Dobson Communications' Strong Third Quarter Results Include $13.9 Million In Net Income; Dobson Board of Directors Authorizes New Common Stock Repurchase Program


OKLAHOMA CITY, Nov. 14, 2002 (PRIMEZONE) -- Dobson Communications Corporation (OTCBB:DCEL) reported net income of $13.9 million for the three months ended September 30, 2002, compared with a net loss of $22.9 million for the third quarter last year. The most recent quarter's results included an extraordinary gain of $1.6 million, while last year's loss included a $15.4 million loss on Dobson's joint venture investment.

Dobson reported total revenue of $169.1 million for the third quarter, an increase of almost three percent over total revenue of $164.8 million for the third quarter of 2001. Local service revenue -- a key operating metric for the Company -- was $97.8 million for the quarter, an increase of 12 percent over local service revenue of $87.0 million for the third quarter last year.

Third quarter roaming revenue declined 9.6 percent compared with the same period last year, primarily reflecting the lower initial rate in Dobson's new 10-year roaming agreement with Cingular Wireless and the scheduled step-down in the roaming rate that Dobson charges AT&T Wireless (NYSE:AWE). Roaming traffic on the Dobson network was approximately 32 percent higher in the third quarter than it was in the same period last year.

EBITDA was $75.4 million for the third quarter of 2002, or 8.2 percent above last year's third quarter total of $69.7 million. This increase reflected an EBITDA margin of 44.6 percent of total revenue in the most recent quarter, compared with 42.3 percent for the same quarter last year. Stronger revenue and profitability in its local service business contributed to the margin increase, the Company said.

EBITDA represents earnings before interest, taxes, depreciation, amortization, loss from investment in joint venture, income (loss) from discontinued operations, loss from change in accounting principle and income from extraordinary items. EBITDA does not include the 2001 or 2002 operating results of the four properties that Dobson sold to Verizon Wireless (NYSE:VZ) in February 2002.

Along with higher EBITDA, the Company's increase in operating profits for the quarter reflected the implementation of SFAS No. 142. Dobson and its subsidiary, American Cellular Corporation, recorded one-time charges at the beginning of 2002 with regard to SFAS No. 142, and consequently Dobson ceased amortizing the cost of wireless licenses for both companies and of goodwill for American Cellular. For the third quarter of 2002, Dobson's operating income was $52.3 million, reflecting $23.0 million in depreciation and amortization expenses. For the same quarter last year, operating income was $23.2 million, less than half of the most recent quarter. However, in the third quarter of 2001, the Company recorded $46.4 million in depreciation and amortization expenses.

Dobson recorded net income of $13.9 million for the third quarter of 2002, which included an extraordinary gain of $1.6 million, net of tax. This gain reflected the repurchase, through a subsidiary of Dobson Communications Corporation, of $11.5 million (principal value) of 12.25% Dobson/Sygnet Senior Notes during the third quarter.

Earnings applicable to common shareholders for the quarter was $19.4 million, or $0.21 per share, compared with a net loss applicable to common shareholders of $45.4 million, or $0.48 per share, for the same period last year.

The third quarter 2002 earnings applicable to common shareholders included $24.8 million in non-cash dividends on preferred stock and $30.2 million in excess of carrying value over the repurchase price of preferred stock. This $30.2 million reflected the repurchase, through a subsidiary of Dobson Communications Corporation, of $41.1 million (liquidation preference amount) of its 12.25% and 13% Senior Exchangeable Preferred Stock during the quarter.

Subsequent to the end of the third quarter, the Company, through a subsidiary, repurchased an additional $31.5 million (liquidation preference amount) of its Senior Exchangeable Preferred Stock and, based on these purchases, expects to record an excess of carrying value over the repurchase price of preferred stock of $21.8 million in the fourth quarter. The Company advises that from time to time it may continue to make additional repurchases of its outstanding Preferred Stock, Senior Notes or Dobson/Sygnet Notes in open market or privately negotiated transactions at prices the Company deems appropriate. The aggregate amount of these future purchases may be deemed to be material; however, there is no assurance that any purchases will be made.

