8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 2, 2004

WESTERN WIRELESS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Washington

(State or Other Jurisdiction of Incorporation)

000-28160	91-1638901
(Commission File Number)	(IRS Employer Identification No.)
3650 131st Avenue S.E. Bellevue, Washington	98006
(Address of Principal Executive Offices)	(Zip Code)

(425) 586-8700

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 2.02 Results of Operations and Financial Condition.
	Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT 99.1
EXHIBIT 99.2

Item 2.02 Results of Operations and Financial Condition.

     On November 8, 2004, Western Wireless Corporation issued a press release, a copy of which is attached as Exhibit 99.1 hereto and incorporated herein by reference, announcing, among other things, its financial results for the third quarter of 2004.

     Item 4.02 below and the press release issued by Western Wireless on November 2, 2004, a copy of which is attached as Exhibit 99.2 hereto, are incorporated herein by reference and contain, among other things, information about adjustments to Western Wireless’ financial statements for the fiscal quarters ended June 30 and March 31, 2004 and for the fiscal years ended December 31, 2003, 2002, and 2001.

     The information furnished under Item 2.02 of this Current Report on Form 8-K, including the exhibits attached as Exhibits 99.1 and 99.2 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information and exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933, except as expressly set forth by specific reference to such filing.

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

(a)     During the preparation of Western Wireless Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, Western Wireless determined that the accounting for certain direct labor costs associated with network construction at its international operations required correction. In discussions with PricewaterhouseCoopers, LLP, Western Wireless’ independent registered public accounting firm, and its Audit Committee, Western Wireless’ management determined that certain of these costs should have been capitalized in prior periods. If these corrections for prior periods were made in the third quarter of 2004 the cumulative impact of these corrections would have resulted in a material increase to Western Wireless’ net income for the third quarter of 2004. As a result, Western Wireless will file a Form 10-K/A for the year ended December 31, 2003 containing restated financial information reflecting adjustments to the Company’s previously reported financial information in its Form 10-Ks for the years ended December 31, 2003, 2002 and 2001. Western Wireless will also file two Form 10-Q/As containing restated financial information reflecting adjustments to the Company’s previously reported financial information in its Form 10-Qs for the quarters ended June 30 and March 31, 2004.

     The restated financial information in the Form 10-K/A and the Form 10-Q/As will also reflect other corrections which taken together were not significant enough to otherwise necessitate a restatement for the affected periods. These corrections include adjustments for (i) the capitalization of interest and financing expenses associated with certain of Western Wireless’ international operations during 2001; (ii) the increase of cash and cash equivalents and accounts payable, by the same amounts, in the 2001 and 2002 balance sheets; (iii) the reclassification to cash and cash equivalents of certain cash which had been considered

restricted and recorded as prepaid expenses and other current assets in 2002; (iv) the recognition in the first quarter of 2003 of an incremental impairment (and the tax effects related thereto) originally recorded in the fourth quarter of 2003 arising from disposition of Western Wireless’ Arizona 6 RSA; (v) the recognition of interconnection revenue and related expenses by certain of Western Wireless’ international operations in the fourth quarter of 2003 previously recognized in the first quarter of 2004; (vi) the reclassification of a portion of activation fee revenue from subscriber revenue to equipment revenue in the third and fourth quarters of 2003; (vii) the recognition and recording of withholding tax on certain international management fee revenue in 2003; and (viii) the reclassification of non-cash charges related to certain interest rate hedges from other comprehensive income to the first quarter of 2004 previously recognized in the fourth quarter of 2003. These adjustments and capitalization of the direct labor costs referenced above have also resulted in adjustments to depreciation, amortization and accretion expense; minority interests; foreign currency translation; and the provision for income taxes.

     The impact of these adjustments on a cumulative basis will decrease Western Wireless’ net losses by $1.9 million and $6.2 million, respectively, for the years ended December 31, 2002 and 2001; increase net loss by $2.4 million for the year ended December 31, 2003; and increase net income by $4.8 million and $0.4 million, respectively, for the quarters ended March 31 and June 30, 2004.

     Accordingly, on November 2, 2004, Western Wireless concluded that the financial statements being restated should no longer be relied upon.

     The audit committee has discussed with PricewaterhouseCoopers LLP, Western Wireless’ independent registered public accounting firm, the matters disclosed in this report.

     Western Wireless will file a Form 12b-25 with the Securities and Exchange Commission extending the time to file its Quarterly Report on Form 10-Q for the third quarter of 2004 to November 15, 2004, and currently expects to file this Quarterly Report together with the amendments referred to above not later than that day.

