Dobson Communications Completes Strong 2002 With Record Fourth Quarter Net Income


OKLAHOMA CITY, March 5, 2003 (PRIMEZONE) -- Dobson Communications Corporation (Nasdaq:DCEL):


 -- Net Income Was $8.3 Million, Compared with Net Loss in 4Q 2001 -- 

         -- EBITDA Increased 18 Percent to $70.2 Million --

   -- $179 Million of Preferred Stock and Debt Repurchased Since
                        September 1, 2002 -- 

       -- Dobson Ended 2002 with $295 Million Cash Position --

Dobson Communications Corporation reported net income of $8.3 million for its fourth quarter ended December 31, 2002, compared with a net loss of $29.4 million for the final quarter of the previous year. Net income for the fourth quarter of 2002 included non-cash income tax expense of $5.3 million (Table 1).

Dobson recorded net income applicable to common shareholders for the final quarter of $25.6 million, which included non-cash dividends of $22.8 million on preferred stock and a gain of $40.1 million for the excess of carrying value over the repurchase price of preferred stock. This $40.1 million reflected the repurchase, through a subsidiary of Dobson Communications, of $66.6 million (liquidation preference amount) of its 12.25% and 13% Senior Exchangeable Preferred Stock during the fourth quarter. Please see "Debt and Preferred Stock Obligations Reduced" below.

For the fourth quarter of 2001, Dobson recorded a $52.3 million net loss applicable to common shareholders, which was based on a net loss of $29.4 million and non-cash dividends of $22.9 million on preferred stock. Dobson's fourth quarter 2001 net loss of $29.4 million also included a charge of $16.7 million, net of taxes, for amortization of licenses. Licenses are not amortized in 2002 results due to the adoption of SFAS No. 142.

Dobson's EBITDA was $70.2 million for the fourth quarter of 2002, an 18 percent increase over last year's fourth quarter EBITDA of $59.5 million. This strong increase reflected an EBITDA margin of 44.0 percent of total revenue in the fourth quarter, compared with 39.7 percent for the same quarter last year. Higher profitability in its local service business helped the Company's margins in the fourth quarter, along with lower sales volumes that reduced variable sales and marketing expenses.

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.

Dobson's reported 58,200 gross subscriber additions for the fourth quarter of 2002, compared with 65,000 for the same quarter last year. Net subscriber additions for the quarter of 18,900, reflecting customer churn of 1.8 percent. For the fourth quarter last year, Dobson reported 30,400 total net subscriber additions and churn of 2.1 percent.

The Company reported total revenue of $159.4 million for the fourth quarter ended December 31, 2002, an increase of 6 percent over total revenue of $150.1 million for the same quarter of the previous year. Local service revenue increased 11 percent to $94.8 million, compared with $85.4 million for the fourth quarter last year.

Fourth quarter roaming revenue declined slightly to $59.7 million from $59.9 million in the fourth quarter of 2001. Roaming traffic on the Dobson network was approximately 36 percent higher in the fourth quarter of 2002 than it was in the same period last year, offset by expected declines in roaming yields in 2002.

In the fourth quarter, Dobson continued to sell a high percentage of calling plans that concentrate call traffic on its network and those of its major roaming partners. Sales of local and preferred network calling plans accounted for 69 percent of gross subscriber additions.

Average revenue per unit (ARPU) for the fourth quarter of 2002 of approximately $43, in line with ARPU for the same quarter last year.

The Company continued to reduce cash cost per unit (CCPU) on a year-over-year basis. In the fourth quarter of 2002, CCPU was approximately $21, down from $23 for the same period last year, despite average customer minutes of use (MOUs) increasing almost 20 percent in the most recent quarter. CCPU reflects local operating costs and excludes the costs of subscriber acquisition and costs associated with the Company's roaming, or wholesale, business. Consequently, Dobson's fourth quarter EBITDA margin on its local service revenue rose to 23.7 percent, compared with 13.6 percent for the same quarter last year.

Capital expenditures were approximately $18.8 million in the fourth quarter, bringing total 2002 capital expenditures to $83.9 million.

At December 31, 2002, Dobson had $294.5 million in unrestricted cash (Table 2) and approximately $14.2 million in restricted cash in escrow related to the four properties it sold to Verizon. However, approximately $7.1 million was released from escrow in February 2003 and, as required, was used to pay down Dobson credit facilities. At the end of the quarter, Dobson had approximately $125 million in available borrowing capacity under its subsidiaries' credit facilities.

