<PAGE> 1
FILED PURSUANT TO RULE 424(b)(3) REGISTRATION NO. 333-14859
PROSPECTUS SUPPLEMENT NO. 5
TO
PROSPECTUS DATED MAY 1, 1997
[GRAPHIC OMITTED]
WESTERN WIRELESS CORPORATION
CLASS A COMMON STOCK
(NO PAR VALUE PER SHARE)
10 1/2% SENIOR SUBORDINATED NOTES DUE 2006
10 1/2% SENIOR SUBORDINATED NOTES DUE 2007
-------------------
SEE "RISK FACTORS" BEGINNING ON PAGE 13 FOR A DISCUSSION OF CERTAIN
CONSIDERATIONS RELEVANT TO AN INVESTMENT IN THE CLASS A COMMON STOCK, 10 1/2%
SENIOR SUBORDINATED NOTES DUE 2006 OR 10 1/2% SENIOR SUBORDINATED NOTES DUE
2007.
The Class A Common Stock is quoted on the Nasdaq National Market under
the symbol "WWCA."
-------------------
EACH OF THE 10 1/2% SENIOR SUBORDINATED NOTES DUE 2006 (THE "2006
NOTES") AND THE 10 1/2% SENIOR SUBORDINATED NOTES DUE 2007 (THE "2007 NOTES,"
AND, TOGETHER WITH THE 2006 NOTES, THE "SENIOR SUBORDINATED NOTES") ARE SENIOR
UNSECURED OBLIGATIONS OF THE COMPANY AND ARE SUBORDINATED IN RIGHT OF PAYMENT TO
THE PRIOR PAYMENT IN FULL OF ALL SENIOR INDEBTEDNESS AND SENIOR IN RIGHT OF
PAYMENT TO ANY CURRENT OR FUTURE SUBORDINATED INDEBTEDNESS OF THE COMPANY. IN
ADDITION, ALL EXISTING AND FUTURE INDEBTEDNESS AND OTHER LIABILITIES OF THE
COMPANY'S SUBSIDIARIES WILL BE EFFECTIVELY SENIOR IN RIGHT OF PAYMENT TO THE
SENIOR SUBORDINATED NOTES. THE 2006 NOTES AND THE 2007 NOTES RANK PARI PASSU
WITH ONE ANOTHER. THE COMPANY HAS NOT ISSUED, AND DOES NOT HAVE ANY FIRM
ARRANGEMENT TO ISSUE, ANY SIGNIFICANT INDEBTEDNESS TO WHICH THE SENIOR
SUBORDINATED NOTES WOULD BE SENIOR. AT SEPTEMBER 30, 1997, SENIOR INDEBTEDNESS
AGGREGATED APPROXIMATELY $1,170 MILLION.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------
This Prospectus has been prepared for and is to be used by Goldman,
Sachs & Co. in connection with offers and sales of the shares of Class A Common
Stock, the 10 1/2% Senior Subordinated Notes Due 2006 and the 10 1/2% Senior
Subordinated Notes Due 2007 related to market-making transactions, at prevailing
market prices, related prices or negotiated prices. The Company will not receive
any of the proceeds of such sales. Goldman, Sachs & Co. may act as principal or
agent in such transactions. See "Plan of Distribution."
GOLDMAN, SACHS & CO.
-------------------
The date of this Prospectus Supplement is November 6, 1997.
<PAGE> 2
This Prospectus Supplement is intended to be read in conjunction with
the Prospectus dated May 1, 1997 (the "Prospectus"), as supplemented by
Prospectus Supplement No. 1 thereto dated May 9, 1997 ("Prospectus Supplement
No. 1"), Prospectus Supplement No. 2 thereto dated June 19, 1997 ("Prospectus
Supplement No. 2"), Prospectus Supplement No. 3 thereto dated August 13, 1997
("Prospectus Supplement No. 3") and Prospectus Supplement No. 4 thereto dated
October 14, 1997 ("Prospectus Supplement No. 4"), with respect to the Class A
Common Stock, 10 1/2% Senior Subordinated Notes Due 2006 and 10 1/2% Senior
Subordinated Notes Due 2007. Capitalized terms used in this Prospectus
Supplement and not otherwise defined herein have the same meanings as in the
Prospectus.
On May 9, 1997, the Company filed with the Securities and Exchange
Commission a report on Form 10-Q, a copy of which is attached to Prospectus
Supplement No. 1.
On June 19, 1997, the Company filed with the Securities and Exchange
Commission a report on Form 8-K, a copy of which is attached to Prospectus
Supplement No. 2.
On August 13, 1997, the Company filed with the Securities and Exchange
Commission a report on Form 10-Q, a copy of which is attached to Prospectus
Supplement No. 3.
On October 14, 1997, the Company filed with the Securities and Exchange
Commission a report on Form 8-K, a copy of which is attached to Prospectus
Supplement No. 4.
On November 6, 1997, the Company filed with the Securities and Exchange
Commission a report on Form 10-Q, a copy of which is attached hereto and deemed
to be a part hereof.
<PAGE> 3
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,
1997
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 (IRS Employer Identification No.)
incorporation or organization)
2001 NW SAMMAMISH ROAD
ISSAQUAH, WASHINGTON 98027
- ---------------------------------------- -----------------------------------
(Address of principal executive offices) (Zip Code)
(425) 313-5200
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
NOT APPLICABLE
- --------------------------------------------------------------------------------
(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.
<TABLE>
<CAPTION>
Title Shares Outstanding as of October 31, 1997
----- -----------------------------------------
<S> <C>
Class A Common Stock, no par value 17,988,582
Class B Common Stock, no par value 53,688,432
</TABLE>
1
<PAGE> 4
WESTERN WIRELESS CORPORATION
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1997
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets
as of September 30, 1997, and December 31, 1996.............................................3
Consolidated Statements of Operations
for the Three and Nine Months Ended September 30, 1997, and September 30, 1996..............4
Consolidated Statements of Cash Flows
for the Nine Months Ended September 30, 1997, and September 30, 1996........................5
Notes to Consolidated Financial Statements..................................................6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS..............................................13
PART II - OTHER INFORMATION........................................................................23
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
</TABLE>
2
<PAGE> 5
WESTERN WIRELESS CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
------------- ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents .............................................. $ 21,520 $ 54,885
Accounts receivable, net of allowance for doubtful accounts of
$8,361 and $4,266, respectively ................................... 43,514 28,958
Inventory .............................................................. 31,201 26,138
Prepaid expenses and other current assets .............................. 14,611 14,809
Deposit held by FCC .................................................... 25,000
---------- -----------
Total current assets .............................................. 110,846 149,790
Property and equipment, net of accumulated depreciation
of $193,691 and $107,685, respectively ................................ 663,194 538,617
Licensing costs and other intangible assets, net of accumulated
amortization of $68,072 and $55,363, respectively ..................... 614,213 540,482
Investments in and advances to unconsolidated affiliates .................. 54,458 12,655
Other assets .............................................................. 251 159
----------- -----------
$ 1,442,962 $ 1,241,703
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable ....................................................... $ 16,558 $ 14,122
Accrued liabilities .................................................... 69,836 36,652
Construction accounts payable .......................................... 18,285 89,583
Unearned revenue and customer deposits ................................. 4,988 4,097
----------- -----------
Total current liabilities ......................................... 109,667 144,454
----------- -----------
Long-term debt ............................................................ 1,170,000 743,000
----------- -----------
Commitments (Note 8)
Shareholders' equity:
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,
16,209,551 and 14,540,691 shares issued and
outstanding, respectively; Class B, 53,857,700 and 55,239,157
shares issued and outstanding, respectively ....................... 571,855 569,278
Deferred compensation .................................................. (1,090) (800)
Deficit ................................................................ (407,470) (214,229)
----------- -----------
Total shareholders' equity ........................................ 163,295 354,249
----------- -----------
$ 1,442,962 $ 1,241,703
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements
3
<PAGE> 6
WESTERN WIRELESS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
----------------------------- -----------------------------
1997 1996 1997 1996
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues:
Subscriber revenues ................................ $ 81,829 $ 48,724 $ 209,517 $ 127,875
Roamer revenues .................................... 12,243 10,419 27,810 26,290
Equipment sales and other revenues ................. 10,922 8,196 29,869 17,778
------------ ------------ ------------ ------------
Total revenues ................................. 104,994 67,339 267,196 171,943
------------ ------------ ------------ ------------
Operating expenses:
Cost of service .................................... 24,040 14,978 66,563 34,532
Cost of equipment sales ............................ 21,989 13,403 57,496 28,195
General and administrative ......................... 28,660 17,557 78,849 45,966
Sales and marketing ................................ 31,233 24,809 88,254 56,887
Depreciation and amortization ...................... 37,305 24,081 96,927 57,515
------------ ------------ ------------ ------------
Total operating expenses ....................... 143,227 94,828 388,089 223,095
------------ ------------ ------------ ------------
Operating loss ......................................... (38,233) (27,489) (120,893) (51,152)
------------ ------------ ------------ ------------
Other income (expense):
Interest and financing expense ..................... (27,289) (11,574) (67,797) (28,588)
Equity in net loss of unconsolidated
affiliates ....................................... (3,799) (33) (7,107) (86)
Other, net ......................................... 1,278 491 2,556 1,051
------------ ------------ ------------ ------------
Total other income (expense) ................... (29,810) (11,116) (72,348) (27,623)
------------ ------------ ------------ ------------
