Dobson Communications: Solid Second Quarter Marked by Low Subscriber Churn and Increased EBITDA and EBITDA Margin

Improving Profitability Trend Continues in Local Service Business


OKLAHOMA CITY, Aug. 6, 2002 (PRIMEZONE) -- Dobson Communications Corporation (Nasdaq:DCEL) reported total revenue of $159.9 million for the second quarter ended June 30, 2002, an increase of approximately four percent over revenue for the second quarter of 2001.

EBITDA was $66.7 million, or eight percent higher than the same quarter of 2001. EBITDA margin increased to 41.7 percent for the second quarter of 2002, compared with 40.4 percent for the second quarter last year.

EBITDA represents earnings before interest, taxes, depreciation, amortization, loss from investment in joint venture, impairment loss from investment in joint venture, income (loss) from discontinued operations and loss from change in accounting principle. Dobson's EBITDA does not include the operations of American Cellular. Dobson accounts for its 50 percent interest in American Cellular on an equity basis (Table 1), reporting American Cellular's results of operations as "loss from investment in joint venture." EBITDA also does not include the effect of the February 2002 sale by Dobson and American Cellular of five properties to Verizon Wireless (NYSE:VZ). The results of operations from these properties are shown (Table 1, attached) as income (loss) from discontinued operations, net of taxes, in accordance with Generally Accepted Accounting Principles (GAAP).

Dobson's net loss applicable to common shareholders included a loss from investment in the American Cellular joint venture of $117.1 million, net of tax, and non-cash preferred stock dividends of $23.9 million. The loss from investment in American Cellular primarily related to a goodwill impairment write-down taken by that company. With the recognition of the losses from the American Cellular joint venture, Dobson's investment in the American Cellular joint venture has been written down to zero.

American Cellular's second quarter EBITDA was significantly higher than that for the same period last year, but it did not satisfy the total debt leverage ratio covenant for June 30, 2002, contained 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 June 30, 2002, was approximately $915.6 million. 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. As previously disclosed, an acceleration under the credit facility would allow the holders of American Cellular's Senior Subordinated Notes to declare the principal and interest of those notes immediately due and payable.

American Cellular's debt is non-recourse to Dobson Communications and to American Cellular's other owner, AT&T Wireless.

Without the loss from investment in the American Cellular joint venture, Dobson would have recorded net income of $8.9 million, or $0.10 per share. After non-cash preferred stock dividends, the Company would have recorded a net loss applicable to common shareholders of $15.0 million, or $0.17 per share, for the second quarter ended June 30, 2002.

In the second quarter of 2001, Dobson's net loss applicable to common shareholders was $53.4 million, or $0.56 per share, based on an average 94.2 million shares outstanding. This included a loss from investment in the American Cellular joint venture of $16.2 million; a $3.0 million loss from discontinued operations, net of taxes; and non-cash preferred stock dividends of $21.5 million.

Dobson's improvements in EBITDA and EBITDA margin were driven by several positive operating trends.


 -- Average revenue per unit (ARPU) for the second quarter of 2002 was
    approximately $45, compared with $44 for the second quarter last
    year. 

 -- Cash cost per unit (CCPU) in the second quarter was approximately
    $23, compared with CCPU of approximately $25 for the same period
    last year. CCPU reflects all operating costs that are not related
    to acquiring new subscribers or to the Company's wholesale roaming
    business. Lower CCPU was achieved despite a 24 percent year-over-
    year increase in average minutes of use (MOUs) per customer per
    month -- to 201 MOUs in the most recent quarter.

 -- Consequently, Dobson's EBITDA margin on local service revenue was
    19.0 percent for the second quarter, compared with 12.4 percent in
    last year's second quarter. Increasing local service profit margin
    is a key operating priority for the Company in 2002.

 -- Finally, Dobson's cost per gross subscriber addition (CPGA) was
    $420 for the second quarter, compared with $449 for the same 
    period last year. Dobson migrated only 6,000 analog customers to 
    digital calling plans during the quarter, compared with 28,500 in 
    last year's second quarter.