Debt and Preferred Stock Obligations Reduced

From the inception of its repurchase program to date, Dobson has repurchased a total of approximately $168 million (liquidation preference amount) of its preferred stock. Of this amount, the Company repurchased $41.1 million in the third quarter of 2002, $66.6 million in the fourth quarter, and $59.9 million in the first quarter of 2003, at a costs of $10.9 million, $27.8 million and $36.4 million respectively.

Dobson also repurchased $11.5 million (principal value) of 12.25% Dobson/Sygnet Senior Notes in the third quarter, at a cost of $8.9 million.

The attached "Selected Financial Data" (Table 2) reflects the cancellation of $107.7 million in preferred stock that was repurchased prior to year-end 2002, along with $1.3 million in dividends. The effects of the $59.9 million in preferred stock that was repurchased in the first quarter of 2003 will be reflected on the March 31, 2003 balance sheet when Dobson reports its first quarter.

Dobson's current balance sheet also continues to include $200 million in Dobson Series AA Preferred Stock, which is owned by AT&T Wireless. In December 2002, Dobson signed a definitive agreement to exchange its two properties in California for AT&T Wireless' two properties in Alaska. Upon completion of this agreement, AT&T Wireless has agreed to transfer to Dobson all of its outstanding Series AA preferred stock, which Dobson plans to cancel. Completion of the exchange remains subject to federal regulatory approvals and certain other conditions, as set out in the Asset Exchange Agreement.

"We are focused on strengthening our balance sheet by reducing overall leverage," said Everett R. Dobson, president, chairman and chief executive officer. "We began last year by selling four properties to Verizon Wireless and using the proceeds to reduce debt by $325 million. Since then we have repurchased another $168 million in preferred stock, which we have cancelled or will cancel at the end of the current quarter.

"Altogether since the beginning of 2002, we have reduced our net debt and PIK leverage multiple to 5.8X from 8.2X. This includes the reduction in Dobson's credit facility and all PIK and debt repurchases, and it assumes completion of the AT&T Wireless property swap," he said. "These balance sheet improvements will also save slightly more than $50 million annually in dividend and interest payments."

The Company may from time to time continue to repurchase preferred stock or senior notes in open market or privately negotiated transactions at prices that the Company deems appropriate.

Dobson CC Limited Partnership

As previously disclosed, Dobson's principal stockholder, Dobson CC Limited Partnership (DCCLP) has a credit agreement with Bank of America, N.A. DCCLP has pledged certain assets, including securities that represent controlling interests in DCCLP and in Dobson Communications, against the loan. The current term of the loan expires on March 31, 2003, unless extended. If the loan is not paid at maturity or if a default occurs under the loan agreements, and if the lender elects to foreclose on the collateral, Dobson could experience a change of control.

Upon a change of control, Dobson Communications and its subsidiary, Dobson/Sygnet Communications Company (Dobson/Sygnet), would be required to offer to purchase each of their outstanding senior notes at 101% of the principal amount, plus accrued and unpaid interest. In addition, Dobson Communications would be required to offer to purchase its outstanding senior preferred stock at 101% of the aggregate liquidation preference. There can be no assurance that the two entities would have the funds necessary to complete these repurchases.

If either failed to complete the purchases of the tendered senior notes, the note holders or their indenture trustees would be entitled to accelerate the maturity of the senior notes. If Dobson Communications failed to complete the purchase of its outstanding senior preferred stock, the holders of those two series of senior preferred stock would be entitled to elect two additional directors to Dobson's board of directors. The Dobson and Dobson/Sygnet credit facilities prohibit them from making the required offers to purchase.

A change of control would also constitute an event of default under the bank credit facilities of Dobson and Dobson/Sygnet, entitling the lenders to accelerate the maturity of credit facility debt.

Representatives of DCCLP are currently in discussions with Bank of America concerning a possible extension or restructuring of the loan. There can be no assurance that DCCLP will be successful in these discussions.

American Cellular Corporation

American Cellular reported a net loss applicable to common shareholders of $424.1 million for the quarter ended December 31, 2002, almost all of which was attributable to an impairment of goodwill of $423.9 million (Table 1, footnote, and Table 4). Under SFAS No. 142, wireless companies must re-evaluate at least annually the value of their licenses and goodwill related to acquisitions, recording charges if current values on licenses and properties have declined. American Cellular's impairment charge in the fourth quarter of 2002 did not impact Dobson, because Dobson had previously written off its investment in American in June 2002.