Net loss ....................................... $ (68,043) $ (38,605) $ (193,241) $ (78,775)
============ ============ ============ ============
Net loss per common share .............................. $ (0.97) $ (0.56) $ (2.76) $ (1.24)
============ ============ ============ ============
Weighted average common shares and common
equivalent shares outstanding ...................... 70,056,000 69,410,000 70,004,000 63,774,000
============ ============ ============ ============
</TABLE>
See accompanying notes to consolidated financial statements
4
<PAGE> 7
WESTERN WIRELESS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Nine months ended
September 30,
-------------------------
1997 1996
--------- ---------
<S> <C> <C>
Operating activities:
Net loss .................................................................... $(193,241) $ (78,775)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization ........................................... 99,971 58,730
Employee equity compensation ............................................ 1,492 877
Equity in net loss of unconsolidated affiliates ......................... 7,107 86
Other, net .............................................................. 131 750
Changes in operating assets and liabilities, net of effects
from consolidating acquired interests:
Accounts receivable, net ............................................. (14,556) (10,029)
Inventory ............................................................ (5,063) (13,982)
Prepaid expenses and other current assets ............................ (214) (2,537)
Accounts payable ..................................................... 2,436 3,457
Accrued liabilities .................................................. 18,615 12,281
Unearned revenue and customer deposits ............................... 891 1,342
Other assets ......................................................... (212)
--------- ---------
Net cash used in operating activities ................................... (82,643) (27,800)
--------- ---------
Investing activities:
Purchases of property and equipment ......................................... (279,936) (199,925)
Purchases of wireless licenses and other .................................... (54,620) (82,118)
Acquisitions of wireless properties, net of cash acquired ................... (849) (40,079)
Investments in and advances to unconsolidated affiliates .................... (50,861) (2,432)
Deposit held by FCC ......................................................... (23,500)
Refund of deposit held by FCC ............................................... 7,749
--------- ---------
Net cash used in investing activities ................................... (378,517) (348,054)
--------- ---------
Financing activities:
Proceeds from issuance of common stock, net ................................. 795 235,044
Additions to long-term debt ................................................. 427,000 632,000
Payment of debt ............................................................. (465,026)
Deferred financing costs .................................................... (12,735)
--------- ---------
Net cash provided by financing activities ............................... 427,795 389,283
--------- ---------
Change in cash and cash equivalents ............................................. (33,365) 13,429
Cash and cash equivalents, beginning of period .................................. 54,885 8,572
--------- ---------
Cash and cash equivalents, end of period ........................................ $ 21,520 $ 22,001
========= =========
</TABLE>
See accompanying notes to consolidated financial statements
5
<PAGE> 8
WESTERN WIRELESS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. ORGANIZATION AND BASIS OF PRESENTATION:
Western Wireless Corporation (the "Company") provides wireless
communications services in the western United States principally through the
ownership and operation of cellular and personal communications services ("PCS")
systems. In addition to the 75 cellular licenses owned and operated by the
Company, it also owns and operates 7 PCS licenses covering Major Trading Areas
("MTAs"). The Company has initiated service in all seven MTAs, including the
Denver MTA which initiated wireless services on May 1, 1997. During the first
three quarters of 1997, the Company was granted 100 additional PCS licenses in
the Federal Communication Commission's ("FCC") D and E Block auctions. Cook
Inlet Western Wireless PV/SS PCS, LP ("Cook Inlet PCS"), a partnership in which
the Company holds a 49.9% limited partnership interest, owns broadband PCS
licenses in 21 Basic Trading Areas ("BTAs") including 7 that were acquired in
the FCC F Block auction during the first quarter of 1997. Cook Inlet PCS
initiated service in the Tulsa, OK BTA in June 1997.
The Company expects to incur significant operating losses and to
generate negative cash flows from operating activities during the next several
years while it expands its PCS systems and builds a PCS customer base.
The accompanying interim consolidated financial statements and the
financial information included herein are unaudited, but 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. All such adjustments are of a normal, recurring nature. 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, 1996, contained in the Company's Form 10-K dated March
28, 1997.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Licensing costs and other intangible assets and amortization:
Licensing costs primarily represent costs incurred to apply for or
acquire FCC wireless licenses, including cellular licenses obtained by the
Company, principally through acquisitions, and PCS licenses which were primarily
purchased from the FCC. Amortization of these licenses begins with the
commencement of service to customers and is computed using the straight-line
method over 40 years.
Other intangible assets consist primarily of deferred financing costs.
Deferred financing costs are amortized using the effective interest method over
the terms of the respective loans which have terms ranging from 9 to 10 years.
Capitalized interest:
During the three months ended September 30, 1997 and 1996, the Company
had interest expense of $27.3 million and $11.6 million, respectively. Interest
expense for the three months ended September 30, 1996, was net of capitalized
interest in the amount of $0.9 million pertaining to the build out of its PCS
markets. During the nine months ended September 30, 1997 and 1996, the Company
had interest expense of $67.8 million and $28.6 million, respectively, net of
capitalized interest in the amount of $4.0 million and $3.3 million,
respectively, pertaining to the build out of its PCS markets.
6
<PAGE> 9
WESTERN WIRELESS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED):
Recently issued accounting standards:
The Financial Accounting Standards Board ("FASB") has recently issued
Statement No. 128 "Earnings Per Share," Statement No. 129 "Disclosure of
Information about Capital Structure," Statement No. 130 "Reporting Comprehensive
Income," and Statement No. 131 "Disclosures about Segments of an Enterprise and
Related Information." The Company does not expect implementation of these
statements to have a material effect on the Company's financial statements.
Reclassifications:
Certain amounts in prior year's financial statements have been
reclassified to conform to the 1997 presentation.
Financial instruments:
As required under the Credit Facility (as defined in Note 7), the
Company enters into interest rate swap and cap agreements to manage interest
rate exposure pertaining to long-term debt. The Company has only limited
involvement with these financial instruments, and does not use them for trading
purposes. In addition, the Company has historically held derivative financial
instruments to maturity and has never recognized a gain or loss on disposal. It
is the Company's intent to hold existing derivatives to maturity. Interest rate
swaps are accounted for on an accrual basis, the income or expense of which is
included in interest expense. Premiums paid to purchase interest rate cap
agreements are classified as an asset and amortized to interest expense over the
terms of the agreements. These transactions do not subject the Company to risk
of loss because gains and losses on these contracts are offset against losses
and gains on the underlying liabilities. No collateral is held in relation to
the Company's financial instruments.
Supplemental cash flow disclosure:
Cash paid for interest (net of amounts capitalized) was $59.7 million
and $22.7 million for the nine months ended September 30, 1997 and 1996,
respectively.
Non-cash investing and financing activities were as follows (in
thousands):
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
----------------------
1997 1996
-------- --------
<S> <C> <C>
Conversion of FCC deposit to wireless license .............. $ 17,251
Conversion of revolving debt to term debt .................. $200,000
Issuance of common stock in exchange for wireless properties 7,117
</TABLE>
7
<PAGE> 10
WESTERN WIRELESS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(Unaudited)
3. PROPERTY AND EQUIPMENT:
Property and equipment consists of (in thousands):
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------- ------------
<S> <C> <C>
Land, buildings, and improvements ... $ 11,849 $ 8,433
Wireless communications systems ..... 633,663 370,628
Furniture and equipment ............. 72,716 49,351
--------- ---------
718,228 428,412
Less accumulated depreciation ....... (193,691) (107,685)
--------- ---------
524,537 320,727
Construction in progress ............ 138,657 217,890
========= =========
$ 663,194 $ 538,617
========= =========
</TABLE>
Depreciation expense was $33.6 million and $17.6 million for the three
months ended September 30, 1997 and 1996, respectively, and $86.6 million and
$39.0 million for the nine months ended September 30, 1997 and 1996,
respectively.