Item 9.01 Financial Statements and Exhibits

99.1	Press Release dated November 8, 2004
99.2	Press Release dated November 2, 2004

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 hereunto duly authorized.

	WESTERN WIRELESS CORPORATION (Registrant)
Date: November 8, 2004	By:	/s/ Jeffrey A. Christianson
		Jeffrey A. Christianson
		Senior Vice President and General Counsel

EX-99.1

EXHIBIT 99.1

For Release 1:00 PM PST
NOVEMBER 8, 2004

	Western Wireless Corporation
	3650 131st Ave. SE
	Bellevue, WA 98006
	(425) 586-8700

Western Wireless Announces Third Quarter 2004 Financial Results

     BELLEVUE, WA (November 8, 2004) – Western Wireless Corporation (NASDAQ: WWCA), a leading provider of wireless communications services to rural America, announced today its operating results for the quarter ended September 30, 2004.

     Western Wireless reported consolidated total revenues of $497 million, an increase of 24% over the third quarter of 2003. Consolidated net income for the quarter was $30 million, or $0.30 per diluted share. This compares to a net loss of $19 million, or $(0.23) per diluted share, for the same quarter last year. Consolidated Adjusted EBITDA grew to $173 million for the quarter, a 33% increase from the same quarter last year (see attached schedule of Adjustments to Reconcile Net Income (Loss) to Adjusted EBITDA).

     “Third quarter reflects accelerated growth in both international and domestic operations and continued strong financial performance” said John W. Stanton, Chairman and Chief Executive Officer of Western Wireless Corporation. “The strong growth in customers and another record quarter in financial performance of our international operations reflect the strength of our market position across our international portfolio. We accelerated domestic subscriber growth, achieving the highest level of customer additions in three years and further cemented relationships with some of our key roaming partners. We also took important steps during the quarter to further strengthen our financial position by raising $200 million in proceeds through the sale of additional shares in August.”

Third Quarter Highlights

>	Consolidated net income was $30 million, or $0.30 per diluted share. This is an increase from a net loss of $19 million in the third quarter of 2003, or $(0.23) per diluted share.
>	Domestic net subscriber additions for the quarter were 28,400, an increase of 35% over third quarter of last year. Average monthly churn of 2.4% for the quarter remained flat compared to second quarter 2004 and third quarter 2003.
>	Domestic Adjusted EBITDA increased to $115 million, an increase of 2% over the third quarter of 2003.
>	Western Wireless International’s Adjusted EBITDA reached a record $58 million for the quarter, up from an Adjusted EBITDA of $17 million in the third quarter of 2003.
>	Net customer additions for Western Wireless International for the quarter were 132,200.

     Consolidated net income for the quarter includes non-cash charges that reduced net income, including a realized loss on marketable securities of $11 million, or $0.10 per diluted share, and a realized loss on interest rate hedges of $3 million, or $0.03 per diluted share.

Domestic Results

     Net customer additions increased in the third quarter to 28,400. Average monthly churn for the quarter was 2.4%, flat compared to both the second quarter of 2004 and the third quarter of 2003. Beginning with the third quarter, Western Wireless is including prepaid users in its customer base. Including prepaid users, total customers at the end of the quarter were 1,358,800. This recognizes 6,200 prepaid users that Western Wireless served at June 30, 2004 but did not previously include in its reported customer base.

     Subscriber revenues increased to $206 million, an increase of 11% over the third quarter of 2003. Monthly subscriber revenue per average subscriber for the quarter was $51.27, an increase of 2% over the third quarter of 2003.

     Roamer revenues for the third quarter were $53 million, down from $61 million for the third quarter of 2003. The decline in revenue is the result of contractual rate reductions in the third quarter, offset by growth in roamer minutes of use. Western Wireless continues to benefit from its ability to serve the national carriers, regardless of technology. As a result, roamer minutes of use on Western Wireless’ network continue to grow, up 16% over the third quarter of 2003.

     The average monthly cost of serving a subscriber (cost of service plus general and administrative expenses) was $24.65 per subscriber for the third quarter, a decrease of $0.35 per subscriber from the third quarter of 2003. Cost per gross subscriber addition (or CPGA, determined by dividing the sum of sales and marketing costs and cost of equipment sales, reduced by equipment sales, by the number of gross subscriber additions for the quarter) was $356 for the quarter, a 7% reduction from the third quarter of 2003. Western Wireless includes in its subscriber acquisition costs digital handset subsidies incurred in retaining existing subscribers. Retention costs for the quarter included in CPGA were $43.