For the fourth quarter of 2001, American recorded a net loss of $37.0 million. This included a charge of $23.1 million, net of taxes, related to the amortization of licenses and goodwill.

American Cellular's EBITDA increased approximately 19 percent to $45.1 million for the quarter, compared with $37.9 million for the same period last year. EBITDA margin was 39.9 percent, compared with 36.4 percent in the fourth quarter last year.

American Cellular's increased EBITDA reflected its continued success in selling calling plans that concentrate customer traffic on its networks and those of its major roaming partners. Approximately 77 percent of fourth quarter gross subscriber additions represented sales of local and preferred calling plans. A lower number of analog-to-digital migrations in this year's fourth quarter - 5,000 versus 11,500 last year - also accounted for some of the improvement in EBITDA margin.

Net subscriber additions for the quarter were 17,300, compared with 24,400 for the same quarter last year. American's churn for the fourth quarter was 2.0 percent, compared with 1.8 percent in the fourth quarter of 2001.

American reported total revenue of $112.9 million for the fourth quarter of 2002, an increase of 8 percent over $104.3 million for the same period last year. Local service revenue at the company was $76.3 million for the quarter, an increase of 12 percent over the total of $68.4 million for the same quarter of 2001.

Roaming revenue for the fourth quarter of 2002 was approximately $32.7 million, compared with $31.1 million for the same quarter last year.

Average revenue per unit (ARPU) for the fourth quarter of 2002 was approximately $39, compared with $38 for the same quarter last year. Cash cost per unit (CCPU) in the fourth quarter was approximately $18, compared with CCPU of approximately $21 for the same period last year, despite a 15 percent increase in its monthly average customer minutes of use (MOUs). EBITDA margin on local service revenue consequently rose to 24.8 percent for the fourth quarter, compared with 19.2 percent for the same quarter last year.

American Cellular's capital expenditures were approximately $10.0 million in the fourth quarter, bringing its year-to-date total to $48.8 million.

American Cellular had approximately $15.9 million unrestricted cash and $42.3 million in restricted cash on its balance sheet as of December 31, 2002. Of the restricted cash, $34.1 million is in escrow to pay the April 2003 interest payment on its 9.5% Senior Subordinated Notes. The remaining $8.2 million was in escrow on December 31, 2002, related to the sale of the Tennessee RSA No. 4 to Verizon. In February 2003, approximately $4.1 million was released from escrow and used to reduce the amount outstanding on American's bank credit facility.

Since June 30, 2002, American Cellular has not been in compliance with the total debt leverage ratio covenant in its bank credit facility. Consequently, American Cellular's banks have the right, but not the obligation, to accelerate repayment of the outstanding balance of its credit facility, which at December 31, 2002, was approximately $894.3 million, down from $904.9 million at September 30, 2002. To date, no such acceleration has occurred, and American Cellular's management continues to hold discussions with its bank lenders and with representatives of certain of the ACC bondholders concerning a potential reorganization.

As a result of the non-compliance, the bank commitment amount on the American Cellular credit facility was reduced to outstanding borrowings on December 31, 2002, and the company currently has no available borrowing capacity.

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 fourth quarter results on Thursday, March 6, 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           545662

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           545662
     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.

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These include, but are not limited to, statements regarding the Company's plans, intentions and expectations. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those projected. These risks include, but are not limited to, increased levels of competition, shortages of key equipment, restrictions on the Company's ability to finance its growth and other factors. A more extensive discussion of the risk factors that could impact these areas and the Company's overall business and financial performance can be found in the Company's reports filed with the Securities and Exchange Commission. Given these concerns, investors and analysts should not place undue reliance on forward-looking statements.


