##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
    Form 10-Q
   þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the Quarterly Period Ended
    September 30, 2007o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number.
    000-29225
     Dobson Communications
    Corporation
 (Exact name of registrant as
    specified in its charter)
   Oklahoma

73-1513309(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)14201 Wireless Way

73134Oklahoma City, Oklahoma

(Zip Code)(Address of principal executive
    offices)   (405) 529-8500
 (Registrants telephone
    number, including area code)
     þ o
  Rule 12b-2
  þ o o
  Rule 12b-2 o þ




---



##### 



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  INDEX TO
    FORM 10-Q
  ItemNumber



PagePART I. FINANCIAL INFORMATION1


Condensed Consolidated Financial Statements
    (Unaudited):Condensed Consolidated Balance Sheets as of
    September 30, 2007 and December 31, 2006


2Condensed Consolidated Statements of Operations
    for the Three and Nine Months Ended September 30, 2007 and
    2006


3Condensed Consolidated Statement of
    Stockholders Equity for the Nine Months Ended
    September 30, 2007


4Condensed Consolidated Statements of Cash Flows
    for the Nine Months Ended September 30, 2007 and 2006


5Notes to Condensed Consolidated Financial
    Statements


62


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


263


Quantitative and Qualitative Disclosure about
    Market Risk


424


Controls and Procedures


42PART II. OTHER INFORMATION1


Legal Proceedings


431A


Risk Factors


432


Unregistered Sales of Equity Securities and Use
    of Proceeds


443


Defaults Upon Senior Securities


444


Submission of Matters to a Vote of Security
    Holders


445


Other Information


446


Exhibits


44Rule 13a-14(a) Certification by our Principal Executive OfficerRule 13a-14(a) Certification by our Principal Financial OfficerSection 1350 Certification by our Principal Executive OfficerSection 1350 Certification by our Principal Financial Officer   1




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##### Table of Contents



PART I.
    FINANCIAL INFORMATION
  Item 1.
    Financial
    Statements  DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  CONDENSED CONSOLIDATED BALANCE SHEETS
  September 30,


December 31,2007


2006(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents

$
250,000,220


$
117,063,914Short-term investments


1,000,000



4,959,012Accounts receivable, net


167,176,416



120,444,702Inventory


13,618,143



20,906,425Deferred tax assets (Note 9)


8,627,000



9,520,000Prepaid expenses and other


16,290,832



12,786,577Total current assets


456,712,611



285,680,630PROPERTY, PLANT AND EQUIPMENT, net (Note 5)


493,125,166



512,201,828OTHER ASSETS:Restricted investments


4,397,000



4,397,000Wireless license acquisition costs


1,941,759,772



1,941,226,745Goodwill


671,442,097



670,510,237Deferred financing costs, net of accumulated amortization of
    $12,169,708 in 2007 and $14,881,760 in 2006


27,236,876



35,946,611Customer list, net of accumulated amortization of $113,129,831
    in 2007 and $87,783,786 in 2006


15,535,221



40,881,264Other non-current assets


3,222,947



3,907,944Total other assets


2,663,593,913



2,696,869,801Total assets

$
3,613,431,690


$
3,494,752,259LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable

$
111,391,958


$
96,840,064Accrued expenses


44,642,983



48,579,970Accrued interest payable


74,184,624



65,155,399Deferred revenue and customer deposits


42,539,171



37,890,782Accrued dividends payable


3,161,314



2,374,669Current portion of credit facilities and debt securities


11,250,000



1,250,000Total current liabilities


287,170,050



252,090,884OTHER LIABILITIES:Credit facilities and debt securities, net of current portion
    (Note 7)


2,652,946,727



2,605,105,934Deferred tax liabilities


260,346,550



241,451,899Minority interest


7,204,963



6,465,131Deferred gain on disposition of operating assets and other
    long-term liabilities


61,391,920



62,357,050CONTINGENCIES (Note 11)SERIES F CONVERTIBLE PREFERRED STOCK (Note 8)


115,205,260



135,695,389STOCKHOLDERS EQUITY:Class A common stock, $.001 par value,
    325,000,000 shares authorized and 154,832,367 shares
    issued at September 30, 2007 and 151,556,978 shares
    issued at December 31, 2006


154,832



151,557Convertible Class B common stock, $.001 par value,
    70,000,000 shares authorized and 19,418,021 shares
    issued at September 30, 2007 and December 31, 2006


19,418



19,418Convertible Class C common stock, $.001 par value,
    4,226 shares authorized and no shares issued at
    September 30, 2007 and December 31, 2006






Convertible Class D common stock, $.001 par value,
    33,000 shares authorized and no shares issued at
    September 30, 2007 and December 31, 2006






Paid-in capital


1,472,292,278



1,441,402,795Accumulated deficit


(1,241,604,437
)


(1,249,986,135
)Accumulated other comprehensive loss


(1,695,871
)


(1,663
)Total stockholders equity


229,166,220



191,585,972Total liabilities and stockholders equity

$
3,613,431,690


$
3,494,752,259    2




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##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
  Three Months Ended September 30,


Nine Months Ended September 30,2007


2006


2007


2006(Unaudited)


(Unaudited)OPERATING REVENUE:Service revenue

$
274,830,998


$
232,323,327


$
793,557,099


$
671,678,347Roaming revenue


98,015,039



87,364,907



236,489,912



213,188,085Equipment and other revenue


19,309,631



16,681,266



56,697,693



51,161,243Total operating revenue


392,155,668



336,369,500



1,086,744,704



936,027,675OPERATING EXPENSES:Cost of service (exclusive of depreciation and amortization
    shown separately below)