Roaming revenue for the second quarter was approximately six percent lower than the same period last year, primarily reflecting the lower initial rate in Dobson's new 10-year roaming agreement with Cingular Wireless. Roaming traffic on the Dobson network increased to 252.6 million minutes for the second quarter, almost 34 percent higher than total roaming MOUs in the second quarter of 2001.

Dobson's capital expenditures in the second quarter were approximately $24.8 million, bringing total capital expenditures at mid-year to $42.8 million. The Company has projected approximately $85 million in capital expenditures for 2002.

Having completed the build-out of its 100 percent digital network in 2001, capital spending in 2002 has focused primarily on increasing network capacity. It added 15 new cell sites and approximately 2,500 additional voice paths during the second quarter. Dobson's network now includes approximately 920 cell sites and 30,775 voice paths, of which 75 percent are digital. During the second quarter, 90 percent of network voice traffic was digital, compared with 82 percent in the same period last year.

Dobson also strengthened its balance sheet during the quarter, reducing total long-term debt by almost $31 million through regularly scheduled reductions and a paydown of its revolver. At June 30, 2002, Dobson had $242.6 million in unrestricted cash, as well as approximately $147.9 million in borrowing availability under its subsidiaries' credit facilities.

First Quarter 2002 Earnings Revised Upward

Dobson also announced that it had revised upward its earnings for the first quarter ended March 31, 2002, due to an understatement of the gain on its first quarter sale of assets to Verizon Wireless. The gain was understated by $7.1 million, net of taxes. In its results for the quarter ended March 31, 2002, Dobson incorrectly reported certain liabilities on its balance sheet that were assumed by Verizon Wireless as a result of the sale. Dobson has accordingly amended its quarterly report on Form 10-Q for the period. The attached financials for the first half of 2002 reflect this revision.

American Cellular Corporation

American Cellular also continued to improve its operating results in the second quarter (Table 5). For the second quarter, American Cellular:


 -- Increased total revenue by nine percent to $115.8 million;

 -- Recorded roaming revenue of $35.6 million, almost four percent
    higher than the second quarter last year, and roaming MOUs that
    were 44 percent higher than last year;

 -- Increased EBITDA to $47.1 million, or almost 14 percent, compared
    with the second quarter last year;

 -- Increased EBITDA margin to 40.6 percent, compared with 39.0
    percent in the second quarter last year;

 -- Increased local service profit margin to 24.4 percent, compared
    with 20.8 percent in the second quarter last year;

 -- Reduced CPGA to approximately $381, compared with $498 for the
    same quarter last year;

 -- And, as previously announced, added to its subscriber based 
    approximately 15,700 net subscribers in the quarter, reflecting
    postpaid churn for the quarter of 1.7 percent.

American Cellular's net loss for the quarter ended June 30, 2002 was $382.8 million, and included a goodwill impairment write-down of $377.0 million.

American Cellular's capital expenditures were approximately $16.7 million in the second quarter, bringing its year-to-date total to $30.0 million. American Cellular has projected approximately $55 million in total capital expenditures for 2002. During the second quarter, it added 10 cell sites and almost 2,600 voice paths, raising its total network capacity to 706 cells sites and approximately 23,000 voice paths.

American Cellular had approximately $4.7 million unrestricted cash and $74.5 million in restricted cash on its balance sheet as of June 30, 2002; the restricted cash is in escrow to pay interest. Available borrowing capacity on its credit facility is restricted by its total leverage covenant. American Cellular anticipates that its cash flow from operations will be sufficient to meet its short-term cash needs.

Proportionate 2Q Results

Dobson's proportionate results, which include half of the results of operations of American Cellular, also reflected strong increases in EBITDA and EBITDA margin in the second quarter.

Proportionate total revenue increased to $217.8 million for the quarter, almost six percent above last year's second quarter. Second quarter EBITDA increased nine percent to $90.2 million, compared with $82.7 million for the same period last year (proportionate). EBITDA margin for the current quarter rose to 41.4 percent, compared with 40.1 percent for the same period last year.

