<PAGE>   1
                                 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, 1999

                                       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)

<TABLE>
<CAPTION>
                  WASHINGTON                                        91-1638901
---------------------------------------------            ---------------------------------
<S>                                                      <C>
(State or other jurisdiction of incorporation            (IRS Employer Identification No.)
or organization)

            3650 131ST AVENUE S.E.,
             BELLEVUE, WASHINGTON                                     98006
   ----------------------------------------                         ----------
   (Address of principal executive offices)                         (Zip Code)
</TABLE>

                                 (425) 586-8700
              ---------------------------------------------------
              (Registrant's telephone number, including area code)


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


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

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

<TABLE>
<CAPTION>
          Title                       Shares Outstanding as of October 30, 1999
          -----                       -----------------------------------------
<S>                                   <C>
Class A Common Stock, no par value                  69,772,595
Class B Common Stock, no par value                   7,290,501
</TABLE>

<PAGE>   2

                          WESTERN WIRELESS CORPORATION
                                    FORM 10-Q
                    FOR THE QUARTER ENDED SEPTEMBER 30, 1999


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                  Page
<S>                                                                                                               <C>
PART I -- FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

         Consolidated Balance Sheets
         as of September 30, 1999 and December 31, 1998...............................................................3

         Consolidated Statements of Operations and Comprehensive Income
         for the Three and Nine Months Ended September 30, 1999, and September 30, 1998...............................4

         Consolidated Statements of Cash Flows
         for the Nine Months Ended September 30, 1999, and September 30, 1998.........................................5

         Notes to Consolidated Financial Statements...................................................................6

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS ..............................................................11


PART II -- OTHER INFORMATION.........................................................................................18

ITEM 1.  LEGAL PROCEEDINGS...........................................................................................18

ITEM 2.  CHANGES IN SECURITIES.......................................................................................18

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.............................................................................18

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.........................................................18

ITEM 5.  OTHER INFORMATION...........................................................................................18

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K............................................................................18
</TABLE>

                                       2
<PAGE>   3

                          WESTERN WIRELESS CORPORATION
                          CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                     September 30,           December 31,
                                                                                         1999                   1998
                                                                                     (Unaudited)
                                                                                     -----------             -----------
<S>                                                                                  <C>                     <C>
                                     ASSETS
Current assets:
   Cash and cash equivalents                                                         $     8,864             $     2,192
   Accounts receivable, net of allowance for doubtful accounts of
          $9,795 and $7,629, respectively                                                 72,663                  45,327
   Inventory                                                                               8,882                   8,794
   Prepaid expenses and other current assets                                              15,989                   8,544
   Receivable from VoiceStream Wireless                                                    1,132
                                                                                     -----------             -----------
      Total current assets                                                               107,530                  64,857

Property and equipment, net of accumulated depreciation
   of $260,289 and $208,776, respectively                                                318,941                 272,317
Licensing costs and other intangible assets, net of accumulated
   amortization of $95,047 and $81,209, respectively                                     614,737                 518,789
Investments in and advances to unconsolidated affiliates                                  50,122                  37,663
Other assets                                                                                 104                  12,912
Net assets from discontinued operations                                                                          314,762
                                                                                     -----------             -----------
                                                                                     $ 1,091,434             $ 1,221,300
                                                                                     ===========             ===========

         LIABILITIES AND SHAREHOLDERS' EQUITY (NET CAPITAL DEFICIENCY)

Current liabilities:
   Accounts payable                                                                  $    16,405             $     5,101
   Accrued liabilities                                                                    58,351                  70,718
   Construction accounts payable                                                           8,595                   6,582
                                                                                     -----------             -----------
      Total current liabilities                                                           83,351                  82,401
                                                                                     -----------             -----------
Long-term debt                                                                         1,195,000               1,045,000
                                                                                     -----------             -----------
Minority interest in consolidated subsidiaries                                             1,338                     639
                                                                                     -----------             -----------

Commitments and contingencies (Note 7)

Shareholders' equity (net capital deficiency):
   Preferred stock, no par value, 50,000,000 shares authorized;
      no shares issued and outstanding
   Common stock, no par value, 300,000,000 shares authorized;
      Class A, 57,242,850 and 38,710,893 shares issued and outstanding,
      respectively, and; Class B, 19,794,310 and 37,312,477 shares issued
      and outstanding, respectively                                                      685,841                 800,631
   Deferred compensation                                                                 (19,756)                 (1,211)
   Foreign currency translation                                                           (2,518)                 (2,328)
   Deficit                                                                              (851,822)               (703,832)
                                                                                     -----------             -----------
      Total shareholders' equity (net capital deficiency)                               (188,255)                 93,260
                                                                                     -----------             -----------
                                                                                     $ 1,091,434             $ 1,221,300
                                                                                     ===========             ===========
</TABLE>

           See accompanying notes to consolidated financial statements

                                       3
<PAGE>   4

                          WESTERN WIRELESS CORPORATION
         CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
                  (Dollars in thousands, except per share data)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                             Three months ended                         Nine months ended
                                                                September 30,                             September 30,
                                                      ---------------------------------         ---------------------------------
                                                           1999                 1998                1999                 1998
                                                      ------------         ------------         ------------         ------------
<S>                                                   <C>                  <C>                  <C>                  <C>
Revenues:
     Subscriber revenues                              $    102,441         $     84,942         $    284,643         $    241,802
     Roamer revenues                                        46,461               20,972              104,142               44,669
     Equipment sales and other revenues                      8,142                5,450               20,673               13,927
                                                      ------------         ------------         ------------         ------------
          Total revenues                                   157,044              111,364              409,458              300,398
                                                      ------------         ------------         ------------         ------------

Operating expenses:
     Cost of service                                        17,765               14,415               48,717               40,013
     Cost of equipment sales                                10,030                9,247               25,854               24,224
     General and administrative                             30,341               22,313               85,893               64,361
     Sales and marketing                                    27,188               21,964               71,094               58,899
     Depreciation and amortization                          27,020               19,199               76,065               54,241
       Stock based compensation                              3,850                                    70,346
                                                      ------------         ------------         ------------         ------------
          Total operating expenses                         116,194               87,138              377,969              241,738
                                                      ------------         ------------         ------------         ------------

Operating income from continuing operations                 40,850               24,226               31,489               58,660
                                                      ------------         ------------         ------------         ------------

Other income (expense):
     Interest and financing expense, net                   (24,961)             (24,191)             (71,761)             (68,488)
     Equity in net loss of unconsolidated                   (3,857)                (579)             (11,542)              (5,184)
       affiliates
     Other, net                                              1,001                  103                3,028                1,422
                                                      ------------         ------------         ------------         ------------
          Total other income (expense)                     (27,817)             (24,667)             (80,275)             (72,250)
                                                      ------------         ------------         ------------         ------------