102,213,577



88,809,660



292,383,822



246,385,337Cost of equipment


33,814,827



33,152,199



101,859,906



102,266,655Marketing and selling


43,548,380



42,154,355



131,890,127



121,273,517General and administrative


59,104,921



47,527,268



158,755,818



141,596,365Depreciation and amortization


44,233,545



47,776,210



142,865,781



146,206,431Gain on disposition of operating assets


(1,566,543
)


(1,566,544
)


(4,699,630
)


(4,823,350
)Total operating expenses


281,348,707



257,853,148



823,055,824



752,904,955OPERATING INCOME


110,806,961



78,516,352



263,688,880



183,122,720OTHER (EXPENSE) INCOME:Interest expense


(55,761,677
)


(57,840,548
)


(169,848,524
)


(172,661,312
)Loss from extinguishment of debt (Note 7)










(57,578,235
)


(12,717,192
)Loss on redemption of mandatorily redeemable preferred stock
    (Note 8)














(1,482,262
)Dividends on mandatorily redeemable preferred stock (Note 8)














(709,574
)Other income, net


2,946,734



1,810,449



6,991,294



5,345,527INCOME BEFORE MINORITY INTERESTS IN INCOME OF SUBSIDIARIES AND
    INCOME TAXES


57,992,018



22,486,253



43,253,415



897,907Minority interest in income of subsidiaries


(2,724,326
)


(2,447,032
)


(7,458,977
)


(6,979,557
)INCOME (LOSS) BEFORE INCOME TAXES


55,267,692



20,039,221



35,794,438



(6,081,650
)Income tax (expense) benefit


(29,063,929
)


7,938,788



(22,086,375
)


17,120,225NET INCOME


26,203,763



27,978,009



13,708,063



11,038,575DIVIDENDS ON PREFERRED STOCK


(1,255,503
)


(2,035,430
)


(5,326,365
)


(6,784,769
)NET INCOME APPLICABLE TO COMMON STOCKHOLDERS

$
24,948,260


$
25,942,579


$
8,381,698


$
4,253,806BASIC NET INCOME APPLICABLE TO COMMON STOCKHOLDERS PER COMMON
    SHARE

$
0.14


$
0.15


$
0.05


$
0.03BASIC WEIGHTED AVERAGE COMMON SHARES OUTSTANDING


172,638,721



170,482,730



171,775,323



169,996,467DILUTED NET INCOME APPLICABLE TO COMMON STOCKHOLDERS PER COMMON
    SHARE

$
0.13


$
0.14


$
0.05


$
0.02DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING


207,826,514



205,190,796



177,110,691



173,042,182    3




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##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS
    EQUITY
 For the Nine Months Ended September 30, 2007
  Stockholders EquityAccumulatedClass A


Class B








Other


TotalComprehensive


Common Stock


Common Stock


Paid-In


Accumulated


Comprehensive


StockholdersIncome


Shares


Amount


Shares


Amount


Capital


Deficit


Loss


Equity(Unaudited)DECEMBER 31, 2006


(1,663
)


151,556,978


$
151,557



19,418,021


$
19,418


$
1,441,402,795


$
(1,249,986,135
)

$
(1,663
)

$
191,585,972Net income


13,708,063























13,708,063







13,708,063Unrealized gain on investment


120



























120



120Cash flow hedging derivatives, net of tax


(1,694,328
)


























(1,694,328
)


(1,694,328
)Total comprehensive income

$
12,012,192Series F preferred stock dividends


























(5,326,365
)






(5,326,365
)Share-based compensation






















6,451,608











6,451,608Issuance of common stock






3,275,389



3,275











24,437,875











24,441,150SEPTEMBER 30, 2007






154,832,367


$
154,832



19,418,021


$
19,418


$
1,472,292,278


$
(1,241,604,437
)

$
(1,695,871
)

$
229,166,220    4




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##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF CASH
    FLOWS
  For the Nine MonthsEnded September 30,2007


2006(Unaudited)CASH FLOWS FROM OPERATING ACTIVITIES:Net income

$
13,708,063


$
11,038,575Adjustments to reconcile net income to net cash provided by
    operating activities, net of effects of acquisitions Depreciation and amortization


142,865,781



146,206,431Amortization of bond discounts and premiums and deferred
    financing costs


3,053,304



4,403,274Deferred income taxes


20,008,747



(17,669,360
)Mandatorily redeemable preferred stock dividends






709,574Loss on redemption of mandatorily redeemable preferred stock






1,482,262Loss from extinguishment of debt


57,578,235



12,717,192Gain on disposition of operating assets


(4,699,630
)


(4,823,350
)Share-based compensation


6,451,608



5,464,142Other operating activities


8,051,965



7,006,148Changes in current assets and liabilities Accounts receivable


(46,731,714
)


(3,875,411
)Inventory


7,288,282



(2,588,599
)Prepaid expenses and other


(4,104,255
)


(6,432,862
)Accounts payable


14,551,894



(30,444,951
)Accrued expenses


5,092,238



7,280,044Deferred revenue and customer deposits


4,648,389



4,626,935Net cash provided by operating activities


227,762,907



135,100,044CASH FLOWS FROM INVESTING ACTIVITIES:Capital expenditures


(99,334,811
)


(116,540,105
)Purchase of wireless licenses and properties


(340,981
)


(45,210,501
)Purchase of wireless licenses and properties






(17,000,000
)Proceeds from the sale of assets


1,328,253



11,829Sales (purchases) of short-term investments, net


3,959,131



(5,352,591
)Other investing activities


31,584



(284,928
)Net cash used in investing activities


(94,356,824
)


(184,376,296
)CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from credit facilities and debt securities


900,000,000



362,500,000Repayments and repurchases of credit facilities and debt
    securities


(841,219,500
)


(241,989,166
)Distributions to minority interest holders


(6,719,144
)