Although proportionate postpaid ARPU for the second quarters of 2002 and 2001 each rounded to $43, postpaid ARPU for the second quarter this year was approximately $0.60 higher than that for the same period last year.

Cash cost per user (CCPU) in the second quarter was approximately $22 (proportionate), almost four percent lower than CCPU for the same period last year.

CPGA on a proportionate basis was $409 for the second quarter, compared with $461 for the same period last year. Dobson migrated 11,800 analog customers (proportionate) to digital calling plans during the quarter, compared with 35,100 in last year's second quarter.

Finally, Dobson's EBITDA margin on local service revenue was 20.6 percent for the second quarter (proportionate), compared with 14.9 percent in last year's second quarter.

As previously announced, second quarter gross subscriber additions (proportionate, postpaid) were approximately 85,800, and customer churn improved to 1.7 percent, yielding total net subscriber additions of approximately 30,200. Eighty-two percent of the Company's proportionate subscribers were on digital calling plans at June 30, 2002, compared with 62 percent a year ago.

Dobson's 1.1 million subscribers (proportionate) reflect penetration of approximately 12.0 percent in its markets, compared with 10.6 percent at the end of last year's second quarter.

Conference Call

Dobson plans to conduct a conference call to discuss its second quarter results on Wednesday, August 7, 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) 946-0712

Pass code 584096

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 584096

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         Six Months Ended
                            June 30,                  June 30,
                        2002         2001         2002          2001
                    ----------   ----------   ----------   ----------

 Operating Revenue

 Service revenue    $   94,291   $   82,222  $   180,964  $   156,707
 Roaming revenue        60,875       64,642      112,755      115,478
 Equipment &
  other revenue          4,715        6,414        9,287       12,253
                    ----------   ----------   ----------   ----------
   Total               159,881      153,278      303,006      284,438
                    ----------   ----------   ----------   ----------

 Operating
  Expenses
  (excluding
   depreciation &
   amortization
 Cost of service        43,229       41,359       83,857       77,664
 Cost of equipment      11,298       12,842       22,630       26,136
 Marketing & selling    19,198       18,737       36,999       37,224
 General &
  administrative        19,495       18,391       39,192       37,446
                    ----------   ----------   ----------   ----------
   Total                93,220       91,329      182,678      178,470
                    ----------   ----------   ----------   ----------
 EBITDA                 66,661       61,949      120,328      105,968

 Depreciation &
  amortization         (22,052)     (45,424)     (43,064)     (89,876)
                    ----------   ----------   ----------   ----------
 Operating Income       44,609       16,525       77,264       16,092

 Minority interest      (1,587)      (1,554)      (3,097)      (2,748)
 Loss from
  investment in
  joint venture (1)   (177,158)     (16,246)    (184,381)     (35,339)
 Other income, net       1,524        2,376        2,768        3,549
                    ----------   ----------   ----------   ----------
 (Loss) income
  before interest &
  income taxes        (132,612)        1,101    (107,446)     (18,446)
 Interest expense      (30,232)     (37,731)     (60,898)     (76,129)
 Income tax benefit     54,601        7,746       53,946       22,491
                    ----------   ----------   ----------   ----------
 Loss from
  continuing
  operations          (108,243)     (28,884)    (114,398)     (72,084)

 Discontinued 
  operations:

 (Loss) income from
  discontinued
  operations, net of
  taxes                    --        (2,839)       5,121       (3,455)

 Loss from
  discontinued
  operations from
  investment in
  joint venture            --          (169)        (327)        (422)