     Capital expenditures for the quarter were $56 million. Western Wireless continued to add additional CDMA and GSM/GPRS coverage during the quarter. At the end of the quarter, approximately 77% of the population in Western Wireless’ service area had access to CDMA services. In addition, Western Wireless has completed its GSM/GPRS overlay on over 540 sites and, due to traffic demand, will provide additional GSM/GPRS coverage by the end of the year. Over 90% of Western Wireless’ network minutes are digital.

International Results

     Total revenues for Western Wireless International’s (“WWI”) six consolidated businesses were $221 million for the quarter, an increase of 57% over the third quarter of 2003. This amount includes total revenues of $152 million from tele.ring, WWI’s Austrian subsidiary, which is up from $98 million for the third quarter of 2003, an increase of 55%.

     Adjusted EBITDA for the consolidated international operations for the quarter was $58 million, compared to Adjusted EBITDA of $17 million for the third quarter of 2003. Adjusted EBITDA for tele.ring was $45 million for the third quarter. This compares to Adjusted EBITDA of $14 million for tele.ring in the third quarter of 2003.

     Net postpaid and prepaid customer additions for the consolidated international businesses totaled 132,200 for the quarter. Total customers at September 30, 2004 for the six consolidated businesses were 1,579,000. During the third quarter tele.ring added 65,000 mobile customers. At the end of the quarter, tele.ring had 841,700 mobile customers, of which 79% were postpaid subscribers. WWI’s Irish business, Meteor Mobile, added 29,500 customers during the quarter and ended the quarter with 251,600

customers. Virtually all of Meteor’s customers are prepaid. WWI also had 134,200 fixed line customers, primarily in its tele.ring operations in Austria.

Financial Statement Revisions

     As previously announced, Western Wireless has determined that the accounting for certain direct labor costs associated with network construction at Western Wireless’ international operations requires correction. In discussions with its independent registered public accounting firm, Western Wireless determined that certain of these costs should have been capitalized in prior periods and that the cumulative impact of making these corrections in the third quarter would have resulted in a material increase in reported net income for the third quarter. As a result, Western Wireless will file a Form 10-K/A for the year ended December 31, 2003 containing restated financial information reflecting adjustments to the company’s previously reported financial information in its Forms 10-K for the years ended December 31, 2003, 2002 and 2001. Western Wireless will also file two Forms 10-Q/A containing restated financial information reflecting adjustments to the company’s previously reported financial information in its Forms 10-Q for the quarters ended June 30 and March 31, 2004.

     In addition, also as previously announced, Western Wireless will correct certain other items recorded in the first and second quarters of 2004 and the years 2001 through 2003. These other corrections, taken together, would not have been significant enough to necessitate a restatement for the affected periods.

     Western Wireless is filing today a current report on Form 8-K with the Securities and Exchange Commission which includes additional information regarding these adjustments. A brief description of each of these items, along with a summary of the impact to the financial statements for each period is provided below:

– Certain direct labor costs related to network construction at Western Wireless International were originally recorded as operating expenses. Western Wireless has determined that these costs should have been capitalized and depreciated.

– Western Wireless is also making adjustments for certain other items relating to revenues and expenses recorded in the first and second quarters of 2004 and the years 2001 through 2003.

– Western Wireless is also making certain balance sheet reclassifications, none of which affect net income or loss.

Impact to Net income (loss), by period

(dollars in millions, except per share amounts)

	Six months ended		Year ended December 31,
	June 30, 2004		2003			2002			2001
Net income (loss) as originally reported	$	72.4	$	(0.3	)	$	(185.7	)	$	(155.1	)
Adjustments:
Capitalized labor, net of depreciation		1.5		1.7			3.4			3.5
Other		3.7		(4.2	)		(1.5	)		2.7
Increase (decrease)	$	5.2	$	(2.5	)	$	1.9		$	6.2
Net income (loss) as adjusted	$	77.6	$	(2.8	)	$	(183.8	)	$	(148.9	)
Basic income (loss) per share:
As originally reported	$	0.79	$	0.00		$	(2.35	)	$	(1.97	)
Increase (decrease)		0.06		(0.03	)		0.02			0.08
As adjusted	$	0.85	$	(0.03	)	$	(2.33	)	$	(1.89	)
Diluted income (loss) per share:
As originally reported	$	0.74	$	0.00		$	(2.35	)	$	(1.97	)
Increase (decrease)		0.05		(0.03	)		0.02			0.08
As adjusted	$	0.79	$	(0.03	)	$	(2.33	)	$	(1.89	)

     Western Wireless will file a Form 12b-25 with the Securities and Exchange Commission extending the time to file its Quarterly Report on Form 10-Q for the third quarter of 2004 to November 15, 2004, and currently expects to file this Quarterly Report together with the amendments referred to above not later than that day.