4. LICENSING COSTS AND OTHER INTANGIBLE ASSETS:
Licensing costs and other intangible assets consists of (in thousands):
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------- ------------
<S> <C> <C>
License costs .................................. $ 648,465 $ 562,039
Other intangible assets ........................ 33,820 33,806
--------- ---------
682,285 595,845
Accumulated amortization ....................... (68,072) (55,363)
========= =========
$ 614,213 $ 540,482
========= =========
</TABLE>
5. INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES:
During the first quarter of 1997, a subsidiary of the Company entered
into an international joint venture to form ACG Telesystems Ghana, LLC
("Ghana"). Ghana is the parent company to ACG Telesystems Ghana, LTD which owns
a cellular license in the Republic of Ghana. During the second quarter of 1997,
subsidiaries of the Company entered into two international joint ventures. The
first was to form Telcell Wireless LLC ("Georgia"). Georgia is a partner in
Magticom Ltd. which owns a cellular license in the Republic of Georgia. The
second joint venture entered into formed Icesco, Ltd. ("Iceland"). Iceland is
the parent company to Icelandic Mobile Phone Company which owns a cellular
license in Iceland.
At September 30, 1997, and December 31, 1996, the Company's investment
in and advances to Cook Inlet PCS was $30.7 million and $8.1 million,
respectively. All other investments in and advances to unconsolidated affiliates
were $23.8 million and $4.6 million at September 30, 1997, and December 31,
1996, respectively.
8
<PAGE> 11
WESTERN WIRELESS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(Unaudited)
6. ACCRUED LIABILITIES:
Accrued liabilities consists of (in thousands):
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------- ------------
<S> <C> <C>
Accrued payroll and benefits ................. $10,641 $11,192
Accrued interest expense ..................... 15,340 10,265
Accrued taxes, other than income ............. 15,525 5,096
Other ........................................ 28,330 10,099
------- -------
$69,836 $36,652
======= =======
</TABLE>
During the third quarter of 1997 the last five licenses successfully bid
on by the Company in the FCC's D and E Block Auction were granted. These
licenses were paid in full in October 1997. The liability for such licenses is
included in other accrued liabilities at September 30, 1997.
7. LONG-TERM DEBT:
Long-term debt consists of (in thousands):
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------- ------------
<S> <C> <C>
Credit Facility:
Revolver ....................................... $ 270,000
Term Loan ...................................... 200,000 $ 200,000
10-1/2% Senior Subordinated Notes Due 2006 ........... 200,000 200,000
10-1/2% Senior Subordinated Notes Due 2007 ........... 200,000 200,000
PCS Vendor Facility .................................. 300,000 143,000
---------- ----------
$1,170,000 $ 743,000
========== ==========
</TABLE>
The Company has a $950 million credit facility with a consortium of
lenders (the "Credit Facility"), in the form of a $750 million revolving credit
loan (the "Revolver") and a $200 million term loan (the "Term Loan"). In
addition, a wholly owned subsidiary of the Company has a $300 million credit
facility (the "PCS Vendor Facility," formerly the "NORTEL Facility").
The aggregate amounts of principal maturities of the Company's debt are as
follows (in thousands):
<TABLE>
<S> <C>
Three months ending December 31, 1997 ............. $ 0
Year ending December 31,
1998 .............................................. 0
1999 .............................................. 0
2000 .............................................. 49,650
2001 .............................................. 108,100
Thereafter ........................................ 1,012,250
----------
$1,170,000
==========
</TABLE>
9
<PAGE> 12
WESTERN WIRELESS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(Unaudited)
8. COMMITMENTS:
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, 1997, are summarized below (in thousands):
<TABLE>
<S> <C>
Three months ending December 31, 1997 ......... $ 5,554
Year ending December 31,
1998 .......................................... 21,243
1999 .......................................... 19,635
2000 .......................................... 18,100
2001 .......................................... 13,386
Thereafter .................................... 19,993
-------
$97,911
=======
</TABLE>
Aggregate rental expense for all operating leases was approximately $7.0
million and $3.9 million for the three months ended September 30, 1997 and 1996,
respectively, and $20.6 million and $8.8 million for the nine months ended
September 30, 1997 and 1996, respectively.
In order to ensure adequate supply and availability of certain inventory
requirements and service needs, the Company has committed to purchase from
various suppliers wireless communications equipment, handsets, and services.
These agreements expire at various dates through December 2005. The aggregate
amount of these commitments total approximately $401 million. At September 30,
1997, the Company has ordered approximately $249 million under all of these
agreements, of which approximately $23 million is outstanding.
The Company has various other purchase commitments for materials,
supplies and other items incident to the ordinary course of business which are
neither significant individually nor in the aggregate. Such commitments are not
at prices in excess of current market value.
9. SHAREHOLDERS' EQUITY:
During the nine months ended September 30, 1997, the Company issued
192,403 shares of its common stock and received $0.8 million of net proceeds as
a result of employee stock options that were exercised.
In January 1997, the Company granted 95,000 shares under its restricted
stock plan. Compensation expense recognized related to these shares was
approximately $0.9 million for the three months ended September 30, 1997, and
$1.8 million for the nine months ended September 30, 1997.
10. SUBSEQUENT EVENTS:
On September 30, 1997, a subsidiary of the Company ("Company Sub") and a
subsidiary ("INS Sub") of Iowa Network Services, Inc., formed a limited
partnership (the "Partnership") to build and operate a PCS network covering
certain metropolitan areas in Iowa and the major interstate and state highways
linking such areas. INS Sub is the general partner of the Partnership, with a
62% partnership interest, and Company Sub is the limited partner, with a 38%
partnership interest. Upon receipt of all required FCC and other governmental
approvals, and the receipt of financing by INS Sub in the amount of $20 million,
(1) Company Sub shall contribute to the Partnership 20 MHz of A Block PCS
spectrum in the Des Moines MTA (except for certain counties in the urban core of
the Des Moines BTA), and an additional 10 MHz of D Block PCS spectrum in the
Clinton-Sterling, Marshalltown and Mason City BTAs, all in the State of Iowa,
and (2) INS Sub shall contribute to the Partnership the sum of $5 million and
shall be committed to contribute an additional $15 million from time to time as
needed by the Partnership, which commitment shall be secured by an irrevocable
standby letter of credit. The Partnership
10
<PAGE> 13
WESTERN WIRELESS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(Unaudited)
10. SUBSEQUENT EVENTS - (CONTINUED):
agreement grants Company Sub certain approval rights with respect to, among
other things, asset dispositions or acquisitions, mergers or other business
combinations, incurring indebtedness, additional capital contributions, approval
or amendment of annual operating or capital budgets, transactions with
affiliates, admission of new partners, and distributions and dividends. The
Partnership agreement contains various restrictions on the transfer of the
partnership interests of the partners, including rights of first offer, rights
of first refusal, tag-along rights and pre-emptive rights.
