8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT: (Date of earliest event reported) February 18, 2004

DOBSON COMMUNICATIONS CORPORATION

(Exact name of registrant as specified in its charter)

OKLAHOMA	000-29225	73-1513309
(State or other jurisdiction	(Commission	IRS Employer
of incorporation)	File Number)	Identification No.)
	14201 Wireless Way
	Oklahoma City, Oklahoma	73134
	(Address of principal executive offices)	(Zip Code)

(405) 529-8500
(Registrant’s telephone number, including area code)

TABLE OF CONTENTS

	Item 5. Other Events and Required FD Disclosure
	Item 7. Financial Statements and Exhibits
	Item 12. Results of Operation and Financial Condition.
SIGNATURE
Exhibit Index
Power Point Presentation
Press Release
Press Release
Press Release

INFORMATION TO BE INCLUDED IN THE REPORT

Item 5. Other Events and Required FD Disclosure

(a) Dobson Communications Corporation (“Dobson”) will hold its 2004 Investors’ Conference at The Waldorf-Astoria in New York City, beginning at 8:30 a.m. ET on Wednesday, February 18, 2004. Investors will also be able to listen by phone or via web-cast on Dobson’s web site at www.dobson.net. The PowerPoint presentation for the Investors Conference is attached hereto as Exhibit 99.1, and is also available on Dobson’s web site.

At the meeting, the Company expects to reduce significantly its EBITDA guidance for 2004, based on updated, reduced estimates of roaming revenue in 2004 and additional data on revenue and expenses. The Company also intends to review fourth quarter 2003 results and to provide a general overview of expectations for 2005 and beyond.

(b) Dobson announced the completion of the exchange of Dobson’s ownership in its Maryland Rural Service Area 2 to Cingular Wireless, a joint venture of SBC Communications (NYSE: SBC) and BellSouth (NYSE: BLS) in exchange for Cingular’s ownership in Michigan RSA 5. As part of the transaction, Cingular paid Dobson $22.0 million and transferred to Dobson its one-percent ownership interests in Texas RSA 2 and Oklahoma RSAs 5 and 7. Dobson is the majority owner of these three markets. Maryland RSA 2 covers a population of approximately 471,700, including the cities of Ocean City, Salisbury, Easton and Cambridge. Michigan RSA 5 property covers a population of 169,400, including the cities of Cadillac, Manistee, and Ludington, and is contiguous to Dobson’s MI RSA 3 property. Dobson has also announced its intention to acquire the assets of NPI-Omnipoint Wireless, LLC (“NPI”), which provides 1900 MHz GSM wireless service to other markets in northern Michigan. As a result of the exchange with Cingular, Dobson will report approximately 19,900 acquired subscribers in the first quarter ending March 31, 2004, representing MI RSA 5’s subscriber base. Dobson has for several years managed the Michigan property for Cingular. The exchange of properties is not expected to have a material impact on Dobson’s capital expenditure expectations for 2004.

(c) Dobson has appointed Mark S. Feighner and Robert A. Schriesheim to serve on Dobson’s board of directors. With their appointments, chairman emeritus and director Russell L. Dobson has retired from the board. Dobson’s board now consists of seven members, five of whom are independent directors.

Mr. Feighner is a well-known veteran of the wireless industry, having capped a 28-year career at GTE by serving as that company’s wireless president prior to its acquisition in 2000 by Bell Atlantic. Since that time, he has served as a venture partner and advisor for Austin Ventures, an early-stage investment and advisory firm to telecommunications companies. He is a past board member of CTIA, the primary trade group for the U.S. telecommunications industry, and a past board member of Z-Tel Communications, for whom he also served as chairman of the Audit Committee. Mr. Feighner earned a B.S. in Business and Marketing from Indiana University.

Mr. Schriesheim has since 2002 served as managing general partner and venture manager for ARCH Development Partners LLC, a technology seed-stage venture fund. His experience includes 17 years as strategist, senior financial officer and a private equity investor in the

communications and information services industries, as well has having served on public communications company boards. Prior to ARCH Development, Mr. Schriesheim was executive vice president, corporate development, and chief financial officer for Global Telesystems, Inc., headquartered in London, England. Global Telesystems was a publicly traded provider of telecommunications, data and related services to businesses throughout Western and Central Europe and Russia, prior to its sale to KPNQwest in 2002. He currently sits on the boards of three ARCH Development portfolio companies and, until its sale in 2003, sat on the board of NCH NuWorld Marketing, a privately held international marketing information services company. Additionally, he previously was on the boards of both Global TeleSystems as well as its public subsidiary, Global Telecom. He earned an A.B. in Chemistry from Princeton University and an M.B.A. in Finance and Business Economics from the Graduate School of Business, University of Chicago.

Item 7. Financial Statements and Exhibits

          (c) Exhibits

The following exhibits are filed as a part of this report.

Exhibit No.	Description
99.1	Power Point presentation for February 18, 2004 investors’ conference.
99.2	Press release dated February 17, 2004, regarding completion of exchange transaction with Cingular Wireless.

Exhibit No.	Description
99.3	Press release dated February 17, 2004, regarding appointment of two new directors and retirement of one director.
99.4	Press release dated February 17, 2004, with results of operations and financial condition as of December 31, 2003.

Item 12. Results of Operation and Financial Condition.

     On February 17, 2004, Dobson reported operating income of $48.6 million for the fourth quarter ended December 31, 2003, an increase of 33 percent over operating income of $36.6 million for the same quarter last year. Dobson reported a net loss of $68.4 million for the period, compared with net income of $8.3 million for the fourth quarter of 2002. Dobson reported a net loss applicable to common shareholders of $70.3 million, or $0.53 per share, for the fourth quarter of 2003. The average of total shares outstanding for the fourth quarter of 2003 was approximately 133.7 million. For the fourth quarter of 2002, Dobson recorded net income applicable to common shareholders of $25.6 million, or $0.28 per share, based on approximately 90.1 million average shares outstanding. In accordance with GAAP, these totals reflect Dobson’s 100 percent ownership in American Cellular from August 19, 2003. Results for prior periods reflect Dobson’s 50 percent ownership of American Cellular, showing the subsidiary’s results as “Loss from investment in joint venture.” Dobson’s 2003 results include the operations of the Anchorage Metropolitan Service Area (MSA) and Alaska Rural Service Area (RSA) 2 from their date of acquisition on June 17, 2003, and not for the fourth quarter of 2002. Dobson acquired them in exchange for its Santa Cruz MSA and California RSA 4 properties. Dobson’s fourth quarter net loss applicable to common shareholders included:

• A $24.2 million loss from the extinguishment of debt, related to the redemption in the fourth quarter of Dobson/Sygnet Communications Corporation notes and the termination of the Dobson/Sygnet credit facility, which was replaced by a new credit facility;

• A $26.8 million loss related to the repurchase of preferred stock in the quarter;

• $12.7 million in cash and non-cash dividends on mandatorily redeemable preferred stock; and

• A $596,100 loss from discontinued operations, net of taxes, and a $12.7 million loss on disposal of discontinued operations, net of taxes, both related to the Company’s pending swap of its Maryland RSA 2 property for the Michigan RSA 5 property owned by Cingular Wireless. Beginning with the fourth quarter of 2003, the results of the Maryland RSA 2 property are listed as discontinued operations for the quarter and prior periods. Results of operations for Michigan RSA 5 will be included in Dobson’s operating results in the quarter when the swap transaction is completed, which the Company expects in the first quarter of 2004. And

• $1.9 million in dividends on preferred stock, related to Dobson’s newly issued Series F convertible preferred stock.

     Discontinued Operations

     Operating results from discontinued operations for the full year 2003 include the results of the two California properties from January 1 until they were disposed June 17, 2003, and results for Maryland RSA 2 for the entire 12 month period. The total of $33.8 million in EBITDA includes approximately $18.0 million in EBITDA from the California properties and approximately $15.8 million from Maryland RSA 2.

     Fourth Quarter 2002 Results

     Dobson reported net income applicable to common shareholders of $25.6 million for the fourth quarter of 2002, which included $4.9 million in other expense, net of taxes, primarily related to the write-off of the remaining costs related to Dobson’s participation in FCC Auction 35; and $5.9 million in income from discontinued operations, relating to the California and Maryland properties mentioned above.

     Also included were $22.8 million in dividends on preferred stock and a $40.1 million gain that represented the excess of liquidation preference amount over the repurchase price of preferred stock in the fourth quarter last year.

     Revenue and EBITDA

     Dobson reported total revenue for the fourth quarter of 2003 of $250.3 million, of which $185.7 million, or 74.2 percent, was service revenue generated by Dobson’s subscribers. Roaming revenue in the fourth quarter was $56.1 million, or 22.4 percent of total revenue. As noted above, Dobson acquired 100 percent ownership in American Cellular in August 2003.

     Dobson reported $94.2 million in EBITDA for the fourth quarter of 2003, compared with $55.7 million for the fourth quarter of 2002.

     EBITDA was lower than expected in the fourth quarter of 2003. The Company attributed this decline to:

• The decline in roaming revenue in Dobson’s total revenue mix, due to slower growth in roaming MOUs overall, particularly with AT&T Wireless (NYSE: AWE), which is Dobson’s largest roaming customer.

• General and administrative expenses in the fourth quarter of 2003 were increased by approximately $4 million, which the Company related to higher bad debt expense, higher billing costs during the transition to a new billing system, the incremental costs of a transition services agreement with AT&T Wireless for Dobson’s new Alaska properties in October and November, and an increased property tax assessment in Kentucky, due to changes in the manner in which valuations are determined.

     Dobson’s two subsidiaries, Dobson Cellular Systems and American Cellular, reported a combined gain of only 3 percent in roaming MOUs for the fourth quarter, to a combined total of approximately 327 million MOUs, compared with a combined total of in the fourth quarter of 2002 of approximately 316 million MOUs.

     The subsidiaries’ combined roaming yield per MOU for the most recent quarter declined 32 percent to approximately $0.17, compared with $0.25 per minute for the same quarter last year.

     Under Dobson’s current roaming agreements with Cingular Wireless and AT&T Wireless, the roaming rates that Dobson receives have been reduced in 2002 and 2003, as have been the off-network roaming rates that Dobson pays to its roaming partners. The reduction in Dobson’s off-network roaming rates has enabled the Company to significantly reduce cash cost per user over the past two years.

     Dobson generated approximately 89,100 gross subscriber additions (postpaid) for the fourth quarter of 2003. Total net subscriber additions for the quarter were 14,400, reflecting postpaid customer churn of 1.9 percent.