Minority interest in consolidated subsidiaries                 509                                     1,448
                                                      ------------                              ------------

Net income (loss) from continuing operations                13,542                 (441)             (47,338)             (13,590)
                                                      ------------         ------------         ------------         ------------
Net loss from discontinued operations                                           (49,232)             (82,152)            (153,273)
Cost of discontinuance                                                                               (18,500)
                                                                           ------------         ------------         ------------
              Total discontinued operations                                     (49,232)            (100,652)            (153,273)
                                                                           ------------         ------------         ------------

              Net income (loss)                       $     13,542         $    (49,673)        $   (147,990)        $   (166,863)
                                                      ============         ============         ============         ============
Basic earnings (loss) per share:
       Continuing operations                          $       0.18         $      (0.01)        $      (0.62)        $      (0.18)
       Discontinued operations                                                    (0.64)               (1.31)               (2.02)
                                                      ------------         ------------         ------------         ------------
Basic earnings (loss) per share                       $       0.18         $      (0.65)        $      (1.93)        $      (2.20)
                                                      ============         ============         ============         ============

Diluted earnings (loss) per share:
       Continuing operations                          $       0.17         $      (0.01)        $      (0.62)        $      (0.18)
       Discontinued operations                                                    (0.64)               (1.31)               (2.02)
                                                      ------------         ------------         ------------         ------------
Diluted earnings (loss) per share                     $       0.17         $      (0.65)        $      (1.93)        $      (2.20)
                                                      ============         ============         ============         ============

Weighted average shares outstanding:
       Basic                                            76,892,000           75,877,000           76,585,000           75,828,000
                                                      ============         ============         ============         ============
       Diluted                                          79,642,000           75,877,000           76,585,000           75,828,000
                                                      ============         ============         ============         ============
Comprehensive income (loss):
       Net income (loss)                              $     13,542                              $   (147,990)
       Other comprehensive income:
              Foreign currency translation                      (9)                                     (190)
                                                      ------------                              ------------
Total comprehensive income (loss)                     $     13,533                              $   (148,180)
                                                      ============                              ============
</TABLE>

           See accompanying notes to consolidated financial statements

                                       4
<PAGE>   5

                          WESTERN WIRELESS CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                    Nine months ended
                                                                                      September 30,
                                                                             -------------------------------
                                                                                1999                 1998
                                                                             ---------             ---------
<S>                                                                          <C>                   <C>
Operating activities:
   Net loss                                                                  $(147,990)            $(166,863)
   Adjustments to reconcile net loss to net cash
   provided by operating activities:
      Net loss from discontinued operations                                     82,152               153,273
      Depreciation and amortization                                             76,065                54,241
      Employee equity compensation                                              70,331                 1,530
      Equity in net loss of unconsolidated affiliates                           11,542                 5,184
      Minority interest in net loss of consolidated subsidiary                  (1,448)
      Other, net                                                                 5,122                 2,720
      Changes in operating assets and liabilities, net of effects
         from consolidating acquired interests:
           Accounts receivable, net                                            (25,575)                  174
           Inventory                                                               (51)                4,391
           Prepaid expenses and other current assets                            (7,445)               (2,123)
           Accounts payable                                                     11,304                 1,405
           Accrued liabilities                                                  (5,138)                7,697
                                                                             ---------             ---------
      Net cash provided by operating activities                                 68,869                61,629
                                                                             ---------             ---------
Investing activities:
   Purchase of property and equipment                                         (110,205)              (49,465)
   Additions to licensing costs and other intangible assets                     (2,508)               (8,490)
   Acquisition of wireless properties, net of cash acquired                   (124,318)              (35,346)
   Investments in and advances to unconsolidated affiliates                    (15,043)               (6,849)
   Repayment of advances to VoiceStream Wireless                                15,420                96,839
   Return of investment from VoiceStream Wireless                               20,000
   Other                                                                                                (943)
                                                                             ---------             ---------
      Net cash used in investing activities                                   (216,654)               (4,254)
                                                                             ---------             ---------
Financing activities:
   Proceeds from issuance of common stock, net                                   4,457                   805
   Additions to long-term debt                                                 160,000                60,000
   Repayment of debt                                                           (10,000)             (110,000)
   Net costs of private placement                                                                     (1,080)
                                                                             ---------             ---------
      Net cash provided by (used in) financing activities                      154,457               (50,275)
                                                                             ---------             ---------

Change in cash and cash equivalents                                              6,672                 7,100

Cash and cash equivalents, beginning of period                                   2,192                15,122
                                                                             ---------             ---------

Cash and cash equivalents, end of period                                     $   8,864             $  22,222
                                                                             =========             =========
</TABLE>

           See accompanying notes to consolidated financial statements

                                       5
<PAGE>   6
                          WESTERN WIRELESS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   ORGANIZATION:

     Western Wireless Corporation (the "Company") provides wireless
communications services in the western United States principally through the
ownership and operation of cellular systems in rural areas. As of September 30,
1999, the Company provides cellular services in 94 markets.

     A wholly owned subsidiary of the Company, WWC Holding Co., Inc., ("Holding
Co.") owns 96% of Western Wireless International ("WWI") which holds
non-controlling interests in entities which own and operate wireless licenses in
certain foreign countries including Haiti, Georgia, Ghana, Croatia, Iceland, and
Latvia. Additionally, WWI holds approximately 67% of Meteor Mobile
Communications ("MMC"). Early in the fourth quarter of 1999, WWI was notified
that it's $15.3 million bid for a wireless license in Bolivia was accepted by
government regulators of that country.

     The Company had an 80.1% controlling interest in VoiceStream Wireless
Corporation ("VoiceStream"), an entity which provides wireless communication
services through the ownership and operation of personal communication service
("PCS") licenses. On May 3, 1999, VoiceStream formally separated from Western
Wireless' other operations (the "Spin-off"). As of that date, Western Wireless
distributed all of its interest in VoiceStream to its shareholders. Although
VoiceStream has been operated separately from Western Wireless' other operations
and has been a separate legal entity since its inception, the Spin-off
established VoiceStream as a stand-alone entity with objectives separate from
those of Western Wireless. The accompanying consolidated financial statements
have been restated to report the discontinued operations of VoiceStream
separately from the continuing operations of the Company.

     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, 1998, contained in the Company's Form 10-K dated March
31, 1999.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

     Supplemental cash flow disclosures:

     Cash paid for interest was $69.1 million and $74.5 million for the nine
months ended September 30, 1999 and 1998, respectively.

     Reclassifications:

     Certain amounts in prior year's financial statements have been reclassified
to conform to the 1999 presentation.