On October 14, 1997, the Company and its wholly-owned subsidiary,
Western PCS Corporation ("Western PCS"), entered into a Purchase Agreement with
Hutchison Telecommunications Limited ("HTL") and a subsidiary of HTL ("HTL Sub")
pursuant to which HTL Sub agreed to purchase 19.9% of the outstanding capital
stock of Western PCS for an aggregate purchase price of $248.4 million. The
closing of the purchase ("Closing") is subject to the satisfaction of certain
conditions including, among others (i) obtaining from the FCC a favorable
declaratory ruling granting a waiver from the indirect foreign ownership
restrictions under the Communications Act of 1934, as amended; and (ii) the
expiration or early termination of all applicable waiting periods under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Prior to the
Closing, the Company and Western PCS will be required to refinance or modify
certain outstanding financing agreements to which they are subject so that after
the Closing, unless otherwise agreed to by HTL Sub and the Company, neither the
Company nor Western PCS shall have any liability regarding any indebtedness of
the other. Prior to the Closing, the Company will cause all of the PCS licenses
or interests therein owned by the Company or its subsidiaries to be transferred
to Western PCS or Western PCS's subsidiaries, so that after the Closing all of
the Company's cellular operations will be conducted by the Company and its
subsidiaries (other than Western PCS and its subsidiaries) and all PCS
operations will be conducted by Western PCS and its subsidiaries. At the
Closing, Western PCS and the Company will enter into various intercompany
agreements, which will provide for, among other things, the allocation of
overhead costs and expenses, cash management and the tax sharing arrangements
between the Company and Western PCS, as well as roaming arrangements on each
other's systems. At the Closing, the Company and HTL Sub will enter into a
Shareholders Agreement which will provide, among other things, for the
following: (i) HTL Sub will have the right to designate two directors to a ten
person Board of Directors of Western PCS with such number of directors being
subject to increase or decrease depending upon increases or decreases in HTL
Sub's percentage ownership of Western PCS; (ii) each of the Company and HTL Sub
will have certain rights of first offer or first refusal in the event the other
proposes to sell its stock in Western PCS; (iii) HTL Sub will have certain tag
along rights to sell its shares, and be subject to certain drag along
obligations to sell its shares, if the Company proposes to sell its stock in
Western PCS; (iv) each of the Company and HTL Sub will have certain preemptive
rights in connection with issuances by Western PCS of equity securities; (v) HTL
Sub's consent will be required with respect to an initial public offering of
Western PCS stock during the eighteen (18) month period immediately following
the Closing; (vi) HTL Sub will have certain approval rights with respect to
Western PCS entering into employment contracts with certain members of senior
management of the Company and certain other transactions with affiliates; and
(vii) HTL Sub will have certain demand and piggy-back registration rights for
its shares of Western PCS stock. In addition, HTL Sub will have the right to
require a public sale of HTL Sub's equity interest in Western PCS or, in certain
cases, to sell HTL Sub's equity interest in Western PCS to the Company, if
Western PCS takes any of the following actions without HTL Sub's consent: (a)
any incurrence of indebtedness in excess of $10 million in a single instance or
$25 million in the aggregate in a fiscal year, other than pursuant to financing
arrangements in effect at the date of Closing or previously approved by HTL Sub;
(b) adoption of any annual capital expenditures budget, annual operating plan
and budget or any material amendment to either thereof; (c) any acquisition of a
PCS system or wireless telecommunications business (or interest therein) in a
transaction or auction involving an aggregate acquisition cost in excess of $100
million; and (d) any disposition of a PCS system or wireless telecommunications
business (or interest therein) in a transaction involving an aggregate sales
price in excess of $50 million. The Shareholders Agreement also sets forth the
events which will trigger a termination of some or all of the foregoing rights
and obligations, which events include a public sale of common stock of Western
PCS resulting in a public float of at least 15% of the outstanding stock of
Western PCS, certain transfers by HTL Sub of the Western PCS stock, dilution of
HTL Sub's ownership interest in Western PCS below certain specified levels and
certain mergers and other transactions.
11
<PAGE> 14
WESTERN WIRELESS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(Unaudited)
10. SUBSEQUENT EVENTS - (CONTINUED):
Concurrently with the entering into of the Purchase Agreement, HTL and
another of its subsidiaries entered into an agreement with the Company pursuant
to which such other subsidiary agreed to acquire 3,888,888 shares of the
outstanding Class A Common Stock of the Company (approximately 5% of the
outstanding capital stock of the Company) for a purchase price of approximately
$19 per share (approximately $74 million). Such shares are being sold to the HTL
subsidiary pursuant to Regulation S under the Securities Act of 1933, as
amended. The Closing of the purchase is subject to, among other conditions, the
expiration or early termination of the waiting periods under the
Hart-Scott-Rodino Anti-Trust Improvements Act of 1976. The Closing of the
purchase of the Class A Common Stock of the Company is not conditioned upon the
closing of the investment by HTL Sub in Western PCS.
On October 31, 1997, the Company consummated the purchase from Triad
Cellular Corporation, Triad Cellular L.P. and certain of their affiliates
(collectively "Triad") of the cellular business and assets of Triad in the Rural
Service Areas ("RSAs") designated as Texas 1, 2, 4, and 5, Utah 3, 4 and 6,
Oklahoma 7 and 8 and Minnesota 7, 8 and 9, for an aggregate purchase price of
(i) approximately $180 million (excluding approximately $10 million in closing
adjustments, which amount is subject to further adjustment), plus (ii) 1,600,000
shares of the Company's Class A Common Stock. In accordance with its agreement
with Triad, the Company will shortly file a shelf Registration Statement on Form
S-3 covering future resales of such shares. Such agreement provides that in the
event such Registration Statement is not declared effective by the Securities
and Exchange Commission on or prior to January 30, 1998, Triad has the option of
receiving $20 million in lieu of such shares. The Company also acquired from
Triad certain D and E Block PCS licenses for an aggregate purchase price of
approximately $4.8 million, such amount being the aggregate amount Triad paid
the FCC in its successful bids for such licenses in the FCC's auction of such
licenses.
12
<PAGE> 15
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 SECURITIES LITIGATION REFORM ACT OF 1995. Statements contained in this
Quarterly Report that are not based on historical fact are "forward looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. The "Risk Factors" and cautionary statements identify important
factors, among others, that could cause actual results to differ materially from
those in the forward looking statements, where such factors are detailed in the
Company's 1996 prospectuses, as amended, filed with the Securities and Exchange
Commission.
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 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, 1996. Due to the
phase of the business cycle of the Company's PCS operations, the Company's
operating results for prior periods may not be indicative of future performance.
OVERVIEW
The Company provides wireless communications services in the western
United States through the ownership and operation of cellular communications
systems in 75 Rural Service Areas and Metropolitan Statistical Areas. At
September 30, 1997, the Company owns broadband personal communications services
("PCS") licenses in seven Major Trading Areas ("MTAs"), each of which has
commenced commercial operations. During the first three quarters of 1997, the
Company was granted 100 additional PCS licenses in the Federal Communication
Commission's ("FCC") D and E Block auctions. Cook Inlet Western Wireless PV/SS
PCS, LP ("Cook Inlet PCS"), a partnership in which the Company holds a 49.9%
limited partnership interest, owns broadband PCS licenses in 21 Basic Trading
Areas ("BTAs") including 7 that were acquired in the FCC F Block auction during
the first quarter of 1997. The first of these BTAs commenced commercial
operations in June 1997.
The Company's revenues consist primarily of subscriber revenues
(including access charges and usage charges), roamer revenues (fees charged for
providing services to subscribers of other cellular communications systems when
such subscribers, or "roamers," place or receive a phone call within one of the
Company's service areas) and equipment sales. The majority of the Company's
revenues are derived from subscriber revenues. The Company had no revenues from
its paging or PCS systems prior to February 1, 1996 and February 29, 1996,
respectively. Revenues from paging systems are included in other revenue and
accounted for less than 2% of the Company's total revenues in 1996, which is
expected to be the case throughout 1997. The Company expects to continue to sell
cellular and PCS handsets below cost and regards these losses as a cost of
building its subscriber base. As used herein, "service revenues" include
subscriber, roamer and other revenues.
Cost of service consists of the cost of providing wireless service to
subscribers, primarily including costs to access local exchange and long
distance carrier facilities and maintain the Company's wireless network. General
and administrative expenses include the costs associated with billing a
subscriber and the administrative cost associated with maintaining subscribers,
including customer service, accounting and other centralized functions. General
and administrative expenses also include provisions for unbillable fraudulent
roaming charges and subscriber bad debt. Sales and marketing costs include costs
associated with acquiring a subscriber, including direct and indirect sales
commissions, salaries, all costs of sales offices and retail locations,
advertising and promotional expenses. Depreciation and amortization includes
depreciation expense associated with the Company's property and equipment in
service and amortization associated with its wireless licenses for operational
markets. The Company amortizes licensing costs associated with PCS systems once
they become operational.
Certain centralized general and administrative costs, including customer
service, accounting and other centralized functions, benefit all of the
Company's operations. These costs are allocated to those operations in a manner
which reflects management's judgment as to the nature of the activity causing
such costs to be incurred.
As used herein, "EBITDA" represents operating loss before depreciation
and amortization. EBITDA is a measure commonly used in the industry and should
not be construed as an alternative to operating income (loss)
13
<PAGE> 16
(as determined in accordance with Generally Accepted Accounting Principles,
"GAAP"), as an alternative to cash flows from operating activities (as
determined in accordance with GAAP), or as a measure of liquidity. Cellular
EBITDA represents EBITDA from the Company's cellular operations and PCS EBITDA
represents EBITDA from the Company's PCS operations.