     As previously announced, Dobson adjusted its subscriber base by a negative 4,900 subscribers at the end of the quarter, increasing its postpaid subscribers in Alaska by approximately 1,700, and reducing the number of prepaid subscribers by approximately 6,600. Dobson’s year-end 2003 total of 1,552,100 subscribers also reflected the removal of 36,300 subscribers in MD RSA 2 (discontinued) from the Company’s base.

     Results for Fiscal 2003

     For the year ended December 31, 2003, Dobson reported service revenue of $505.9 million, roaming revenue of $201.2 million, and total revenue of $735.8 million. Prior to August 19, 2003, Dobson was a 50-percent owner of American Cellular.

     For the year, the Company reported a net loss of approximately $24.0 million, and net income applicable to common shareholders of $151.0 million, or $1.38 per share on a fully diluted basis. Net income applicable to common shareholders included:

• A $52.3 million loss from extinguishments of debt;

• A $218.3 million gain on the repurchases of preferred stock before July 1, when the Company adopted SFAS 150, and a $26.8 million loss from redemption of preferred stock, related to stock redeemed after July 1;

• $43.3 million in dividends on preferred stock, paid on mandatorily redeemable preferred stock before July 1 and paid on the Series F preferred stock since inception, and $30.6 million in dividends on mandatorily redeemable preferred stock, paid after July 1; and

• $11.9 million in income from discontinued operations and a $14.8 million gain from disposal of discontinued operations, both net of taxes.

     For 2002, Dobson reported a net loss of $166.5 million and a net loss applicable to common shareholders of $190.6 million, or $2.10 per share.

Capital Expenditures and Balance Sheet

     Capital expenditures were approximately $45.4 million in the Dobson Cellular markets and $12.6 million in the American Cellular markets in the fourth quarter, bringing full-year capital expenditures to approximately $199.9 million for the two entities combined. Capital expenditures of $4.7 million in MD RSA 2 in 2003 are not included in these totals.

     As of January 31, 2004, Dobson had overlaid approximately 786 of its 1,727 total cell sites with GSM/GPRS/EDGE hardware, compared with approximately 625 at year-end 2003. Dobson is on schedule and budget to have overlaid all of its cell sites in the Continental United States with the new technology by the end of March 2004; to overlay its Alaska properties in the

second quarter of 2004; and to upgrade its data service capabilities with EDGE software in the second quarter of 2004.

     Dobson ended the year with approximately $208 million in cash and cash equivalents, approximately $2.4 billion in total debt, and approximately $376 million in preferred stock obligations.

SIGNATURE

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

Date: February 17, 2004	Dobson Communications Corporation
	(Registrant)
	By	/s/ RONALD L. RIPLEY
		Ronald L. Ripley, Senior Vice President

Exhibit Index

Exhibit No.	Description
99.1	Power Point presentation for February 18, 2004 investors’ conference.
99.2	Press release dated February 17, 2004, regarding completion of exchange transaction with Cingular Wireless.
99.3	Press release dated February 17, 2004, regarding appointment of two new directors and retirement of one director.
99.4	Press release dated February 17, 2004, with results of operations and financial condition as of December 31, 2003.

EX-99.1

EXHIBIT 99.1

Dobson Communications 2004 Investors' Conference February 18, 2004

Thank you and good morning. Today's Investor Conference and conference call will contain 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 for 2004 and beyond. Such statements are inherently subject to a variety of risks and uncertainties. Actual results are likely to differ materially from those projected. We discuss the risk factors that could impact the company's overall business and performance in more detail in our reports filed with the Securities and Exchange Commission. Given these concerns, investors and analysts should not place undue reliance on forward-looking statements. Once again this quarter our financial presentation is affected by property swaps and acquisitions. As we discuss Dobson's results, please note that GAAP requires us to use discontinued accounting for the California and Maryland 2 properties for the fourth quarter and for historical comparisons; to include the two new Alaska properties only since their acquisition on June 17, 2003; and to include American Cellular only since its acquisition on August 19, 2003. This makes "apples to apples" comparisons difficult. As we discuss the financial and operating results for the fourth quarter of 2003, we will almost exclusively be referring to GAAP numbers, as published in our earnings press release last night. The exception: We will discuss "all-in" Dobson and American Cellular non-financial metrics, such as subscriber additions. However, after the 4Q discussion, to make our business more understandable on a going-forward basis, we will discuss our business with additional data that reflect our current structure and operations as well as our projected operations for the near future. Consequently, where we have reliable data or estimates, we will discuss American Cellular, the new Alaska markets, and planned acquisitions Michigan RSA 5 and NPI on the basis of their full-year results. The California properties and Maryland 2 are consistently discontinued. Thus, and except where expressly noted, the financial and operating data and other metrics that we present following the discussion of the fourth quarter of 2003, beginning with slide number 14, will include our financial position, results of operations and operating metrics as if we had acquired and conducted the operations of American Cellular, the new Alaska markets, Michigan RSA 5 and NPI as of and since Jan. 1, 2002. The financial information and other data included in such presentation and related to American Cellular, the Alaska markets, Michigan RSA 5 and NPI, will not have been prepared in accordance with GAAP, and will have been compiled by us using estimates and other data obtained from sources that we consider reliable. We can provide no assurance that such estimates and other data are accurate or complete, although we have no reason to believe that such estimates and other data are not reasonable, accurate and complete. Safe Harbor

Safe Harbor 2 In addition we cannot assure that our future results of operations will be the same as, or substantially similar to, our projected results of operations. Our future operations will be subject to a number of variables, including: General economic conditions; Economic conditions affecting the telecommunications industry generally, and the wireless communications industry, in particular; Competitive conditions in the wireless communications industry generally, and in our markets, in particular; The minutes of use (MOUs) by our customers and by customers of our roaming partners in our market areas; Our average revenue per unit (ARPU) and average cost per MOU; Acceptance by our customers of our new marketing plans; Our churn rate; Technological advances; Our access to capital markets and our cost of capital, and Other variables over which we have little, if any, control. We will also make industry comparisons based on published industry research. To supplement these discussions, we have included an appendix at the end of this presentation that portrays individual assumptions for each of these properties, except American Cellular, which has already been reported standalone in our earnings press releases. Our goal is greater transparency and, in response to numerous shareholder requests, to provide data that will better facilitate investors' understanding of our business today. We do not intend in the future to update all of the information in this presentation in the same level of detail, but will do so to the extent that we believe is necessary for investors to understand the key variables in our business. We do not plan for this Investors Conference, on this scale, to be an annual event. Finally, our agenda for today: Everett Dobson and Bruce Knooihuizen will present a brief overview of the Company's 4Q 2003 results. Afterward, Everett will present an overview of Dobson's business today and key trends impacting it, especially roaming and the impact of possible consolidation. After a short break, at approximately 10:30 a.m., CTO Tim Duffy will discuss our GSM/GPRS/EDGE overlay, followed by COO Doug Stephens discussing our local service strategy and retail push in 2004. At approximately 11:30, CFO Bruce Knooihuizen will conclude with an overview of capital needs and a review of our guidance for 2004 and beyond. Then, from noon to 1 p.m., we plan to have Q&A. With that, I will turn the conference over to Everett Dobson, President, CEO and Chairman of Dobson Communications.

Fourth Quarter 2003 Results

Dobson Communications GAAP, with American Cellular included only as of August 19, 2003 acquisition Beginning with 4Q 2003, MD 2 is treated as discontinued operation for 2002 and 2003 ($Millions) Local revenue Roaming revenue Equip. revenue Total revenue EBITDA Margin 4Q'03 $185.7 56.1 8.5 250.3 94.2 37.6% FY 2003 $505.9 201.2 28.7 735.8 320.1 43.5%

4Q Subscriber statistics MD 2 discontinued, 36,300 subs not included as of Dec. 31, 2003 Gross sub. additions (postpaid) Net sub. additions (total) Churn (postpaid) Adjustment (Alaska) Postpaid subscribers Prepaid subscribers Ending subscribers 4Q03 89,100 14,400 1.9% 1,700 (6,600) 1,522,100

4Q events Converted billing systems for Anchorage MSA and AK 2 Gross adds Postpaid 89,100 Reseller 15,400 Prepaid 12,600 Approximately 500 GSM gross adds in 4Q At Dec. 31, 2003 65% of subscribers under contract Average length: 12.3 months 14,400 net adds in the 4th Quarter

4Q net profit per subscriber Total ARPU CCPU Net profit per subscriber 4Q 02 $39.50 22.50 $17.00 4Q 03 $40.00 22.50 $17.50 Note: Combined Dobson Communications and American Cellular

4Q events -- LNP Local number portability - November 24, 2003 Affected markets that include approximately 14% of Dobson subscribers Early round markets are relatively high penetration, high market share Youngstown, MD 3 and PA 6 principal markets In the 4th quarter Dobson experienced net negative 765 subscriber port ins to port outs Port ins represented approximately 5% of all post paid gross adds in applicable markets Port outs represented approximately 15% of all disconnects in applicable markets

Q4 2003 results - balance sheet Through the American Cellular restructuring and Dobson Communications Corporation activities, reduced combined debt and preferred stock by $845M to $2,797M at 12/31/03. 4th quarter activity included: Refinancing $183M Dobson/Sygnet 12 1/4% Notes and $247M 12 1/4% Preferred Stock with new credit facility at approximately 4.5% interest Purchased for cash in open market transaction an additional $46M 12 1/4% Preferred Stock $205M full year CapEx versus guidance of $225M-$235M $127M Dobson Cellular (including $4.5M Maryland 2) $77M American Cellular

Q4 2003 results - EBITDA October 8, 2003 EBITDA Guidance for 2H 03 $237 - $253 Less Q3 actual results 131 - 131 4Q Expectation $106 - $122 Less: MD 4Q forecast 2.3 4Q expectation without discont. operations $103.7 4Q actual results 94.2 Shortfall from low end $ 9.5 Roaming revenue declines $ 6.8 Kentucky tax assessment $ 1.4 Increase in uncollectible revenue $ 1.1

Q4 2003 results -- roaming Yield in line with expectations MOU significantly lower than expected Verizon & AT&T Wireless MOUs in millions Q3 Q4 %Change 2002 368 316 -14% 2003 417 327 -22%

Q4 2003 results - roaming percentage change from prior year month (MOUs % change) Apr May Jun Jul Aug Sept Oct Nov Dec AWE YOY 24% 16% 11% 14% 9% 11% -7% 1% 2% Other YOY 61% 44% 31% 34% 30% 32% 7% 16% 13% Total YOY 36% 26% 18% 22% 17% 19% -2% 6% 7% *MOU on clearinghouse basis, 15th of the month to 15th of the following month

Dobson Communications 2004 : Positioned for Long-Term Growth

Basis of today's presentation Same Store - not GAAP Adjustments aggregate the following as if Dobson had owned them from January 1, 2002 American Cellular Anchorage MSA and AK 2 MI 5 NPI Discontinued operations deleted from 2002 and 2003 Based on third-party data and Dobson estimates (see Appendix) ($Millions) Local revenue Roaming revenue EBITDA Depreciation and amortization Operating income FY 2002 GAAP $323 176 210 75 $135 FY 2003 GAAP $506 201 320 119 $201 Adjust- ments $398 149 217 79 $138 2002 Pro forma $721 325 427 154 $273 Adjust- ments $262 96 158 53 $105 2003 Pro forma $768 297 478 172 $306

Dobson Communications Everett R. Dobson Chairman, CEO and President

Overview -- Dobson today 1,608,000 subscribers 11,440,900 POPs North (MI, NY, OH, PA) 3.8M Central (KS, MO, OK, TX) 2.0M Northwest (AK, AZ, IL, MI, MN, WI) 2.6M East (KY, MD, NY, PA, WV) 3.0M

Dobson's markets 18 Duluth New York Washington Baltimore/ Fairbanks Wausau Las Vegas Phoenix Dallas/ Ft. Worth Oklahoma City Tulsa Kansas City Lexington Columbus Cleveland Austin Houston Pittsburgh Anchorage Louisville Poughkeepsie Amarillo Buffalo Detroit Information includes forward-looking statements. Please see the Safe Harbor section for a discussion of forward-looking information.

