##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, 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
    June 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




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##### 



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 June 30, 2007 and
    December 31, 2006


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


3Condensed
    Consolidated Statement of Stockholders Equity for the Six
    Months Ended June 30, 2007


4Condensed
    Consolidated Statements of Cash Flows for the Six Months Ended
    June 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


404


Controls and
    Procedures


41PART II. OTHER
    INFORMATION1


Legal
    Proceedings


411A


Risk
    Factors


422


Unregistered Sales
    of Equity Securities and Use of Proceeds


423


Defaults Upon
    Senior Securities


424


Submission of
    Matters to a Vote of Security Holders


435


Other
    Information


436


Exhibits


44Employment Agreement - R. Thomas MorganEmployment Agreement - Thomas K. RobertsEmployment Agreement - Trent W. LeForceRule 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
  June 30,


December 31,2007


2006(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents

$
131,744,740


$
117,063,914Short-term investments


2,816,083



4,959,012Accounts receivable, net


149,161,731



120,444,702Inventory


15,076,803



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


9,525,475



9,520,000Prepaid expenses and other


17,984,567



12,786,577Total current assets


326,309,399



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


511,063,122



512,201,828OTHER ASSETS:Restricted investments


4,397,000



4,397,000Wireless license acquisition costs


1,941,758,480



1,941,226,745Goodwill


671,441,884



670,510,237Deferred financing costs, net of
    accumulated amortization of $10,884,771 in 2007 and $14,881,760
    in 2006


28,378,087



35,946,611Customer list, net of accumulated
    amortization of $91,836,523 in 2007 and $87,783,786 in 2006


21,828,526



40,881,264Other non-current assets


2,838,613



3,907,944Total other assets


2,670,642,590



2,696,869,801Total assets

$
3,508,015,111


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

$
96,312,168


$
96,840,064Accrued expenses


44,422,802



48,579,970Accrued interest payable


37,976,795



65,155,399Deferred revenue and customer
    deposits


43,940,794



37,890,782Accrued dividends payable


2,374,669



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


9,000,000



1,250,000Total current liabilities


234,027,228



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


2,655,509,963



2,605,105,934Deferred tax liabilities
    (Note 9)


233,398,064



241,451,899Minority interest


6,810,108



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


60,405,794



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


135,695,389



135,695,389STOCKHOLDERS EQUITY:Class A common stock,
    $.001 par value, 325,000,000 shares authorized and
    152,416,939 shares issued at June 30, 2007 and
    151,556,978 shares issued at December 31, 2006


152,417



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






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






Paid-in capital


1,448,911,706



1,441,402,795Accumulated deficit


(1,266,552,697
)


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


(362,279
)


(1,663
)Total stockholders equity


182,168,565



191,585,972Total liabilities and
    stockholders equity

$
3,508,015,111


$
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 June 30,


Six Months Ended June 30,2007


2006


2007


2006(Unaudited)


(Unaudited)OPERATING REVENUE:Service revenue

$
264,781,404


$
223,260,119


$
518,726,101


$
439,355,020Roaming revenue


76,524,289



71,042,806



138,474,873



125,823,178Equipment and other revenue


18,863,332



17,756,223



37,388,062



34,479,977Total operating revenue


360,169,025



312,059,148



694,589,036



599,658,175OPERATING EXPENSES:Cost of service (exclusive of
    depreciation and amortization shown separately below)


96,933,064



81,502,597



190,170,245



157,575,677Cost of equipment


34,252,836



36,544,925



68,045,079



69,114,456Marketing and selling


45,496,481



39,996,092



88,341,747



79,119,162General and administrative


51,095,849



46,744,559



99,650,897



94,069,097Depreciation and amortization


48,452,924



48,155,039



98,632,236



98,430,221Gain on disposition of operating
    assets


(1,566,544
)


(1,593,346
)


(3,133,087
)