To the extent that the time to complete the PCS build-out is faster or
the costs are greater than expected, operating losses will increase and
consolidated EBITDA may be negative for some periods. The Company has
experienced rapid growth in its revenues and assets during the periods set forth
below, which rates of growth will not necessarily continue over the next few
years. The Company has made and expects to make substantial capital expenditures
in connection with the expansion of its wireless communications systems. The
Company's results of operations for the periods described herein will not
necessarily be indicative of future performance.
In the comparisons that follow, the Company has separately set forth
certain information relating to cellular operations (including paging) and PCS
operations. The Company believes that this is appropriate because its cellular
systems have been operating for a number of years while its first PCS system
commenced operations during the first quarter of 1996.
RESULTS OF OPERATIONS
Results of Operations for the Three Months Ended September 30, 1997,
Compared to the Three Months Ended September 30, 1996
The Company had 426,300 cellular subscribers at September 30, 1997,
representing an increase of 36,400 or 9.3% from June 30, 1997. At September 30,
1996, the Company had 290,400 cellular subscribers representing a net increase
of 26,200 or 9.9% from June 30, 1996. The Company had 101,000 PCS subscribers at
September 30, 1997, representing an increase of 26,600 or 35.8% from June 30,
1997. The Company had 17,600 PCS subscribers at September 30, 1996, an increase
of 11,200 or 175% from June 30, 1996.
REVENUES
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30,
----------------------------------------------
1997 1996
-------------------- --------------------
CELLULAR PCS CELLULAR PCS
-------- ------- -------- -------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Subscriber revenues ...................... $65,588 $16,241 $46,475 $ 2,249
Roamer revenues .......................... 12,243 10,419
Equipment sales .......................... 2,488 7,051 3,093 3,866
Other revenues ........................... 1,383 1,237
------- ------- ------- -------
Total revenues ...................... $81,702 $23,292 $61,224 $ 6,115
======= ======= ======= =======
</TABLE>
Cellular subscriber revenues increased to $65.6 million for the three
months ended September 30, 1997, from $46.5 million for the three months ended
September 30, 1996. This $19.1 million or 41.1% increase is primarily due to the
growth in the number of subscribers partially offset by a decrease in the
average monthly cellular subscriber revenue per subscriber. Average monthly
cellular subscriber revenue per subscriber, calculated as the average of the
monthly averages, decreased 4.7% to $53.26 for the three months ended September
30, 1997, compared to $55.86 for the three months ended September 30, 1996. The
Company anticipates this downward trend to continue in the fourth quarter. Over
the past few years the cellular industry as a whole has also shown a decline in
the average monthly cellular subscriber revenue per subscriber.
14
<PAGE> 17
PCS subscriber revenues for the three months ended September 30, 1997,
were $16.2 million, representing operations in all seven of the Company's PCS
MTAs for the entire three months. PCS subscriber revenues for the three months
ended September 30, 1996, were $2.2 million, representing operations in four of
the Company's PCS MTAs for part of the quarter. Average monthly PCS subscriber
revenue per subscriber was $61.88 for the three months ended September 30, 1997,
compared to $64.63 for the three months ended September 30, 1996. As the
Company's PCS operations only began generating revenue during 1996, the year
over year trend is not necessarily representative of future trends.
Roamer revenues were $12.2 million for the three months ended September
30, 1997, compared to $10.4 million for the three months ended September 30,
1996, an increase of $1.8 million or 17.5%. The increase is attributed to
increased roaming traffic, partially offset by the decline in rates charged by
carriers between each other in the industry. Roamer revenues as a percentage of
total cellular revenues declined to 15.0% for the three months ended September
30, 1997, from 17.0% for the three months ended September 30, 1996. While the
Company expects total roamer minutes to continue to increase, the decline in the
rates charged between carriers will limit the growth of roamer revenues.
Cellular equipment sales, which consist primarily of handset sales,
decreased to $2.5 million for the three months ended September 30, 1997, from
$3.1 million for the three months ended September 30, 1996. This $0.6 million or
19.6% decrease is primarily due to a slight decrease in the average cellular
handset sales price as a result of competitive strategies chosen by the Company.
PCS equipment sales were $7.1 million for the three months ended September 30,
1997, compared to $3.9 million for the three months ended September 30, 1996.
This $3.2 million increase is due to the increase in handsets sold as a result
of commercial operations in seven of the Company's PCS MTAs during the entire
third quarter of 1997 compared to operations in four of the MTAs for the third
quarter of 1996. The higher revenue generated from PCS equipment sales as
compared to cellular equipment sales is the result of a higher average selling
price for PCS handsets.
Other revenues, which consists primarily of paging revenues, were $1.4
million for the three months ended September 30, 1997, compared to $1.2 million
for the three months ended September 30, 1996, primarily due to maintaining a
consistent subscriber base year over year.
OPERATING EXPENSES
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30,
----------------------------------------------
1997 1996
-------------------- --------------------
CELLULAR PCS CELLULAR PCS
-------- ------- -------- -------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Cost of service ............. $12,105 $11,935 $10,981 $ 3,997
Cost of equipment sales ..... 7,092 14,897 6,334 7,069
General and administrative .. 15,873 12,787 12,400 5,157
Sales and marketing ......... 15,963 15,270 13,706 11,103
Depreciation and amortization 16,730 20,575 16,386 7,695
------- ------- ------- -------
Total operating expenses $67,763 $75,464 $59,807 $35,021
======= ======= ======= =======
</TABLE>
CELLULAR OPERATING EXPENSES
Cost of service increased to $12.1 million for the three months ended
September 30, 1997, from $11.0 million for the three months ended September 30,
1996. This increase is primarily attributable to the increased cost of
maintaining the Company's expanding wireless network to support the larger
subscriber base. While cost of service increased $1.1 million or 10.2%, it
decreased as a percentage of service revenues to 15.3% for the three months
ended September 30, 1997, from 18.9% for the three months ended September 30,
1996, which is due primarily to efficiencies gained from the growing subscriber
base.
15
<PAGE> 18
Cost of equipment sales increased to $7.1 million for the three months
ended September 30, 1997, from $6.3 million for the three months ended September
30, 1996. This $0.8 million or 12.0% increase is due primarily to the increase
in handsets sold for the three months ended September 30, 1997, compared to the
three months ended September 30, 1996.
General and administrative costs increased to $15.9 million for the
three months ended September 30, 1997, from $12.4 million for the three months
ended September 30, 1996, an increase of $3.5 million or 28.0%. The Company's
general and administrative costs are principally considered to be variable
costs, that is costs that will vary with the level of subscribers. The increase
is primarily attributable to the increase in costs associated with supporting
the increased subscriber base. While the Company has not incurred material fraud
or bad debt expenses to date and continues to develop and invest in measures to
minimize such expenses, there can be no assurance that such expenses will not
increase in the future.
Sales and marketing costs increased to $16.0 million for the three
months ended September 30, 1997, from $13.7 million for the three months ended
September 30, 1996, primarily due to net subscriber additions. Sales and
marketing costs per net subscriber added, excluding subscribers added from
acquisitions, decreased to $439 for the three months ended September 30, 1997,
from $523 for the three months ended September 30, 1996. This 16.1% decrease is
primarily a result of reduced advertising and efficiencies gained from the
growing subscriber base. Including the losses on equipment sales, the cost per
net subscriber added decreased to $565 for the three months ended September 30,
1997, from $647 for the three months ended September 30, 1996.
Depreciation expense increased to $14.6 million for the three months
ended September 30, 1997, from $10.6 million for the three months ended
September 30, 1996. This increase of $4.0 million or 37.7%, is attributable to
the continued expansion of the Company's cellular systems. Amortization expense
decreased to $2.1 million for the three months ended September 30, 1997, from
$5.8 million for the three months ended September 30, 1996. This $3.7 million or
63.8% decrease is primarily attributable to the Company prospectively changing
its amortization period for cellular licensing costs from 15 years to 40 years,
effective January 1, 1997, to conform more closely with industry practices.
PCS OPERATING EXPENSES
Total PCS operating expenses were $75.5 million for the three months
ended September 30, 1997, compared to $35.0 million for the three months ended
September 30, 1996. This 115.5% increase is due to seven PCS systems being
operational during the entire third quarter of 1997 while only four PCS system
were operational during the third quarter of 1996. A portion of each individual
component of PCS operating expenses were start-up costs incurred prior to the
commencement of operations in each PCS system. Approximately $1.2 million of
start-up costs were incurred for the three months ended September 30, 1997,
compared to $3.0 million for the three months ended September 30, 1996. As the
subscriber base continues to grow, the Company expects total operating expenses
to increase. Accordingly, the PCS operating expenses are not necessarily
representative of future operations.