     Recently issued accounting standards:

     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." It requires the
recognition of all derivatives as either assets or liabilities and the
measurement of those instruments at fair value. The required adoption period is
effective for the issuance of the Company's March 31, 2001, quarterly financial
statements. The implementation of SFAS No. 133 is not expected to have a
material impact on the Company's financial position or results of operations.

3.   PROPERTY AND EQUIPMENT:

     Property and equipment consists of:

<TABLE>
<CAPTION>
     (Dollars in thousands)                      SEPTEMBER 30,         DECEMBER 31,
                                                    1999                  1998
                                                  ---------             ---------
<S>                                              <C>                   <C>
     Land, buildings, and improvements...         $  11,631             $  12,748
     Wireless communications systems ....           417,031               373,971
     Furniture and equipment ............            63,445                53,919
                                                  ---------             ---------
                                                    492,107               440,638
     Less accumulated depreciation ......          (260,289)             (208,776)
                                                  ---------             ---------
                                                    231,818               231,862
     Construction in progress ...........            87,123                40,455
                                                  ---------             ---------
                                                  $ 318,941             $ 272,317
                                                  =========             =========
</TABLE>

     Depreciation expense was $22.7 million and $16.2 million for the three
months ended September 30, 1999 and 1998, respectively, and $64.8 million and
$45.1 million for the nine months ended September 30, 1999 and 1998,
respectively.

                                       6
<PAGE>   7

                          WESTERN WIRELESS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


4.   LICENSING COSTS AND OTHER INTANGIBLE ASSETS:

<TABLE>
<CAPTION>
     (Dollars in thousands)                      SEPTEMBER 30,         DECEMBER 31,
                                                    1999                 1998
                                                  ---------             ---------
<S>                                              <C>                   <C>
     License costs ...................            $ 673,661             $ 564,157
     Other intangible assets..........               36,123                35,841
                                                  ---------             ---------
                                                    709,784               599,998
     Accumulated amortization.........              (95,047)              (81,209)
                                                  ---------             ---------
                                                  $ 614,737             $ 518,789
                                                  =========             =========
</TABLE>


     Amortization expense was $4.4 million and $3.0 million for the three months
ended September 30, 1999 and 1998, respectively, and $11.3 million and $9.2
million for the nine months ended September 30, 1999 and 1998, respectively.

5.   LONG-TERM DEBT:

<TABLE>
<CAPTION>
     (Dollars in thousands)                                         SEPTEMBER 30,          DECEMBER 31,
                                                                        1999                  1998
                                                                     ---------              ---------
<S>                                                                  <C>                    <C>
        Credit Facility:
              Revolver.............................................  $ 595,000               $  445,000
              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
                                                                    ----------               ----------
                                                                    $1,195,000               $1,045,000
                                                                    ==========               ==========
</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").

     Early in the fourth quarter of 1999, the Company received approval to
establish a $250 million additional facility (the "Additional Facility"), as
permitted under the Credit Facility. The Additional Facility is structured as a
term loan to be completely drawn by May 5, 2000, and bears interest at Libor
plus 2 1/2 percent. Other terms and conditions are similar to the existing Term
Loan.

     The aggregate amounts of principal maturities of the Company's debt are as
follows (dollars in thousands):

<TABLE>
<S>                                                         <C>
     Three months ending December 31, 1999..................$        0
     Year ending December 31,
     2000...................................................         0
     2001...................................................    61,000
     2002...................................................    91,250
     2003...................................................   150,750
     Thereafter.............................................   892,000
                                                            ----------
                                                            $1,195,000
                                                            ==========
</TABLE>


6.   ACCRUED LIABILITIES:

<TABLE>
<CAPTION>
     (Dollars in thousands)                                   SEPTEMBER 30,      DECEMBER 31,
                                                                  1999              1998
                                                              ------------       -----------
<S>                                                           <C>                <C>
     Accrued payroll and benefits...........................     $11,268           $14,667
     Accrued interest expense ..............................      12,538            13,091
     Accrued property taxes.................................       5,753             4,951
     Accrued taxes (other than income)......................      10,355             3,870
     Accrued interconnect charges...........................       9,436             6,358
        Other...............................................       9,001            27,781
                                                                 -------           -------
                                                                 $58,351           $70,718
                                                                 =======           =======
</TABLE>

                                       7
<PAGE>   8

                          WESTERN WIRELESS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


7.   COMMITMENTS AND CONTINGENCIES:

     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, 1999, are summarized below (dollars in thousands):

<TABLE>
<S>                                                                <C>
      Three months ending December 31, 1999........................$ 3,043
      Year ending December 31,
      2000......................................................... 11,142
      2001.........................................................  9,563
      2002.........................................................  8,065
      2003.........................................................  5,434
      Thereafter...................................................  6,239
                                                                   -------
                                                                   $43,486
                                                                   =======
</TABLE>


     Aggregate rental expense for all operating leases was approximately $3.7
million and $3.1 million for the three months ended September 30, 1999 and 1998,
respectively, and $10.5 million and $8.7 million for the nine months ended
September 30, 1999 and 1998, respectively.

     The Company has entered into purchase agreements to buy hardware, software,
and consulting services in the aggregate of $18.5 million. As of September 30,
1999, no milestones of this commitment have been met and no payments have been
made.

     The Company has various other purchase commitments for materials, supplies
and other items incidental 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.

     On October 3, 1999, the Irish High Court remanded to the Office of the
Director of Telecommunication Regulation ("ODTR") its decision that ranked MMC
number one in a bid for a third mobile phone license in Ireland. The court found
that the ODTR may have shown bias in its decision to rank MMC number one in the
bid process and therefore the decision of the regulator may have been
unreasonable. MMC and the ODTR have appealed this ruling to the Irish Supreme
Court. If the ruling is upheld on appeal, then it is most likely that: (1) the
previous bids will be reviewed and re-ranked or (2) a new bidding process will
be implemented. Management remains committed to the Irish market and believes
that the attributes of its original bid that resulted in the initial number one
ranking will continue to be recognized as the best plan. However, pending the
outcome of the appeal, there is no assurance that the Company will retain its
current ranking.

     During the period from which the Company's bid was ranked number one up
through the date of the recent court decision, WWI continued to invest in MMC.
However, since MMC may not be awarded the license, it is possible that the
investment underlying MMC may not be realized. If MMC is not successful in its
bid for this license, the estimated range of a potential loss to be recorded by
WWI would range from $6 to $10 million.

8.   SHAREHOLDERS' EQUITY:

     Stock issuances:

     During the nine months ended September 30, 1999, the Company issued 908,790
shares of its Class A Common Stock as a result of employee stock options
exercises.

     In January 1999, the Company issued an additional 105,000 Class A Common
Stock shares to certain key executives pursuant to an Executive Restricted Stock
Plan.