(3,256,806
)Total operating expenses


274,664,610



251,349,866



541,707,117



495,051,807OPERATING INCOME


85,504,415



60,709,282



152,881,919



104,606,368OTHER (EXPENSE) INCOME:Interest expense


(55,401,449
)


(57,414,087
)


(114,086,847
)


(114,820,764
)Loss from extinguishment of debt
    (Note 7)


(55,623
)


(12,660,481
)


(57,578,235
)


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






(37,073
)






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














(709,574
)Other income, net


2,469,405



1,636,374



4,044,560



3,535,078INCOME (LOSS) BEFORE MINORITY
    INTERESTS IN INCOME OF SUBSIDIARIES AND INCOME TAXES


32,516,748



(7,765,985
)


(14,738,603
)


(21,588,346
)Minority interest in income of
    subsidiaries


(2,435,965
)


(2,168,312
)


(4,734,651
)


(4,532,525
)INCOME (LOSS) BEFORE INCOME TAXES


30,080,783



(9,934,297
)


(19,473,254
)


(26,120,871
)Income tax (expense) benefit


(11,978,360
)


3,892,382



6,977,554



9,181,437NET INCOME (LOSS)


18,102,423



(6,041,915
)


(12,495,700
)


(16,939,434
)DIVIDENDS ON PREFERRED STOCK


(2,035,431
)


(2,374,670
)


(4,070,862
)


(4,749,339
)NET INCOME (LOSS) APPLICABLE TO
    COMMON STOCKHOLDERS

$
16,066,992


$
(8,416,585
)

$
(16,566,562
)

$
(21,688,773
)BASIC NET INCOME (LOSS) APPLICABLE
    TO COMMON STOCKHOLDERS PER COMMON SHARE

$
0.09


$
(0.05
)

$
(0.10
)

$
(0.13
)BASIC WEIGHTED AVERAGE COMMON
    SHARES OUTSTANDING


171,563,025



170,100,621



171,336,469



169,749,306DILUTED NET INCOME (LOSS)
    APPLICABLE TO COMMON STOCKHOLDERS PER COMMON SHARE

$
0.09


$
(0.05
)

$
(0.10
)

$
(0.13
)DILUTED WEIGHTED AVERAGE COMMON
    SHARES OUTSTANDING


189,285,064



170,100,621



171,336,469



169,749,306    3




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##### Table of Contents



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


Class B








Other


TotalComprehensive


Common Stock


Common Stock


Paid-In


Accumulated


Comprehensive


StockholdersLoss


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 loss


(12,495,700
)






















(12,495,700
)






(12,495,700
)Unrealized gain on investment


119



























119



119Cash flow hedging derivatives, net
    of tax


(360,735
)


























(360,735
)


(360,735
)Total comprehensive loss

$
(12,857,979
)Series F preferred stock
    dividends


























(4,070,862
)






(4,070,862
)Share-based compensation






















4,253,985











4,253,985Issuance of common stock






797,635



860











3,254,926











3,255,786JUNE 30, 2007






152,354,613


$
152,417



19,418,021


$
19,418


$
1,448,911,706


$
(1,266,552,697
)

$
(362,279
)

$
182,168,565    4




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##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
  For the Six MonthsEnded June 30,2007


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

$
(12,495,700
)

$
(16,939,434
)Adjustments to reconcile net loss
    to net cash provided by operating activities, net of effects of
    acquisitions Depreciation and amortization


98,632,236



98,430,221Amortization of bond discounts and
    premiums and deferred financing costs


2,081,603



3,222,310Deferred income taxes


(7,838,214
)


(9,181,436
)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


(3,133,087
)


(3,256,806
)Share-based compensation


4,253,985



3,686,358Other operating activities


5,247,270



4,931,702Changes in current assets and
    liabilities Accounts receivable


(28,717,029
)


6,940,393Inventory


5,829,622



(11,845,384
)Prepaid expenses and other


(5,797,990
)


(6,865,706
)Accounts payable


(527,896
)


(12,279,159
)Accrued expenses


(31,335,772
)