(7,145,336
)Redemption of mandatorily redeemable preferred stock






(41,682,819
)Preferred stock dividends paid


(4,071,862
)


(4,070,762
)Exchange offer costs






(47,573
)Debt financing costs


(5,855,004
)


(5,119,293
)Debt securities tender premium


(46,785,491
)


Issuance of common stock and other financing activities


4,181,224



3,196,948Net cash (used in) provided by financing activities


(469,777
)


65,641,999NET INCREASE IN CASH AND CASH EQUIVALENTS


132,936,306



16,365,747CASH AND CASH EQUIVALENTS, beginning of period


117,063,914



196,450,044CASH AND CASH EQUIVALENTS, end of period

$
250,000,220


$
212,815,791SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash paid for Interest

$
156,752,278


$
161,631,805Income taxes

$
1,256,835


$
900,703SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING ACTIVITIES:Preferred stock converted into Class A common stock

$
20,955,645


$
    5




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##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS
 (Unaudited)
    Form 10-K
  1.
    Organization:    2.
    Accounting
    Policies:  Business
    Segment
    Revenue
    and Expense Recognition
    Derivative
    Instruments and Hedging Activities
   6




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##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Recently
    Adopted Accounting Pronouncements
        Reclassifications
   7




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##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  3.
    Share-based
    Compensation:        Nine MonthsEnded September 30,2007


2006Expected term (in years)


6



6Weighted average expected volatility


80.5
%


124.1
%Expected dividends


0
%


0
%Weighted average risk-free rate


4.5
%


4.7
%       Weighted


Weighted Average


AggregateNumber of


Average


Remaining


IntrinsicOptions


Exercise Price


Contractual Life


Value(1)(In years)Outstanding, beginning of period


11,377,200


$
3.80Granted


2,020,100


$
8.83Exercised


(849,649
)

$
3.61Forfeited or expired


(89,975
)

$
7.06Outstanding, end of period


12,457,676


$
4.61



7


$
101,911,257Vested and expected to vest


11,646,212


$
4.46



7


$
96,983,875Exercisable, end of period


7,032,342


$
3.37



6


$
66,357,637     (1)
    
    Calculated using the closing stock price of $12.79 on
    September 28, 2007. 8




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##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       WeightedNumber of


Average GrantOptions


Date Fair ValueNon-vested, beginning of period


5,391,508


$
4.05Granted


2,020,100


$
6.34Vested


(1,896,300
)

$
3.20Forfeited


(89,975
)

$
7.06Non-vested, end of period


5,425,333


$
5.01         4.
    Business
    Combinations and Acquisitions:     9




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##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        5.
    Property,
    Plant and Equipment:      September 30,


December 31,2007


2006($ in thousands)Gross property, plant and equipment

$
1,370,901


$
1,273,874Accumulated depreciation


(877,776
)


(761,672
)Property, plant and equipment, net

$
493,125


$
512,202   6.
    Derivative
    Financial Instruments:     10




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##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          7.
    Credit
    Facilities and Debt Securities:    September 30,


December 31,2007


2006($ in thousands)ACC credit facility

$
897,750


$
124,688DCC senior floating rate notes


150,000



150,0001.50% DCC senior convertible debentures


160,000



160,0008.875% DCC senior notes


419,681



419,6818.375% DCS senior notes


250,000



250,0009.875% DCS senior notes


325,000



325,0008.375% DCS series B senior notes, including premium


259,470



261,17410.0% ACC senior notes


185,718



900,000Other debt securities, net


16,578



15,813Total credit facilities and debt securities


2,664,197



2,606,356Less: current portion of credit facilities and debt securities


11,250



1,250Credit facilities and debt securities, net of current portion

$
2,652,947


$
2,605,106   ACC
    Senior Secured Credit Facility
    
    A 7-year
    $900.0 million senior secured single draw term loan
    facility;
    A 7-year
    $75.0 million senior secured delayed draw term loan
    facility; and
    A 5-year
    $75.0 million senior secured revolving credit facility. 11




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##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
             18-month
    
    make capital expenditures;
    sell or dispose of assets;
    incur additional debt;
    create liens;
    merge with or acquire other companies;
    pay dividends;
    engage in transactions with affiliates;
    make loans, investments, advances or stock repurchases;
    prepay certain debt;
    amend certain material agreements; and
    undergo a change of control.   12




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##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    DCS
    Senior Secured Credit Facility
            
    make capital expenditures;
    sell or dispose of assets;
    incur additional debt;
    create liens;
    merge with or acquire other companies;
    engage in transactions with affiliates, including dividend
    restrictions; and
    make loans, advances or stock repurchases.  ACC
    10.0% Senior Notes
      
    incur indebtedness;
    incur or assume liens; 13




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##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    pay dividends or make other restricted payments;
    impose dividend or other payment restrictions affecting
    ACCs restricted subsidiaries;
    issue and sell capital stock of ACCs restricted
    subsidiaries;
    issue certain capital stock;
    issue guarantees of indebtedness;
    enter into transactions with affiliates;
    sell assets;
    engage in unpermitted lines of business;
    enter into sale and leaseback transactions; and
    merge or consolidate with or transfer substantial assets to
    another entity.      8.
    Redeemable
    Preferred Stock:    Number of


Number of


Number ofShares


Shares


SharesAuthorized at


Outstanding at


Outstanding at







Liquidation


MandatorySeptember 30,


September 30,


December 31,


Par Value




Preference


Redemption

VotingClass

2007


2007


2006


per Share


Dividends

per Share


Date

RightsSeries F


1,900,000



645,151



759,896


$
1.00


6% Cumulative

$
178.571


Aug. 18, 2016


Non-votingOther


4,100,000























6,000,000



645,151



759,896  14




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##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Redemption
    of Senior Exchangeable Preferred Stock
    Dividends
    on Preferred Stock
      Redemption
    of Series F Convertible Preferred Stock
   15