Conference Call

     On November 8, 2004 at 2:00 p.m. PST, Western Wireless will host a conference call to discuss third quarter results. The dial-up number for the call is 888/829-8669. The access code is the phrase “Western Wireless”. A separate dial-up replay number will be available beginning at 4:00 p.m. PST on November 8, 2004 until midnight PST on Wednesday, November 17, 2004. The replay number is 866/383-3164 and the access code is 5703. Investors can also access the live conference call and the conference call replay, as well as view this press release, through the investor relations link on the Western Wireless website at www.wwireless.com.

About Western Wireless Corporation

     Western Wireless Corporation, headquartered in Bellevue, Washington, serves over 1.3 million subscribers in 19 western states under the Cellular One® and Western

Wireless® brand names. Western Wireless and its subsidiary, Western Wireless International Corporation, serve over 1.5 million customers in six international markets, and own a minority interest in a seventh market.

     This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These include, but are not limited to, statements regarding the Company’s plans, intentions and expectations. Forward-looking statements are based on the opinions and estimates of management at the time the statements are made. Such statements are inherently subject to a variety of risks, uncertainties and other factors that could cause actual results to differ materially from those expected or implied by the forward-looking statements. These factors include general economic and business conditions nationally, internationally and in the regions and countries in which we operate; demographic changes; technology changes; increased competition; changes in business strategy or development plans; our high leverage and our ability to access capital markets; our ability to attract and retain qualified personnel; existing governmental regulations and changes in, or the failure to comply with, governmental regulations; our ability and the cost of acquiring additional spectrum licenses; and product liability and other claims asserted against us. A more extensive discussion of the risk factors that could impact these areas and the Company’s overall business and financial performance can be found in the Company’s public offering prospectuses and its reports filed with the Securities and Exchange Commission. Given these factors, investors and analysts should not place undue reliance on forward-looking statements.

For further information contact:
Investment Community:	Media:
Steve Winslow	John Snyder
Western Wireless Corporation	Snyder Investor Relations
(800) 261-5960	(206) 262-0291
steve.winslow@wwireless.com	jsnyder@snyderir.com

WESTERN WIRELESS CORPORATION
Condensed Consolidating Statements of Operations
(Dollars in thousands, except per share data)
(Unaudited )

	Three months ended September 30, 2004									Three months ended September 30, 2003
	Domestic			International			Consolidated			Domestic			International			Consolidated
													(As restated)
Revenues:
Subscriber revenues	$	206,313		$	189,872		$	396,185		$	186,353		$	105,728		$	292,081
Roamer revenues		53,103			11,773			64,876			61,107			12,258			73,365
Fixed line revenues					10,679			10,679						13,686			13,686
Equipment sales		16,180			4,685			20,865			12,549			5,941			18,490
Other revenues		473			4,369			4,842			563			3,140			3,703
Total revenues		276,069			221,378			497,447			260,572			140,753			401,325
Operating expenses:
Cost of service		46,003			85,282			131,285			44,495			64,508			109,003
Cost of equipment sales		26,050			20,409			46,459			24,110			17,418			41,528
General and administrative		53,186			26,965			80,151			48,404			20,271			68,675
Sales and marketing		35,947			30,894			66,841			31,007			21,242			52,249
Depreciation, amortization and accretion		44,001			25,362			69,363			53,506			17,868			71,374
Stock-based compensation, net					4,810			4,810
Total operating expenses		205,187			193,722			398,909			201,522			141,307			342,829
Other income (expense):
Interest and financing expense, net		(17,201	)		(17,818	)		(35,019	)		(28,801	)		(14,420	)		(43,221	)
Loss on extinguishment of debt											(16,910	)		(4,310	)		(21,220	)
Equity in net income (loss) of unconsolidated		(31	)		1,294			1,263			(31	)		935			904
affiliates, net of tax Realized loss on marketable securities		(10,974	)					(10,974	)		(3,766	)					(3,766	)
Realized gain (loss) on interest rate hedges		(1,825	)		(843	)		(2,668	)		4,431						4,431
Other, net		(948	)		(1,048	)		(1,996	)		41			(4,062	)		(4,021	)
Total other expense		(30,979	)		(18,415	)		(49,394	)		(45,036	)		(21,857	)		(66,893	)
Minority interests in net (income) loss of consolidated subsidiaries					(3,093	)		(3,093	)					135			135
Income (loss) before provision for income taxes		39,903			6,148			46,051			14,014			(22,276	)		(8,262	)
Provision for income taxes		(11,524	)		(4,168	)		(15,692	)		(9,504	)		(772	)		(10,276	)
Net income (loss)	$	28,379		$	1,980		$	30,359		$	4,510		$	(23,048	)	$	(18,538	)
Basic income (loss) per share							$	0.32								$	(0.23	)
Diluted income (loss) per share							$	0.30								$	(0.23	)
Adjusted EBITDA (1)	$	114,883		$	57,828		$	172,711		$	112,556		$	17,314		$	129,870