Along with the previously noted $15.4 million loss from Dobson's investment in the American Cellular joint venture, last year's third quarter net loss applicable to common shareholders included $22.4 million in non-cash dividends.

One of the Company's key operating goals this year has been to improve the profitability of its local service business. In the third quarter:


 - Approximately 69 percent of the Company's gross subscriber 
   additions were for preferred network plans that reward customers
   for concentrating their calling on the Dobson network, that of 
   American Cellular, and the networks of Dobson's major roaming
   partners. 

 - Average revenue per unit (ARPU) for the third quarter of 2002 was
   approximately $45, slightly higher than that for the same quarter
   last year. 

 - Cash cost per unit (CCPU) in the third quarter was approximately
   $22, down from almost $25 for the same period last year, despite
   average customer minutes of use (MOUs) increasing almost 24 percent
   in the most recent quarter. CCPU reflects local operating costs and
   excludes expenses related to new subscriber acquisition and to the
   Company's roaming business. 

 - In the third quarter, EBITDA margin on local service revenue rose
   to 23.6 percent, compared with 13.7 percent for the same quarter
   last year. This calculation of local service EBITDA margin assumes
   an EBITDA margin of 80 percent on the roaming revenue component of
   its total revenue.

Dobson migrated approximately 18,100 analog customers to digital calling plans during the third quarter, compared with 23,000 in the same period last year. At the end of the third quarter, approximately 87 percent of Dobson's customers were on digital calling plans. As previously announced, Dobson recorded 58,800 postpaid gross subscriber additions for the quarter, postpaid customer churn of 2.0 percent, and 14,300 total net subscriber additions.

Capital expenditures were approximately $22.4 million in the third quarter, bringing total capital expenditures for the first nine months of 2002 to $65.1 million.

At September 30, 2002, Dobson had $287.3 million in unrestricted cash. The Company also had $14.1 million in restricted cash in escrow related to the four properties it sold to Verizon. At the end of the quarter, Dobson had approximately $130 million in available borrowing capacity under its subsidiaries' credit facilities.

Finally, Dobson's board of directors has authorized the repurchase of up to 10 million shares of its outstanding Class A common stock from time to time during a period from November 7, 2002, to November 6, 2003. Purchases may be made in the open market, through block trades, through privately negotiated transactions or otherwise, and some or all of the shares purchased under this stock purchase program may be used to fund the Company's stock option plans, employee stock purchase plan and to fund incentive compensation plans for key employees. There were approximately 35.1 million shares of Dobson Class A common stock outstanding as of November 6, 2002.

To date, no purchases have been made under the new stock purchase plan. Dobson announced that, pursuant to its previously announced stock repurchase program initiated September 15, 2001, and ended September 14, 2002, the Company purchased approximately 4.6 million shares of its Class A common stock.

American Cellular Corporation

American Cellular's results also continued to improve (Table 5), with net income for the quarter ended September 30, 2002 of $3.1 million, compared with a net loss of $31.2 million for the same period last year.

American reported total revenue of $124.2 million for the third quarter, an increase of 6.6 percent over $116.5 million for the same period last year. Local service revenue at the company was $79.4 million for the quarter, an increase of 10.6 percent over the total of $71.8 million for the same quarter of 2001.

Roaming revenue for the third quarters of this year and in 2001 was approximately $40.2 million. American Cellular maintained this level of roaming revenue despite lower roaming rates in 2002, as previously noted.

American Cellular's EBITDA increased 9.3% to $53.3 million for the quarter, compared with $48.8 million for the same period last year. EBITDA margin was 42.9 percent, compared with 41.9 percent in the third quarter last year.

After depreciation and amortization expenses, American Cellular recorded $36.4 million in operating income for the three months ended September 30, 2002, compared with $2.3 million for the same period last year. As noted above, due to the adoption of SFAS No. 142, American Cellular is no longer amortizing goodwill or the cost of its investment in wireless licenses. In the current year's third quarter, American Cellular recorded $17.0 million in depreciation and amortization expenses, compared with $46.5 million for the same period last year.

As with Dobson, American Cellular continues to benefit by selling plans that concentrate customer calling on its networks and those of its major roaming partners.