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##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  9.
    Deferred
    Tax Assets:        10.
    Earnings
    Per Share:   16




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##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Three Months Ended September 30,


Nine Months Ended September 30,2007


2006


2007


2006($ in thousands, except per share data)Basic Earnings per ShareNet income

$
26,204


$
27,978


$
13,708


$
11,039Dividends on preferred stock


(1,256
)


(2,035
)


(5,326
)


(6,785
)Net income applicable to common stockholders

$
24,948


$
25,943


$
8,382


$
4,254Basic net income applicable to common stockholders per common
    share:Net income

$
0.15


$
0.16


$
0.08


$
0.07Dividends on preferred stock


(0.01
)


(0.01
)


(0.03
)


(0.04
)Basic net income applicable to common stockholders per common
    share

$
0.14


$
0.15


$
0.05


$
0.03Basic weighted average common shares outstanding


172,638,721



170,482,730



171,775,323



169,996,467Diluted Earnings per ShareNet income

$
26,204


$
27,978


$
13,708


$
11,039Additional net income from convertible debt


390



390



1,170



Diluted net income


26,594



28,368



14,878



11,039Dividends on preferred stock










(5,327
)


(6,785
)Diluted net income applicable to common stockholders

$
26,594


$
28,368


$
9,551


$
4,254Diluted net income applicable to common stockholders per common
    share:Net income

$
0.13


$
0.14


$
0.07


$
0.06Additional net income from convertible debt










0.01



Dividends on preferred stock










(0.03
)


(0.04
)Diluted net income applicable to common stockholders per common
    share

$
0.13


$
0.14


$
0.05


$
0.02Weighted average common shares outstanding


172,638,721



170,482,730



171,775,323



169,996,467Additional shares from options in the money


6,490,518



3,669,062



5,335,368



3,045,715Additional shares from Series F preferred stock


13,166,315



15,508,044







Additional shares from convertible debt


15,530,960



15,530,960







Diluted weighted average common shares outstanding


207,826,514



205,190,796



177,110,691



173,042,182   11.
    Contingencies:     17




---



##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        12.
    Supplemental
    Condensed Consolidating Financial Information:   18




---



##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING BALANCE SHEET
    As of September 30, 2007
  Non-Dobson


American


GuarantorCellular


Cellular


Subsidiaries


Parent


Eliminations


Consolidated(Unaudited)($ in thousands)ASSETSCURRENT ASSETS:Cash and cash equivalents

$
167,392


$
50,792


$
23,974


$
7,842


$



$
250,000Short-term investments














1,000







1,000Accounts receivable, net


104,618



62,438



103



18







167,177Inventory


10,279



3,339















13,618Prepaid expenses and other


16,879



8,009



30











24,918Total current assets


299,168



124,578



24,107



8,860







456,713PROPERTY, PLANT AND EQUIPMENT, net


300,816



192,309















493,125OTHER ASSETS:Net intercompany (payable) receivable


7,924



(3,349
)


54,962



707,629



(767,166
)


Restricted investments


4,375



22















4,397Wireless license acquisition costs


1,127,827



799,845



9,676



4,412







1,941,760Goodwill


47,267



623,033







1,142







671,442Deferred financing costs, net


9,294



6,770







11,173







27,237Customer list, net


4,149



11,386















15,535Other non-current assets


25,415



713



1,095



1,624,373



(1,648,373
)


3,223Total other assets


1,226,251



1,438,420



65,733



2,348,729



(2,415,539
)


2,663,594Total assets

$
1,826,235


$
1,755,307


$
89,840


$
2,357,589


$
(2,415,539
)

$
3,613,432LIABILITIES AND STOCKHOLDERS (DEFICIT) EQUITYCURRENT LIABILITIES:Accounts payable

$
87,957


$
23,435


$



$



$



$
111,392Accrued expenses


26,024



18,619















44,643Accrued interest payable


30,824



20,414







22,947







74,185Deferred revenue and customer deposits


23,514



18,721



304











42,539Accrued dividends payable














3,161







3,161Current portion of credit facilities and debt securities






11,250















11,250Total current liabilities


168,319



92,439



304



26,108







287,170OTHER LIABILITIES:Credit facilities and debt securities, net


1,601,636



1,088,796







729,681



(767,166
)


2,652,947Deferred tax liabilities (assets)


192,087



145,728



1,976



(79,444
)






260,347Deferred gain on disposition of operating assets and other
    non-current liabilities


41,543



27,054















68,597SERIES F CONVERTIBLE PREFERRED STOCK














115,205







115,205STOCKHOLDERS (DEFICIT) EQUITY


(177,350
)


401,290



87,560



1,566,039



(1,648,373
)


229,166Total liabilities and stockholders (deficit) equity

$
1,826,235


$
1,755,307


$
89,840


$
2,357,589


$
(2,415,539
)

$
3,613,432  19




---



##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING BALANCE SHEET
    As of December 31, 2006
  Non-Dobson


American


GuarantorCellular


Cellular


Subsidiaries


Parent


Eliminations


Consolidated($ in thousands)ASSETSCURRENT ASSETS:Cash and cash equivalents

$
54,094


$
36,453


$
22,966


$
3,551


$



$
117,064Short-term investments














4,959







4,959Accounts receivable, net


73,342



47,103















120,445Inventory


15,744



5,162















20,906Prepaid expenses and other


13,448



8,838



20











22,306Total current assets


156,628



97,556



22,986



8,510







285,680PROPERTY, PLANT AND EQUIPMENT, net


321,511



190,691















512,202OTHER ASSETS:Net intercompany receivable (payable)


40,426



(12,135
)