  Table 1

   Dobson Communications Corporation
   Statements of Operations
   (Includes American Cellular ownership on an equity basis)


                       Three Months Ended           Year Ended
                          December 31,              December 31,
                        2002        2001          2002        2001
                     ----------  ----------    ----------  ---------- 
                         ($ in thousands except per share data)


 Operating Revenue
  Service revenue    $   94,759  $   85,359    $  373,517  $  329,029
  Roaming revenue        59,735      59,943       237,801     247,630
  Equipment &
   other revenue          4,941       4,820        20,229      22,745
                     ----------  ----------    ----------  ---------- 
   Total                159,435     150,122       631,547     599,404
                     ----------  ----------    ----------  ---------- 
 Operating Expenses
 (excluding
  depreciation &
  amortization)
   Cost of service       39,762      41,688       165,677     164,198
   Cost of equipment     11,510      11,939        46,264      50,754
   Marketing &
    selling              17,297      18,915        73,360      74,798
   General &
    administrative       20,640      18,033        80,342      74,483
                     ----------  ----------    ----------  ---------- 
     Total               89,209      90,575       365,643     364,233
                     ----------  ----------    ----------  ---------- 
 EBITDA                  70,226      59,547       265,904     235,171

  Depreciation &
   amortization         (21,910)    (48,121)      (87,993)   (184,427)
                     ----------  ----------    ----------  ---------- 
 Operating income        48,316      11,426       177,911      50,744

  Minority interest      (1,653)     (1,497)       (6,833)     (5,895)
  Loss from
   investment in
   joint venture(a)          --     (18,491)     (184,381)    (69,182)
  Other (loss)
   income, net           (5,085)     (3,897)       (1,755)      1,792
                     ----------  ----------    ----------  ---------- 
 Income (loss)
  before interest
  & income taxes         41,578     (12,459)      (15,058)    (22,541)
   Interest expense     (27,709)    (31,670)     (119,665)   (143,020)
   Income tax
    (expense)
    benefit              (5,275)      9,585        41,165      36,650
                     ----------  ----------    ----------  ---------- 
 Income (loss) from
  continuing
  operations              8,594     (34,544)      (93,558)   (128,911)
 Discontinued
  operations:
   Income from
    discontinued
    operations, net
    of taxes                 --       5,236         5,121       1,337
                    
  Loss from
   discontinued
   operations from
   investment in
   joint venture             --         (75)         (327)       (720)
                                                             
  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               8,594     (29,383)        6,287    (128,294)
   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
  extraordinary
  items                   8,594     (29,383)     (167,827)   (128,294)

 Extraordinary
  (loss) gain, net
  of taxes                 (270)         --         1,365          --
                     ----------  ----------    ----------  ---------- 
 Net Income (loss)       8,324      (29,383)     (166,462)   (128,294)
  Dividends on
   preferred stock      (22,837)    (22,893)      (94,451)    (86,326)
  Excess of face
   value over
   repurchase price
   of preferred
   stock                 40,091          --        70,323          -- 
                     ----------  ----------    ----------  ---------- 
 Net Income (loss)
  applicable to
  common
  shareholders       $   25,578  $  (52,276)   $ (190,590) $ (214,620)
                     ==========  ==========    ==========  ========== 
 Basic net income
  (loss) applicable
   to common
   shareholders
   per common share:
    Continuing
     operations      $     0.09  $    (0.37)   $    (1.03) $    (1.37)
    Discontinued
     operations              --        0.06          1.10        0.01
    Change in
     accounting
     principle               --          --         (1.92)         --
    Extraordinary
     gain                    --          --          0.02          --
    Dividends on and
     redemption of
     preferred stock       0.19       (0.25)        (0.27)      (0.92)
                     ----------  ----------    ----------  ---------- 
 Total basic and
  diluted net income
  (loss) applicable
  to common
  shareholders per
  common share       $     0.28  $    (0.56)   $    (2.10) $    (2.28)
                     ==========  ==========    ==========  ========== 
 Basic and diluted
  weighted average
  common shares
  outstanding        90,109,318  93,384,356    90,671,688  93,969,310
                     ==========  ==========    ==========  ========== 

 (a)  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       For the     For the
                       three       three         year         year
                       months     months
                     ended Dec.  ended Dec.    ended Dec.   ended Dec.
                       2002       2001           2002         2001
                     ----------  ----------    ----------  ---------- 
 EBITDA                  45,097      37,939       180,297     155,947
 Depreciation and
  Amortization          (17,050)    (47,713)      (66,745)   (182,637)
 Interest Expense       (32,756)    (41,657)     (142,004)   (165,457)
 Other Income, net          423       1,245         1,388       3,723
 Income tax benefit       5,272      14,470        14,383      52,200
 Impairment of
  Goodwill             (423,894)         --      (800,894)         --
 Dividends on
  preferred stock        (1,217)     (1,264)       (4,661)     (2,139)
                     ----------  ----------    ----------  ---------- 
 Net Loss of
  American Cellular
  from continuing
  operations (100%)    (424,125)    (36,980)     (818,236)   (138,363)
                     ==========  ==========    ==========  ========== 