 - Approximately 79 percent of the American's gross subscriber
   additions in the quarter were for preferred network plans. 

 - Average revenue per unit (ARPU) for the third quarter of 2002 was
   approximately $41, in line with that for the same quarter last
   year. 

 - Cash cost per unit (CCPU) in the third quarter was approximately
   $19, compared with CCPU of approximately $20 for the same period
   last year, despite a significant increase in its monthly average
   customer minutes of use (MOUs). 

 - EBITDA margin on local service revenue rose to 26.6 percent for the
   third quarter, compared with 23.2 percent for the same quarter last
   year.

American migrated approximately 20,300 analog customers to digital calling plans during the quarter, compared with 18,500 in the same period last year. At the end of the third quarter, approximately 84 percent of its customers were on digital calling plans. As previously announced, American recorded 49,900 postpaid gross subscriber additions for the quarter, postpaid churn of 2.0 percent, and 15,200 total net subscriber additions.

American Cellular's capital expenditures were approximately $8.8 million in the third quarter, bringing its year-to-date total to $38.8 million.

American Cellular had approximately $6.0 million unrestricted cash and $75.2 million in restricted cash on its balance sheet as of September 30, 2002. Of the restricted cash, $67.0 million is in escrow to pay interest on its 9.5% Senior Subordinated Notes, and the remainder is in escrow related to the sale of the Tennessee RSA No. 4 to Verizon. American Cellular is currently restricted from additional borrowing on its bank credit facility, but anticipates that its cash flow from operations will be sufficient to meet short-term cash needs.

Since June 30, 2002, American Cellular has been in violation of the total debt leverage ratio covenant in its bank credit facility. Because of this, American Cellular's banks have the right, but not the obligation, to accelerate repayment of the outstanding balance of its credit facility, which at September 30, 2002, was approximately $904.9 million, down from $915.6 million at June 30, 2002. To date, no such acceleration has occurred, and American Cellular's management continues to hold discussions with its bank lenders concerning the bank credit facility.

American Cellular's debt is non-recourse to Dobson Communications and to American Cellular's other owner, AT&T Wireless.Conference Call Dobson plans to conduct a conference call to discuss its third quarter results on Friday, November 15, beginning at 9 a.m. ET (8 a.m. CT). On the conference call, the Company expects to discuss current market conditions and its operating outlook. The call will also be broadcast on the Internet.


     Those interested may access the call by dialing:

     Conference call    (800) 665-0430 

     Pass code         338308

The call may also be accessed via the Internet through the Investor Relations page of Dobson's web site at www.dobson.net. A replay of the call will be available later in the day via Dobson's web site or by phone.


     Replay            (888) 203-1112 

     Pass code         338308

     The replay will be available by phone for two weeks.

Dobson Communications is a leading provider of wireless phone services to rural and suburban markets in the United States. Headquartered in Oklahoma City, the rapidly growing Company owns or manages wireless operations in 17 states. For additional information on the Company and its operations, please visit its Web site at www.dobson.net.


 Table 1
 
 Dobson Communications Corporation
 Statements of Operations
 (Includes American Cellular ownership on an equity basis)
 
 
                      Three Months Ended       Nine Months Ended
                         September 30,            September 30,
                   ------------------------  ------------------------
                       2002        2001         2002         2001
                   -----------  -----------  -----------  -----------
 Operating Revenue
  Service revenue  $    97,794  $    86,963  $   278,757  $   243,670
  Roaming revenue       65,312       72,209      178,067      187,687
  Equipment & other
   revenue               6,000        5,672       15,288       17,925
                   -----------  -----------  -----------  -----------
   Total               169,106      164,844      472,112      449,282
                   -----------  -----------  -----------  -----------
 Operating Expenses
 (excluding
  depreciation
  & amortization)
   Cost of service      42,058       44,846      125,915      122,510
   Cost of
    equipment           12,124       12,679       34,754       38,815
   Marketing &
    selling             19,064       18,659       56,063       55,883
   General &
    administrative      20,510       19,004       59,702       56,450
                   -----------  -----------  -----------  -----------
    Total               93,756       95,188      276,434      273,658
                   -----------  -----------  -----------  -----------