(1) See “Adjustments To Reconcile Net Income (Loss) To Adjusted EBITDA”

WESTERN WIRELESS CORPORATION
Condensed Consolidating Statements of Operations
(Dollars in thousands, except per share data)
(Unaudited)

	Nine months ended September 30, 2004									Nine months ended September 30, 2003
	Domestic			International			Consolidated			Domestic			International			Consolidated
													(As restated)
Revenues:
Subscriber revenues	$	591,652		$	518,558		$	1,110,210		$	522,606		$	266,702		$	789,308
Roamer revenues		154,898			36,475			191,373			163,990			35,643			199,633
Fixed line revenues					34,759			34,759						43,377			43,377
Equipment sales		45,265			16,010			61,275			33,013			11,753			44,766
Other revenues		1,445			10,371			11,816			2,217			8,430			10,647
Total revenues		793,260			616,173			1,409,433			721,826			365,905			1,087,731
Operating expenses:
Cost of service		134,649			240,700			375,349			127,224			179,973			307,197
Cost of equipment sales		74,507			62,960			137,467			65,239			46,074			111,313
General and administrative		150,692			76,441			227,133			127,956			61,035			188,991
Sales and marketing		99,123			91,322			190,445			85,959			64,605			150,564
Depreciation, amortization and accretion		125,123			66,437			191,560			158,255			51,438			209,693
Asset dispositions											4,850						4,850
Stock-based compensation, net					11,330			11,330
Total operating expenses		584,094			549,190			1,133,284			569,483			403,125			972,608
Other income (expense):
Interest and financing expense, net		(55,603	)		(49,212	)		(104,815	)		(74,833	)		(44,306	)		(119,139	)
Loss on extinguishment of debt		(16,260	)					(16,260	)		(16,910	)		(4,310	)		(21,220	)
Equity in net income (loss) of unconsolidated affiliates, net of tax		(92	)		4,287			4,195			(370	)		1,919			1,549
Gain (loss) on sale of Croatian joint venture											(1,574	)		42,093			40,519
Realized loss on marketable securities		(10,974	)					(10,974	)		(3,890	)					(3,890	)
Realized gain (loss) on interest rate hedges		8,956			(1,505	)		7,451			9,170						9,170
Other, net		(935	)		(2,161	)		(3,096	)		117			(1,975	)		(1,858	)
Total other expense		(74,908	)		(48,591	)		(123,499	)		(88,290	)		(6,579	)		(94,869	)
Minority interests in net (income) loss of consolidated subsidiaries					(7,711	)		(7,711	)					4,153			4,153
Income (loss) before provision for income taxes and cumulative change in accounting principle		134,258			10,681			144,939			64,053			(39,646	)		24,407
Provision for income taxes		(25,248	)		(11,757	)		(37,005	)		(21,520	)		(2,297	)		(23,817	)
Income (loss) before cumulative change in accounting principle		109,010			(1,076	)		107,934			42,533			(41,943	)		590
Cumulative change in accounting principle											(1,189	)		(1,042	)		(2,231	)
Net income (loss)	$	109,010		$	(1,076	)	$	107,934		$	41,344		$	(42,985	)	$	(1,641	)
Basic income (loss) per share:
Before cumulative change in accounting principle							$	1.16$									0.01
Cumulative change in accounting principle																	(0.03	)
Basic income (loss) per share							$	1.16$									(0.02	)
Diluted income (loss) per share:
Before cumulative change in accounting principle							$	1.09$									0.01
Cumulative change in accounting principle																	(0.03	)
Diluted income (loss) per share							$	1.09$									(0.02	)
Adjusted EBITDA (1)	$	334,289		$	144,750		$	479,039		$	315,448		$	14,218		$	329,666