Cost of service expenses and cost of equipment sales represents the
expenses incurred by the operational PCS systems. Seven of the PCS MTAs were
operational during the entire third quarter of 1997. Only four of the PCS MTAs
were operational during the third quarter of 1996. Accordingly, cost of service
increased to $11.9 million and cost of equipment sales increased to $14.9
million for the three months ended September 30, 1997, from $4.0 million and
$7.1 million, respectively, for the three months ended September 30, 1996.
General and administrative costs increased to $12.8 million for the three months
ended September 30, 1997, from $5.2 million for the three months ended September
30, 1996, due to the costs associated with supporting the additional markets in
which the Company has operations. Sales and marketing costs increased to $15.3
million for the three months ended September 30, 1997, from $11.1 million for
the three months ended September 30, 1996, as a result of the effort to increase
net subscriber additions. Depreciation expense and amortization expense
increased to $19.0 million and $1.6 million, respectively, for the three months
ended September 30, 1997, from $7.0 million and $0.7 million, respectively, for
the three months ended September 30, 1996. This increase is due to the increased
number of operational systems in 1997 compared to 1996.
16
<PAGE> 19
OPERATING INCOME (LOSS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30,
----------------------------------------------
1997 1996
-------------------- --------------------
CELLULAR(1) PCS CELLULAR(1) PCS
----------- ------- ----------- -------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Operating Income (loss)...... $ 13,939 $ (52,172) $ 1,417 $ (28,906)
======== ========= ======= =========
</TABLE>
- ---------
(1) Includes paging operations
Although cellular operating income increased to $13.9 million for the
three months ended September 30, 1997, from $1.4 million for the three months
ended September 30, 1996, total operating loss increased to $38.2 million for
the three months ended September 30, 1997, from $27.5 million for the three
months ended September 30, 1996. This increase is primarily due to the increased
operating loss attributable to PCS of $52.2 million for the three months ended
September 30, 1997, from an operating loss of $28.9 million for the three months
ended September 30, 1996.
OTHER INCOME (EXPENSE)
Interest and financing expense, net of capitalized interest, increased
to $27.3 million for the three months ended September 30, 1997, from $11.6
million for the three months ended September 30, 1996. The increase of $15.7
million or 135.8%, is primarily attributable to an increase in long-term debt,
which increased to $1,170.0 million at September 30, 1997, from $529.7 million
at September 30, 1996, incurred primarily to fund the Company's capital
expenditures associated with the build-out of the Company's PCS systems.
Interest expense will continue to increase as a result of the increased
borrowings the Company has incurred, and will continue to incur, to fund its
expansion. The weighted average interest rate before the effect of capitalized
interest was 10.1% for the three months ended September 30, 1997, and 10.2% for
the three months ended September 30, 1996.
EBITDA
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30,
----------------------------------------------
1997 1996
-------------------- --------------------
CELLULAR PCS CELLULAR PCS
-------- ------- -------- -------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
EBITDA ......................... $ 30,669 $ (31,597) $ 17,803 $ (21,211)
======== ========= ======== =========
</TABLE>
EBITDA improved to a negative $0.9 million for the three months ended
September 30, 1997, from a negative $3.4 million for the three months ended
September 30, 1996, primarily due to the negative $31.6 million EBITDA
attributable to PCS operations offset by an increase in cellular EBITDA.
Cellular EBITDA increased 72.3% to $30.7 million for the three months ended
September 30, 1997, from $17.8 million for the three months ended September 30,
1996, primarily as a result of increased revenues due to the increased
subscriber base and the related cost efficiencies recognized. As a result,
cellular operating margin (cellular EBITDA as a percentage of cellular service
revenues) increased to 38.7% for the three months ended September 30, 1997, from
30.6% for the three months ended September 30, 1996.
Results of Operations for the Nine Months Ended September 30, 1997, Compared to
the Nine Months Ended September 30, 1996
The Company had 426,300 cellular subscribers at September 30, 1997,
representing an increase of 102,100 or 31.5% from December 31, 1996. At
September 30, 1996, the Company had 290,400 cellular subscribers representing a
net increase of 76,200 or 36.4% from December 31, 1995, generated through the
Company's distribution channels. For the nine months ended September 30, 1996,
the net number of cellular subscribers added through system acquisitions was
approximately 4,700. The Company had 101,000 PCS subscribers at September 30,
1997, representing an increase of 65,500 or 184.5% from December 31, 1996. At
September 30, 1996 the Company had 17,600 PCS subscribers.
17
<PAGE> 20
REVENUES
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
--------------------------------------------------
1997 1996
---------------------- ----------------------
CELLULAR PCS CELLULAR PCS
--------- -------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Subscriber revenues ...................... $173,460 $ 36,057 $124,772 $ 3,103
Roamer revenues .......................... 27,810 26,290
Equipment sales .......................... 8,405 17,407 9,092 5,499
Other revenues ........................... 4,057 3,187
-------- -------- -------- --------
Total revenues ...................... $213,732 $ 53,464 $163,341 $ 8,602
======== ======== ======== ========
</TABLE>
Cellular subscriber revenues increased to $173.5 million for the nine
months ended September 30, 1997, from $124.8 million for the nine months ended
September 30, 1996. This $48.7 million or 39.0% increase is primarily due to the
growth in the number of subscribers partially offset by a decrease in the
average monthly cellular subscriber revenue per subscriber. Average monthly
cellular subscriber revenue per subscriber, calculated as the average of the
monthly averages, declined 6.2% to $51.63 for the nine months ended September
30, 1997, compared to $55.06 for the nine months ended September 30, 1996. The
Company anticipates this downward trend to continue in the fourth quarter. Over
the past few years the cellular industry as a whole has also shown a decline in
the average monthly cellular subscriber revenue per subscriber.
PCS subscriber revenues for the nine months ended September 30, 1997,
were $36.1 million, representing operations in six of the Companies PCS MTAs for
the entire nine months and the Denver MTA for five months. PCS subscriber
revenues for the nine months ended September 30, 1996, were $3.1 million,
primarily representing operations in two of the PCS MTAs. Average monthly PCS
subscriber revenue per subscriber was $63.26 for the nine months ended September
30, 1997, compared to $63.33 for the nine months ended September 30, 1996. As
the Company's PCS operations only began generating revenue during 1996, the year
over year trend is not necessarily representative of future trends.
Roamer revenues were $27.8 million for the nine months ended September
30, 1997, compared to $26.3 million for the nine months ended September 30,
1996, an increase of $1.5 million or 5.8%. This increase is attributed to
increased roaming traffic, partially offset by the decline in rates charged by
carriers between each other in the industry. Roamer revenues as a percentage of
total cellular revenues declined to 13.0% for the nine months ended September
30, 1997, from 16.1% for the nine months ended September 30, 1996. While the
Company expects total roamer minutes to continue to increase, the decline in the
rates charged between carriers will limit the growth of roamer revenues.
Cellular equipment sales, which consist primarily of handset sales,
decreased to $8.4 million for the nine months ended September 30, 1997, from
$9.1 million for the nine months ended September 30, 1996. This $0.7 million or
7.6% decrease is primarily due to a slight decrease in the average cellular
handset sales price as a result of competitive strategies chosen by the Company.
PCS equipment sales were $17.4 million for the nine months ended September 30,
1997, compared to $5.5 million for the nine months ended September 30, 1996.
This $11.9 million increase is due to the increase in handsets sold as a result
of the commercial operations in six of the Company's PCS MTAs during the entire
nine months and the Denver MTA for five months of 1997 compared to operations in
four of the MTAs for part of the nine months ended September 30, 1996. The
Company anticipates continued growth in equipment sales as a result of increases
in PCS subscriber additions. The higher revenue generated from PCS equipment
sales as compared to cellular equipment sales is the result of a higher average
selling price for PCS handsets.
Other revenues, which consists primarily of paging revenues, were $4.1
million for the nine months ended September 30, 1997, compared to $3.2 million
for the nine months ended September 30, 1996. This increase is primarily due to
the additional month of operations in 1997 as compared to 1996 due to the
acquisition of paging operations in February of 1996.