     Other transactions:

     During the second quarter, as a result of the Spin-off, the Company
recognized compensation expense on all options outstanding as of May 3, 1999. On
the date of the Spin-off, the Company cancelled and reissued all outstanding
stock options. All reissued stock options were granted in a manner that ensured
employees of both the Company and VoiceStream maintained the value of their
options, subject to normal fluctuations in the price of both companies stock,
after the Spin-off.

     This reissuance did not accelerate benefits to option holders. The Company
believes this allows employees to continue to better participate in the success
of the Company for which they work. As outlined in the provisions of EITF 90-9
the company recorded deferred compensation of approximately $82.8 million and
compensation expense for those options in which the service period had passed.

                                       8
<PAGE>   9

                         WESTERN WIRELESS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


9.   EARNINGS PER COMMON SHARE:

     Statement of Financial Accounting Standards No. 128, "Earnings Per Share,"
requires two presentations of earnings per share -- "basic" and "diluted." Basic
earnings per share is computed by dividing income available to shareholders (the
numerator) by the weighted-average number of shares (the denominator) for the
period. The computation of diluted earnings per share is similar to basic
earnings per share, except that the denominator is increased to include the
number of additional shares that would have been outstanding if the potentially
dilutive shares, such as options, had been issued. The treasury stock method is
used to calculate dilutive shares which reduces the gross number of dilutive
shares by the number of shares purchasable from the proceeds of the options
assumed to be exercised.

     Loss per share is calculated using the weighted average number of shares of
outstanding stock during the period. For those periods presented with a net
loss, the options outstanding are anti-dilutive, thus basic and diluted loss per
share are equal.

The components of basic and diluted earnings per share were as follows:

(Dollars in thousands, except per share data)

<TABLE>
<CAPTION>
                                                        THREE MONTHS ENDED                           NINE MONTHS ENDED
                                                           SEPTEMBER 30,                                SEPTEMBER 30,
                                               -------------------------------------         -------------------------------------
                                                     1999                   1998                  1999                   1998
                                               --------------         --------------         --------------         --------------
<S>                                            <C>                    <C>                    <C>                    <C>
      Numerator:
        Net income (loss) from                 $       13,542         $         (441)        $      (47,338)        $      (13,590)
          continuing operations
        Total discontinued operations                                        (49,232)              (100,652)              (153,273)
                                               --------------         --------------         --------------         --------------
        Net income (loss)                      $       13,542         $      (49,673)        $     (147,990)        $     (166,863)
                                               ==============         ==============         ==============         ==============
     Denominator:
       Weighted-average shares
            Basic                                  76,892,000             75,877,000             76,585,000             75,828,000
       Effect of dilutive securities:
            Dilutive options                        2,750,000
                                               --------------         --------------         --------------         --------------
       Weighted-average shares
            Diluted                                79,642,000             75,877,000             76,585,000             75,828,000
                                               ==============         ==============         ==============         ==============
     Basic earnings (loss) per share:
           Continuing operations               $         0.18         $        (0.01)        $        (0.62)        $        (0.18)
           Discontinued operations                                             (0.64)                 (1.31)                 (2.02)
                                               --------------         --------------         --------------         --------------
     Basic earnings (loss) per share           $         0.18         $        (0.65)        $        (1.93)        $        (2.20)
                                               ==============         ==============         ==============         ==============
     Diluted earnings (loss) per share:
           Continuing operations               $         0.17         $        (0.01)        $        (0.62)        $        (0.18)
           Discontinued operations                                             (0.64)                 (1.31)                 (2.02)
                                               --------------         --------------         --------------         --------------
     Diluted earnings (loss) per share         $         0.17         $        (0.65)        $        (1.93)        $        (2.20)
                                               ==============         ==============         ==============         ==============
</TABLE>


10.  ACQUISITIONS:

     Early in the fourth quarter of 1999, the Company purchased the Texas 7 and
Arkansas 11 Rural Service Areas ("RSA") for approximately $165 million in cash.
This transaction will be accounted for using the purchase method.

     In the third quarter of 1999, the Company entered into an agreement to
purchase the Utah 5 RSA for approximately $30 million in cash. This transaction
is awaiting Federal Communications Commission ("FCC") approval and is expected
to close during the fourth quarter of 1999.

     In June 1999, the Company completed the purchase of the cellular licenses
and operations of the Brownsville, TX and McAllen, TX Metropolitan Statistical
Areas ("MSA") for an aggregate amount of approximately $96.0 million in cash.
This transaction was accounted for using the purchase method.

     During February 1999, the Company completed the purchase of the cellular
license and operations of the Wyoming 4 and Oklahoma 1 RSA for $19 million in
cash. Prior to the purchase of the Wyoming 4 RSA, the Company operated this
market under an Interim Operating Authority ("IOA") from the FCC. This
transaction was accounted for using the purchase method.

                                       9
<PAGE>   10

                         WESTERN WIRELESS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


11.  RELATED PARTY TRANSACTIONS:

     The financial statements include an allocation of certain centralized costs
to VoiceStream and its affiliates, prior to and subsequent to the Spin-off. Such
centralized items include the costs of shared senior management, customer care
operations and certain back office functions. These costs have been allocated to
VoiceStream and its affiliates in a manner that reflects the relative time
devoted to each. For the three months ended September 30, 1999 and 1998, the
Company allocated to VoiceStream and its affiliates costs of $1.4 million and
$4.4 million, respectively, and $8.6 million and $11 million for the nine months
ended September 30, 1999 and 1998, respectively.

     After the Spin-off, the net operating loss ("NOL") carryforwards resulting
from VoiceStream's cumulative tax losses were transferred to VoiceStream.
Pursuant to a tax sharing agreement entered into at the time of the Hutchison
investment, VoiceStream paid the Company $20 million, the amount representative
of the tax benefit of NOLs generated while VoiceStream was a wholly-owned
subsidiary of the Company. This was accounted for as a return of capital to the
Company.

     The Company, its Holding Co., WWI, and Bradley Horwitz, the Vice
President-International, have entered into an amendment of a subscription and
put and call agreement with respect to shares of common stock of WWI whereby Mr.
Horwitz's interest in WWI is decreased from 10% to 4.04% in consideration of the
Company's investment in WWI of an additional $29 million in 1996 and 1997.
Holding Co. continues to own the balance of the outstanding capital stock of
WWI. Any funds provided by the Company to WWI on or subsequent to January 1,
1998, shall be considered revolving debt loaned by the Company to WWI at an
interest rate of 10.5% per annum.