56,471



682,404



(767,166
)


Restricted investments


4,375



22















4,397Wireless license acquisition costs


1,127,303



799,835



9,677



4,412







1,941,227Goodwill


47,267



622,101







1,142







670,510Deferred financing costs, net


10,456



13,221







12,270







35,947Customer list, net


10,200



30,681















40,881Other non-current assets


26,076



596



1,236



1,624,373



(1,648,373
)


3,908Total other assets


1,266,103



1,454,321



67,384



2,324,601



(2,415,539
)


2,696,870Total assets

$
1,744,242


$
1,742,568


$
90,370


$
2,333,111


$
(2,415,539
)

$
3,494,752LIABILITIES AND STOCKHOLDERS (DEFICIT) EQUITYCURRENT LIABILITIES:Accounts payable

$
66,705


$
30,135


$



$



$



$
96,840Accrued expenses


36,968



11,728



(102
)


(14
)






48,580Accrued interest payable


12,332



39,784







13,039







65,155Deferred revenue and customer deposits


19,348



16,195



2,348











37,891Accrued dividends payable














2,375







2,375Current portion of credit facilities and debt securities






1,250















1,250Total current liabilities


135,353



99,092



2,246



15,400







252,091OTHER LIABILITIES:Credit facilities and debt securities, net of current portion


1,603,340



1,039,251







729,681



(767,166
)


2,605,106Deferred tax liabilities (assets)


168,416



155,958



1,481



(84,403
)






241,452Deferred gain on disposition of operating assets and other
    non-current liabilities


42,860



25,962















68,822SERIES F CONVERTIBLE PREFERRED STOCK














135,695







135,695STOCKHOLDERS (DEFICIT) EQUITY


(205,727
)


422,305



86,643



1,536,738



(1,648,373
)


191,586Total liabilities and stockholders (deficit) equity

$
1,744,242


$
1,742,568


$
90,370


$
2,333,111


$
(2,415,539
)

$
3,494,752  20




---



##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING STATEMENTS OF OPERATIONS
    For the Nine Months Ended September 30, 2007
  Non-Dobson


American


GuarantorCellular


Cellular


Subsidiaries


Parent


Eliminations


Consolidated(Unaudited)($ in thousands)OPERATING REVENUE:Service revenue

$
473,547


$
320,010


$



$



$



$
793,557Roaming revenue


128,561



107,929















236,490Equipment and other revenue


46,208



20,452











(9,962
)


56,698Total operating revenue


648,316



448,391











(9,962
)


1,086,745OPERATING EXPENSES:Cost of service (exclusive of depreciation and amortization
    shown separately below)


176,122



122,049











(5,787
)


292,384Cost of equipment


60,126



41,734















101,860Marketing and selling


76,375



56,197



(682
)










131,890General and administrative


87,771



69,116



30



6,014



(4,175
)


158,756Depreciation and amortization


83,045



59,690



131











142,866Gain on disposition of operating assets


(2,551
)


(2,149
)














(4,700
)Total operating expenses


480,888



346,637



(521
)


6,014



(9,962
)


823,056OPERATING INCOME


167,428



101,754



521



(6,014
)






263,689OTHER (EXPENSE) INCOME:Interest expense


(112,828
)


(71,393
)






(41,774
)


56,146



(169,849
)Loss from extinguishment of debt






(57,578
)














(57,578
)Other income, net


4,690



1,073



891



56,483



(56,146
)


6,991INCOME (LOSS) BEFORE MINORITY INTERESTS IN INCOME OF
    SUBSIDIARIES AND INCOME TAXES


59,290



(26,144
)


1,412



8,695







43,253MINORITY INTEREST IN INCOME OF SUBSIDIARIES


(7,459
)


















(7,459
)INCOME (LOSS) BEFORE INCOME TAXES


51,831



(26,144
)


1,412



8,695







35,794Income tax (expense) benefit


(23,456
)


6,824



(494
)


(4,960
)






(22,086
)NET INCOME (LOSS)

$
28,375


$
(19,320
)

$
918


$
3,735


$



$
13,708  21




---



##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING STATEMENTS OF OPERATIONS
    For the Nine Months Ended September 30, 2006
  Non-Dobson


American


GuarantorCellular


Cellular


Subsidiaries


Parent


Eliminations


Consolidated(Unaudited)($ in thousands)OPERATING REVENUE:Service revenue

$
403,072


$
268,607


$



$



$



$
671,679Roaming revenue


121,214



91,974















213,188Equipment and other revenue


44,456



17,511











(10,806
)


51,161Total operating revenue


568,742



378,092











(10,806
)


936,028OPERATING EXPENSES:Cost of service (exclusive of depreciation and amortization
    shown separately below)


155,702



96,252











(5,569
)


246,385Cost of equipment


63,645



38,622















102,267Marketing and selling


72,401



49,260



(387
)










121,274General and administrative


82,977



63,836



20







(5,237
)


141,596Depreciation and amortization


85,331



60,745



130











146,206Gain on disposition of operating assets


(2,622
)


(2,201
)














(4,823
)Total operating expenses


457,434



306,514



(237
)






(10,806
)


752,905OPERATING INCOME


111,308



71,578



237











183,123OTHER (EXPENSE) INCOME:Interest expense


(115,228
)


(72,104
)






(41,476
)


56,147



(172,661
)Loss from extinguishment of debt


(12,549
)










(168
)






(12,717
)Loss on redemption of mandatorily redeemable preferred stock














(1,482
)






(1,482
)Dividends on mandatorily redeemable preferred stock














(709
)






(709
)Other income (expense), net


5,631



(1,333
)


778



56,416



(56,147
)


5,345(LOSS) INCOME BEFORE MINORITY INTERESTS IN INCOME OF
    SUBSIDIARIES AND INCOME TAXES


(10,838
)