(1) See “Adjustments To Reconcile Net Income (Loss) To Adjusted EBITDA”

WESTERN WIRELESS CORPORATION
Adjustments to Reconcile Net Income (Loss) to Adjusted EBITDA
(dollars in thousands)

	Three months ended September 30, 2004
	Domestic		Austrian		All Other
	Operations		Operations		International			Consolidated
Net income (loss)	$	28,379	$	36,261	$	(34,281	)	$	30,359
Depreciation, amortization and accretion		44,001		5,587		19,775			69,363
Asset dispositions
Stock-based compensation, net						4,810			4,810
Interest and financing expense, net		17,201		2,443		15,375			35,019
Equity in net (income) loss of unconsolidated affiliates, net of tax and other, net		979		1,036		(1,282	)		733
(Gain) loss on sale of joint venture
Realized loss on marketable securities		10,974							10,974
Realized (gain) loss on interest rate hedges		1,825				843			2,668
Loss on extinquishment of debt
Minority interests in net (income) loss of consolidated subsidiaries						3,093			3,093
Provision for income taxes		11,524		1		4,167			15,692
Discontinued operations
Cumulative change in accounting principle
Adjusted EBITDA (1)	$	114,883	$	45,328	$	12,500		$	172,711

	Three months ended September 30, 2003
	Domestic			Austrian		All Other
	Operations			Operations		International			Consolidated
				(As restated)
Net income (loss)	$	4,510		$	7,825	$	(30,873	)	$	(18,538	)
Depreciation, amortization and accretion		53,506			2,829		15,039			71,374
Asset dispositions
Stock-based compensation, net
Interest and financing expense, net		28,801			2,445		11,975			43,221
Equity in net (income) loss of unconsolidated affiliates, net of tax and other, net		(10	)		1,107		2,020			3,117
(Gain) loss on sale of joint venture
Realized loss on marketable securities		3,766								3,766
Realized (gain) loss on interest rate hedges		(4,431	)							(4,431	)
Loss on extinquishment of debt		16,910					4,310			21,220
Minority interests in net (income) loss of consolidated subsidiaries							(135	)		(135	)
Provision for income taxes		9,504			53		719			10,276
Discontinued operations
Cumulative change in accounting principle
Adjusted EBITDA (1)	$	112,556		$	14,259	$	3,055		$	129,870

WESTERN WIRELESS CORPORATION
Adjustments to Reconcile Net Income (Loss) to Adjusted EBITDA
(dollars in thousands)

	Nine months ended September 30, 2004
	Domestic			Austrian		All Other
	Operations			Operations		International			Consolidated
Net income (loss)	$	109,010		$	94,152	$	(95,228	)	$	107,934
Depreciation, amortization and accretion		125,123			14,436		52,001			191,560
Asset dispositions Stock-based compensation, net					228		11,102			11,330
Interest and financing expense, net		55,603			7,570		41,642			104,815
Equity in net (income) loss of unconsolidated affiliates, net of tax and other, net		1,027			3,140		(5,266	)		(1,099	)
(Gain) loss on sale of joint venture Realized loss on marketable securities		10,974								10,974
Realized (gain) loss on interest rate hedges		(8,956	)				1,505			(7,451	)
Loss on extinquishment of debt		16,260								16,260
Minority interests in net (income) loss of consolidated subsidiaries							7,711			7,711
Provision for income taxes		25,248			3		11,754			37,005
Discontinued operations
Cumulative change in accounting principle
Adjusted EBITDA (1)	$	334,289		$	119,529	$	25,221		$	479,039

	Nine months ended September 30, 2003
	Domestic			Austrian			All Other
	Operations			Operations			International			Consolidated
				(As restated)
Net income (loss)	$	41,344		$	(35	)	$	(42,950	)	$	(1,641	)
Depreciation, amortization and accretion		158,255			8,039			43,399			209,693
Asset dispositions		4,850									4,850
Stock-based compensation, net Interest and financing expense, net		74,833			7,751			36,555			119,139
Equity in net (income) loss of unconsolidated affiliates, net of tax and other, net		253			3,088			(3,032	)		309
(Gain) loss on sale of joint venture		1,574						(42,093	)		(40,519	)
Realized loss marketable securities		3,890									3,890
Realized (gain) loss on interest rate hedges		(9,170	)								(9,170	)
Loss on extinquishment of debt		16,910						4,310			21,220
Minority interests in net (income) loss of consolidated subsidiaries								(4,153	)		(4,153	)
Provision for income taxes		21,520			155			2,142			23,817
Discontinued operations
Cumulative change in accounting principle		1,189			770			272			2,231
Adjusted EBITDA (1)	$	315,448		$	19,768		$	(5,550	)	$	329,666