  Table 2

  Dobson Communications Corporation
  Selected Financial Data
                                     Dec. 31, 2002      Dec. 31, 2001
                                     -------------       ------------
                                    ($ in millions)    ($ in millions)

 Cash and cash equivalents           $       294.5       $      161.6
                                     =============       ============

 Total Debt: (a)
 Dobson Operating Co., L.L.C.
  credit facility                    $       501.0       $      822.3
 Dobson/Sygnet credit facility               285.4              300.1
 DCC 10.875% Senior Notes, net               298.2              298.1
 Dobson/Sygnet Senior Notes                  188.5              200.0
 Other                                        --                  0.4
                                     -------------       ------------
        Total debt                   $     1,273.1       $    1,620.9
                                     =============       ============
 Preferred Stock:
  Series AA Preferred Stock,
   5.96%                             $       200.0       $      200.0
  Senior Exchangeable Preferred
   Stock, 12.25%, net (b)                    362.3(c)           351.2
  Senior Exchangeable Preferred
   Stock, 13.00%, net (d)                    196.0(e)           230.7
                                     -------------       ------------
    Total preferred stock            $       758.3       $      781.9
                                     =============       ============


                                       Year Ended        Year Ended
                                     Dec. 31, 2002      Dec. 31, 2001
                                     -------------       ------------
                                    ($ in millions)   ($ in millions)

 Capital Expenditures: (f)           $        83.9       $       93.0
                                     =============       ============


 (a) Does not include our proportionate interest in American
     Cellular's total debt of $1.6 billion at December 31, 2002 and
     $1.8 billion at December 31, 2001.
 (b) Net of deferred financing costs of $(4.2) million and $(5.7)
     million and discount of $(8.4) million and $(10.5) million for
     the year end December 31, 2002 and 2001, respectively
 (c) Subsequent to December 31, 2002, the Company repurchased $32.4
     million carrying value of its 12.25% preferred stock, reducing
     this outstanding balance to $331.4 million before amortization of
     financing costs and the discount.
 (d) Net of deferred financing costs of $(2.8) million $(4.3) million
     for the year end December 31, 2002 and 2001, respectively
 (e) Subsequent to December 31, 2002, the Company repurchased $27.5
     million carrying value of its 13% preferred stock, reducing this
     outstanding balance to $167.1 million before amortization of
     financing costs.
 (f) Does not include our proportionate share of American Cellular's
     capital expenditures totaling $48.8 million for the year ended
     December 31, 2002 and $74.9 million for the year ended December
     31, 2001.


  Table 3

  Dobson Communications Corporation

  For the Quarter Ended
                     12/31/01   3/31/02   6/30/02   9/30/02  12/31/02
                    --------- --------- --------- --------- ---------
                      ($ in thousands except per subscriber data)
                                     (unaudited)

 Operating Revenue
  Service revenue   $  85,359 $  86,674 $  94,290 $  97,794 $  94,759
  Roaming revenue      59,943    51,880    60,875    65,312    59,735
  Equipment & other
   revenue              4,820     4,571     4,716     6,000     4,941
                    --------- --------- --------- --------- ---------
    Total             150,122   143,125   159,881   169,106   159,435
                    --------- --------- --------- --------- ---------

 Operating Expenses
  (excluding
  depreciation &
  amortization)
   Cost of service     41,688    40,628    43,229    42,058    39,762
   Cost of equipment   11,939    11,333    11,298    12,124    11,510
   Marketing & selling 18,915    17,800    19,198    19,064    17,297
   General &
    administrative     18,033    19,697    19,495    20,510    20,640
                    --------- --------- --------- --------- ---------
     Total             90,575    89,458    93,220    93,756    89,209
                    --------- --------- --------- --------- ---------
 EBITDA (a)         $  59,547 $  53,667 $  66,661 $  75,350 $  70,226
                    ========= ========= ========= ========= =========
 EBITDA Margin           39.7%     37.5%     41.7%     44.6%     44.0%

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

 Post-paid
  Gross Adds           65,000    58,400    61,400    58,800    58,200
  Net Adds             22,800    11,100    25,900    15,500    18,200
  Subscribers         668,800   679,900   705,800   721,300   739,500
                                           
