                                           |               |  | Expected maturity date
|                                                                                                                           |               |  |                       
|                                                                                                                           |               |  | 2001                   |  | 2002 |   | 2003 |      | 2004 |   | 2005  |       | Thereafter |   | Total |       | Fair Value
|                                                                                                                           |               |  |                        |  |      |   |      |      |      |   |       |       |            |   |       |       |           
|Liabilities:                                                                                                               |               |  |                        |  |      |   |      |      |      |   |       |       |            |   |       |       |            |   |      |       |  |  |   |         |  |   |       |         |  |   |       |        
|Maturities of long-
term debt:                                                                                             |               |  |                        |  |      |   |      |      |      |   |       |       |            |   |       |       |            |   |      |       |  |  |   |         |  |   |       |         |  |   |       |        
|                                                                                                                           | Variable Rate |  |                        |  |      |   | $    | 26.9 |      |   | $     | 113.5 |            |   | $     | 212.2 |            |   | $    | 268.8 |  |  | $ | 1,098.9 |  |   | $     | 1,720.3 |  |   | $     | 1,720.3 | 
|                                                                                                                           | Fixed Rate    |  |                        |  |      |   |      |      |      |   |       |       |            |   |       |       |            |   |      |       |  |  |   | 400.0   |  |   |       | 400.0   |  |   |       | 410.0   | 
|Interest Rate
Derivatives:                                                                                                 |               |  |                        |  |      |   |      |      |      |   |       |       |            |   |       |       |            |   |      |       |  |  |   |         |  |   |       |         |  |   |       |        
|Financial
instruments
related to debt                                                                                      |               |  |                        |  |      |   |      |      |      |   |       |       |            |   |       |       |            |   |      |       |  |  |   |         |  |   |       |         |  |   |       |        
|Interest rate caps:                                                                                                        |               |  |                        |  |      |   |      |      |      |   |       |       |            |   |       |       |            |   |      |       |  |  |   |         |  |   |       |         |  |   |       |        
|Notional amounts
outstanding at
the beginning of
the year                                                                  |               |  |                        |  |      | $ | 25.0 |      |      |   |       |       |            |   |       |       |            |   |      |       |  |  |   |         |  | $ | 25.0  |         |  | $ | 0.0   |        
|                                                                                                                          
|The interest rate caps effectively lock $25.0 million of the Companys Credit
Facility at 7.5%.                           
|                                                                                                                          
|Interest rate collars:                                                                                                     |               |  |                        |  |      |   |      |      |      |   |       |       |            |   |       |       |            |   |      |       |  |  |   |         |  |   |       |         |  |   |       |        
|Notional amounts
outstanding at
the beginning of
the year                                                                  |               |  |                        |  |      |   |      |      |      | $ | 245.0 |       |            | $ | 55.0  |       |            |   |      |       |  |  |   |         |  | $ | 300.0 |         |  | $ | (16.8 | )      
|                                                                                                                          
|The interest rate collars effectively lock $300 million of the Companys Credit
Facility borrowings between 6.5% and 7.8%.
|                                                                                                                          
|Interest rate swaps:                                                                                                       |               |  |                        |  |      |   |      |      |      |   |       |       |            |   |       |       |            |   |      |       |  |  |   |         |  |   |       |         |  |   |       |        
|Notional amounts
outstanding at
the beginning of
the year                                                                  |               |  |                        |  |      |   |      |      |      | $ | 70.0  |       |            | $ | 300.0 |       |            | $ | 25.0 |       |  |  |   |         |  | $ | 395.0 |         |  | $ | (21.4 | )      

The interest rate swaps effectively lock $395 million of the Companys Credit
Facility borrowings between 4.9% and 6.8%.

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##### Table of Contents






PART II  OTHER INFORMATION




Item 1. Legal Proceedings

There are no material, pending legal proceedings to which the Company or
any of its 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) |  | None.                                                                                                                                                                                                                                                             
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | Reports on Form 8-K                                                                                                                                                                                                                                               
|
| |     |  | A Form 8-K was filed on July 16, 2001, reporting on Western
Wireless International Corporations acquisition of the stock of
an Austrian subsidiary of Vodafone Group plc.                                                                                        
|
| |     |  | A Form 8-K was filed on August 13, 2001, reporting the Companys
financial and operating results for the second quarter ended June
30, 2001                                                                                                                       
|
| |     |  | A Form 8-K was filed on August 29, 2001, reporting a change in
the Companys certifying accountant.                                                                                                                                                               
|
| |     |  | A Form 8-K/A was filed on September 20, 2001, providing financial
statements, pro forma financial information, and exhibits with
respect to Western Wireless International Corporations
acquisition of the stock of an Austrian subsidiary of Vodafone
Group plc.

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##### Table of Contents






SIGNATURES

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

Western Wireless Corporation

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

Dated: November 13, 2001

24