 EBITDA                 75,350       69,656      195,678      175,624
  Depreciation &
   amortization        (23,020)     (46,430)     (66,084)    (136,307)
                   -----------  -----------  -----------  -----------
 Operating income       52,330       23,226      129,594       39,317
  Minority
   interest             (2,082)      (1,650)      (5,179)      (4,398)
  Loss from
   investment in
   joint venture(1)       --        (15,353)    (184,381)     (50,691)
  Other income, net        562        2,140        3,330        5,689
                   -----------  -----------  -----------  -----------
 Income (loss)
  before interest
  & income taxes        50,810        8,363      (56,636)     (10,083)
   Interest expense    (31,059)     (35,221)     (91,956)    (111,349)
   Income tax
    (expense)
     benefit            (7,506)       4,574       46,440       27,065
                   -----------  -----------  -----------  -----------
 Income (loss)
  from continuing
  operations            12,245      (22,284)    (102,152)     (94,367)
 Discontinued
 operations:
  (Loss) income
   from discontinued
   operations,
   net of taxes           --           (443)       5,121       (3,899)
  Loss from
   discontinued
   operations from
   investment in
   joint venture          --           (222)        (327)        (644)
  Gain from disposal
   of discontinued
   operations,
   net of taxes           --           --         88,315         --
  Gain from disposal
   of discontinued
   operations from
   investment in 
   joint venture          --           --          6,736         --
                   -----------  -----------  -----------  -----------
 Income (loss)
  before cumulative
  effect of change
  in accounting
  principle             12,245      (22,949)      (2,307)     (98,910)
   Cumulative effect
    of change in
    accounting
    principle, net
    of taxes              --           --        (33,294)        --
   Cumulative effect
    of change in
    accounting
    principle from
    investment in
    joint venture         --           --       (140,820)        --
                   -----------  -----------  -----------  -----------
 Income (loss)
  before extra-
  ordinary items        12,245      (22,949)    (176,421)     (98,910)
   Extraordinary
    gain, net of
    taxes                1,635         --          1,635         --
                   -----------  -----------  -----------  -----------
 Net Income (loss)      13,880      (22,949)    (174,786)     (98,910)
  Dividends on
   preferred
   stock               (24,753)     (22,427)     (71,614)     (63,433)
  Excess of carrying
   value over re-
   purchase price
   of preferred
   stock                30,232         --         30,232         --
                   -----------  -----------  -----------  -----------
 Earnings
  applicable to
  common
  shareholders     $    19,359  $   (45,376) $  (216,168) $  (162,343)
                   ===========  ===========  ===========  ===========
 Basic earnings
  applicable to
  common share-
  holders per
  common share:
   Continuing
    operations     $      0.13  $     (0.23) $     (1.12) $     (1.00)
   Discontinued
    operations            --          (0.01)        1.10        (0.05)
   Change in
    accounting
    principle             --           --          (1.92)        --
   Extraordinary
    gain                  0.02         --           0.02         --
   Dividends on
    and repurchase
    of preferred
    stock                 0.06        (0.24)       (0.46)       (0.67)
                   -----------  -----------  -----------  -----------
 Total basic and
  diluted earnings
  applicable to
  common share-
  holders per
  common share     $      0.21  $     (0.48) $     (2.38) $     (1.72)
                   ===========  ===========  ===========  ===========
 Basic and diluted
  weighted average
  common shares
  outstanding       90,151,246   94,208,662   90,861,205   94,166,437
                   ===========  ===========  ===========  ===========

 (1) Represents the Company's 50% ownership in the Net Loss from
     American Cellular, up to the amount invested.
     Detailed as follows:   

                               For the                For the 
                             three months            nine months
                                ended                   ended 
                             September 30,           September 30,
                           2002        2001        2002        2001
                         --------    --------    --------    --------
 EBITDA                    53,330      48,800     135,201     118,009
 Depreciation and
  Amortization            (16,951)    (46,461)    (49,695)   (134,924)
 Interest Expense         (29,926)    (42,855)   (109,248)   (123,800)
 Other Income, net            680         673         964       2,478
 Income tax
  benefit                  (2,853)     10,013       9,111      37,730
 Impairment of
  Goodwill                   --          --      (377,000)       --
 Dividends on
  preferred stock          (1,182)       (875)     (3,444)       (875)
                         --------    --------    --------    --------
  Net Income (Loss)
   of American Cellular
   from continuing
   operations (100%)        3,098     (30,705)   (394,111)   (101,382)
                         ========    ========    ========    ========