Overview - Dobson penetration MSA POPs RSA POPs Total POPs Penetration at Dec. 31, 2003 18.6% 12.6% 14.1% 2.8M 8.6M 11.4M Subscribers at December 31, 2003 Postpaid Reseller Prepaid Total subscribers 1,497,000 72,000 39,000 1,608,000 93.1% 4.5% 2.4%

Overview -- usage characteristics Total ARPU Real ARPU (less incollect cost) CCPU Net profit per subscriber Churn (postpaid) Subscribers under contract Avg. months of contract life (at 12/03) 2003 $40.50 34.50 22.00 $18.50 1.7% 65% 12.3 2002 $41.00 33.50 24.00 $17.00 1.9% 65% 10.1

Overview - revenue and network MOUs Roaming revenue Outcollect MOUs Yield Local revenue Customer MOUs Local revenue/MOU MOUs per subscriber Home Incollect Customer avg. per month 2003 $297M 1,478M $0.20 $768 8,229M $0.09 398 35 433 2002 $325M 1,213M $0.27 $721 6,839M $0.11 352 38 390

Rankings: 2003 Revenue and subscribers (Millions) Verizon AT&T Wireless Cingular Sprint Nextel T-Mobile ALLTEL US Cellular Dobson Nextel Partners Western Wireless Triton PCS Alamosa Rural Cellular Centennial AirGate Ubiquitel Total revenue $22,489 16,695 15,500 12,505 10,694 8,370 4,728 2,555 1,112 1,010 970 812 628 499 353 328 272 Subscribers 37.5 21.9 24.0 15.5 12.3 11.0 8.0 4.4 1.6 1.2 1.3 0.9 0.7 0.7 0.5 0.4 0.3 Based on reported results, industry analyst projections and company estimates Domestic operations only

Rankings: Local ARPU (Millions) Nextel Nextel Partners AirGate AT&T Wireless Ubiquitel Alamosa Sprint Triton PCS T-Mobile ALLTEL Western Wireless Cingular Verizon Centennial Dobson Rural Cellular US Cellular 2003 $69 67 59 57 57 56 56 56 53 48 48 46 44 43 40 40 40 2002 $70 70 66 57 58 58 54 56 50 47 43 48 44 42 41 38 39 2001 $71 71 60 60 60 54 59 49 47 46 48 44 45 41 42 40 Based on reported results, industry analyst projections and company estimates Domestic operations only

Rankings: Churn (Millions) Nextel Nextel Partners US Cellular Dobson Verizon Rural Cellular ALLTEL Western Wireless Centennial Triton PCS AT&T Wireless Cingular Alamosa Sprint T-Mobile Ubiquitel AirGate 2003 1.6% 1.6% 1.6% 1.7% 1.8% 1.9% 2.1% 2.1% 2.2% 2.3% 2.6% 2.7% 2.8% 2.8% 2.9% 3.2% 3.7% 2002 2.1% 1.6% 1.8% 1.9% 2.3% 1.8% 2.2% 2.4% 2.2% 2.1% 2.6% 2.8% 3.4% 3.3% 3.8% 4.2% 4.2% 2001 2.3% 1.6% 1.7% 1.8% 2.5% 2.5% 2.3% 2.5% 2.5% 2.0% 2.9% 2.9% 2.8% 2.6% 3.4% Based on reported results, industry analyst projections and company estimates Domestic operations only

Rankings: Incremental penetration (Millions) Verizon T-Mobile Nextel Nextel Partners Cingular Ubiquitel US Cellular Alamosa Dobson Sprint Triton PCS AirGate ALLTEL AT&T Wireless Western Wireless Rural Cellular Centennial 2003 1.7% 1.3% 1.1% 1.0% 0.9% 0.9% 0.9% 0.8% 0.6% 0.6% 0.6% 0.5% 0.5% 0.4% 0.3% 0.2% 0.0% 2002 1.2% 1.4% 1.0% 1.0% 0.2% 1.0% 0.8% 1.0% 1.3% 0.6% 1.6% 3.0% 0.5% 0.8% 0.1% 1.0% 0.7% 2001 1.3% 1.3% 1.1% 1.7% 0.7% 2.3% 1.2% 2.9% 2.0% 2.1% 3.5% - - 0.9% 1.6% 1.0% 1.6% 1.1% Based on reported results, industry analyst projections and company estimates Domestic operations only

Overview -- staffing 2,492 employees* Sales and marketing 916 Call center operations 1,040 Network operations 239 Administrative 297 Call centers Duluth, MN Youngstown, OH Oklahoma City, OK Frederick, MD Poughkeepsie, NY Fairbanks, AK Employees 279 263 182 195 103 18 Subs. served 489K 467K 231K 227K 146K 48K *Does not include employees related to operations of NPI Sub/Employee 1,752 1,776 1,269 1,164 1,417 2,667

Overview - cell sites TDMA cell sites* GSM overlaid sites -- 786 NPI GSM sites (pending acq.) Total sites Towers owned* Third-party co-location agreements 2003 Lease revenue * Does not include 102 NPI-owned towers. Jan. 31, 2004 1,727 378 2,105 451 239 $1.6M

GSM retail launch schedule 2003 4Q Poughkeepsie, Youngstown, Erie MSAs (soft launch 4Q03, full launch March 1, 2004) 2004 March 1 Minnesota, Wisconsin, Maryland April 15 Remaining markets in New York, Ohio, Pennsylvania; and Arizona, Illinois, Kansas, Kentucky, Michigan, Missouri, Oklahoma, Texas, and West Virginia July 1 Alaska

Overview - significant vendors Network equipment Handsets and accessories Towers Advertising Services

Overview - distribution channels Company-owned retail Agent/dealer Direct sales Total Dobson 228 599 108 935 Combined Competitors 258 1,411 213 1,932 Company-owned retail includes stores and kiosks

Overview - competitive overlap DCEL POPs 5.5M 5.2M 4.4M 3.7M 2.9M 2.2M 2.1M 0.9M 0.8M 0.6M 48% 45% 39% 33% 25% 20% 18% 8% 7% 5% Sprint Nextel T-Mobile Verizon Alltel Cingular AT&T Wireless US Cellular Rural Cellular ACS (Alaska) includes affiliates

Overview - competitive environment 2 3 4 5 6 0.7 3.1 3.9 2.9 0.8 Total providers (millions) 4 weighted average providers per market 89% footprint with CDMA competition on a local basis 54% footprint with GSM competition on a local basis

Roaming strategy Long-term contracts Exclusivity and preference where possible Lower off-network (incollect) cost for Dobson's subscribers

Roaming contracts AT&T Wireless Dobson Cellular Systems GSM/TDMA to June 30, 2008 AWE GSM competitive overlap in 2.0M DCS POPs Prohibits additional GSM build-out by AWE Exclusivity and limited merger protection TDMA preference in markets covering 93% of DCS POPs GSM preference behind Cingular Non-reciprocal rates for GSM and TDMA (outcollect rate higher than incollect rate)

Roaming contracts AT&T Wireless American Cellular TDMA agreement to June 30, 2007; non-reciprocal rates GSM agreement to June 30, 2008; reciprocal rates Minimal GSM overlap with no impact on roaming MOUs Exclusivity with full merger protection GSM and TDMA preference ahead of all carriers

Roaming contracts Cingular Same terms for DCS and ACC Contract runs through 2011 Current GSM and TDMA rates unchanged through 2008 No exclusivity TDMA preference ahead of all carriers GSM preference behind AT&T Wireless

Roaming forecast considerations Carrier by carrier usage trends Cell site by cell site traffic volumes Pace of AWE/Cingular transition from TDMA to GSM New T-Mobile agreement for Alaska and N. Michigan New AWE roaming contract eliminates future overbuilds Cingular likely to maintain current market share AWE market share declining

Roaming forecast considerations Sharp decline in analog MOUs Considered consequences of Cingular/AWE merger Significant portion of DCC GSM footprint recently included in AWE's rate plans Dobson footprint recently included in Cingular GSM national plan Data equals less than 1% of roaming revenue in 2004, growing to 6% in 2007 AWE and Cingular total MOUs per customer will increase 7-10% in 2004

Roaming outlook for yield 2003 2004 2005 2006 2007 GSM 0.03 0.16 0.33 0.51 0.71 TDMA 0.97 0.84 0.67 0.49 0.29 This chart represents a "reasonable assumption" based on GSM outcollect MOUs trending from 16% in 2004 to 83% in 2007. 2003 2004 2005 2006 2007 Yield 0.2 0.14 0.13 0.12 0.11

Roaming revenue outlook * Based on mid-point of the 2004 range 2003 2004 2005 Yield $0.20 $0.139 $0.13 MOUs/growth 1.48B (2%)-10% 8%-12% Revenue $297M $202-$226M $216-$224M*

Incollect usage per subscriber 2003 2004 2005 Incollect yield $0.16 $0.11 $0.10 Incollect exp/sub $6.00 $4.16 $4.64

Consolidation - AWE/Cingular Assumption: June 2005 close AWE TDMA roaming loss in markets where Cingular provides TDMA service Merger or not, Cingular and AWE prefer each other's GSM network Estimated TDMA roaming revenue loss 2H2005 $7M 2006 $10M 2007 $6M Roaming revenue implications