(1,859
)


1,015



12,581







899MINORITY INTERESTS IN INCOME OF SUBSIDIARIES


(6,980
)


















(6,980
)(LOSS) INCOME BEFORE INCOME TAXES


(17,818
)


(1,859
)


1,015



12,581







(6,081
)Income tax benefit (expense)


12,331



1,273



(368
)


3,884







17,120NET (LOSS) INCOME

$
(5,487
)

$
(586
)

$
647


$
16,465


$



$
11,039  22




---



##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING STATEMENTS OF CASH FLOWS
    For the Nine Months Ended September 30, 2007
  Non-Dobson


American


GuarantorCellular


Cellular


Subsidiaries


Parent


Eliminations


Consolidated(Unaudited)($ in thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)

$
28,375


$
(19,320
)

$
918


$
3,735


$



$
13,708Adjustments to reconcile net income (loss) to net cash provided
    by operating activities, net of effects of
    acquisitions Depreciation and amortization


83,045



59,690



131











142,866Amortization of bond discounts and premiums and deferred
    financing costs


(189
)


2,133







1,109







3,053Deferred income taxes


22,918



(8,363
)


494



4,960







20,009Loss from extinguishment of debt






57,578















57,578Gain on disposition of operating assets


(2,551
)


(2,149
)














(4,700
)Share-based compensation














6,452







6,452Other operating activities


8,032



21















8,053Changes in current assets and liabilities  Accounts
    receivable


(31,277
)


(15,335
)


(102
)


(18
)






(46,732
)Inventory


5,465



1,823















7,288Prepaid expenses and other


(2,677
)


(1,417
)


(10
)










(4,104
)Accounts payable


21,252



(6,700
)














14,552Accrued expenses


7,549



(12,479
)


102



9,920







5,092Deferred revenue and customer deposits


4,166



2,526



(2,044
)










4,648Net cash provided by (used in) operating activities


144,108



58,008



(511
)


26,158







227,763CASH FLOWS FROM INVESTING ACTIVITIES:Capital expenditures


(57,121
)


(42,214
)














(99,335
)Decrease (increase) in receivable-affiliates


33,239



(9,523
)


1,509



(25,225
)






Sales of short-term investments














3,959







3,959Other investing activities


144



865



10











1,019Net cash (used in) provided by investing activities


(23,738
)


(50,872
)


1,519



(21,266
)






(94,357
)CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from credit facilities and debt securities






900,000















900,000Repayments and repurchases of credit facilities and debt
    securities






(841,220
)














(841,220
)Distributions to minority interest holders


(6,719
)


















(6,719
)Preferred stock dividends














(4,072
)






(4,072
)Debt financing costs


(353
)


(5,490
)






(12
)






(5,855
)Debt securities tender premium






(46,785
)














(46,785
)Other financing activities






698







3,483







4,181Net cash (used in) provided by financing activities


(7,072
)


7,203







(601
)






(470
)NET INCREASE IN CASH AND CASH EQUIVALENTS


113,298



14,339



1,008



4,291







132,936CASH AND CASH EQUIVALENTS, beginning of period


54,094



36,453



22,966



3,551







117,064CASH AND CASH EQUIVALENTS, end of period

$
167,392


$
50,792


$
23,974


$
7,842


$



$
250,000  23




---



##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING STATEMENTS OF CASH FLOWS
    For the Nine Months Ended September 30, 2006
  Non-Dobson


American


GuarantorCellular


Cellular


Subsidiaries


Parent


Eliminations


Consolidated(Unaudited)($ in thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net (loss) income

$
(5,487
)

$
(586
)

$
647


$
16,465


$



$
11,039Adjustments to reconcile net (loss) income to net cash provided
    by operating activities, net of effects of
    acquisitions Depreciation and amortization


85,331



60,745



130











146,206Amortization of bond discounts and deferred financing costs


746



2,554







1,103







4,403Deferred income taxes


(12,280
)


(1,873
)


369



(3,885
)






(17,669
)Mandatorily redeemable preferred stock dividends














709







709Loss on redemption of mandatorily redeemable preferred stock














1,482







1,482Loss from extinguishment of debt


12,549











168







12,717Gain on disposition of operating assets


(2,622
)


(2,201
)














(4,823
)Share-based compensation














5,464







5,464Other operating activities


6,971



35















7,006Changes in current assets and liabilities Accounts receivable


679



(4,537
)


(17
)










(3,875
)Inventory


(3,664
)


1,076















(2,588
)Prepaid expenses and other


(5,063
)


(1,350
)


(20
)










(6,433
)Accounts payable


(33,771
)


3,326















(30,445
)Accrued expenses


20,212



(23,285
)


(17
)


10,370







7,280Deferred revenue and customer deposits


1,695



1,575



1,357











4,627Net cash provided by operating activities


65,296



35,479



2,449



31,876







135,100CASH FLOWS FROM INVESTING ACTIVITIES:Capital expenditures


(76,510
)


(40,030
)














(116,540
)Purchase of wireless licenses and properties


(9,616
)


(35,595
)














(45,211
)Deposit on FCC licenses






(17,000
)














(17,000
)(Increase) decrease in receivable-affiliates


(8,433
)


(2,607
)


(202
)


11,242







Purchase of short-term investments


(1,970
)










(3,383
)






(5,353
)Other investing activities


488



(718
)


(42
)










(272
)Net cash (used in) provided by investing activities


(96,041
)


(95,950
)


(244
)


7,859







(184,376
)CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from credit facilities and debt securities


262,500



100,000















362,500Repurchases of debt securities


(241,989
)


















(241,989
)Distributions to minority interest holders


(7,145
)


