   Churn                  2.1%      2.3%      1.7%      2.0%      1.8%
   Average Service
    Revenue per
    Subscriber       $     43 $      42 $      45 $      45 $      43
   Average Service
    and Roaming
    Revenue per
    Subscriber       $     73 $      68 $      74 $      76 $      70

 Pre-paid
  Net Adds              2,700     1,700    (3,700)   (4,600)   (1,300)
  Subscribers          14,600    16,300    12,600     8,000     6,700

 Reseller
  Net Adds              4,900      (700)      100     3,400     2,000
  Subscribers          16,800    16,100    16,200    19,600    21,600

 Total
  Net Adds             30,400    12,100    22,300    14,300    18,900
  Subscribers (b)     700,200   712,300   734,600   748,900   767,800
  Penetration            11.0%     11.2%     11.6%     11.8%     12.1%


 (a) Includes $1.9 million, $1.9 million, $2.1 million, $2.2 million
     and $2.1 million of EBITDA for the quarters ended December 31,
     2001, March 31, 2002, June 30, 2002, September 30, 2002 and
     December 31, 2002 respectively, related to minority interests.
 (b) Billing reconciliation included in fourth quarter 2001
     subscribers.


  Table 4

  American Cellular Corporation

  For the Quarter Ended

                     12/31/01   3/31/02   6/30/02   9/30/02  12/31/02
                       ($ in thousands except per share data)
                                     (unaudited) 

 Operating Revenue
  Service revenue   $  68,389 $  70,187 $  76,260 $  79,430 $  76,267
  Roaming revenue      31,050    26,593    35,592    40,237    32,725
  Equipment & other
   revenue              4,858     3,103     3,958     4,535     3,943
                    --------- --------- --------- --------- ---------
   Total              104,297    99,883   115,810   124,202   112,935
                    --------- --------- --------- --------- ---------
 Operating Expenses
 (excluding
  depreciation &
  amortization)
   Cost of service     28,807    27,374    29,273    28,392    25,372
   Cost of
    equipment           7,552     7,446     7,704     9,053    10,003
   Marketing &
    selling            14,045    13,574    14,813    15,031    14,205
   General &
    administrative     15,954    16,682    16,956    18,396    18,258
                    --------- --------- --------- --------- ---------
     Total             66,358    65,076    68,746    70,872    67,838
                    --------- --------- --------- --------- ---------
 EBITDA             $  37,939 $  34,807 $  47,064 $  53,330 $  45,097
                    ========= ========= ========= ========= =========
 EBITDA Margin           36.4%     34.8%     40.6%     42.9%     39.9%

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

 Post-paid
  Gross Adds           55,000    46,800    48,700    49,900    53,000
  Net Adds             23,000    10,100    16,400    11,200    14,800
  Subscribers         605,300   615,400   631,800   643,000   657,800
  Churn                   1.8%      2.0%      1.7%      2.0%      2.0%
  Average Service
  Revenue per
   Subscriber       $      38 $      38 $      40 $      41 $      39
  Average Service
   and Roaming
   Revenue per
   Subscriber       $      55 $      52 $      59 $      62 $      55

 Pre-paid
  Net Adds               (500)     (200)     (200)     (300)      900
  Subscribers           4,700     4,500     4,300     4,000     4,900

 Reseller
  Net Adds              1,900       200      (500)    4,300     1,600
  Subscribers          22,100    22,300    21,800    26,100    27,700

 Total
  Net Adds             24,400    10,100    15,700    15,200    17,300
  Subscribers (a)     632,100   642,200   657,900   673,100   690,400
  Penetration            12.6%     12.9%     13.2%     13.5%     13.8%

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

  Table 5

  Dobson Operating Company LLC

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

 Operating Revenue
  Service revenue   $  50,591 $  52,501 $  56,999 $  58,676 $  57,000
  Roaming revenue      47,753    41,561    48,358    52,116    47,419
  Equipment & other
   revenue              3,169     3,202     3,418     3,921     3,279
                    --------- --------- --------- --------- ---------
 Total                101,513    97,264   108,775   114,713   107,698
                    --------- --------- --------- --------- ---------
 Operating Expenses
  (excluding
  depreciation &
  amortization)
   Cost of service     30,289    29,675    31,640    30,775    28,915
   Cost of
    equipment           5,975     6,905     6,867     7,147     7,410
   Marketing &
    selling            12,045    11,765    12,716    12,599    11,045
   General &
    administrative     11,704    12,883    12,346    13,013    12,857
                    --------- --------- --------- --------- ---------
 Total                 60,013    61,228    63,569    63,534    60,227
                    --------- --------- --------- --------- ---------
 EBITDA (a)         $  41,500 $  36,036 $  45,206 $  51,179 $  47,471
                    ========= ========= ========= ========= =========
 EBITDA Margin           40.9%     37.1%     41.6%     44.6%     44.1%