Intentionally Left Blank

New additions to the Board of Directors Mark S. Feighner 28 year career at GTE where he served as Wireless president prior to sale of GTE to Bell South Past CTIA Board member Venture Partner and advisor for Austin Ventures B.S. in Business and Marketing from Indiana University Robert A. Schriesheim 17 years as a strategist, senior financial officer, private equity investor in communications/information services with prior public company board experience Managing General Partner for Arch Development Partners LLC, a technology seed stage venture fund Former EVP, Corporate Development & CFO of London-based Global Telesystems A.B. in Chemistry from Princeton University and M.B.A. in Finance and Business Economics from University of Chicago

Corporate governance New board of directors has 7 members 2 Dobson family members 3 Independent directors elected by all classes of owners 2 New independent directors elected by Class A owners only Audit Committee and Compensation Committee composed of independent directors In compliance with all Sarbanes-Oxley requirements

Consolidation - AWE/Cingular PROS DCEL and Cingular have a strong relationship 1 less competitor in 1.6M DCEL POPs Industry consolidation benefits remaining carriers AWE/Cingular combination with 45M subscribers creates nation's #1 carrier CONS Small reduction in TDMA roaming revenue 90% of DCEL roaming MOUs concentrated with one carrier

Consolidation - AWE/Vodafone PROS No economic impact Largest GSM provider in the world with new US presence Dobson footprint remains strategically significant to 3 GSM providers in US Maintains roaming revenue diversification Likely to accelerate deployment of quad-band GSM phones CONS No immediate consolidation in US wireless industry

PROS No discernable economic impact Industry consolidation One less competitor over 2.0M POPs CONS Clouds the technology evolution path for AWE for merged company Intentionally Left Blank

Mergers and acquisitions Profile of growth opportunities Clustered markets Strategically important Lower level of competition compared to US average Preference for GSM roaming revenue markets

Dobson Communications: 2004 to 2008 Grow subscribers within top 1/3 of industry average Grow ARPU towards midpoint of industry average Continue to improve customer profitability Continue to improve roaming revenue risk profile Continue to improve balance sheet Grow free cash flow

Timothy J. Duffy Chief Technical Officer Senior Vice President Dobson Communications

2003 Site growth 63 TDMA cell sites built in 2003 Total TDMA network = 1,727 cell sites 625 cell sites, or 36% of the TDMA network, overlaid with GSM as of December 31, 2003 Traffic analysis for January 2004 TDMA & analog traffic = 96.9% GSM traffic = 3.1% Average # of TDMA sectors that block more than 1.5% = 33 Voice paths Analog & TDMA = 74,328 GSM = 28,105 38% Increase (102,433) planned for 2004 (2003 = 74,328) Dobson national network scoreboard

What is coverage? - -80dBm Excellent voice coverage; Top data speeds (36kB GPRS/120kB EDGE) - -95dBm Acceptable voice coverage; Good data speeds (32kB GPRS/ 100kB EDGE) - -110dBm Poor voice coverage; Slower data speeds (18kB GPRS/ 80kB EDGE) Kentucky RSA 8

Competitive network - superior quality Maintain solid TDMA/analog network performance Overlay GSM in every cell site by March 31, 2004 (except Alaska) Real-world confirmation (drive testing) to guarantee GSM coverage that equals or exceeds TDMA GPRS operational in every cell site Build 200-250 new GSM-only cell sites during 2004 Complete Alaska GSM overlay by June 30, 2004 100% EDGE-capable network by June 30, 2004 (MN, WI, MI 1 available May 1)

GSM vs. TDMA Capital expense per GSM site is 66% less than that for TDMA, on average. 21% 58% 21% TDMA 44% 26% 30% GSM 66% Average CAPEX per site Civi l Cell Site Switc h

GSM vs. TDMA 46% 17% 37% TDMA 21% 27% 52% GSM 15% Average OPEX per site Site Lease Manpower Leased lines, utilities, maintenance Operating expense per GSM site is 15% less than that for TDMA, on average.

200-250 new GSM-only sites 60% Coverage sites will improve -95dBm real-world coverage footprint in targeted areas to support ROI model 27% Quality sites will improve subscriber call quality experience by eliminating dropped calls and solving interference limits 13% Capacity sites to supplement initial overlay capacity 850 MHz has proven to be the least-cost, highest- performance spectrum for rural wireless networks.

Overview - Our product is the network Year-End 2004 Snap Shot TDMA cell sites 1,727 GSM overlay sites 1,727 New GSM sites, 2004 build 200-250 NPI GSM sites (pending acq.) 378 Total TDMA sites 1,727 Total GSM sites 2,305-2,355 Towers owned (including pending NPI) 553

2004 Capital expenditure budget New GSM cell sites Finish GSM overlay Network capacity Switching EDGE E911 Installation Total NPI Non-engineering Total $83M 12M 15M $110M $108M 12M 20M $140M

2.5G Data network GPRS already providing 32kB average speeds for subscribers Multi-media service Short message service Games Push-To-Talk Blackberry or similar product EDGE average user speed = 100kB Wireless internet - PC card Video clip downloads Fixed broadband Music downloads

GSM/GPRS/EDGE roaming & interoperability GSM voice roaming AWE, Cingular, Cincinnati Bell Wireless, Edge Wireless GPRS roaming AWE, with other carriers soon to follow Full feature operability with key partners Text messages Message waiting indicators Data services Intersystem handoffs with bordering networks to improve the customer experience

Key Initiatives - Alaska 145 sites in Anchorage, AK1, AK2, and AK3 Wireless footprint covers 91% of population GSM overlay to be completed in 2Q 2004 62

Will upgrade 378 cell sites to current Nortel GSM/GPRS/EDGE technology New Mobile Switching Center (MSC) to be constructed in Traverse City for - NPI, MI3, MI5 & MI10 Key Initiatives - NPI

Trial: 2Q 2004 Set-up time: 3-4 seconds Session running delay - 1 second Unlimited # of Dobson PTT subscribers will be able to talk at the same time Intercarrier PTT set for 4Q 2004 Push-To-Talk

What About 3G? Monitoring carriers and partners May participate in future trials to stay current with technology and equipment Plan to deploy 3G only in response to market demand 3G upgrade would re-use portions of current GSM switching platforms

Dobson Communications Doug Stephens Chief Operating Officer

Wireless growth Expected 2004 growth of 15M subscribers in the U.S. Approx. 5.1% penetration increase Dobson markets are less penetrated than industry average (35%-40% vs. 55%) We have less competition (4.0 service providers vs. 6.5 industrywide) Dobson positioned to get our fair share

2004 key objectives Launch GSM/GPRS/EDGE Maintain low churn - under 2% postpaid Increase postpaid/prepaid gross adds 12%- 15% over 398K 2003 gross adds Increase ARPU $1.25 - $1.75

GSM launch - Critical achievements to date Network build-out Primarily 850 MHz -- better coverage, fewer towers Network validated and optimized prior to launch Footprint Roaming partners: AWE, Cingular, T-Mobile USA, Cincinnati Bell, Centennial, Highland Cellular & Corr Wireless Comm. Billing and point-of-sale platforms tested, proven Soft launch - late 2003 Superior performance and selection of 850 MHz handsets

National GSM coverage Estimated coverage as of June 2004 Current GSM coverage Coverage obtained from Cingular website

Maintain low churn Superior customer service Superior network Competitive products GSM Handsets Data Competitive rate plans Subs under contract 2004 65% of our customers are currently under contract with an average of 12.3 months remaining Aggressive "save" campaigns

Market research Profiling using a nationally compiled database Counts based on targetable households from a 180M-household database Markets based on Dobson customer zip codes

Our customers Middle age, middle class families Customers Age

Opportunity customer segments "Maintain" Segments Middle age, no kids Age 35-54; $25k-$60k 9.7% Moderate majority Age 35-54; $25k-$44k 7.2% Mature moderates Age 55+; $35k-$60k 12.6% Family focused Age 35-54; $45k-$74k 8.6% * Total available market

Opportunity customer segments "Growth" Segments Successful movers 10.6% Peak earning years 22.8% Mature achievers 11.8% Young starters 5.7% Young achievers 11.0% * Total available market

Young customers - under 35 Segments Young achievers Age 18-34; $45k+ Products GSM handsets Camera phones Merge product Ztango ringtones Higher minute plans Young starters Age 18-34; $25-$44k EVO phone Wildseed Identity phone Ztango ringtones Prepaid What do they want? Interested in new technology and lead in adoption of data services Willing to pay more for new handsets Leaders in wireline displacement Big bucket of minutes Strong interest in prepaid

Target: Youth New handset by Curitel with SmartSkin intelligent applications that provide an easy way to discover, access, download and share thematic, relevant content Launch carrier-exclusive to Dobson for a limited time SmartSkintm Faceplates with embedded memory providing themes to the handset Launch: 2Q 2004 Wildseed Identitytm 153 Information includes forward-looking statements. Please see the Safe Harbor section for a discussion of forward-looking information.

Target: Youth "Phone in a box" offering advance pay solutions through recurring credit or debit card payments No contract or credit check Distribution through Dobson retail, indirect and national channels Launch: 2Q 2004 EVOtm Phone

Prepaid -- Simply Speaking Current TDMA offer Cost: $99 Includes handset and $30 airtime credit 8% of 2003 gross adds $25 ARPU GSM/GPRS offer Scheduled launch June 1, 2004 Cost: $89 (est.) Includes handset and $10 airtime credit Projected to be 10% of 2004 gross adds $29 ARPU (est.)

Target: Youth Downloadable ringtones, images and greeting cards via the Internet to GSM and TDMA handsets Launch GSM - February 2004 TDMA - April 2004 Ztango 159

Target: Landline replacement Plugged into home phone jack, Merge enables subscriber to use wireless minutes on his home phone network Unlimited local plans and WLNP provides an opportunity to use wireless phones for landline replacement for as low as $45 per month Launch: 2Q 2004 Merge 161

Higher income customers Segments Successful movers Age 35-54; $85k+ Products GSM handsets data services EDGE PC card Push-to-Talk Expanded network coverage Nationwide plans Peak earnings years Age 45-64; $60k-$85k What do they want? Career driven, and use phone for business and personal Frequent travelers Large coverage area Heavy users of high-technology products Interested in new features, especially productivity-related Mature achievers Age 55+; $60k+

Intentionally Left Blank

Wireless Internet - current GPRS offering News ABC News CNET News Wall Street Journal Business & Finance Ameritrade CBS MarketWatch Sports ESPN CBS Sportsline Yahoo Sports Sportsfeed.com Weather Yahoo Weather Travel 10Best Travelocity Sabre Cheaptickets.com Shopping eBay.com Amazon.com PriceGrabber Entertainment Hollywood.com Jamdat Upoc Portals Google.com Yahoo.com MSN.com Lycos.com 167

EDGE PC cards Target: Business users Wireless internet/e-mail access for computer Speed: 100kB to 120kB Dual band GSM 850/1900 MHz EDGE/GPRS Landline replacement for customers who want local wireless service with high-speed internet access Launch: 3Q 2004 Sony Ericsson GC82 PC card 169 Information includes forward-looking statements. Please see the Safe Harbor section for a discussion of forward-looking information.