(1)	EBITDA is a non-GAAP financial measure generally defined as net income (loss) before interest, taxes, depreciation and amortization. We use the non-GAAP financial measure “Adjusted EBITDA” which further excludes the following items: (i) accretion; (ii) asset dispositions; (iii) stock-based compensation, net; (iv) equity in net (income) loss of unconsolidated affiliates, net of tax and other, net; (v) (gain) loss on sale of joint venture; (vi) realized loss on marketable securities; (vii) realized (gain) loss on interest rate hedges; (viii) loss on extinguishment of debt; (ix) minority interests in net (income) loss of consolidated subsidiaries; (x) discontinued operations; and (xi) cumulative change in accounting principle. Each of these items is presented in our Condensed Consolidating Statements of Operations.
	Other companies in the wireless industry may define Adjusted EBITDA in a different manner or present other varying financial measures and accordingly, the Company’s presentation may not be comparable to other similarly titled measures of other companies. The Company’s calculation of Adjusted EBITDA is also not directly comparable to EBIT (earnings before interest and taxes) or EBITDA.
	The Company views Adjusted EBITDA as an operating performance measure and as such, believes that the GAAP financial measure most directly comparable to Adjusted EBITDA is net income (loss). The Company has presented Adjusted EBITDA because this financial measure, in combination with other financial measures, is an integral part of the Company’s internal reporting system utilized by management to assess and evaluate the performance of its business. Adjusted EBITDA is also considered a significant performance measure. It is used by management as a measurement of the Company’s success in obtaining, retaining and servicing customers by reflecting the Company’s ability to generate subscriber revenue while providing a high level of customer service in a cost effective manner. The components of Adjusted EBITDA include the key revenue and expense items for which the Company’s operating managers are responsible and upon which the Company evaluates their performance.
	Adjusted EBITDA is consistent with certain financial measures used in the Company’s domestic credit facility and the indenture for its senior notes. Such financial measures are key components of several negative covenants including, among others, the limitation on incurrence of indebtedness, the limitations on investments and acquisitions and the limitation on distributions and dividends.
	Adjusted EBITDA should not be construed as an alternative to net income (loss), as determined in accordance with GAAP, as an alternative to cash flows from operating activities, as determined in accordance with GAAP, or as a measure of liquidity. The Company believes Adjusted EBITDA is useful to investors as a means to evaluate the Company’s operating performance prior to financing costs, deferred tax charges, non-cash depreciation and amortization expense, and certain other non-cash charges. Although Adjusted EBITDA may be defined differently by other companies in the wireless industry, the Company believes that Adjusted EBITDA provides some commonality of measurement in analyzing operating performance of companies in the wireless industry.

WESTERN WIRELESS CORPORATION
Selected Domestic Operating Statistics

	As of and for the
	Three months ended September 30,
	2004			2003
Licensed Population (1)		11,149,000			10,373,000
Ending Subscribers (2)		1,358,800			1,246,100
Average monthly subscriber revenue (3), (8)	$	51.27		$	50.15
Average monthly service revenue (4), (8)	$	64.58		$	66.75
Average monthly cost of serving a subscriber:
- per subscriber (5)	$	24.65		$	25.00
- per minute of use (6)	$	0.038		$	0.045
Cost per gross subscriber addition (7), (8)	$	356		$	384
Postpaid Churn		2.4	%		2.4	%
Subscriber minutes of use		557			478
Capital expenditures (000’s)	$	55,580		$	37,737

(1)	Population is estimated based upon 2003 Claritas, Inc. estimates and is adjusted by Western Wireless by applying Claritas’s positive and negative growth factors.
(2)	Mobile virtual network operators represented approximately 6% and 4% of ending subscribers as of September 30, 2004 and 2003, respectively. Prepaid users were less than 1% of ending subscribers as of the end of each period.
(3)	Average monthly subscriber revenue is determined by dividing subscriber revenue for the period by average subscribers for the period (the sum of beginning subscribers and ending subscribers, divided by two), and dividing that result by the number of months in the period.
(4)	Average monthly service revenue is determined by dividing service revenues for the period by average subscribers for the period and dividing that result by the number of months in the period. Service revenues include subscriber, roamer and other revenues.
(5)	Average monthly cost of serving a subscriber is determined by dividing total service costs (cost of service plus general and administrative expense) by average subscribers for the period, and dividing that result by the number of months in the period.
(6)	Average monthly cost of serving a subscriber is determined by dividing total service costs (cost of service plus general and administrative expense) by total minutes of use for the period.
(7)	Cost per gross subscriber addition is determined by dividing the sum of sales and marketing costs and cost of equipment sales, reduced by equipment sales, by the number of gross subscriber additions for the period.
(8)	2003 amounts have been recalculated as a result of the restatement.