 Table 2
 
 Dobson Communications Corporation
 Selected Financial Data
 
                                                 September 30, 2002
                                                   ($ in millions)

 Cash and cash equivalents                           $    287.3
                                                     ==========
 Total Debt: (1)
  Dobson Operating Co., L.L.C. credit facility       $    504.9
  Dobson/Sygnet credit facility                           284.9
  DCC 10.875% Senior Notes, net                           298.2
  Dobson/Sygnet Senior Notes                              188.5
                                                     ----------
   Total debt                                        $  1,276.5
                                                     ==========
 Preferred Stock:
  Series AA Preferred Stock, 5.96%                   $    200.0
  Senior Exchangeable Preferred Stock, 12.25%, net        393.0
  Senior Exchangeable Preferred Stock, 13.00%             258.9
                                                     ----------
   Total preferred stock                             $    851.9
                                                     ==========

                                                  Nine months ended
                                                 September 30, 2002
                                                   ($ in millions)

 Capital Expenditures:(2)                            $     65.1
                                                     ==========

 (1) Does not include our proportionate interest in American
     Cellular's total debt of $1.6 billion.

 (2) Does not include our proportionate share of American Cellular's
     capital expenditures for the nine months ended September 30, 2002
     totaling $38.8 million.

 Table 3

 Dobson Communications Corporation
 Proportionately Consolidated Selected Financial Information
 (Includes 50% of American Cellular's operations
  to represent proportionate ownership)

 For the Quarter Ended

             9/30/01    12/31/01     3/31/02    6/30/02     9/30/02
           ----------  ----------  ----------  ----------  ----------
                  ($ in thousands except per subscriber data)
                                  (unaudited)
 Operating
  Revenue
  Service
   revenue $  122,869  $  119,553  $  121,767  $  132,420  $  137,509
  Roaming
   revenue     92,286      75,468      65,177      78,671      85,431
  Equipment
   & other
   revenue      7,963       7,249       6,123       6,695       8,267
           ----------  ----------  ----------  ----------  ----------
   Total      223,118     202,270     193,067     217,786     231,207
           ----------  ----------  ----------  ----------  ----------
 Operating
 Expenses
 (excluding
  depreciation &
  amortization)
   Cost of
    service    59,034      56,092      54,315      57,866      56,254
   Cost of
    equipment  17,060      15,715      15,055      15,149      16,651
   Marketing &
    selling    25,968      25,937      24,587      26,605      26,580
   General &
    adminis-
    trative    27,000      26,010      28,038      27,973      29,707
           ----------  ----------  ----------  ----------  ----------
     Total    129,062     123,754     121,995     127,593     129,192
           ----------  ----------  ----------  ----------  ----------
 EBITDA(1) $   94,056  $   78,516  $   71,072  $   90,193  $  102,015
           ==========  ==========  ==========  ==========  ==========
 EBITDA
  Margin        42.2%       38.8%       36.8%       41.4%       44.1%

 Pops       8,852,500   8,852,500   8,852,500   8,852,500   8,852,500
 Post-paid
  Gross Adds   85,950      92,500      81,800      85,750      83,750
  Net Adds     34,650      34,300      16,150      34,100      21,100
  Subscrib-
   ers        940,600     971,450     987,600   1,021,700   1,042,800
  Churn          1.9%        2.0%        2.2%        1.7%        2.0%
  Average
   Service
   Revenue per
   Subscriber     $44        $41          $41         $43         $44
  Average Service
   and Roaming
   Revenue per
   Subscriber     $77        $68          $63         $69         $72

 Pre-paid
  Net Adds        400       2,450       1,600      (3,800)     (4,750)
  Subscribers  17,400      16,950      18,550      14,750      10,000

 Reseller
  Net Adds      4,300       5,850        (600)       (150)      5,550
  Subscribers  22,000      27,850      27,250      27,100      32,650