                                       10
<PAGE>   11

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
LITIGATION REFORM ACT OF 1995. Statements contained herein that are not
based on historical fact, including without limitation statements containing the
words "believes," "may," "will," "estimate," "continue," "anticipates,"
"intends," "expects" and words of similar import, constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results, events or
developments to be materially different from any future results, events or
developments expressed or implied by such forward-looking statements. Such
factors include, among others, the following: general economic and business
conditions, both nationally and in the regions in which Western Wireless
Corporation (the "Company") operates; technology changes; competition; changes
in business strategy or development plans; the high leverage of the Company; the
ability to attract and retain qualified personnel; existing governmental
regulations and changes in, or the failure to comply with, governmental
regulations; liability and other claims asserted against the Company; the
Company's and its third-party suppliers' ability to take corrective action in a
timely manner with respect to the year 2000 issue; and other factors referenced
in the Company's filings with the Securities and Exchange Commission. Given
these uncertainties, readers are cautioned not to place undue reliance on such
forward-looking statements. The Company disclaims any obligation to update any
such factors or to publicly announce the result of any revisions to any of the
forward-looking statements contained herein to reflect future results, events or
developments.

     The following is a discussion and analysis of the consolidated financial
condition and results of operations of the Company and should be read in
conjunction with the Company's 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, 1998.

OVERVIEW

     Western Wireless provides cellular communications services through the
ownership and operation of cellular communications systems in 94 Rural Service
Areas and Metropolitan Statistical Areas in the United States.

     A wholly owned subsidiary of the Company, WWC Holding Co., Inc., ("Holding
Co.") owns 96% of Western Wireless International ("WWI") which holds
non-controlling interests in entities which own and operate wireless licenses in
certain foreign countries including Haiti, Georgia, Ghana, Croatia, Iceland, and
Latvia. Additionally, WWI holds approximately 67% of Meteor Mobile
Communications ("MMC"). Early in the fourth quarter of 1999, WWI was notified
that it's $15.3 million bid for a wireless license in Bolivia was accepted by
government regulators of that country.

     On October 3, 1999, the Irish High Court remanded to the Office of the
Director of Telecommunication Regulation ("ODTR") its decision that ranked MMC
number one in a bid for a third mobile phone license in Ireland. The court found
that the ODTR may have shown bias in its decision to rank MMC number one in the
bid process and therefore the decision of the regulator may have been
unreasonable. MMC and the ODTR have appealed this ruling to the Irish Supreme
Court. If the ruling is upheld on appeal, then it is most likely that: (1) the
previous bids will be reviewed and re-ranked or (2) a new bidding process will
be implemented. Management remains committed to the Irish market and believes
that the attributes of its original bid that resulted in the initial number one
ranking will continue to be recognized as the best plan. However, pending the
outcome of the appeal, there is no assurance that the Company will retain its
current ranking.

     During the period from which the Company's bid was ranked number one up
through the date of the recent court decision, WWI continued to invest in MMC.
However, since MMC may not be awarded the license, it is possible that the
investment underlying MMC may not be realized. If MMC is not successful in its
bid for this license, the estimated range of a potential loss to be recorded by
WWI would range from $6 to $10 million.

     The Company had an 80.1% controlling interest in VoiceStream Wireless
Corporation ("VoiceStream"), an entity which provides wireless communication
services through the ownership and operation of personal communication services
("PCS") licenses. On May 3, 1999, VoiceStream was formally separated from
Western Wireless (the "Spin-off"). As of that date, Western Wireless distributed
all of its interest in VoiceStream to its shareholders. Although VoiceStream has
been operated separately from Western Wireless' other operations and has been a
separate legal entity since its inception, the Spin-off established VoiceStream
as a stand-alone entity with objectives separate from those of Western Wireless.
For additional information regarding the Spin-off, see the Company's information
statement filed with the SEC on Form 14-C dated April 12, 1999.

     During the second quarter, as a result of the Spin-off, the Company
recognized compensation expense on all options outstanding as of May 3, 1999. On
the date of the Spin-off, the Company cancelled and reissued all outstanding
options. All reissued stock options were granted in a manner that ensured
employees of both the Company and VoiceStream maintained the value of their
options, subject to normal fluctuations in the price of both companies stock,
after the Spin-off. This reissuance did not accelerate any benefits to option
holders. The Company believes this allowed employees to continue to better
participate in the success of the Company for which they work. As outlined in
the provisions of EITF 90-9 the company recorded deferred compensation of
approximately $82.8 million and compensation expense for those options in which
the service period has passed.

                                       11
<PAGE>   12

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998

         The Company had 774,000 subscribers at September 30, 1999, representing
an increase of 36,400 or 4.9% from June 30, 1999. The Company had 620,300
subscribers at September 30, 1998, representing an increase of 37,000 or 6.3%
from June 30, 1998.

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

<TABLE>
<CAPTION>
     (Dollars in thousands)                                THREE MONTHS ENDED SEPTEMBER 30,
                                                   -------------------------------------------------
                                                      1999              % CHANGE             1998
                                                   ---------            --------           ---------
     Revenues:
<S>                                                <C>                     <C>             <C>
          Subscriber revenues                      $ 102,441               20.6%           $  84,942
          Roamer revenues                             46,461              121.5%              20,972
          Equipment sales and other
            revenues                                   8,142               49.4%               5,450
                                                   ----------                              ---------
              Total revenues                       $ 157,044                               $ 111,364

     Operating expenses:
          Cost of service                          $  17,765               23.2%           $  14,415
          Cost of equipment sales                     10,030                8.5%               9,247
          General and administrative                  30,341               36.0%              22,313
          Sales and marketing                         27,188               23.8%              21,964
          Depreciation and amortization               27,020               40.7%              19,199
          Stock based compensation                     3,850                N.M.
                                                   ----------                              ---------
              Total operating expenses             $ 116,194                               $  87,138

     Other income (expense)                        $ (27,817)             (12.8)%          $ (24,667)

     Net income (loss) from continuing
     operations                                    $  13,542                N.M.           $    (441)

     EBITDA                                        $  71,720               65.2%           $  43,425

     Cash flows provided by (used in):
          Operating activities                     $  49,429               97.6%           $  25,010
                                                   =========                               =========
          Investing activities                     $ (62,273)             (50.6)%          $ (41,360)
                                                   =========                               =========
          Financing activities                     $  16,368              (54.1)%          $  30,233
                                                   =========                               =========
</TABLE>


     REVENUES

     The increase in subscriber revenues is primarily due to the 26% growth in
the number of the Company's average subscribers for the quarter ended September
30, 1999, compared to the quarter ended September 30, 1998, offset by a decrease
in the average monthly subscriber revenue per average subscriber. Average
monthly subscriber revenue per average subscriber was $45.18 for the three
months ended September 30, 1999, a 4.0% decline from $47.05 for the three months
ended September 30, 1998, but is up slightly from the second quarter ended June
30, 1999. The Company continues to focus on attracting new customers with rate
plans that provide more value to the customer at a higher average access charge.
Management feels this strategy will provide relative stability in the average
monthly subscriber revenue per average subscriber in future periods.