Push-to-Talk Target: Business users Network-based two-way radio application allowing users to talk wireless-to-wireless phone without using minutes Trial: 2Q 2004 171 Information includes forward-looking statements. Please see the Safe Harbor section for a discussion of forward-looking information.

Increase gross adds 12% - 15% over 2003 New & exciting products More competitive offerings Expanded distribution Focused advertising & marketing campaigns WLNP

Pricing strategy Avg. Price* Contract Churn (Handset subsidized) $0.08 - $0.10/MOU $0.12 - $0.14/MOU $0.20 - $0.22/MOU Postpaid EVO phone Prepaid Yes No No Low Medium Higher Yes No No * Estimated

Competitive rate plans: representative sample TDMA Local $29.99 - 500 minutes $39.99 - Unlimited National preferred network $34.99 - 360 minutes $44.99 - 460 minutes Unlimited nights and weekends-home only TDMA National TalkUSA - No roam/no toll $29.99 - 100 minutes $39.99 - 200 minutes Partner Pricing $14.99 - $17.99 GSM Local $35.00 - 600 minutes $45.00 - Unlimited local + 100 off-net GSM National $40.00 - 450 minutes $50.00 - 600 minutes Unlimited nights and weekends - anywhere TDMA National TalkUSA-No roam/no toll $40.00 - 250 minutes $50.00 - 400 minutes $70.00 - 600 minutes Partner Pricing $20.00 $35.00 - Local Unlimited Plan 2004 2003

2004 gross adds, technology mix Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec GSM 0.01 0.02 0.05 0.21 0.34 0.4 0.57 0.59 0.59 0.77 0.79 0.8 West 0.99 0.98 0.95 0.79 0.66 0.6 0.43 0.41 0.41 0.23 0.21 0.2 TDMA GSM

Distribution channels Retail Direct Agent 2003 228 108 599 Added 2004 27 20 40* EVO Phone x x Prepaid x x mMode x x x EDGE PC card x x x Push to Talk x x x Merge x x Expanded Distribution Natl. retail EVO phone Total dist. 74 50* 211 x x x x x x 935 * Estimated

AT&T national account program December 2003 launch Dobson and AT&T Wireless are leveraging their networks to benefit corporate customers Typically higher-ARPU, lower-churn customers Consolidated billing is handled by AT&T Wireless

Acquisition cost 2004 CPGA in line with 2003 (approx. $328 per add) Increased equipment subsidy and advertising... Off-set by increased gross adds, which should reduce fixed cost per add

WLNP Limited gross add and churn impact so far Preparing for May 2004 deadline New technology New products New rates Increased distribution Incremental advertising Targeted advertising behind WLNP Opportunity to increase gross adds with wireless and wireline port-ins

Advertising and marketing strategies 21% increase in media spend Higher concentration on television More cable More primetime Increased weekly frequency in radio and television Print: Enhanced ad sizes and more color

Key customer needs Simple Innovative Easy to understand Treat me with respect Honest, accurate bills Resolve issues quickly The best network in my area Innovative handsets Advanced data services My phone works when I need it

Key marketing initiatives Key marketing initiatives GSM New Handsets Network Talk USA GSM Pre-paid/EVO Seasonal Opportunities Product Stories Rate Plans Product Messages Bi-Quarterly Promo Events Simply Innovative

Joe Nemecheck 5th year of Busch NASCAR Series sponsorship 14 races per year Three wins + 2 top- five finishes in 2003 CellularOne 2003 national media exposure valued at $4.5 million* NASCAR *Joyce Julius Assoc. 195

Objective: Increase ARPU by $1.25 - $1.75 GSM targeted for 80% of gross adds by December 2004 Data sales Ringtones Roadside assistance & handset insurance

ARPU comparison TDMA GSM MRC 39.9 44.54 Features 3.48 2.71 Data 0 1.98 0 0 ARPU $43.38 $49.23 $1.98 Data $2.71 Features, other $44.54 Monthly charge and usage $3.48 Features, other $39.90 Monthly charge and usage TDMA = 4Q 2003 average for TDMA postpaid subscribers GSM = estimated 2004 ARPU for GSM subscribers

Dobson Communications Bruce R. Knooihuizen Chief Financial Officer

Focused on creating: Create an environment for sustainable growth at reasonable growth rates Shareholder Value

Goals of creating value Manage exposure to market risk Accelerate growth in business Continue to control costs and invest in margin enhancing technologies

Free cash flow as a measure of value Operating Income Less: Depr/Amort. CapEx Int./Div. Taxes/Other Acquisition & Strategic Investments Reinvest in Business Reduce Debt & Preferred Stock Levels = Free Cash Flow

Local profits replace roaming profits 2000 2001 2002 2003 EBITDA Margin 0.41 0.37 0.39 0.43 Roaming Revenue % of Total 0.38 0.36 0.3 0.27

Expense components COS Incollect Expense Tower Costs G & A Circuits Customer Service Marketing and Selling Interconnect Billing Costs Cost of Equipment Long Distance Corporate Costs Advertising & Promotions Maintenance Overheads Salaries and Commissions

COS Factors impacting 2004 200-250 new cell sites in 2004 Increased MOUs on network EDGE and GSM/GPRS incremental costs Mix of price plans with off network minutes and offsetting reduction in expense per MOU 2003 cost per subscriber of $13.90/month. Expecting low single-digit percent decline in 2004

CPGA Expected 2004 cost/gross add* $328 Additional retention costs 75 Total net sales and marketing cost/gross add** $403 * Postpaid plus prepaid gross adds ** Net sales and marketing costs include selling costs plus equipment costs less equipment sales.

General and Administrative 2003 $8.60/per subscriber for G&A expenses G&A per subscriber trended up in 2nd Half of 2003 to $9.50 in Q403 2004 Impacts WLNP Bad debt to be higher in '04 Increase in costs related to product development and launch Cost per subscriber expected to increase 5-10% in 2004 from 2003 year-to- date total, but will decline from Q403

Good progress in balance sheet in 2003 $850M reduction in American /Dobson debt and preferred stock $33M decline in interest and dividends $86M scheduled principle payments over next 5 years, down from $2.3B 7.7 years average life of loans, up from 5.1 years

Expect to continue improvements in 2004 and beyond $61M 12 1/4 % preferred stock currently callable $196M 13% preferred stock callable in May of this year $300M 10 7/8% Senior Notes callable June 2005 Repricing opportunities

Cash Taxes Taxes: 12/31/03 DCC NOL was approximately $770M Includes $180M preserved in ACC restructuring 382 limits approximately $200M/year

2004 Guidance October 8, 2003 guidance ($millions) EBITDA $480-515 Significant changes since guidance: Michigan for Maryland swap (10) Roaming with current MOU experience (50)-(60) Q4 subscriber shortfall (9) General operating costs (11) Bad debt, Kentucky tax assessment, product development NPI acquisition 4

Free Cash Flow Expectations EBITDA $390 - $425 Less: CapEx ($110-$140) 125* 125* Interest and Dividends($220-245) 233* 233* Cash taxes and other ---- --- Free cash flow range $ 32 - $67 ($millions) *Midpoint of range

Q & A

Appendix

2002 pro forma adjustments AK Total ACC Markets MI5 NPI Adjustments Local revenue $302 $ 69 $ 10 $ 17 $398 Roaming revenue 135 8 4 2 149 EBITDA 180 32 4 1 217 Depreciation and amortization 66 8 2 3 79 Operating income $114 $24 $2 $(2) $138

2003 pro forma adjustments AK Total ACC Markets MI5 NPI Adjustments Local revenue $196 $ 41 $ 10 $ 15 $262 Roaming revenue 83 83 3 7 96 EBITDA 128 23 3 4 158 Depreciation and amortization 44 4 2 3 53 Operating income $84 $19 $1 $1 $105

Pro forma adjustments - ACC Acquisition date: August 19, 2003 Source of data: ACC historical financial statements as presented in SEC filings. Comments: ACC was managed by DCC during 2002 and 2003. Adjustments have been made to eliminate any activity that would have been considered to be inter-company had DCC owned 100% of ACC for all of 2002 and 2003. No other adjustments to the historical results have been made. 2002 represents the full year results for ACC. 2003 represents the results for the period from January 1, 2003 to August 19, 2003. Results after August 19, 2003 are included in DCC's consolidated results.

Pro forma adjustments - Anchorage MSA and AK 2 Acquisition date: June 17, 2003 Source of data: Historical results of operations data for these two markets was provided by seller. Comments: Adjustments have been made to the historical results to eliminate the impact of activity between these markets and DCC's existing AK markets that would have been considered inter-company had the new markets been owned by DCC for all of 2002 and 2003. Depreciation and amortization are estimated based on the post-acquisition balance sheets of the new AK markets. 2002 represents the estimate of full year results. 2003 represents the estimate of results from January 1, 2003 to June 17, 2003. Results after June 17, 2003 are included in DCC's consolidated results.

Pro forma adjustments - Michigan 5 Acquisition date: 1Q 2004 Source of data: MI5's historical results of operations for 2002 and 2003 were prepared by DCC in its role as manager of MI5. Comments: Adjustments have been made to the historical results to eliminate the impact of activity between MI5 and DCC's existing MI markets that would have been considered inter-company had MI5 been owned by DCC for all of 2002 and 2003. Depreciation and amortization are estimated based on MI5's expected post-acquisition balance sheet.

Pro forma adjustments - NPI Acquisition date: Expected to close in 2Q 2004 Source: NPI's historical results of operations for 2002 and 2003 were obtained from the seller. Comments: Adjustments have been made to the historical results to eliminate the impact of activity between NPI and DCC's existing MI markets that would have been inter-company had NPI been owned by DCC for all of 2002 and 2003. Depreciation and amortization are estimated based on NPI's expected post-acquisition balance sheet.