18
<PAGE> 21
OPERATING EXPENSES
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
--------------------------------------------------
1997 1996
---------------------- ----------------------
CELLULAR PCS CELLULAR PCS
-------- -------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Cost of service ............. $ 34,577 $ 31,986 $ 28,958 $ 5,574
Cost of equipment sales ..... 20,044 37,452 17,886 10,309
General and administrative .. 42,449 36,400 33,202 12,764
Sales and marketing ......... 43,360 44,894 37,523 19,364
Depreciation and amortization 49,328 47,599 47,935 9,580
-------- -------- -------- --------
Total operating expenses $189,758 $198,331 $165,504 $ 57,591
======== ======== ======== ========
</TABLE>
CELLULAR OPERATING EXPENSES
Cost of service increased to $34.6 million for the nine months ended
September 30, 1997, from $29.0 million for the nine months ended September 30,
1996. This increase is primarily attributable to the increased cost to maintain
the Company's expanding wireless network to support the larger subscriber base.
While cost of service increased $5.6 million or 19.4%, it decreased as a
percentage of service revenues to 16.8% for the nine months ended September 30,
1997, from 18.8% for the nine months ended September 30, 1996, which is due
primarily to efficiencies gained from the growing subscriber base.
Cost of equipment sales increased to $20.0 million for the nine months
ended September 30, 1997, from $17.9 million for the nine months ended September
30, 1996. This $2.2 million or 12.1% increase is due primarily to the increase
in handsets sold, offset by a slight decline in the cost of handsets, for the
nine months ended September 30, 1997, compared to the nine months ended
September 30, 1996.
General and administrative costs increased to $42.4 million for the nine
months ended September 30, 1997, from $33.2 million for the nine months ended
September 30, 1996, an increase of $9.2 million or 27.9%. The Company's general
and administrative costs are principally considered to be variable costs, that
is costs that will vary with the level of subscribers. The increase is primarily
attributable to the increase in costs associated with supporting the increased
subscriber base. While the Company has not incurred material fraud or bad debt
expenses to date and continues to develop and invest in measures to minimize
such expenses, there can be no assurance that such expenses will not increase in
the future.
Sales and marketing costs increased to $43.4 million for the nine months
ended September 30, 1997, from $37.5 million for the nine months ended September
30, 1996, primarily due to net subscriber additions. Sales and marketing costs
per net subscriber added, excluding subscribers added from acquisitions,
decreased to $424 for the nine months ended September 30, 1997, from $492 for
the nine months ended September 30, 1996. This 13.8% decrease is primarily a
result of reduced advertising and high growth in subscriber additions. Including
the losses on equipment sales, the cost per net subscriber added decreased to
$538 for the nine months ended September 30, 1997, from $608 for the nine months
ended September 30, 1996.
Depreciation expense increased to $43.2 million for the nine months
ended September 30, 1997, from $30.4 million for the nine months ended September
30, 1996. This increase of $12.8 million or 42.1%, is attributable to the
continued expansion of the Company's cellular systems. Amortization expense
decreased to $6.1 million for the nine months ended September 30, 1997, from
$17.5 million for the nine months ended September 30, 1996. This $11.4 million
or 65.1% decrease is primarily attributable to the Company prospectively
changing its amortization period for cellular licensing costs from 15 years to
40 years, effective January 1, 1997, to conform more closely with industry
practices.
19
<PAGE> 22
PCS OPERATING EXPENSES
Total PCS operating expenses were $198.3 million for the nine months
ended September 30, 1997, compared to $57.6 million for the nine months ended
September 30, 1996. This 244.4% increase is due to six PCS systems being
operational for the entire nine months and the Denver MTA for five months of
1997, compared to operations in four of the MTAs for part of the nine months
ended September 30, 1996. A portion of each individual component of PCS
operating expenses were start-up costs incurred prior to the commencement of
operations in each PCS system. Approximately $5.1 million of start-up costs were
incurred for the nine months ended September 30, 1997, compared to $13.6 million
for the nine months ended September 30, 1996. As the subscriber base continues
to grow, the Company expects total operating expenses to increase. Accordingly,
the PCS operating expenses are not necessarily representative of future
operations.
Cost of service expenses and cost of equipment sales represents the
expenses incurred by the operational PCS systems. Six of the PCS MTAs were
operational during the entire nine months ended September 30, 1997, and the
Denver MTA was operational for five months of that period. Four of the PCS MTAs
were operational for part of the nine months ended September 30, 1996.
Accordingly, cost of service increased to $32.0 million and cost of equipment
sales increased to $37.5 million for the nine months ended September 30, 1997,
from $5.6 million and $10.3 million, respectively, for the nine months ended
September 30, 1996. General and administrative costs increased to $36.4 million
for the nine months ended September 30, 1997, from $12.8 million for the nine
months ended September 30, 1996, due to the costs associated with supporting the
additional markets in which the Company has operations. Sales and marketing
costs increased to $44.9 million for the nine months ended September 30, 1997,
from $19.4 million for the nine months ended September 30, 1996, as a result of
the effort to increase net subscriber additions. Depreciation expense and
amortization expense increased to $43.4 million and $4.2 million, respectively,
for the nine months ended September 30, 1997, from $8.6 million and $1.0
million, respectively, for the nine months ended September 30, 1996. This
increase is due to the increased number of operational systems in 1997 over
1996.
OPERATING INCOME (LOSS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
---------------------------------------------------
1997 1996
----------------------- ----------------------
CELLULAR PCS CELLULAR PCS
--------- ---------- -------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Operating Income (loss) $ 23,974 $ (144,867) $ (2,163) $ (48,989)
========= ========== ======== =========
</TABLE>
Although cellular operating income increased to $24.0 million for the
nine months ended September 30, 1997, from an operating loss of $2.2 million for
the nine months ended September 30, 1996, total operating loss increased to
$120.9 million for the nine months ended September 30, 1997, from $51.2 million
for the nine months ended September 30, 1996. This increase is primarily due to
the increased operating loss attributable to PCS of $144.9 million for the nine
months ended September 30, 1997, from an operating loss of $49.0 million for the
nine months ended September 30, 1996.
OTHER INCOME (EXPENSE)
Interest and financing expense, net of capitalized interest, increased
to $67.8 million for the nine months ended September 30, 1997, from $28.6
million for the nine months ended September 30, 1996. The increase of $39.2
million or 137.2%, is primarily attributable to an increase in long-term debt,
which increased to $1,170.0 million at September 30, 1997, from $529.7 million
at September 30, 1996, incurred primarily to fund the Company's capital
expenditures associated with the build-out of the Company's PCS systems.
Interest expense will continue to increase as a result of the increased
borrowings the Company has incurred, and will continue to incur, to fund its
expansion. The weighted average interest rate before the effect of capitalized
interest was 10.1% for the nine months ended September 30, 1997, and 9.1% for
the nine months ended September 30, 1996.
20
<PAGE> 23
EBITDA
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
---------------------------------------------------
1997 1996
----------------------- ----------------------
CELLULAR PCS CELLULAR PCS
--------- ---------- -------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
EBITDA......................... $ 73,302 $ (97,268) $ 45,772 $ (39,409)
======== ========= ======== =========
</TABLE>
EBITDA declined to negative $24.0 million for the nine months ended
September 30, 1997, from a negative $6.4 million for the nine months ended
September 30, 1996, primarily due to the negative $97.3 million EBITDA
attributable to PCS operations offset by an increase in cellular EBITDA.
Cellular EBITDA increased 60.1% to $73.3 million for the nine months ended
September 30, 1997, from $45.8 million for the nine months ended September 30,
1996, primarily as a result of increased revenues due to the increased
subscriber base and the related cost efficiencies recognized. As a result,
cellular operating margin (cellular EBITDA as a percentage of cellular service
revenues) increased to 35.7% for the nine months ended September 30, 1997, from
29.7% for the nine months ended September 30, 1996.
LIQUIDITY AND CAPITAL RESOURCES
The Company has a credit facility (the "Credit Facility") with a
consortium of lenders providing for $750 million of revolving credit and a $200
million term loan. A subsidiary of the Company also has a $300 million credit
facility (the "PCS Vendor Facility" formerly the "NORTEL Facility" and, together
with the Credit Facility, the "Senior Secured Facilities"). As of September 30,
1997, $470 million and $300 million were outstanding under the Credit Facility
and the PCS Vendor Facility, respectively. The amount currently available at
September 30, 1997, for borrowing under the Credit Facility was $380 million and
the total unused portion of the Credit Facility was $480 million. Indebtedness
under the Credit Facility and the PCS Vendor Facility matures on March 31, 2005,
and December 31, 2003, respectively, and bears interest at variable rates.
Substantially all the assets of the Company are pledged as security for such
indebtedness.