     The increase in roamer revenues is attributed to an increase in roaming
traffic on the Company's network and partially offset by a decrease in the rates
charged between carriers. A significant portion of the increase is driven by the
growth in roamer minutes with digital carriers as a result of the Company's
strategy, implemented in 1998, to become the roaming partner of choice for other
carriers. While the Company expects total roamer minutes to continue increasing,
the decline in the rates charged between carriers may limit the growth of roamer
revenues.

     Equipment sales for the three months ended September 30, 1999, which
consists primarily of handset sales, increased primarily due to the growth in
subscriber additions. In addition, average phone and accessory revenue per item
sold increased compared to the same quarter one year ago. The mix of high-end
handsets with more features comprised a larger portion of overall handset
revenue during the third quarter of 1999 compared to the third quarter of 1998.

                                       12
<PAGE>   13

     OPERATING EXPENSES

     The increase in cost of service is primarily attributable to the increased
costs of maintaining the Company's expanding wireless network to support the
larger subscriber base. Cost of service as a percentage of service revenues
decreased to 11.9% for the three months ended September 30, 1999 from 13.6% for
the three months ended September 30, 1998. The decrease as a percentage of
service revenues is due mainly to service revenues growing at a faster rate than
the fixed cost of service components. The Company expects cost of service
dollars to continue to increase in future periods as a result of the growing
subscriber base and the increase in other carriers' customers roaming on its
network. However, the cost of service as a percentage of service revenues is
expected to continue declining as greater economies of scale are realized.

     Cost of equipment sales to the Company increased primarily due to the
increase in handsets sold, offset by a decrease in the average cost of handsets,
for the three months ended September 30, 1999 compared to the same period in
1998. The Company expects that the cost for its handsets, will decrease at a
slower rate or begin to level off in future periods.

     The Company's general and administrative costs are principally variable
costs based on the average number of subscribers. The increase in total dollars
is primarily attributable to the increase in costs associated with supporting a
larger subscriber base. The general and administrative monthly cost per average
subscriber increased to $13.38 for the three months ended September 30, 1999,
from $12.36 for the same period in 1998. The increase is due partly to
additional headquarter costs resulting from lost cost efficiencies as a result
of the Spin-off. In addition, the Company incurred pre-operating costs related
to Ireland with no corresponding additions in subscribers as the Ireland market
is not yet operational. Management anticipates improved cost efficiencies to be
realized on a per subscriber basis in future periods due to cost reductions
expected with the implementation of a new billing system during the next fiscal
year.

     The increase in sales and marketing costs is primarily due to the increase
in subscribers added during the three months ended September 30, 1999, compared
to the same period in 1998. Sales and marketing cost per net subscriber added,
including the loss on equipment sales, remained relatively flat at $835 for the
three months ended September 30, 1999, compared to $841 for the three months
ended September 30, 1998.

     The increase in depreciation and amortization expenses is mainly
attributable to the acquisition of additional wireless communication system
assets. In addition the Company continues to expand and upgrade its wireless
systems. Management anticipates depreciation and amortization to increase in
future periods as a result of this expansion.

     The stock based compensation results mainly from the amortization of
deferred compensation due to the cancellation and reissuance of employee stock
options as a result of the Spin-off, as previously discussed. The Company
anticipates future expenses related to this transaction to be approximately $17
million spread over the remainder of 1999, and continue through the year 2001.

     OTHER INCOME (EXPENSE)

     Interest and financing expense increased to $25.0 million for the three
months ended September 30, 1999, compared to $24.2 million for the same period
in 1998, due to a modest increase in the average long-term debt balance offset
by a lower applicable borrowing rate for the current quarter compared to the
comparative quarter last year. The weighted average interest rate was 8.41% for
the three months ended September 30, 1999, as compared to 9.20% for the same
period in 1998.

     NET INCOME (LOSS) FROM CONTINUING OPERATIONS

     The change from a net loss during the three months ended September 30, 1998
to net income during the three month period ended September 30, 1999 is mainly
attributable to increased service revenues combined with greater cost
efficiencies due to the larger subscriber base. The Company had no tax liability
for the current quarter due to net operating loss carryforwards ("NOLs") from
prior years.

     EBITDA

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

                                       13
<PAGE>   14

     EBITDA for the Company increased to $71.7 million for the three months
ended September 30, 1999, from $43.4 million for the same period in 1998. The
increase in EBITDA is primarily a result of increased revenues due to the
increased subscriber base and the related cost efficiencies gained.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998

     The Company had 774,000 subscribers at September 30, 1999, representing an
increase of 113,600 or 17.2% from December 31, 1998. The Company had 620,300
subscribers at September 30, 1998, representing an increase of 100,300 or 19.2%
from December 31, 1997.

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

<TABLE>
<CAPTION>
     (Dollars in thousands)                    NINE MONTHS ENDED SEPTEMBER 30,
                                            --------------------------------------
                                               1999        % CHANGE         1998
                                            ---------      --------       --------
<S>                                         <C>            <C>            <C>
     Revenues:
          Subscriber revenues               $ 284,643         17.7%       $241,802
          Roamer revenues                     104,142        133.2%         44,669
          Equipment sales and other
            revenues                           20,673         48.4%         13,927
                                            ---------                     --------
              Total revenues                $ 409,458                     $300,398

     Operating expenses:
          Cost of service                   $  48,717         21.8%         40,013
          Cost of equipment sales              25,854          6.7%         24,224
          General and administrative           85,893         33.5%         64,361
          Sales and marketing                  71,094         20.7%         58,899
          Depreciation and amortization        76,065         40.2%         54,241
          Stock based compensation             70,346          N.M.
                                            ---------                     --------
              Total operating expenses      $ 377,969                     $241,738

     Other income (expense)                 $(80,275)        (11.1)%      $(72,250)

     Net loss from continuing operations    $(47,338)       (248.3)%      $(13,590)

     EBITDA                                 $ 177,900         57.6%       $112,901

     Cash flows provided by (used in):
          Operating activities              $  68,869         11.7%       $ 61,629
                                            =========                     ========

          Investing activities              $(216,654)         N.M.       $ (4,254)
                                            =========                     ========
          Financing activities              $ 154,457          N.M.       $(50,275)
                                            =========                     ========
</TABLE>


     REVENUES

     The increase in subscriber revenues is primarily due to a 26% growth in the
number of average subscribers for the nine months ended September 30, 1999,
compared to the nine months ended September 30, 1998, offset by a decrease in
the average monthly subscriber revenue per average subscriber. Average monthly
subscriber revenue per average subscriber was $44.10 for the nine months ended
September 30, 1999, a 6.4% decline from $47.11 for the nine months ended
September 30, 1998. The Company continues to focus on attracting new customers
with rate plans that provide more value to the customer at a higher average
access charge. Management feels this strategy will provide relative stability in
the average monthly subscriber revenue per average subscriber in future periods.