(7,145
)Redemption of mandatorily redeemable preferred stock














(41,683
)






(41,683
)Preferred stock dividends paid














(4,071
)






(4,071
)Deferred financing costs


(2,873
)


(2,013
)






(233
)






(5,119
)Issuance of common stock and other financing activities














3,149







3,149Net cash provided by (used in) financing activities


10,493



97,987







(42,838
)






65,642NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS


(20,252
)


37,516



2,205



(3,103
)






16,366CASH AND CASH EQUIVALENTS, beginning of period


89,814



76,611



21,874



8,151







196,450CASH AND CASH EQUIVALENTS, end of period

$
69,562


$
114,127


$
24,079


$
5,048


$



$
212,816  24




---



##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  13.
    Acquisition
    of the Company by AT&T:              Hart-Scott-Rodino
 25




---



##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  The following discussion and analysis presents factors that
    we believe are relevant to an assessment and understanding of
    our condensed consolidated financial position and results of
    operations. This financial and business analysis should be read
    in conjunction with our December 31, 2006 consolidated
    financial statements included in our Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2006 and our
    condensed consolidated financial statements and the related
    notes included in Item 1.
  OVERVIEW
      Form 10-Q
  ACQUISITION
    OF THE COMPANY BY AT&T
             26




---



##### Table of Contents



CRITICAL
    ACCOUNTING POLICIES AND PRACTICES
  Form 10-K
    RECENTLY
    ADOPTED ACCOUNTING PRONOUNCEMENTS
  Income
    Tax Uncertainties
    and/or
     27




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Deferred
    Tax Assets
          ACQUISITIONS
   28




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FCC
    Auction 66
    Acquisition
    of Highland Cellular LLC
      Acquisitions
    in Alaska
      Acquisition
    of Texas 15 RSA
     29




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RESULTS
    OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30,
    2007 AND SEPTEMBER 30, 2006
  Key
    Operating Data
    Three Months Ended


Nine Months EndedSeptember 30,


September 30,2007


2006


2007


2006Market population(1)


12,672,900



12,052,700



12,672,900



12,052,700Ending customers


1,767,600



1,588,600



1,767,600



1,588,600Market penetration(2)


14.0
%


13.2
%


14.0
%


13.2
%Gross customer additions


186,500



139,500



477,800



392,700Average customers


1,743,500



1,575,100



1,701,500



1,556,800Average monthly service revenue per customer(3)

$
53


$
49


$
52


$
48Average monthly post-paid churn(4)


2.0
%


1.9
%


1.9
%


2.0
%     (1)
    
    Represents the population in our licensed areas for the period
    indicated. The results are based upon the population estimates
    provided by the United States Census Bureau, adjusted to exclude
    those portions of our RSAs and metropolitan statistical areas,
    or MSAs, not covered by our licenses.(2)
    
    Market penetration is calculated by dividing ending customers by
    market population.(3)
    
    ARPU is calculated by dividing service revenue by average
    customers and dividing by the number of months in the period. We
    exclude roaming revenue from this calculation, since roaming
    revenue is not derived from our customers.(4)
    
    Average monthly post-paid churn represents the percentage of the
    post-paid customers that deactivate service each month. The
    calculation divides the total post-paid deactivations during the
    period by the average post-paid customers for the period. 30




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Results
    of Operations
    Percentage ChangeThree Months


Nine MonthsThree Months Ended


Nine Months Ended


Ended


EndedSeptember 30,


September 30,


September 30,


September 30,2007


2006


2007


2006


07 vs. 06


07 vs. 06($ in thousands)


($ in thousands)Operating Revenue:Service revenue

$
274,831


$
232,324


$
793,557


$
671,679



18.3
%


18.1
%Roaming revenue


98,015



87,365



236,490



213,188



12.2
%


10.9
%Equipment and other revenue


19,310



16,681



56,698



51,161



15.8
%


10.8
%Total operating revenue


392,156



336,370



1,086,745



936,028



16.6
%


16.1
%Operating Expenses:Cost of service (exclusive of depreciation and amortization
    shown separately below)


102,214



88,809



292,384



246,385



15.1
%


18.7
%Cost of equipment


33,815



33,152



101,860



102,267



2.0
%


(0.4
)%Marketing and selling


43,548



42,155



131,890



121,274



3.3
%


8.8
%General and administrative


59,105



47,527



158,756



141,596



24.4
%


12.1
%Depreciation and amortization


44,234



47,776



142,866



146,206



(7.4
)%


(2.3
)%Gain on disposition of operating assets


(1,567
)


(1,566
)


(4,700
)


(4,823
)



*



*Total operating expenses


281,349



257,853



823,056



752,905



9.1
%


9.3
%Operating income


110,807



78,517



263,689



183,123



41.1
%


44.0
%Interest expense


(55,762
)


(57,840
)


(169,849
)


(172,661
)


(3.6
)%


(1.6
)%Loss from extinguishment of debt










(57,578
)


(12,717
)



*



*Loss on redemption of mandatorily redeemable preferred stock














(1,482
)



*



*Dividends on mandatorily redeemable preferred stock














(709
)



*



*Other income, net


2,946



1,810



6,991



5,345



62.8
%


30.8
%Minority interest in income of subsidiaries


(2,724
)


(2,447
)


(7,459
)


(6,980
)


11.3
%


6.9
%Income tax (expense) benefit


(29,063
)


7,939



(22,086
)


17,120




*



*Net income

$
26,204


$
27,979


$
13,708


$
11,039



(6.3
)%


24.2
%     *
    
    Calculation is not meaningful.  Customers
   31




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line-up
    Operating
    Revenue
    Service
    Revenue
      Roaming
    Revenue
   32




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T-Mobile
    Equipment
    and Other Revenue
      Operating
    Expenses
    Cost of
    Service
   33