(1,056,733
)Deferred revenue and customer
    deposits


6,050,012



5,541,897Net cash provided by operating
    activities


89,827,275



76,237,251CASH FLOWS FROM INVESTING
    ACTIVITIES:Capital expenditures


(79,290,550
)


(81,391,937
)Purchase of wireless licenses and
    properties


(339,476
)


(42,284,619
)Proceeds from the sale of assets


1,024,156



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


2,143,048



(1,965,210
)Other investing activities


458,407



(225,597
)Net cash used in investing
    activities


(76,004,415
)


(125,855,534
)CASH FLOWS FROM FINANCING
    ACTIVITIES:Proceeds from credit facilities
    and debt securities


900,000,000



262,500,000Repayments and repurchases of
    credit facilities and debt securities


(841,219,500
)


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


(4,389,673
)


(5,371,966
)Redemption of mandatorily
    redeemable preferred stock






(41,682,819
)Preferred stock dividends paid


(4,070,862
)


(4,070,762
)Debt financing costs


(5,711,278
)


(2,752,816
)Debt securities tender premium


(46,785,491
)


Issuance of common stock and other
    financing activities


3,034,770



2,896,487Net cash provided by (used in)
    financing activities


857,966



(30,471,042
)NET INCREASE (DECREASE) IN CASH
    AND CASH EQUIVALENTS


14,680,826



(80,089,325
)CASH AND CASH EQUIVALENTS,
    beginning of period


117,063,914



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

$
131,744,740


$
116,360,719SUPPLEMENTAL DISCLOSURES OF CASH
    FLOW INFORMATION:Cash paid for Interest

$
138,542,194


$
112,037,960Income taxes

$
576,552


$
552,179    5




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##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES 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:        Six MonthsEnded June 30,2007


2006Expected term (in years)


6



6Weighted average expected
    volatility


80.5
%


124.2
%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


(797,635
)

$
3.56Forfeited or expired


(59,659
)

$
6.92Outstanding, end of period


12,540,006


$
4.61



7


$
81,447,541Vested and expected to vest


11,722,397


$
4.48



7


$
77,863,602Exercisable, end of period


7,065,310


$
3.37



6


$
54,709,299     (1)
    
    Calculated using the closing stock price of $11.11 on
    June 29, 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


(1,877,253
)

$
3.20Forfeited


(59,659
)

$
5.73Non-vested, end of period


5,474,696


$
5.02         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:      June 30,


December 31,2007


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

$
1,351,172


$
1,273,874Accumulated depreciation


(840,109
)


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

$
511,063


$
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:    June 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


260,038



261,17410.0% ACC senior notes


185,718



900,000Other debt securities, net


16,323



15,813Total credit facilities and debt
    securities


2,664,510



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


9,000



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

$
2,655,510


$
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;
    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; 13




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##### Table of Contents



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


MandatoryJune 30,


June 30,


December 31,


Par Value




Preference


Redemption

VotingClass

2007


2007


2006


per Share


Dividends

per Share


Date

RightsSeries F


1,900,000



759,896



759,896


$
1.00


6% Cumulative

$
178.571


Aug. 18, 2016


Non-votingOther


4,100,000























6,000,000



759,896



759,896   Redemption
    of Senior Exchangeable Preferred Stock
   14




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##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Dividends
    on Preferred Stock
        Redemption
    of Series F Convertible Preferred Stock
    9.
    Deferred
    Tax Assets:     15




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##### Table of Contents



DOBSON
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      10.
    Earnings
    Per Share:    Three Months Ended June 30,


Six Months Ended June 30,2007


2006


2007


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

$
18,102


$
(6,042
)

$
(12,496
)

$
(16,940
)Dividends on preferred stock


(2,035
)


(2,375
)


(4,071
)


(4,749
)Net income (loss) applicable to
    common stockholders

$
16,067


$
(8,417
)

$
(16,567
)

$
(21,689
)Basic net income (loss) applicable
    to common stockholders per common share:Net income (loss)