 Gain from disposal
  of discontinued
  operations, net of
  taxes                    --           --        88,315          --
 Gain from disposal
  of discontinued
  operations from
  investment in
  joint venture            --           --         6,736          --
                    ----------   ----------   ----------   ----------
 Loss before
  cumulative effect
  of change in
  accounting
  principal           (108,243)     (31,892)     (14,553)     (75,961)
 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)         --
                    ----------   ----------   ----------   ----------
 Net loss             (108,243)     (31,892)    (188,667)     (75,961)
 Dividends on
  preferred stock      (23,860)     (21,516)     (46,860)     (41,006)
                    ----------   ----------   ----------   ----------
 Net loss applicable
  to common
  shareholder       $ (132,103)  $  (53,408) $  (235,527) $  (116,967)
                    ==========   ==========   ==========   ==========
 Basic net loss
  applicable to
  common
  shareholders per
  common share:
 Continuing
  operations        $    (1.19)  $    (0.31) $     (1.26) $     (0.77)
 Discontinued
  operations               --         (0.03)        1.10        (0.04)
 Change in
  accounting
  principle                --           --         (1.91)         --
 Dividends on
  preferred stock        (0.27)       (0.22)       (0.51)       (0.43)
                    ----------   ----------   ----------   ----------
 Basic net loss
  applicable to
  common
  shareholders per
  common share      $    (1.46)  $    (0.56) $     (2.58) $     (1.24)
                    ==========   ==========   ==========   ==========
 Basic weighted
  average common
  shares
  outstanding       90,806,645   94,234,678   91,222,067   94,151,058
                    ==========   ==========   ==========   ==========
 
 (1) Represents the Company's 50% ownership in the Net Loss from
     American Cellular.

    Detailed as follows:  
                       For the      For the      For the     For the
                        three        three         six         six 
                        months       months       months      months
                     ended June   ended June   ended June   ended June
                      30, 2002     30, 2001     30, 2002     30, 2001

 EBITDA                 47,064       41,413       81,870       69,208
 Depreciation
  and Amortization     (16,762)     (45,357)     (32,744)     (88,462)
 Interest
  Expense              (38,781)     (41,989)     (79,322)     (80,945)
 Other Income, net         787        1,486          284        1,806
 Income tax benefit      3,077       11,956       11,965       27,716
 Impairment of
  Goodwill            (377,000)         --       (377,000)        --
 Dividends on
  preferred stock       (1,148)         --        (2,262)         --
                        ------       ------       ------       ------
  Net Loss of
   American Cellular
   from continuing
   operations (100%)  (382,763)     (32,491)    (397,209)     (70,677)
                        ======       ======       ======       ====== 

 Table 2
 Dobson Communications Corporation
 Selected Financial Data

                                                   June 30, 2002
                                                  ($ in millions)

 Cash and cash equivalents                         $   242.6 

 Total Debt: (1)
 Dobson Operating Co., L.L.C. credit facility      $   486.3 
 Dobson/Sygnet credit facility                         296.0 
 DCC 10.875% Senior Notes, net                         298.2 
 Dobson/Sygnet Senior Notes                            200.0 

  Total debt                                       $ 1,280.5 

 Preferred Stock: 
  Series AA Preferred Stock, 5.96%                 $   200.0 
 Senior Exchangeable Preferred Stock, 12.25%, net      380.6
 Senior Exchangeable Preferred Stock, 13.00%           250.6 
  Total preferred stock                            $   831.2 

                                                Six months ended
                                                 June 30, 2002
                                                ($ in millions)

 Capital Expenditures: (2)                         $    42.8 

 (1)  Does not include our proportionate interest in American 
      Cellular's total debt of $1.61 billion.

 (2)  Does not include our proportionate share of American Cellular's
      capital expenditures for the six months ended June 30, 2002
      totaling $30.0 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               6/30/01   9/30/01  12/31/01   3/31/02   6/30/02
                    --------- --------- --------- --------- ---------
                      ($ in thousands except per subscriber data)
                                       (unaudited)