On October 14, 1997, the Company and its wholly-owned subsidiary,
Western PCS Corporation ("Western PCS"), entered into an agreement with
Hutchinson Telecommunication Limited ("HTL") and a subsidiary of HTL ("HTL Sub")
pursuant to which HTL Sub agreed to purchase 19.9% of the outstanding capital
stock of Western PCS for an aggregate purchase price of $248.4 million. The
Company also entered into an agreement with HTL and another of HTL's
subsidiaries for the purchase of approximately 5% of the outstanding capital
stock of the Company by the HTL subsidiary for a purchase price of
approximately $74 million. Both purchase transactions are subject to certain
approvals and neither is conditioned upon the closing of the other.
On October 31, 1997, the Company consummated the purchase from Triad
Cellular Corporation, Triad Cellular L.P. and certain of their affiliates
(collectively "Triad") of the cellular business and assets of Triad in the Rural
Service Areas ("RSAs") designated as Texas 1,2, 4, and 5, Utah 3, 4 and 6,
Oklahoma 7 and 8 and Minnesota 7, 8 and 9, for an aggregate purchase price of
(i) approximately $180 million (excluding approximately $10 million in closing
adjustments, which amount is subject to further adjustment), plus (ii) 1,600,000
shares of the Company's Class A Common Stock. In accordance with its agreement
with Triad, the Company will shortly file a shelf Registration Statement on Form
S-3 covering future resales of such shares. Such agreement provides that in the
event such Registration Statement is not declared effective by the Securities
and Exchange Commission on or prior to January 30, 1998, Triad has the option of
receiving $20 million in lieu of such shares. The Company also acquired from
Triad certain D and E Block PCS licenses for an aggregate purchase price of
approximately $4.6 million, such amount being the aggregate amount Triad paid
the FCC in its successful bids for such licenses in the FCC's auction of such
licenses.
Over the next fifteen months the Company currently anticipates spending
approximately $200 million to expand the initial build-out of its PCS MTA
systems and to continue construction of the Seattle and Phoenix/Tucson BTA
systems. In October 1997, the Company paid approximately $14.6 million for the
acquisition of the five remaining D and E Block PCS licenses which the Company
was granted in the third quarter of 1997 and approximately $195 million to close
the acquisition of Triad. These payments were funded by additional borrowings on
the Credit Facility. In addition, further funds will be required to finance the
continued growth of its cellular and PCS operations (which may be significant),
provide for working capital, and service debt. The Company will utilize cash on
hand, funds available from investors and amounts available for borrowing under
the Credit Facility for
21
<PAGE> 24
such purposes. While the Company believes such sources will be sufficient, to
the extent that the build-out of the PCS systems or other costs associated with
the growth of its business are greater than expected, the Company will need to
seek additional financing. The Company continues to consider additional sources
of funding to meet those potential needs which may include the issuance of
additional indebtedness or the sale of additional equity. There can be no
assurance that such funds will be available to the Company on acceptable or
favorable terms.
Net cash used in operating activities for the nine months ended
September 30, 1997, was $82.6 million. Adjustments to the $193.2 million net
loss for such period to reconcile to net cash used in operating activities
primarily included $100.0 million of depreciation and amortization (including
the amortization of deferred financing costs). Other adjustments included
changes in operating assets and liabilities, net of effects from consolidating
acquired interests, consisting primarily of increases of $18.6 million in
accrued liabilities, primarily attributable to an increase in property taxes and
interest, and $14.6 million in accounts receivable, net, as a result of the
increase in total revenues, and a $7.1 million increase in equity in net loss of
unconsolidated affiliates as a result of increased activity in the Company's
investments in international ventures and Cook Inlet PCS. Net cash used in
operating activities was $27.8 million for the nine months ended September 30,
1996.
Net cash used in investing activities was $378.5 million for the nine
months ended September 30, 1997. Investing activities for such period consisted
primarily of purchases of property and equipment of $279.9 million, of which
$238.6 million was attributable to PCS capital expenditures, and purchases of
wireless licenses of $54.6 million as a result of the PCS licenses purchased by
the Company from the FCC's D and E Block auctions. Advances made to affiliates
increased $50.9 million primarily due to a revolving loan agreement with Cook
Inlet PCS and funding of international ventures. Net cash used in investing
activities was $348.1 million for the nine months ended September 30, 1996.
Net cash provided by financing activities was $427.8 million for the
nine months ended September 30, 1997. Financing activities for such period
consisted primarily of additions to long-term debt, which provided cash of $427
million. Net cash provided by financing activities was $389.3 million for the
nine months ended September 30, 1996.
Cook Inlet PCS owns licenses in 21 PCS BTAs, 7 of which were acquired in
the FCC F Block auction in the first quarter of 1997. Cook Inlet PCS is subject
to the FCC's build-out requirements and will require significant additional
amounts to complete the build-out of its PCS systems and to meet the government
debt service requirements on the license purchase prices. The potential sources
of such additional funding include vendor loans, loans or capital contributions
by the partners of the partnership or other third party financing. The Company
funded the operations of the partnership during the nine months ended September
30, 1997, and has entered into a loan agreement with the partnership whereby the
Company agreed to provide a revolver/term loan to the partnership at an interest
rate equal to the higher of fifteen percent or the London Interbank Offer Rate
("LIBOR") plus 5%. At September 30, 1997, the Company had advanced funds
totaling $27.4 million to the partnership.
In the ordinary course of business, the Company continues to evaluate
acquisition opportunities, joint ventures and other potential business
transactions. Any such prospective transactions would be financed with the
borrowings under the Credit Facility or through the issuance of additional
indebtedness or the sale of additional equity. There can be no assurance that
such funds will be available to the Company on acceptable or favorable terms.
SEASONALITY
The Company, and the wireless communications industry in general, have
historically experienced significant subscriber growth during the fourth
calendar quarter. Accordingly, during such quarter the Company experiences
greater losses on equipment sales and increases in sales and marketing expenses.
The Company has historically experienced its highest usage and revenue per
subscriber during the summer months. The Company expects these trends to
continue.
22
<PAGE> 25
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On April 29, 1997, Western PCS BTA I Corporation, a wholly-owned
subsidiary of the Company ("Western BTA"), received a civil investigative
demand from the Department of Justice ("DOJ") requiring production of certain
documents and responses to certain interrogatories in connection with the DOJ's
investigation of bid rigging and market allocation for PCS licenses auctioned
by the FCC. Western BTA understands that similar demands were issued to
numerous other participants in the FCC PCS auctions. Western BTA believes that
its conduct throughout the PCS auctions was consistent with all FCC regulations
and applicable laws and is cooperating fully with the DOJ's investigative
demand.
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.
<TABLE>
<CAPTION>
(a) Exhibits Description
-------- -----------
<S> <C>
10.52 Stock Subscription Agreement by and among Western Wireless
Corporation, Hutchison Telecommunications Limited and
Hutchison Telecommunications Holdings (USA) Limited dated
October 14, 1997.
10.53 Purchase Agreement by and among Western PCS Corporation,
Western Wireless Corporation, Hutchison Telecommunications
Limited and Hutchison Telecommunications PCS (USA) Limited
dated October 14, 1997.
10.54 Form of Cash Management Agreement by and between Western
Wireless Corporation and Western PCS Corporation.
10.55 Form of Roaming Agreement by and between Western Wireless
Corporation and Western PCS Corporation.
10.56 Form of Services Agreement by and between Western Wireless
Corporation and Western PCS Corporation.
10.57 Form of Shareholders Agreement by and among Western
Wireless Corporation, Hutchison Telecommunications PCS
(USA) Limited and Western PCS Corporation.
10.58 Form of Tax Sharing Agreement by and between Western
Wireless Corporation and Western PCS Corporation.
</TABLE>
23
<PAGE> 26
<TABLE>
<S> <C>
10.59 Agreement to Form Limited Partnership dated September 30,
1997, by and among Western PCS I Iowa Corporation, a
Delaware corporation, INS Wireless, Inc., an Iowa
corporation, Western PCS I Corporation, a Delaware
corporation, and Iowa Network Services, Inc., an Iowa
corporation.
10.60 Iowa Wireless Services, L.P. Limited Partnership Agreement
dated as of September 30, 1997, by and between INS
Wireless, Inc., as General Partner, and Western PCS I Iowa
Corporation, as Limited Partner.
27.1 Financial Data Schedule
</TABLE>
(b) Reports on Form 8-K
None
24
<PAGE> 27
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/ Donald Guthrie
---------------------------------
Donald Guthrie
Chief Financial Officer
Dated: November 6, 1997
25