 Total
  Net Adds     39,350      42,600      17,150      30,150      21,900
  Subscrib-
   ers(2)     980,000   1,016,250   1,033,400   1,063,550   1,085,450
  Penetra-
   tion         11.1%       11.5%       11.7%       12.0%       12.3%


 (1) Includes $2.1 million, $1.9 million, $1.9 million, $2.1 million
     and $2.2 million of EBITDA for the quarters ended September 30,
     2001, December 31, 2001, March 31, 2002, June 30, 2002 and
     September 30, 2002 respectively, related to minority interests.

 (2) Billing reconciliation included in fourth quarter 2001
     subscribers.


 Table 4

 Dobson Communications Corporation

 For the Quarter Ended                   

             9/30/01    12/31/01    3/31/02     6/30/02     9/30/02
           ----------  ----------  ----------  ----------  ----------
                  ($ in thousands except per subscriber data)
                                  (unaudited)
 Operating
  Revenue
  Service
   revenue $   86,963  $   85,359  $   86,674  $   94,290  $   97,794
  Roaming
   revenue     72,209      59,943      51,880      60,875      65,312
  Equipment
   & other
   revenue      5,672       4,820       4,571       4,716       6,000
           ----------  ----------  ----------  ----------  ----------
   Total      164,844     150,122     143,125     159,881     169,106
           ----------  ----------  ----------  ----------  ----------

 Operating
 Expenses
 (excluding
 depreciation
 & amortiza-
 tion)
  Cost of
   service     44,846      41,688      40,628      43,229      42,058
  Cost of
   equipment   12,679      11,939      11,333      11,298      12,124
  Marketing &
   selling     18,659      18,915      17,800      19,198      19,064
  General &
   adminis-
   trative     19,004      18,033      19,697      19,495      20,510
           ----------  ----------  ----------  ----------  ----------
   Total       95,188      90,575      89,458      93,220      93,756
           ----------  ----------  ----------  ----------  ----------
 EBITDA(1) $   69,656  $   59,547  $   53,667  $   66,661  $   75,350
           ==========  ==========  ==========  ==========  ==========

 EBITDA
  Margin        42.3%       39.7%       37.5%       41.7%       44.6%

 Pops       6,354,000   6,354,000   6,354,000   6,354,000   6,354,000

 Post-paid
  Gross Adds   58,800      65,000      58,400      61,400      58,800
  Net Adds     22,800      22,800      11,100      25,900      15,500
  Subscrib-
   ers        648,100     668,800     679,900     705,800     721,300
  Churn         1.88%       2.14%       2.29%       1.71%       2.02%
  Average
   Service
   Revenue
   per Sub-
   scriber        $45         $43         $42         $45         $45
  Average
   Service
   and Roaming
   Revenue
   per Sub-
   scriber        $83         $73         $68         $74         $76

 Pre-paid
  Net Adds        600       2,700       1,700      (3,700)     (4,600)
  Subscrib-
   ers         14,800      14,600      16,300      12,600       8,000

 Reseller
  Net Adds      3,200       4,900        (700)        100       3,400
  Subscrib-
   ers         11,900      16,800      16,100      16,200      19,600

 Total
  Net Adds     26,600      30,400      12,100      22,300      14,300
  Subscrib-
   ers(2)     674,800     700,200     712,300     734,600     748,900
  Penetra-
   tion         10.6%       11.0%       11.2%       11.6%       11.8%

 (1) Includes $2.1 million, $1.9 million, $1.9 million, $2.1 million
     and $2.2 million of EBITDA for the quarters ended September 30,
     2001, December 31, 2001, March 31, 2002, June 30, 2002 and
     September 30, 2002 respectively, related to minority interests.

 (2) Billing reconciliation included in fourth quarter 2001
     subscribers.