 Operating Revenue
  Service revenue   $ 115,831 $ 122,869 $ 119,553 $ 121,767 $ 132,420
  Roaming revenue      81,801    92,286    75,468    65,177    78,671
  Equipment & other
   revenue              8,699     7,963     7,249     6,123     6,695
                    --------- --------- --------- --------- ---------
    Total             206,331   223,118   202,270   193,067   217,786
                    --------- --------- --------- --------- ---------
 Operating Expenses
 (excluding
  depreciation &
  amortization)
  Cost of service      54,450    59,034    56,092    54,315    57,866
  Cost of equipment    17,792    17,060    15,715    15,055    15,149
  Marketing & selling  25,585    25,968    25,937    24,587    26,605
  General &
   administrative      25,849    27,000    26,010    28,038    27,973
                    --------- --------- --------- --------- ---------
    Total             123,676   129,062   123,754   121,995   127,593
                    --------- --------- --------- --------- ---------
 EBITDA (1)         $  82,655 $  94,056 $  78,516 $  71,072 $  90,193
                    ========= ========= ========= ========= =========
 EBITDA Margin           40.1%     42.2%     38.8%     36.8%     41.4%

 Pops               8,852,500 8,852,500 8,852,500 8,852,500 8,852,500
                                       

 Post-paid
  Gross Adds           75,200    85,950    92,500    81,800    85,750
  Net Adds             27,450    34,650    34,300    16,150    34,100
  Subscribers         905,950   940,600   971,450   987,600 1,021,700
  Churn                   1.8%      1.9%      2.0%      2.2%      1.7%
  Average Service
   Revenue per
   Subscriber       $      43 $      44 $      41 $      41 $      43
  Average Service
   and Roaming
   Revenue per
   Subscriber       $      73 $      77 $      68 $      63 $      69

 Pre-paid
  Net Adds              2,150       400     2,450     1,600    (3,800)
  Subscribers          17,000    17,400    16,950    18,550    14,750

 Reseller
  Net Adds              8,750     4,300     5,850      (600)     (150)
  Subscribers          17,700    22,000    27,850    27,250    27,100

 Total
  Net Adds             38,350    39,350    42,600    17,150    30,150
  Subscribers (2)     940,650   980,000 1,016,250 1,033,400 1,063,550
  Penetration            10.6%     11.1%     11.5%     11.7%     12.0%


 (1)  Includes $2.0 million, $2.1 million, $1.9 million, $1.9 million
      and $2.1 million of EBITDA for the quarters ended June 30, 2001,
      September 30, 2001, December 31, 2001, March 31, 2002 and June 
      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               6/30/01   9/30/01  12/31/01   3/31/02   6/30/02
                     --------  --------  --------  --------  --------
                        ($ in thousands except per subscriber data)
                                       (unaudited)

 Operating Revenue
  Service revenue    $ 82,222  $ 86,963  $ 85,359  $ 86,674  $ 94,290
  Roaming revenue      64,642    72,209    59,943    51,880    60,875
  Equipment & other
   revenue              6,414     5,672     4,820     4,571     4,716
                     --------  --------  --------  --------  --------

    Total             153,278   164,844   150,122   143,125   159,881
                     --------  --------  --------  --------  --------
 Operating Expenses
 (excluding
  depreciation &
  amortization)
  Cost of service      41,359    44,846    41,688    40,628    43,229
  Cost of equipment    12,842    12,679    11,939    11,333    11,298
  Marketing &
   selling             18,737    18,659    18,915    17,800    19,198
  General &
   administrative      18,391    19,004    18,033    19,697    19,495
                     --------  --------  --------  --------  --------
    Total              91,329    95,188    90,575    89,458    93,220
                     --------  --------  --------  --------  --------
 EBITDA (1)          $ 61,949  $ 69,656  $ 59,547  $ 53,667  $ 66,661
                     ========  ========  ========  ========  ========

 EBITDA Margin           40.4%     42.3%     39.7%     37.5%     41.7%

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

 Post-paid
  Gross Adds           56,100    58,800    65,000    58,400    61,400
  Net Adds             20,900    22,800    22,800    11,100    25,900
  Subscribers         625,300   648,100   668,800   679,900   705,800
  Churn                  1.85%      1.9%      2.1%      2.3%      1.7%
  Average Service
   Revenue per
   Subscriber        $     44  $     45  $     43  $     42  $     45
  Average Service
   and Roaming
   Revenue per
   Subscriber        $     79  $     83  $     73  $     68  $     74

 Pre-paid
  Net Adds              2,700       600     2,700     1,700    (3,700)
  Subscribers          14,200    14,800    14,600    16,300    12,600