EX-99.2

Exhibit 99.2

For Immediate Release

November 2, 2004

                    Western Wireless Corporation
                    3650 131^st Ave. SE
                    Bellevue, WA 98006
                    (425) 586-8700

Western Wireless Delays Release of Third Quarter Financial Results
and Announces Plan to Amend Certain Prior Period Filings

     BELLEVUE, WA (November 2, 2004) — Western Wireless Corporation (NASDAQ: WWCA), a leading provider of wireless communications services to rural America, announced today that it is delaying the release of its third quarter 2004 financial results originally scheduled for distribution on November 3, 2004 and its financial results conference call also scheduled for that day. Western Wireless plans to release its operating results for the third quarter of 2004 on November 8, 2004 and will host its financial results conference call at 2:00 p.m. PST on that day. Dial in information for the call can be found at the end of this release.

     Western Wireless has changed the date of its financial results announcement after management determined that the accounting for certain direct labor costs associated with network construction at its international operations required correction. In discussions with its independent auditors, Western Wireless has determined that certain of these costs should have been capitalized. This correction will result in an increase to consolidated net income for the years 2001 through 2004. Western Wireless will also correct the accounting for certain non-cash charges originally recognized in the first quarter of 2004. This correction will reduce net income in 2003 but increase net income in 2004 by the same amount. Western Wireless is also evaluating whether certain other adjustments

recorded in the years ended December 31, 2001, 2002 and 2003 should have been recorded in a different period. Western Wireless will amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2003 and its Quarterly Reports on Form 10-Q for the first and second quarters of 2004.

     Conference Call and Quarterly Report

     On November 8, 2004 at 2:00 p.m. PST, Western Wireless will host a conference call to discuss third quarter results. The dial-up number for the call is 888/829-8669. The access code is the phrase “Western Wireless”. A separate dial-up replay number will be available beginning at 4:00 p.m. PST on November 8, 2004 until midnight PST on Wednesday, November 17, 2004. The replay number is 866/383-3164 and the access code is 5703. Investors can also access the live conference call and the conference call replay, as well as view this press release, through the investor relations link on the Western Wireless website at www.wwireless.com.

     Western Wireless will file a Form 12b-25 with the Securities and Exchange Commission extending the time to file its Quarterly Report on Form 10-Q for the third quarter of 2004 to November 15, 2004, and expects to file this Quarterly Report together with the amendments on that day.

About Western Wireless Corporation

     Western Wireless Corporation, located in Bellevue, Washington, serves over 1.3 million subscribers in 19 western states under the Cellular One^® and Western Wireless^® brand names. Through its subsidiaries and operating joint ventures, Western Wireless offers service in seven foreign countries.

     This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These include, but are not limited to, statements regarding the Company’s plans, intentions and expectations. Forward-looking statements are based on the opinions and estimates of management at the time the statements are made. Such statements are inherently subject to a variety of risks, uncertainties and other factors that could cause actual results to differ materially from those expected or implied by the forward-looking statements. These factors include general economic and business conditions nationally, internationally and in the regions and countries in which we operate; demographic changes; technology changes; increased competition; changes in business strategy or development plans; our high leverage and our ability to access capital markets; our ability to attract and retain qualified personnel; existing governmental regulations and changes in, or the failure to comply with,

governmental regulations; our ability and the cost of acquiring additional spectrum licenses; and product liability and other claims asserted against us. A more extensive discussion of the risk factors that could impact these areas and the Company’s overall business and financial performance can be found in the Company’s public offering prospectuses and its reports filed with the Securities and Exchange Commission. Given these factors, investors and analysts should not place undue reliance on forward-looking statements.

For further information contact:
Investment Community:	Media:
Steve Winslow	John Snyder
Western Wireless Corporation	Snyder Investor Relations
(800) 261-5960	(206) 262-0291
steve.winslow@wwireless.com	jsnyder@snyderir.com