     The increase in roamer revenues is attributed to an increase in roaming
traffic and partially offset by a decrease in the rates charged between
carriers. A significant portion of the increase is driven by the growth in
roamer minutes as a result of the Company's strategy, implemented in 1998, to
become the roaming partner of choice for other carriers. While the Company
expects total roamer minutes to continue increasing, the decline in the rates
charged between carriers may limit the growth of roamer revenues.

     Equipment sales for the nine months ended September 30, 1999, which
consists primarily of handset sales, increased primarily due to the growth in
subscriber additions. In addition, average phone and accessory revenue per item
sold increased compared to the same period one year ago. The mix of high-end
handsets with more features comprised a larger portion of overall handset sales
during the nine months ended September 30, 1999 compared to the nine months
ended September 30, 1998.

                                       14
<PAGE>   15

     OPERATING EXPENSES

     The increase in cost of service is primarily attributable to the increased
costs of maintaining the Company's expanding wireless network to support the
larger subscriber base. Cost of service as a percentage of service revenues
declined to 12.5% for the nine months ended September 30, 1999 from 14.0% for
the nine months ended September 30, 1998. The decrease as a percentage of
service revenues is due mainly to service revenues growing at a faster rate than
the fixed cost of service components. The Company expects cost of service
dollars to continue to increase in future periods as a result of the growing
subscriber base and the increase in other carriers' customers roaming on its
network. However, the cost of service as a percentage of service revenues is
expected to continue to decline as greater economies of scale are realized.

     Cost of equipment sales to the Company increased primarily due to the
increase in handsets sold, offset by a decrease in the average cost of handsets,
for the nine months ended September 30, 1999 compared to the same period in
1998. The Company expects that the cost for its handsets will decrease at a
slower rate or level off in future periods.

     The Company's general and administrative costs are principally variable
costs based on the average number of subscribers. The increase in total dollars
is primarily attributable to the increase in costs associated with supporting a
larger subscriber base. The general and administrative monthly cost per average
subscriber increased to $13.31 for the nine months ended September 30, 1999,
from $12.54 for the same period in 1998. The increase is due partly to
additional headquarter costs resulting from lost cost efficiencies as a result
of the Spin-off. In addition, the Company incurred pre-operating costs related
to Ireland with no corresponding additions in subscribers as the Ireland market
is not yet operational. Management anticipates improved cost efficiencies to be
realized on a per subscriber basis in future periods due to cost reductions
expected with the implementation of a new billing system in the next fiscal
year.

     The increase in sales and marketing costs is primarily due to the increase
in subscribers added during the nine months ended September 30, 1999, compared
to the same period in 1998. Sales and marketing cost per net subscriber added,
including the loss on equipment sales, decreased to $740 for the nine months
ended September 30, 1999, from $767 for the nine months ended September 30,
1998. This decrease is attributable to the fixed costs being spread over a
larger number of net subscriber additions, which increased 13.9% during the nine
months ended September 30, 1999 compared to the nine months ended September 30,
1998.

     The increase in depreciation and amortization expenses is mainly
attributable to the acquisition of additional wireless communication system
assets. In addition the Company continues to expand and upgrade its wireless
systems. Management anticipates depreciation and amortization to increase in
future periods as a result of this expansion.

     The stock based compensation results mainly from the cancellation and
reissuance of employee stock options as a result of the Spin-off, as previously
discussed. The Company anticipates future expenses related to this transaction
to be approximately $17 million spread over the remainder of 1999, and continue
through the year 2001.

     OTHER INCOME (EXPENSE)

     Interest and financing expense, increased to $71.8 million for the nine
months ended September 30, 1999, compared to $68.5 million for the same period
in 1998, due to the increase in average long-term debt. Long-term debt was
incurred primarily to fund the Company's acquisition of wireless properties and
capital expenditures associated with the build out and enhancements of the
cellular systems. The weighted average interest rate, was 8.14% for the nine
months ended September 30, 1999, as compared to 8.77% for the same period in
1998.

     NET INCOME (LOSS) FROM CONTINUING OPERATIONS

     The net loss from continuing operations of $47.3 million for the nine
months ended September 30, 1999 is mainly attributable to the $70.4 million in
stock based compensation expense. This compares to a net loss from continuing
operations of $13.6 million for the same period in 1998.

     EBITDA

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

     EBITDA for the Company increased to $177.9 million for the nine months
ended September 30, 1999, from $112.9 million for the same period in 1998. The
increase in EBITDA is directly related to continued revenue increases combined
with

                                       15
<PAGE>   16

overall cost efficiencies gained from a growing subscriber base.

     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. As of September 30, 1999, $795 million was outstanding under the
Credit Facility. The amount available for borrowing under the Credit Facility,
which is limited by certain financial covenants and other restrictions, was $155
million. Indebtedness under the Credit Facility matures on March 31, 2006. The
Credit Facility bears interest at variable rates. Substantially all the assets
of the Company are pledged as security for such indebtedness. The terms of the
Credit Facility restrict, among other things, the sale of assets, distribution
of dividends or other distributions and loans.

     Early in the fourth quarter of 1999, the Company received approval to
establish a $250 million additional facility (the "Additional Facility"), as
permitted under the Credit Facility. The Additional Facility is structured as a
term loan to be completely drawn by May 5, 2000, and bears interest at Libor
plus 2 1/2 percent. Other terms and conditions are similar to the existing Term
Loan.

     Western Wireless has issued $200 million principal amount of 10 1/2% Senior
Subordinated Notes Due 2006 (the "2006 Notes") at par and $200 million principal
amount of 10 1/2% Senior Subordinated Notes Due 2007 (the "2007" Notes") at par.
Indebtedness under the 2006 Notes and the 2007 Notes matures June 1, 2006 and
February 1, 2007, respectively. The Credit Facility prohibits the repayment of
all or any portion of the principal amounts of the 2006 Notes or 2007 Notes
prior to the repayment of all indebtedness under the Credit Facility. The 2006
and 2007 Notes contain certain restrictive covenants which impose limitations on
the operations and activities of the Company and certain of its subsidiaries,
including the issuance of other indebtedness, the creation of liens, the sale of
assets, issuance of preferred stock of subsidiaries and certain investments and
acquisitions. The Company obtained the appropriate waivers from the holders of
these notes prior to consummation of the Spin-off at a cost of $16 million.