 Table 5

 American Cellular Corporation

 For the Quarter Ended

            9/30/01     12/31/01    3/31/02     6/30/02     9/30/02
           ----------  ----------  ----------  ----------  ----------
                  ($ in thousands except per subscriber data)
                                  (unaudited)
 Operating
 Revenue
  Service
   revenue $   71,812  $   68,389  $   70,187  $   76,260  $   79,430
  Roaming
   revenue     40,154      31,050      26,593      35,592      40,237
  Equipment
   & other
   revenue      4,583       4,858       3,103       3,958       4,535
           ----------  ----------  ----------  ----------  ----------
   Total      116,549     104,297      99,883     115,810     124,202
           ----------  ----------  ----------  ----------  ----------
 Operating
 Expenses
 (excluding
 depreciation
 & amortization)
  Cost of
   service     28,375      28,807      27,374      29,273      28,392
  Cost of
   equipment    8,762       7,552       7,446       7,704       9,053
  Marketing &
   selling     14,619      14,045      13,574      14,813      15,031
  General &
   adminis-
   trative     15,993      15,954      16,682      16,956      18,396
           ----------  ----------  ----------  ----------  ----------
  Total        67,749      66,358      65,076      68,746      70,872
           ----------  ----------  ----------  ----------  ----------
 EBITDA    $   48,800  $   37,939  $   34,807  $   47,064  $   53,330
           ==========  ==========  ==========  ==========  ==========
 EBITDA
  Margin        41.9%       36.4%       34.8%       40.6%       42.9%

 Pops       4,997,000   4,997,000   4,997,000   4,997,000   4,997,000

 Post-paid
  Gross Adds   54,300      55,000      46,800      48,700      49,900
  Net Adds     23,700      23,000      10,100      16,400      11,200
  Subscrib-
   ers        585,000     605,300     615,400     631,800     643,000
  Churn          1.8%        1.8%        2.0%        1.7%        2.0%
  Average
   Service
   Revenue
   per Sub-
   scriber        $41         $38         $38         $40         $41
  Average
   Service
   and
   Roaming
   Revenue
   per Sub-
   scriber        $65         $55         $52         $59         $62

 Pre-paid
  Net Adds       (400)       (500)       (200)       (200)       (300)
  Subscrib-
   ers          5,200       4,700       4,500       4,300       4,000

 Reseller
  Net Adds      2,200       1,900         200        (500)      4,300
  Subscrib-
   ers         20,200      22,100      22,300      21,800      26,100

 Total
  Net Adds     25,500      24,400      10,100      15,700      15,200
  Subscrib-
   ers(1)     610,400     632,100     642,200     657,900     673,100
  Penetra-
   tion         12.2%       12.6%       12.9%       13.2%       13.5%

 (1) Billing reconciliation included in fourth quarter 2001
     subscribers.


 Table 6
 
 Dobson Operating Company LLC
 
 For the Quarter Ended
              9/30/01    12/31/01     3/31/02    6/30/02      9/30/02
                  ($ in thousands except per subscriber data)
                                  (unaudited)

 Operating
 Revenue
  Service
   revenue $   51,476  $   50,591  $   52,501  $   56,999  $   58,676
  Roaming
   revenue     59,094      47,753      41,561      48,358      52,116
  Equipment
   & other
   revenue      4,033       3,169       3,202       3,418       3,921
           ----------  ----------  ----------  ----------  ----------
 Total        114,603     101,513      97,264     108,775     114,713
           ----------  ----------  ----------  ----------  ----------

 Operating
 Expenses
 (excluding
 depreciation
 & amortization)
  Cost of
   service     33,096      30,289      29,675      31,640      30,775
  Cost of
   equipment    7,424       5,975       6,905       6,867       7,147
  Marketing
  & selling    12,391      12,045      11,765      12,716      12,599
  General &
   adminis-
   trative     12,025      11,704      12,883      12,346      13,013
           ----------  ----------  ----------  ----------  ----------
 Total         64,936      60,013      61,228      63,569      63,534
           ----------  ----------  ----------  ----------  ----------
 EBITDA(1) $   49,667  $   41,500  $   36,036  $   45,206  $   51,179
           ==========  ==========  ==========  ==========  ==========
 EBITDA
  Margin        43.3%       40.9%       37.1%       41.6%       44.6%