 Reseller
  Net Adds              2,300     3,200     4,900      (700)      100
  Subscribers           8,700    11,900    16,800    16,100    16,200

 Total
  Net Adds             25,900    26,600    30,400    12,100    22,300
  Subscribers (2)     648,200   674,800   700,200   712,300   734,600
  Penetration            10.2%     10.6%     11.0%     11.2%     11.6%


 (1)  Includes $2.0 million, $2.1 million, $1.9 million, $1.9 million
      and $2.1 million of EBITDA for the quarters ended June 30, 2001,
      September 30, 2001, December 31, 2001, March 31, 2002 and June 
      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               6/30/01   9/30/01  12/31/01   3/31/02   6/30/02
                    ---------  --------  --------  --------  --------
                       ($ in thousands except per subscriber data)
                                      (unaudited)

 Operating Revenue
  Service revenue   $  67,219  $ 71,812  $ 68,389  $ 70,187  $ 76,260
  Roaming revenue      34,320    40,154    31,050    26,593    35,592
  Equipment & other
   revenue              4,568     4,583     4,858     3,103     3,958
                    ---------  --------  --------  --------  --------
    Total             106,107   116,549   104,297    99,883   115,810
                    ---------  --------  --------  --------  --------
 Operating Expenses
 (excluding
  depreciation &
  amortization)
  Cost of service      26,181    28,375    28,807    27,374    29,273
  Cost of equipment     9,900     8,762     7,552     7,446     7,704
  Marketing &
   selling             13,696    14,619    14,045    13,574    14,813
  General &
   administrative      14,917    15,993    15,954    16,682    16,956
                    ---------  --------  --------  --------  --------
    Total              64,694    67,749    66,358    65,076    68,746
                    ---------  --------  --------  --------  --------
 EBITDA             $  41,413  $ 48,800  $ 37,939  $ 34,807  $ 47,064
                    =========  ========  ========  ========  ========
 EBITDA Margin           39.0%     41.9%     36.4%     34.8%     40.6%

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

 Post-paid
  Gross Adds           38,200    54,300    55,000    46,800    48,700
  Net Adds             13,100    23,700    23,000    10,100    16,400
  Subscribers         561,300   585,000   605,300   615,400   631,800
  Churn                   1.6%      1.8%      1.8%      2.0%      1.7%
  Average Service
   Revenue per
   Subscriber       $      40  $     41  $     38  $     38  $     40
  Average Service
   and Roaming
   Revenue per
   Subscriber       $      61  $     65  $     55  $     52  $     59

 Pre-paid
  Net Adds             (1,100)     (400)     (500)     (200)     (200)
  Subscribers           5,600     5,200     4,700     4,500     4,300

 Reseller
  Net Adds             12,900     2,200     1,900       200      (500)
  Subscribers          18,000    20,200    22,100    22,300    21,800

 Total
  Net Adds             24,900    25,500    24,400    10,100    15,700
  Subscribers (1)     584,900   610,400   632,100   642,200   657,900
   Penetration           11.7%     12.2%     12.6%     12.9%     13.2%

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

 Table 6

 Dobson Operating Company LLC

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

 Operating Revenue
  Service revenue    $ 48,799  $ 51,476  $ 50,591  $ 52,501  $ 56,999
  Roaming revenue      53,645    59,094    47,753    41,561    48,358
  Equipment & other
   revenue              4,766     4,033     3,169     3,202     3,418
                     --------  --------  --------  --------  -------- 
  Total               107,210   114,603   101,513    97,264   108,775
                     --------  --------  --------  --------  -------- 

 Operating Expenses
 (excluding
  depreciation &
  amortization)
   Cost of service     30,226    33,096    30,289    29,675    31,640
   Cost of
    equipment           8,039     7,424     5,975     6,905     6,867
   Marketing & 
    selling            12,545    12,391    12,045    11,765    12,716
   General &
    administrative     11,404    12,025    11,704    12,883    12,346
                     --------  --------  --------  --------  --------
 Total                 62,214    64,936    60,013    61,228    63,569
                     --------  --------  --------  --------  --------
 EBITDA (1)          $ 44,996  $ 49,667  $ 41,500  $ 36,036  $ 45,206
                     ========  ========  ========  ========  ========