CA markets: Discontinued operations 2003 (Millions) Local revenue Roaming revenue Equip. revenue Total revenue EBITDA $13.9 17.3 0.8 32.0 $18.1 CA markets Jan. 1 to June 16, 2003

MD 2: Discontinued operations 2003 (Millions) Local revenue Roaming revenue Equip. revenue Total revenue EBITDA $17.7 19.3 0.7 37.7 $15.8 2003 MD 2

EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE

Dobson Communications and Cingular Wireless Complete Exchange of Markets

     OKLAHOMA CITY, February 17, 2004 (PRIMEZONE) — Dobson Communications Corporation (Nasdaq: DCEL) and Cingular Wireless, a joint venture of SBC Communications (NYSE: SBC) and BellSouth (NYSE: BLS), today announced the completion of their exchange of Dobson’s ownership in its Maryland Rural Service Area 2 for Cingular’s ownership in Michigan RSA 5.

     As part of the transaction, Cingular paid Dobson $22 million and transferred to Dobson its one-percent ownership interests in Texas RSA 2 and Oklahoma RSAs 5 and 7. Dobson is the majority owner of these three markets.

     Maryland RSA 2 covers a population of approximately 471,700, including the cities of Ocean City, Salisbury, Easton and Cambridge.

     Michigan RSA 5 property covers a population of 169,400, including the cities of Cadillac, Manistee, and Ludington, and is contiguous to Dobson’s MI RSA 3 property. Dobson has also announced its intention to acquire the assets of NPI-Omnipoint Wireless, LLC (“NPI”), which provides 1900 MHz GSM wireless service to other markets in northern Michigan.

     As a result of the exchange with Cingular, Dobson will report approximately 19,900 acquired subscribers in the first quarter ending March 31, 2004, representing MI RSA 5’s subscriber base. Dobson has for several years managed the Michigan property for Cingular and said that the exchange of properties will not have a material impact on its capital expenditure expectations for 2004.

About Dobson Communications

     Dobson Communications is a leading provider of wireless phone services to rural markets in the United States. Headquartered in Oklahoma City, the Company owns wireless operations in 16 states, with markets covering a population of 10.6 million. The Company serves 1.6 million customers. For additional information on the Company and its operations, please visit its Web site at http://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, completion of the Company’s plans to acquire the assets of NPI. 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.

Contact:
Dobson Communications Corporation

EX-99.3

Exhibit 99.3

FOR IMMEDIATE RELEASE

Dobson Communications Names Two New Members to Board of Directors

     OKLAHOMA CITY, February 17, 2004 (PRIMEZONE) —Dobson Communications Corporation (Nasdaq:DCEL) announced today the appointment Mark S. Feighner and Robert A. Schriesheim to serve on its board of directors. With their appointments, chairman emeritus and director Russell L. Dobson will be stepping down from the board. The Company’s board now consists of seven members, five of whom are independent directors.

     Mr. Feighner is a well-known veteran of the wireless industry, having capped a 28-year career at GTE by serving as that company’s wireless president prior to its acquisition in 2000 by Bell Atlantic. Since that time, he has served as a venture partner and advisor for Austin Ventures, an early-stage investment and advisory firm to telecommunications companies.

     He is a past board member of CTIA, the primary trade group for the U.S. telecommunications industry, and a past board member of Z-Tel Communications, for whom he also served as chairman of the Audit Committee.

     Mr. Feighner earned a B.S. in Business and Marketing from Indiana University.

     Mr. Schriesheim has since 2002 served as managing general partner and venture manager for ARCH Development Partners LLC, a technology seed-stage venture fund. His experience includes 17 years as strategist, senior financial officer and a private equity investor in the communications and information services industries, as well has having served on public communications company boards.

     Prior to ARCH Development, Mr. Schriesheim was executive vice president, corporate development, and chief financial officer for Global Telesystems, Inc., headquartered in London, England. Global Telesystems was a publicly traded provider of telecommunications, data and related services to businesses throughout Western and Central Europe and Russia, prior to its sale to KPNQwest in 2002.

     He currently sits on the boards of three ARCH Development portfolio companies and, until its sale in 2003, sat on the board of NCH NuWorld Marketing, a privately held international marketing information services company. Additionally, he previously was on the boards of both Global TeleSystems as well as its public subsidiary, Global Telecom.

     He earned an A.B. in Chemistry from Princeton University and an M.B.A. in Finance and Business Economics from the Graduate School of Business, University of Chicago.

     “We’re very pleased with the strengths and depth of experience that Rob and Mark bring to the Dobson Communications board of directors,” said Everett Dobson, chairman, chief executive officer and president of Dobson Communications. “I expect their contributions to be significant as we continue to capitalize on our opportunities to grow and create shareholder value in the wireless industry.”

About Dobson Communications

     Dobson Communications is a leading provider of wireless phone services to rural markets in the United States. Headquartered in Oklahoma City, the Company owns wireless operations in 16 states, with markets covering a population of 10.6 million. The Company serves 1.6 million customers. For additional information on the Company and its operations, please visit its Web site at www.dobson.net.

Contact:

Dobson Communications Corporation
J. Warren Henry, Vice President, Investor Relations
(405) 529-8820

EX-99.4

EXHIBIT 99.4

FOR IMMEDIATE RELEASE

DOBSON COMMUNICATIONS REPORTS $48.6 MILLION IN FOURTH QUARTER OPERATING INCOME

Company to Discuss Reduced 2004 Expectations at Investors Conference

     OKLAHOMA CITY, February 17, 2004 (PRIMEZONE) — Dobson Communications Corporation (Nasdaq:DCEL) (“Dobson”) today reported operating income of $48.6 million for the fourth quarter ended December 31, 2003, an increase of 33 percent over operating income of $36.6 million for the same quarter last year.

     The Company reported a net loss of $68.4 million for the period, compared with net income of $8.3 million for the fourth quarter of 2002.

     Dobson reported a net loss applicable to common shareholders of $70.3 million, or $0.53 per share, for the fourth quarter of 2003 (Table 1). The average of total shares outstanding for the fourth quarter of 2003 was approximately 133.7 million. For the fourth quarter of 2002, Dobson recorded net income applicable to common shareholders of $25.6 million, or $0.28 per share, based on approximately 90.1 million average shares outstanding.

     In accordance with GAAP, these totals reflect Dobson’s 100 percent ownership in American Cellular from August 19, 2003. Results for prior periods reflect Dobson’s 50 percent ownership of American Cellular, showing the subsidiary’s results as “Loss from investment in joint venture.” Complete results for American Cellular for all relevant periods are reflected in Table 5.

     Dobson’s 2003 results include the operations of the Anchorage Metropolitan Service Area (MSA) and Alaska Rural Service Area (RSA) 2 from their date of acquisition on June 17, 2003, and not for the fourth quarter of 2002. Dobson acquired them in exchange for its Santa Cruz MSA and California RSA 4 properties.

     Dobson’s fourth quarter net loss applicable to common shareholders included:

• A $24.2 million loss from the extinguishment of debt, related to the redemption in the fourth quarter of Dobson/Sygnet Communications Corporation notes and the termination of the Dobson/Sygnet credit facility, which was replaced by a new credit facility;

• A $26.8 million loss related to the repurchase of preferred stock in the quarter;

• $12.7 million in cash and non-cash dividends on mandatorily redeemable preferred stock; and

• A $596,100 loss from discontinued operations, net of taxes, and a $12.7 million loss on disposal of discontinued operations, net of taxes, both related to the Company’s pending swap of its Maryland RSA 2 property for the Michigan RSA 5 property owned by Cingular Wireless. Beginning with the fourth quarter of 2003, the results of the Maryland RSA 2 property are listed as discontinued operations for the quarter and prior periods. Results of operations for Michigan

	RSA 5 will be included in Dobson’s operating results in the quarter when the swap transaction is completed, which the Company expects in the first quarter of 2004. And
•	$1.9 million in dividends on preferred stock, related to Dobson’s newly issued Series F convertible preferred stock.

Discontinued Operations

     Footnote 2 of Table 1 reflects the operating results from discontinued operations in greater detail.

     Operating results from discontinued operations for the full year 2003 include the results of the two California properties from January 1 until they were disposed June 17, 2003, and results for Maryland RSA 2 for the 12 months. The total of $33.8 million in EBITDA includes approximately $18.0 million in EBITDA from the California properties and approximately $15.8 million from Maryland RSA 2.

Fourth Quarter 2002 Results

     Dobson reported net income applicable to common shareholders of $25.6 million for the fourth quarter of 2002, which included $4.9 million in other expense, net of taxes, primarily related to the write-off of the remaining costs related to Dobson’s participation in FCC Auction 35; and $5.9 million in income from discontinued operations, relating to the California and Maryland properties mentioned above.

     Also included were $22.8 million in dividends on preferred stock and a $40.1 million gain that represented the excess of liquidation preference amount over the repurchase price of preferred stock in the fourth quarter last year.

Revenue and EBITDA

     Dobson reported total revenue for the fourth quarter of 2003 of $250.3 million, of which $185.7 million, or 74.2 percent, was service revenue generated by Dobson’s subscribers. Roaming revenue in the fourth quarter was $56.1 million, or 22.4 percent of total revenue.

     As noted above, Dobson acquired 100 percent ownership in American Cellular in August 2003. For more detail on revenue and expenses at the Dobson Cellular and American Cellular subsidiaries, please see Tables 4 and 5.

     Dobson reported $94.2 million in EBITDA for the fourth quarter of 2003, compared with $55.7 million for the fourth quarter of 2002.

     EBITDA was lower than expected in the fourth quarter of 2003. The Company attributed this decline to:

• The decline in roaming revenue in Dobson’s total revenue mix, due to slower growth in roaming MOUs overall, particularly with AT&T Wireless (NYSE: AWE), which is Dobson’s largest roaming customer.

• General and administrative expenses in the fourth quarter of 2003 were increased by approximately $4 million, which the Company related to higher bad debt expense, higher billing costs during the transition to a new billing system, the incremental costs of a transition services agreement with AT&T

Wireless for Dobson’s new Alaska properties in October and November, and an increased property tax assessment in Kentucky, due to changes in the manner in which valuations are determined.

     Dobson’s two subsidiaries, Dobson Cellular Systems and American Cellular, reported a combined gain of only 3 percent in roaming MOUs for the fourth quarter, to a combined total of approximately 327 million MOUs, compared with a combined total of in the fourth quarter of 2002 of approximately 316 million MOUs.

     The subsidiaries’ combined roaming yield per MOU for the most recent quarter declined 32 percent to approximately $0.17, compared with $0.25 per minute for the same quarter last year.

     Under Dobson’s current roaming agreements with Cingular Wireless and AT&T Wireless, the roaming rates that Dobson receives have been reduced in 2002 and 2003, as have been the off-network roaming rates that Dobson pays to its roaming partners. The reduction in Dobson’s off-network roaming rates has enabled the Company to significantly reduce cash cost per user over the past two years.