     In the fourth quarter of 1999, the Company expects to spend approximately
$35 million for the continued expansion of its wireless infrastructure and
approximately $195 million for the purchase of cellular licenses and operations
of the Texas 7, Arkansas 11 and Utah 5 RSAs. The Company will utilize operating
cash flow, the Credit Facility and the Additional Facility for purposes of
funding its wireless system expansion. The Company also expects to increase
capital spending during the coming year which will allow for anticipated minutes
of use growth from its own subscriber base as well as from other carriers'
customers roaming on its wireless network.

     Net cash provided by operating activities was $68.9 million for the nine
months ended September 30, 1999. Adjustments to the $147.9 million net loss to
reconcile to net cash provided by operating activities included $82.2 million
loss from discontinued operations, $76.1 of depreciation and amortization, and
$70.3 for stock based compensation. Net cash provided by operating activities
was $61.6 million for the nine months ended September 30, 1998.

     Net cash used in investing activities was $216.7 million for the nine
months ended September 30, 1999. Investing activities for such period consisted
primarily of $124.3 million in acquisitions of wireless properties, primarily
attributable to the purchase of the McAllen and Brownsville MSAs and Wyoming 4
and Oklahoma 1 RSAs. In addition, the Company purchased property and equipment
in the amount of $110.2 million. Net cash used in investing activities was $4.3
million for the nine months ended September 30, 1998.

     Net cash provided by financing activities was $154.5 million for the nine
months ended September 30, 1999. Financing activities for such period consisted
primarily of additions to long-term debt mainly to finance the acquisition of
wireless properties. Net cash used in financing activities was $50.3 million for
the nine months ended September 30, 1998.

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

                                       16
<PAGE>   17

     YEAR 2000 ISSUES

     The Company, like most businesses, will be required to modify significant
portions of its information technology ("IT") and non-IT systems so that they
will function properly in the year 2000. Any of the Company's, or its vendors',
IT and non-IT systems that have date-sensitive software may recognize a date
using "00" as the year 1900 rather than the year 2000. The Company's IT and
non-IT systems that are being addressed include: its wireless networks; system
which interconnect its wireless networks with landline systems; systems which
allow verification and billing of roaming traffic; internal communication and
data processing systems; billing software an related elements; and systems of
third party suppliers, including those of financial institutions,
payroll/benefits processors and credit bureaus.

     Much of the Company's technology, including technology associated with its
critical systems, is purchased from third parties. The Company is dependent on
those third parties to assess the impact of the year 2000 issue on the
technology and services they supply and to take any necessary corrective action.
The Company cannot assure that these third parties will have taken the necessary
corrective action prior to the year 2000.

     The Company has adopted a remediation plan to become year 2000 compliant.
This plan consists of four key phases: (1) inventory of all systems, (2)
research, including obtaining information from third parties to determine
whether they have accurately assessed the problem and taken corrective action,
(3) implementation of and testing remediation efforts, and (4) development of
contingency plans. The Company has completed the first two phases of its plan
and has substantially completed the testing, remediation and contingency plans
to address the year 2000 issue. Critical systems are those whose failure poses a
risk of disruption to the Company's ability to provide wireless services, to
collect revenues, to meet safety standards, or to comply with legal
requirements. The Company has incurred internal staff costs as well as
consulting and other expenses related to infrastructure and facilities
enhancements necessary to complete the remediation of the systems for the year
2000. The incremental costs for the year 2000 remediation efforts have been, and
will be, insignificant.

     Based on its current assessments and its remediation plan, which are based
in part upon certain representations of third parties, the Company expects that
it will not experience a disruption of its operations as a result of the change
to the year 2000. However, there can be no assurance that either the Company or
the third parties who have supplied technology used in the Company's critical
systems will be successful in taking corrective action in a timely manner. As
part of its plan, the Company has developed, and is continuing to develop,
contingency plans for its critical systems which include, among other things,
identifying a core system of cell sites that are being designed to operate for
extended periods for mobile to mobile service independent of external power
supplies and landline telephone services. The Company believes that these
contingency plans will mitigate service disruption; however, the Company cannot
guarantee this. The Company will continuously test and update these plans and
systems as long as necessary.

                                       17
<PAGE>   18

WESTERN WIRELESS CORPORATION

PART II -- OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

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

ITEM 2. CHANGES IN SECURITIES

     None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.

ITEM 5. OTHER INFORMATION

     None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

<TABLE>
<CAPTION>
     (a)  Exhibit      Description
          -------      -----------
<S>                    <C>
          10.89        Asset Purchase Agreement by and between KO
                       Communications, Inc., WWC Texas RSA Limited Partnership,
                       and Western Wireless Corporation dated August 25, 1999

          10.90        Asset Purchase Agreement by and between NetWireless, LLC,
                       GCC License LLC, and Western Wireless Corporation dated
                       August 25, 1999

          10.91        License and Services Agreement between Western Wireless
                       Corporation and AMDOCS (UK) Limited dated August 23, 1999

          10.92        Employment Agreement by and between H. Stephen Burdette
                       and Western Wireless Corporation, dated July 12, 1999

          27.1         Financial Data Schedule
</TABLE>


     (b)  Reports on Form 8-K

          A Form 8-K was filed on July 26, 1999, reporting Western Wireless
          Corporation's financial and operating results for the second quarter
          ended June 30, 1999.

          A Form 8-K was filed on September 3, 1999, reporting that Western
          Wireless Corporation had executed definitive agreements with K.O.
          Communications, Inc., NetWireless L.L.C, and American Rural Cellular,
          Inc. whereby Western Wireless Corporation will aquire Rural Service
          Area (RSA) licenses and related assets for Texas 7, Arkansas 11 and
          Utah 5.

          A Form 8-K was filed on October 27, 1999, reporting Western Wireless
          Corporation's financial and operating results for the third quarter
          ended September 30, 1999.

                                       18
<PAGE>   19

                                   SIGNATURES

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


                          Western Wireless Corporation


By /s/ Theresa E. Gillespie             By /s/ Scott Soley
   --------------------------              --------------------
       Theresa E. Gillespie                    Scott Soley
       Executive Vice President                Director of Accounting
                                               (Chief Accounting Officer)


                             Dated: November 9, 1999

                                       19
<PAGE>   20

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit      Description
-------      -----------
<S>          <C>
10.89        Asset Purchase Agreement by and between KO Communications, Inc.,
             WWC Texas RSA Limited Partnership, and Western Wireless Corporation
             dated August 25, 1999

10.90        Asset Purchase Agreement by and between NetWireless, LLC, GCC
             License LLC, and Western Wireless Corporation dated August 25, 1999

10.91        License and Services Agreement between Western Wireless Corporation
             and AMDOCS (UK) Limited dated August 23, 1999

10.92        Employment Agreement by and between H. Stephen Burdette and Western
             Wireless Corporation, dated July 12, 1999

27.1         Financial Data Schedule
</TABLE>


                                       20