 Pops       3,996,300   3,996,300   3,996,300   3,996,300   3,996,300

 Post-paid
  Gross Adds   38,000      36,400      36,500      39,400      36,800
  Net Adds     16,000      12,000       7,200      16,100       6,200
  Subscrib-
   ers        374,000     384,200     391,400     407,500     413,700
  Churn          2.0%        2.2%        2.4%        1.9%        2.5%
  Average
   Service
   Revenue
   per Sub-
   scriber        $46         $44         $44         $47         $47
  Revenue
   per Sub-
   scriber       $100         $86         $80         $87         $89

 Pre-paid
  Net Adds        300       2,400       1,600      (3,600)     (4,600)
  Subscrib-
   ers         13,700      14,000      15,600      12,000       7,400

 Reseller
  Net Adds      1,400       1,600      (1,000)        500       3,700
  Subscrib-
   ers         10,100      11,700      10,700      11,200      14,900

 Total
  Net Adds     17,700      16,000       7,800      13,000       5,300
  Subscrib-
   ers(2)     397,800     409,900     417,700     430,700     436,000
  Penetra-
   tion         10.0%       10.3%       10.5%       10.8%       10.9%


 (1) Includes $2.1 million, $1.9 million, $1.9 million, $2.1 million
     and $2.2 million of EBITDA for the quarters ended September 30,
     2001, December 31, 2001, March 31, 2002, June 30, 2002 and
     September 30, 2002 respectively, related to minority interests.

 (2) Billing reconciliation included in fourth quarter 2001
     subscribers.


 Table 7

 Dobson/Sygnet Communications Company

 For the Quarter Ended

 9/30/01        12/31/01       3/31/02         6/30/02        9/30/02
                  ($ in thousands except per subscriber data)
                                  (unaudited)
 Operating
 Revenue
  Service
   revenue $   35,484  $   34,769  $   34,076  $   37,097  $   39,118
  Roaming
   revenue     13,115      12,189      10,319      12,516      13,196
  Equipment
   & other
   revenue      1,639       1,651       1,370       1,298       2,079
           ----------  ----------  ----------  ----------  ----------
 Total         50,238      48,609      45,765      50,911      54,393
           ----------  ----------  ----------  ----------  ----------
 Operating
 Expenses
 (excluding
 depreciation &
 amortization)
  Cost of
   service     11,750      11,399      10,953      11,589      11,284
  Cost of
   equipment    5,255       5,964       4,428       4,431       4,977
  Marketing &
   selling      6,268       6,870       6,035       6,482       6,465
  General &
   adminis-
   trative      6,986       6,332       6,510       6,980       7,326
           ----------  ----------  ----------  ----------  ----------
 Total         30,259      30,565      27,926      29,482      30,052
           ----------  ----------  ----------  ----------  ----------
 EBITDA    $   19,979  $   18,044  $   17,839  $   21,429  $   24,341
           ==========  ==========  ==========  ==========  ==========
 EBITDA
  Margin        39.8%       37.1%       39.0%       42.1%       44.8%

 Pops       2,357,700   2,357,700   2,357,700   2,357,700   2,357,700

 Post-paid
  Gross Adds   20,800      28,600      21,900      22,000      22,000
  Net Adds      6,800      10,800       3,900       9,800       9,300
  Subscrib-
   ers        274,100     284,600     288,500     298,300     307,600
  Churn          1.7%        2.1%        2.1%        1.4%        1.4%
  Average
   Service
   Revenue
   per Sub-
   scriber        $44         $41         $39         $42         $43
  Average
   Service
   and Roaming
   Revenue
   per Sub-
   scriber        $60         $56         $51         $56         $57

 Pre-paid
  Net Adds        300         300         100        (100)        --
  Subscrib-
   ers          1,100         600         700         600         600

 Reseller
  Net Adds      1,800       3,300         300        (400)       (300)
  Subscrib-
   ers          1,800       5,100       5,400       5,000       4,700

 Total
  Net Adds      8,900      14,400       4,300       9,300       9,000
  Subscrib-
   ers(1)     277,000     290,300     294,600     303,900     312,900
  Penetra-
   tion         11.7%       12.3%       12.5%       12.9%       13.3%

 (1) Billing reconciliation included in fourth quarter 2001
     subscribers.


            

Contact Data