     Dobson Communications generated approximately 89,100 gross subscriber additions (postpaid) for the fourth quarter of 2003. Total net subscriber additions for the quarter were 14,400, reflecting postpaid customer churn of 1.9 percent.

     As previously announced, Dobson adjusted its subscriber base by a negative 4,900 subscribers at the end of the quarter, increasing its postpaid subscribers in Alaska by approximately 1,700, and reducing the number of prepaid subscribers by approximately 6,600. Dobson’s year-end 2003 total of 1,552,100 subscribers also reflected the removal of 36,300 subscribers in MD RSA 2 (discontinued) from the Company’s base.

Results for Fiscal 2003

     For the year ended December 31, 2003, Dobson reported service revenue of $505.9 million, roaming revenue of $201.2 million, and total revenue of $735.8 million (Table 1). As noted above, prior to August 19, 2003, Dobson was a 50-percent owner of American Cellular.

     For the year, the Company reported a net loss of approximately $24.0 million, and net income applicable to common shareholders of $151.0 million, or $1.38 per share on a fully diluted basis. Net income applicable to common shareholders included:

• A $52.3 million loss from extinguishments of debt;

• A $218.3 million gain on the repurchases of preferred stock before July 1, when the Company adopted SFAS 150, and a $26.8 million loss from redemption of preferred stock, related to stock redeemed after July 1;

• $43.3 million in dividends on preferred stock, paid on mandatorily redeemable preferred stock before July 1 and paid on the Series F preferred stock since inception, and $30.6 million in dividends on mandatorily redeemable preferred stock, paid after July 1; and

• $11.9 million in income from discontinued operations and a $14.8 million gain from disposal of discontinued operations, both net of taxes.

     For 2002, Dobson reported a net loss of $166.5 million and a net loss applicable to common shareholders of $190.6 million, or $2.10 per share.

Capital Expenditures and Balance Sheet

     Capital expenditures were approximately $45.4 million in the Dobson Cellular markets and $12.6 million in the American Cellular markets in the fourth quarter, bringing full-year capital expenditures to approximately $199.9 million for the two entities combined. Capital expenditures of $4.7 million in MD RSA 2 in 2003 are not included in these totals.

     As of January 31, 2004, the Company had overlaid approximately 786 of its 1,727 total cell sites with GSM/GPRS/EDGE hardware, compared with approximately 625 at year-end 2003. The Company is on schedule and budget to have overlaid all of its cell sites in the Continental United States with the new technology by the end of March 2004; to overlay its Alaska properties in the second quarter of 2004; and to upgrade its data service capabilities with EDGE software in the second quarter of 2004.

     The Company ended the year with approximately $208 million in cash and cash equivalents, approximately $2.4 billion in total debt, and approximately $376 million in preferred stock obligations (Table 2).

Investors Conference

     Dobson plans to hold its 2004 Investors’ Conference at The Waldorf-Astoria in New York City, beginning at 8:30 a.m. ET on Wednesday, February 18, 2004. Investors will also be able to listen by phone or via web-cast on Dobson’s web site at www.dobson.net. The PowerPoint presentation for the Investors Conference will also be available on Dobson web site.

     At the meeting, the Company expects to reduce significantly its EBITDA guidance for 2004, based on updated, reduced estimates of roaming revenue in 2004 and additional data on revenue and expenses. The Company also intends to review fourth quarter 2003 results and to provide a general overview of expectations for 2005 and beyond.

     Those interested may access the call by dialing:

Conference call	(800) 289-0436
Pass code	753890

     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	753890

     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 wireless operations in 16 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; further declines in roaming MOUs; 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 and other filings filed with the Securities and Exchange Commission. Given these concerns, investors and analysts should not place undue reliance on forward-looking statements.

CONTACT: Dobson Communications, Oklahoma City
J. Warren Henry
(405) 529-8820

Table 1

Dobson Communications Corporation Statements of Operations

	Three Months Ended						Year Ended
	December 31,						December 31,
	2003			2002			2003			2002
				($ in thousands except per share data)
				(unaudited)
Operating Revenue
Service revenue	$	185,708		$	81,828		$	505,860		$	323,116
Roaming revenue		56,132			44,672			201,199			176,150
Equipment & other revenue		8,475			4,194			28,695			17,504
Total		250,315			130,694			735,754			516,770
Operating Expenses (excluding depreciation & amortization)
Cost of service		59,463			33,291			173,436			138,240
Cost of equipment		21,752			9,916			56,612			40,331
Marketing & selling		30,747			14,659			79,547			61,581
General & administrative		44,192			17,146			106,108			66,473
Total		156,154			75,012			415,703			306,625
EBITDA (1)		94,161			55,682			320,051			210,145
Depreciation & amortization		(45,560	)		(19,120	)		(119,424	)		(75,181	)
Operating income		48,601			36,562			200,627			134,964
Minority interest		(1,291	)		(1,652	)		(6,541	)		(6,521	)
Loss from investment in joint venture		—			—			—			(184,381	)
Interest expense		(52,957	)		(25,609	)		(138,148	)		(108,331	)
(Loss) gain from extinguishment of debt		(24,175	)		(435	)		(52,277	)		2,202
Loss from redemption of preferred stock		(26,777	)		—			(26,777	)		—
Dividends on mandatorily redeemable preferred stock		(12,735	)		—			(30,568	)		—
Other (expense) income, net		1,530			(4,938	)		3,829			(1,636	)
Income (loss) before income taxes		(67,804	)		3,928			(49,855	)		(163,703	)
Income tax (expense) benefit		12,751			(1,498	)		(845	)		52,177
Income (loss) from continuing operations		(55,053	)		2,430			(50,700	)		(111,526	)
Discontinued operations:
Income from discontinued operations, net of taxes (2)		(596	)		5,893			11,945			24,454
Loss from discontinued operations from investment in joint venture		—			—			—			(327	)
Gain from disposal of discontinued operations, net of taxes		(12,729	)		—			14,786			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		(68,378	)		8,323			(23,969	)		7,652
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 Income (loss)		(68,378	)		8,323			(23,969	)		(166,462	)
Dividends on preferred stock		(1,879	)		(22,838	)		(43,300	)		(94,451	)
Gain on redemption of preferred stock		—			40,092			218,310			70,323
Net (loss) Income applicable to common shareholders	$	(70,257	)	$	25,577		$	151,041		$	(190,590	)
Basic net (loss) income applicable to common shareholders per common share:
Continuing operations	$	(0.41	)	$	0.03		$	(0.48	)	$	(1.23	)
Discontinued operations		(0.10	)		0.06			0.25			1.31
Change in accounting principle		—			—			—			(1.92	)
Dividends on and redemption of preferred stock		(0.02	)		0.19			1.65			(0.26	)
Total basic net (loss) income applicable to common shareholders per common share	$	(0.53	)	$	0.28		$	1.42		$	(2.10	)
Basic weighted average common shares outstanding		133,686,530			90,109,318			106,291,582			90,671,688
Total diluted net (loss) income applicable to common shareholders per common share	$	(0.53	)	$	0.28		$	1.38		$	(2.10	)
Diluted weighted average common shares outstanding		133,686,530			90,132,042			109,676,631			90,671,688

(1) EBITDA is defined as income (loss) from continuing operations before interest income, interest expense, income taxes, depreciation, amortization, impairment of goodwill, other income, gain(loss) from extinguishment of debt, dividends on mandatorily redeemable preferred stock and minority interests. We believe that EBITDA provides meaningful additional information concerning a company’s operating results and its ability to service its long-term debt and other fixed obligations and to fund its continued growth. Many financial analysts consider EBITDA to be a meaningful indicator of an entity’s ability to meet its future financial obligations, and they consider growth in EBITDA to be an indicator of future profitability, especially in a capital-intensive industry such as wireless telecommunications. You should not construe EBITDA as an alternative to net income (loss) as determined in accordance with GAAP, as an alternative to cash flows from operating activities as determined in accordance with GAAP or as a measure of liquidity. Because EBITDA is not calculated in the same manner by all companies, it may not be comparable to other similarly titled measures of other companies.

		Three Months Ended December 31,						Year Ended December 31,
		2003			2002			2003			2002
(2)	Operating results from income from discontinued operations:
	Service revenue	$	4,224		$	12,930		$	31,649		$	54,070
	Roaming revenue		3,059			15,063			36,577			70,357
	Equipment & other revenue		127			749			1,469			2,921
	Total operating revenue		7,410			28,742			69,695			127,348
	Cost of service		2,029			6,471			15,656			28,527
	Cost of equipment		563			1,594			3,628			6,197
	Marketing & selling		1,823			2,639			7,752			12,289
	General & administrative		1,600			3,494			8,845			14,616
	Total operating expenses (excluding depreciation and amortization)		6,015			14,198			35,881			61,629
	EBITDA		1,395			14,544			33,814			65,719
	Depreciation & amortization		(1,267	)		(2,789	)		(8,858	)		(12,813	)
	Interest expense & other		(1,089	)		(2,250	)		(5,690	)		(13,467	)
	Income tax expense		365			(3,612	)		(7,321	)		(14,985	)
	Income from discontinued operations	$	(596	)	$	5,893		$	11,945		$	24,454

Table 2

Dobson Communications Corporation
Selected Balance Sheet and Statistical Data

Balance Sheet Data:

	December 31, 2003		December 31, 2002
	($ in millions)		($ in millions)
	(unaudited)
Cash and cash equivalents (unrestricted) (1)	$	208.2	$	292.1
Total Debt:
DCS credit facility	$	548.6	$	—
Dobson Operating Co., L.L.C. credit facility		—		501.0
Sygnet credit facility		—		285.4
DCC 10.875% Senior Notes, net		298.4		298.2
DCC 8.875% Senior Notes		650.0		—
Dobson/Sygnet Senior Notes		5.3		188.5
ACC 9.5% Senior Notes, net		12.9		—
ACC 10.0% Senior Notes		900.0		—
Total debt	$	2,415.2	$	1,273.1
Preferred Stock:
Series AA Preferred Stock, 5.96%	$	—	$	200.0
Senior Exchangeable Preferred Stock, 12.25%, net (2)		59.2		362.3
Senior Exchangeable Preferred Stock, 13.00%, net (3)		194.1		196.0
Series F Preferred Stock		122.5		—
Total preferred stock	$	375.8	$	758.3

	Year Ended		Year Ended
	December 31, 2003		December 31, 2002
	($ in millions)		($ in millions)
Capital Expenditures:	$	163.9	$	72.9

(1)	Includes $30.8 million of cash from American Cellular for the year ended December 31, 2003.
(2)	Net of deferred financing costs of $(0.6) million and $(4.2) million and discount of $(1.2) million and $(8.4) million at December 31, 2003 and December 31, 2002, respectively.
(3)	Net of deferred financing costs of $(1.9) million and $(2.8) million at December 31, 2003 and December 31, 2002, respectively.