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off-network
    Three Months Ended September 30,


Nine Months Ended September 30,2007


2006


2007


2006Amount


Percentage


Amount


Percentage


Amount


Percentage


Amount


Percentage($ in thousands)








($ in thousands)Network and other operating costs

$
73,658



72.1
%

$
66,466



74.8
%

$
211,434



72.3
%

$
185,043



75.1
%Roaming costs


28,556



27.9
%


22,343



25.2
%


80,950



27.7
%


61,342



24.9
%Total cost of service

$
102,214



100.0
%

$
88,809



100.0
%

$
292,384



100.0
%

$
246,385



100.0
%       Cost of
    Equipment
      Marketing
    and Selling Costs
    ®
 34




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® ®
  General
    and Administrative Costs
      Depreciation
    and Amortization
    Gain on
    Disposition of Operating Assets
    Non-Operating
    Results
  Interest
    Expense
    Loss from
    Extinguishment of Debt
   35




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Loss on
    Redemption of Mandatorily Redeemable Preferred Stock
    Dividends
    on Mandatorily Redeemable Preferred Stock
    LIQUIDITY
    AND CAPITAL RESOURCES
      Working
    Capital and Net Cash Flow
  September 30,


December 31,


Percentage2007


2006


Change($ in thousands)Cash and cash equivalents

$
250,000


$
117,064



113.6
%Short-term investments


1,000



4,959



(79.8
)%Other current assets


205,713



163,657



25.7
%Total current assets


456,713



285,680



59.9
%Current liabilities


287,170



252,091



13.9
%Working capital

$
169,543


$
33,589



404.8
%Ratio of current assets to current liabilities


1.6:1



1.1:1    36




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Form 10-K
  Capital
    Resources
  Credit
    facilities
  ACC
    Senior Secured Credit Facility
    
    A 7-year
    $900.0 million senior secured single draw term loan
    facility;
    A 7-year
    $75.0 million senior secured delayed draw term loan
    facility; and
    A 5-year
    $75.0 million senior secured revolving credit facility.       37




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18-month
    
    make capital expenditures;
    sell or dispose of assets;
    incur additional debt;
    create liens;
    merge with or acquire other companies;
    pay dividends;
    engage in transactions with affiliates;
    make loans, investments, advances or stock repurchases;
    prepay certain debt;
    amend certain material agreements; and
    undergo a change of control.     38




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DCS
    Senior Secured Credit Facility
            
    make capital expenditures;
    sell or dispose of assets;
    incur additional debt;
    create liens;
    merge with or acquire other companies;
    engage in transactions with affiliates, including dividend
    restrictions; and
    make loans, advances or stock repurchases.  Debt
    Securities
  ACC
    10.0% Senior Notes
      
    incur indebtedness;
    incur or assume liens;
    pay dividends or make other restricted payments;
    impose dividend or other payment restrictions affecting our
    restricted subsidiaries;
    issue and sell capital stock of our restricted subsidiaries;
    issue certain capital stock;
    issue guarantees of indebtedness; 39




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
    enter into transactions with affiliates;
    sell assets;
    engage in un-permitted lines of business;
    enter into sale and leaseback transactions; and
    merge or consolidate with or transfer substantial assets to
    another entity.      Senior
    Convertible Debentures
  Hart-Scott-Rodino
  Preferred
    Stock
     40




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Capital
    Expenditures
      Contractual
    Obligations
      Form 10-K
 41




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FORWARD-LOOKING
    STATEMENTS
    Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk      Item 4.
    Controls
    and Procedures  Rules 13a-15(e) 15d-15(e)
   42




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PART II.
    OTHER INFORMATION
  Item 1.
    Legal
    Proceedings          Item 1A.
    Risk
    Factors  Form 10-K
  There
    are risks and uncertainties associated with our proposed
    acquisition by AT&T.
      Our
    business could be adversely impacted as a result of uncertainty
    related to the proposed acquisition by AT&T.
    
    our employees may experience uncertainty about their future
    roles at the Company, which might adversely affect our ability
    to retain and hire key managers and other employees;
    customers and suppliers may experience uncertainty about the
    Companys future and may seek alternative business
    relationships with third parties or seek to alter their business
    relationships with the Company; and
    the attention of our management may be directed to
    transaction-related considerations and may be diverted from the
    day-to-day operations of our business. 43




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Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds    Item 3.
    Defaults
    Upon Senior Securities    Item 4.
    Submission
    of Matters to a Vote of Security Holders    Item 5.
    Other
    Information    Item 6.
    Exhibits    Exhibit



Method ofNumbers

Description

Filing31
.1

Rule 13a-14(a)
    Certification by our principal executive officer.


(1)31
.2

Rule 13a-14(a)
    Certification by our principal financial officer.


(1)32
.1

Section 1350 Certification by our principal executive
    officer.


(1)32
.2

Section 1350 Certification by our principal financial
    officer.


(1)     (1)
    
    Filed herewith. 44




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SIGNATURES
      Date: November 9, 2007

/s/  Steven
    P. DussekSteven
    P. DussekChief Executive Officer and Director
    (principal executive officer)Date: November 9, 2007

/s/  Bruce
    R. KnooihuizenBruce
    R. KnooihuizenExecutive Vice President and Chief Financial Officer
    (principal financial officer)  45




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INDEX TO
    EXHIBITS
  Exhibit



Method ofNumbers

Description

Filing31
.1

Rule 13a-14(a)
    Certification by our principal executive officer.


(1)31
.2

Rule 13a-14(a)
    Certification by our principal financial officer.


(1)32
.1

Section 1350 Certification by our principal executive
    officer.


(1)32
.2

Section 1350 Certification by our principal financial
    officer.


(1)     (1)
    
    Filed herewith. 46