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

 Post-paid
  Gross Adds           36,400    36,500    39,400    36,800    36,300
  Net Adds             12,000     7,200    16,100     6,200     7,700
  Subscribers         384,200   391,400   407,500   413,700   421,400
  Churn                   2.2%      2.4%      1.9%      2.5%      2.3%
  Average Service
  Revenue per
  Subscriber        $      44 $      44 $      47 $      47 $      45

   Revenue per
    Subscriber      $      86 $      80 $      87 $      89 $      83

 Pre-paid
  Net Adds              2,400     1,600    (3,600)   (4,600)   (1,600)
  Subscribers          14,000    15,600    12,000     7,400     5,800

 Reseller
  Net Adds              1,600    (1,000)      500     3,700     2,200
  Subscribers          11,700    10,700    11,200    14,900    17,100

 Total
  Net Adds             16,000     7,800    13,000     5,300     8,300
  Subscribers (b)     409,900   417,700   430,700   436,000   444,300
 Penetration             10.3%     10.5%     10.8%     10.9%     11.1%


 (a)  Includes $1.9 million, $1.9 million, $2.1 million, $2.2 million
      and $2.1 million of EBITDA for the quarters ended December 31,
      2001, March 31, 2002, June 30, 2002, September 30, 2002 and
      December 31, 2002 respectively, related to minority interests.
 (b)  Billing reconciliation included in fourth quarter 2001
      subscribers.


  Table 6

  Dobson/Sygnet Communications Company

  For the Quarter Ended

                     12/31/01   3/31/02   6/30/02   9/30/02  12/31/02
                      ($ in thousands except per subscriber data)
                                     (unaudited)

 Operating Revenue
  Service revenue   $  34,769 $  34,076 $  37,097 $  39,118 $  37,760
  Roaming revenue      12,189    10,319    12,516    13,196    12,315
  Equipment & other
   revenue              1,651     1,370     1,298     2,079     1,662
                    --------- --------- --------- --------- ---------
 Total                 48,609    45,765    50,911    54,393    51,737
                    --------- --------- --------- --------- ---------
 Operating Expenses
  (excluding
  depreciation &
  amortization)
   Cost of service     11,399    10,953    11,589    11,284    10,847
   Cost of
    equipment           5,964     4,428     4,431     4,977     4,100
   Marketing &
    selling             6,870     6,035     6,482     6,465     6,252
   General &
    administrative      6,332     6,510     6,980     7,326     7,695
                    --------- --------- --------- --------- ---------
 Total                 30,565    27,926    29,482    30,052    28,894
                    --------- --------- --------- --------- ---------
 EBITDA             $  18,044 $  17,839 $  21,429 $  24,341 $  22,843
                    ========= ========= ========= ========= =========
 EBITDA Margin           37.1%     39.0%     42.1%     44.8%     44.2%

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

 Post-paid
  Gross Adds           28,600    21,900    22,000    22,000    21,900
  Net Adds             10,800     3,900     9,800     9,300    10,500
  Subscribers         284,600   288,500   298,300   307,600   318,100
  Churn                   2.1%      2.1%      1.4%      1.4%      1.2%
  Average Service
   Revenue per
   Subscriber       $      41 $      39 $      42 $      43 $      40
  Average Service
   and Roaming
   Revenue per
   Subscriber       $      56 $      51 $      56 $      57 $      53

 Pre-paid
  Net Adds                300       100      (100)       --       300
  Subscribers             600       700       600       600       900

 Reseller
  Net Adds              3,300       300      (400)     (300)     (200)
  Subscribers           5,100     5,400     5,000     4,700     4,500

 Total
  Net Adds             14,400     4,300     9,300     9,000    10,600
  Subscribers (a)     290,300   294,600   303,900   312,900   323,500
  Penetration            12.3%     12.5%     12.9%     13.3%     13.7%

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


            

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