Table 3

Dobson Communications Corporation

(Includes results of American Cellular since its acquisition on 8/19/03)

For the Quarter Ended	12/31/2002			3/31/2003			6/30/2003			9/30/2003			12/31/2003
	($ in thousands except per subscriber data)
	(unaudited)
Operating Revenue
Service revenue	$	81,828		$	82,786		$	89,022		$	148,344		$	185,708
Roaming revenue		44,672			40,919			48,427			55,721			56,132
Equipment & other revenue		4,194			5,187			6,028			9,005			8,475
Total		130,694			128,892			143,477			213,070			250,315
Operating Expenses
(excluding depreciation & amortization)
Cost of service		33,291			30,547			33,468			49,958			59,463
Cost of equipment		9,916			8,496			9,440			16,924			21,752
Marketing & selling		14,659			13,142			14,051			21,607			30,747
General & administrative		17,146			16,607			15,985			29,324			44,192
Total		75,012			68,792			72,944			117,813			156,154
EBITDA (1) (2)	$	55,682		$	60,100		$	70,533		$	95,257		$	94,161
Pops		5,240,800			5,240,800			5,623,900			10,620,900			10,620,900
Post-paid
Gross Adds		50,800			36,500			38,100			68,800			89,100
Net Adds		19,100			6,700			11,300			12,000			8,200
Subscribers		639,600			646,300			772,900			1,441,800			1,451,700
Churn		1.7	%		1.5	%		1.4	%		1.7	%		1.9	%
Average Service Revenue per Subscriber (ARPU)	$	43		$	42		$	43		$	44		$	42
Average Service and Roaming Revenue per Subscriber	$	66		$	63		$	67		$	60		$	55
Pre-paid
Net Adds		(1,300	)		1,900			800			1,700			4,700
Subscribers		5,500			7,400			20,900			30,600			28,700
Reseller
Net Adds		1,900			3,200			2,400			900			1,500
Subscribers		21,400			24,600			34,700			70,200			71,700
Total
Net Adds		19,700			11,800			14,500			14,600			14,400
Subscribers		666,500			678,300			828,500			1,542,600			1,552,100
Penetration		12.7	%		12.9	%		14.7	%		14.5	%		14.6	%

(1)	Includes, $1.8 million, $1.9 million, $2.1 million, $2.2 million and $1.7 million of EBITDA for the quarters ended December 31, 2002, March 31, 2003, June 30, 2003, September 30, 2003 and December 31, 2003, respectively, related to minority interests.
(2)	A reconciliation of EBITDA to net income from continuing operations as determined in accordance with generally accepted accounting principles is as follows:

Income (loss) from continuing operations	$	2,430		$	10,310		$	16,515		$	(22,472	)	$	(55,053	)
Add back non-EBITDA items included in income from continuing operations:
Depreciation & amortization		(19,120	)		(19,940	)		(21,323	)		(32,601	)		(45,560	)
Interest expense		(25,609	)		(23,872	)		(23,450	)		(37,869	)		(52,957	)
Minority Interest		(1,652	)		(1,619	)		(1,785	)		(1,846	)		(1,291	)
Loss from extinguishment of debt		(435	)		—			—			(28,102	)		(24,175	)
Loss from redemption of preferred stock		—			—			—			—			(26,777	)
Dividends on mandatorily redeemable preferred stock		—			—			—			(17,833	)		(12,735	)
Other income (expense)		(4,938	)		1,959			2,653			(2,313	)		1,530
Income tax expense		(1,498	)		(6,318	)		(10,113	)		2,835			12,751
EBITDA	$	55,682		$	60,100		$	70,533		$	95,257		$	94,161

Table 4

Dobson Cellular Systems
(Formerly DOC and Sygnet)

For the Quarter Ended	12/31/2002			3/31/2003			6/30/2003			9/30/2003			12/31/2003
				($ in thousands except per subscriber data)
							(unaudited)
Operating Revenue
Service revenue	$	81,828		$	82,786		$	89,022		$	109,714		$	107,335
Roaming revenue		44,672			40,919			48,427			41,182			30,722
Equipment & other revenue		4,194			5,187			6,028			7,749			6,357
Total		130,694			128,892			143,477			158,645			144,414
Operating Expenses
(excluding depreciation & amortization)
Cost of service		33,291			30,547			33,468			38,536			36,013
Cost of equipment		9,916			8,496			9,440			12,424			11,148
Marketing & selling		14,659			13,142			14,051			15,053			16,283
General & administrative		17,146			16,602			15,980			20,997			23,010
Total		75,012			68,787			72,939			87,010			86,454
EBITDA (1)(2)	$	55,682		$	60,105		$	70,538		$	71,635		$	57,960
Net Adds
Pops		5,240,800			5,240,800			5,623,900			5,623,900			5,623,900
Post-paid
Gross Adds		50,800			36,500			38,100			47,700			45,700
Net Adds		19,100			6,700			11,300			9,700			2,700
Subscribers		639,600			646,300			772,900			776,400			780,800
Churn		1.7	%		1.5	%		1.4	%		1.6	%		1.8	%
Average Service Revenue per Subscriber (ARPU)	$	43		$	42		$	43		$	46		$	45
Average Service and Roaming Revenue per Subscriber	$	66		$	63		$	67		$	64		$	58
Pre-paid
Net Adds		(1,300	)		1,900			800			1,600			2,300
Subscribers		5,500			7,400			20,900			22,500			18,200
Reseller
Net Adds		1,900			3,200			2,400			1,100			1,900
Subscribers		21,400			24,600			34,700			42,000			43,900
Total
Net Adds		19,700			11,800			14,500			12,400			6,900
Subscribers		666,500			678,300			828,500			840,900			842,900
Penetration		12.7	%		12.9	%		14.7	%		15.0	%		15.0	%

(1)	Includes, $1.8 million, $1.9 million, $2.1 million, $2.2 million and $1.7 million of EBITDA for the quarters ended December 31, 2002, March 31, 2003, June 30, 2003, September 30, 2003 and December 31, 2003, respectively, related to minority interests.
(2)	A reconciliation of EBITDA to net income from continuing operations as determined in accordance with generally accepted accounting principles is as follows:

Income from continuing operations	$	11,883		$	14,983		$	21,346		$	1,094		$	3,771
Add back non-EBITDA items included in net income from continuing operations:
Depreciation & amortization		(19,402	)		(19,821	)		(21,206	)		(23,975	)		(25,774	)
Interest expense		(17,141	)		(16,033	)		(16,159	)		(13,842	)		(7,701	)
Minority Interest		(1,652	)		(1,619	)		(1,785	)		(1,847	)		(1,291	)
Loss from extinguishment of debt		(435	)		—			—			(28,102	)		(24,175	)
Other income (expense)		2,176			1,533			3,043			(2,105	)		3,838
Income tax expense		(7,345	)		(9,182	)		(13,085	)		(670	)		914
EBITDA	$	55,682		$	60,105		$	70,538		$	71,635		$	57,960

Table 5

American Cellular Corporation

	Predecessor												ACC			ACC
										7/1/03 -			8/19/03 -
For the Quarter Ended	12/31/2002			3/31/2003			6/30/2003			8/18/2003			9/30/2003			12/31/2003
				($ in thousands except per subscriber data)
							(unaudited)
Operating Revenue
Service revenue	$	76,267		$	75,176		$	78,120		$	42,492		$	38,630		$	78,372
Roaming revenue		32,725			27,680			34,718			19,989			14,539			25,410
Equipment & other revenue		3,943			3,634			4,099			2,819			1,994			3,679
Total		112,935			106,490			116,937			65,300			55,163			107,461
Operating Expenses
(excluding depreciation & amortization)
Cost of service		25,372			23,569			24,854			13,802			11,612			23,849
Cost of equipment		10,003			8,909			9,182			5,527			4,500			10,604
Marketing & selling		14,205			12,391			12,442			6,348			6,553			14,464
General & administrative		18,258			17,694			17,253			9,488			8,872			22,338
Total		67,838			62,563			63,731			35,165			31,537			71,255
EBITDA (1)	$	45,097		$	43,927		$	53,206		$	30,135		$	23,626		$	36,206
Pops		4,997,000			4,997,000			4,997,000			4,997,000			4,997,000			4,997,000
Post-paid
Gross Adds		53,000			38,500			37,900			22,800			21,100			43,400
Net Adds		14,800			(200	)		3,500			2,000			2,300			5,500
Subscribers		657,800			657,600			661,100			663,100			665,400			670,900
Churn		2.0	%		2.0	%		1.7	%		2.0	%		2.1	%		1.9	%
Average Service Revenue per Subscriber (ARPU)	$	39		$	38		$	39		$	40		$	41		$	39
Average Service and Roaming Revenue per Subscriber	$	55		$	52		$	56		$	58		$	57		$	51
Pre-paid
Net Adds		900			1,700			1,000			400			100			2,400
Subscribers		4,900			6,600			7,600			8,000			8,100			10,500
Reseller
Net Adds		1,600			200			900			(400	)		(200	)		(400	)
Subscribers		27,700			27,900			28,800			28,400			28,200			27,800
Total
Net Adds		17,300			1,700			5,400			2,000			2,200			7,500
Subscribers		690,400			692,100			697,500			699,500			701,700			709,200
Penetration		13.8	%		13.9	%		14.0	%		14.0	%		14.0	%		14.2	%

(1) A reconciliation of EBITDA to net income (loss) as determined in accordance with generally accepted accounting principles is as follows:

Net income (loss) from continuing operations	$	(422,908	)	$	(2,406	)	$	2,103		$	2,642		$	656		$	(5,005	)
Add back non-EBITDA items included in net income (loss):
Depreciation & amortization		(17,050	)		(17,004	)		(17,573	)		(9,014	)		(8,861	)		(19,786	)
Interest expense		(32,756	)		(31,254	)		(31,211	)		(15,672	)		(13,849	)		(23,924	)
Dividends on mandatorily redeemable preferred stock		—			—			—			(703	)		—			—
Impairment of goodwill		(423,894	)		—			—			—			—			—
Other income (loss)		423			321			(917	)		58			142			(568	)
Income tax (expense) benefit		5,272			1,604			(1,402	)		(2,162	)		(402	)		3,067
EBITDA	$	45,097		$	43,927		$	53,206		$	30,135		$	23,626		$	36,206