 EBITDA Margin           42.0%     43.3%     40.9%     37.1%     41.6%

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

 Post-paid
  Gross Adds           36,100    38,000    36,400    36,500    39,400
  Net Adds             16,400    16,000    12,000     7,200    16,100
  Subscribers         358,000   374,000   384,200   391,400   407,500
  Churn                   1.8%      2.0%      2.2%      2.4%      1.9%
  Average Service
   Revenue per
   Subscriber        $     46  $     46  $     44  $     44  $     47

  Revenue per
   Subscriber        $     97  $    100  $     86  $     80  $     87

 Pre-paid
  Net Adds              2,500       300     2,400     1,600    (3,600)
  Subscribers          13,400    13,700    14,000    15,600    12,000

 Reseller
  Net Adds              2,300     1,400     1,600    (1,000)      500
  Subscribers           8,700    10,100    11,700    10,700    11,200

 Total
  Net Adds             21,200    17,700    16,000     7,800    13,000
  Subscribers (2)     380,100   397,800   409,900   417,700   430,700
  Penetration             9.5%     10.0%     10.3%     10.5%     10.8%

 (1)  Includes $2.0 million, $2.1 million, $1.9 million, $1.9 million 
      and $2.1 million of EBITDA for the quarters ended June 30, 2001,
      September 30, 2001, December 31, 2001, March 31, 2002 and June 
      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               6/30/01   9/30/01  12/31/01   3/31/02   6/30/02
                     --------  --------  --------  --------  --------
                        ($ in thousands except per subscriber data)
                                       (unaudited)

 Operating Revenue
  Service revenue    $ 33,404  $ 35,484  $ 34,769  $ 34,076  $ 37,097
  Roaming revenue      10,996    13,115    12,189    10,319    12,516
  Equipment & other
   revenue              1,667     1,639     1,651     1,370     1,298
                     --------  --------  --------  --------  --------
 Total                 46,067    50,238    48,609    45,765    50,911
                     --------  --------  --------  --------  --------

 Operating Expenses
 (excluding
  depreciation &
  amortization)
   Cost of service     11,134    11,750    11,399    10,953    11,589
   Cost of equipment    4,802     5,255     5,964     4,428     4,431
   Marketing &
    selling             6,192     6,268     6,870     6,035     6,482
   General &
    administrative      6,995     6,986     6,332     6,510     6,980
                     --------  --------  --------  --------  --------
 Total                 29,123    30,259    30,565    27,926    29,482
                     --------  --------  --------  --------  --------
 EBITDA              $ 16,944  $ 19,979  $ 18,044  $ 17,839  $ 21,429
                     ========  ========  ========  ========  ========

 EBITDA Margin           36.8%     39.8%     37.1%     39.0%     42.1%

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

 Post-paid
  Gross Adds           20,000    20,800    28,600    21,900    22,000
  Net Adds              4,500     6,800    10,800     3,900     9,800
  Subscribers         267,300   274,100   284,600   288,500   298,300
  Churn                   1.9%      1.7%      2.1%      2.1%      1.4%
  Average Service
   Revenue per
   Subscriber        $     42  $     44  $     41  $     39  $     42
  Average Service
   and Roaming
   Revenue per
   Subscriber        $     56  $     60  $     56  $     51  $     56

 Pre-paid
  Net Adds                200       300       300       100      (100)
  Subscribers             800     1,100       600       700       600

 Reseller
  Net Adds                --      1,800     3,300       300      (400)
  Subscribers             --      1,800     5,100     5,400     5,000

 Total
  Net Adds              4,700     8,900    14,400     4,300     9,300
  Subscribers (1)     268,100   277,000   290,300   294,600   303,900
  Penetration            11.4%     11.7%     12.3%     12.5%     12.9%

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


            

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