$
0.10


$
(0.04
)

$
(0.07
)

$
(0.10
)Dividends on preferred stock


(0.01
)


(0.01
)


(0.03
)


(0.03
)Basic net income (loss) applicable
    to common stockholders per common share

$
0.09


$
(0.05
)

$
(0.10
)

$
(0.13
)Basic weighted average common
    shares outstanding


171,563,025



170,100,621



171,336,469



169,749,306 16




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##### Table of Contents



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


Six Months Ended June 30,2007


2006


2007


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

$
18,102


$
(6,042
)

$
(12,496
)

$
(16,940
)Additional net income from
    convertible debt


390











Diluted net income (loss)


18,492



(6,042
)


(12,496
)


(16,940
)Dividends on preferred stock


(2,035
)


(2,375
)


(4,071
)


(4,749
)Diluted net income (loss)
    applicable to common stockholders

$
16,457


$
(8,417
)

$
(16,567
)

$
(21,689
)Diluted net income (loss)
    applicable to common stockholders per common share:Net income (loss)

$
0.10


$
(0.04
)

$
(0.07
)

$
(0.10
)Additional net income from
    convertible debt














Dividends on preferred stock


(0.01
)


(0.01
)


(0.03
)


(0.03
)Diluted net income (loss)
    applicable to common stockholders per common share

$
0.09


$
(0.05
)

$
(0.10
)

$
(0.13
)Weighted average common shares
    outstanding


171,563,025



170,100,621



171,336,469



169,749,306Additional shares from options in
    the money


2,191,079











Additional shares from convertible
    debt


15,530,960











Diluted weighted average common
    shares outstanding


189,285,064



170,100,621



171,336,469



169,749,306   11.
    Contingencies:      and/or and/or
   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 June 30, 2007
  Non-Dobson


American


GuarantorCellular


Cellular


Subsidiaries


Parent


Eliminations


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

$
78,905


$
23,289


$
23,646


$
5,905


$



$
131,745Short-term investments














2,816







2,816Accounts receivable, net


95,284



53,734



121



22







149,161Inventory


11,104



3,973















15,077Prepaid expenses and other


18,718



8,792















27,510Total current assets


204,011



89,788



23,767



8,743







326,309PROPERTY, PLANT AND EQUIPMENT, net


316,457



194,606















511,063OTHER ASSETS:Net intercompany receivable
    (payable)


19,202



(4,410
)


56,434



695,940



(767,166
)


Restricted investments


4,375



22















4,397Wireless license acquisition costs


1,127,827



799,843



9,677



4,412







1,941,759Goodwill


47,268



623,032







1,142







671,442Deferred financing costs, net


9,809



7,027







11,542







28,378Customer list, net


5,381



16,448















21,829Other non-current assets


25,093



607



1,138



1,624,373



(1,648,373
)


2,838Total other assets


1,238,955



1,442,569



67,249



2,337,409



(2,415,539
)


2,670,643Total assets

$
1,759,423


$
1,726,963


$
91,016


$
2,346,152


$
(2,415,539
)

$
3,508,015LIABILITIES AND
    STOCKHOLDERS (DEFICIT) EQUITYCURRENT LIABILITIES:Accounts payable

$
70,047


$
26,265


$



$



$



$
96,312Accrued expenses


25,495



18,928















44,423Accrued interest payable


12,331



12,653







12,993







37,977Deferred revenue and customer
    deposits


23,294



18,399



2,248











43,941Accrued dividends payable














2,374







2,374Current portion of credit
    facilities and debt securities






9,000















9,000Total current liabilities


131,167



85,245



2,248



15,367







234,027OTHER LIABILITIES:Credit facilities and debt
    securities, net of current portion


1,602,204



1,090,791







729,681



(767,166
)


2,655,510Deferred tax liabilities


176,618



136,105



1,707



(81,032
)






233,398Deferred gain on disposition of
    operating assets and other long-term liabilities


41,834



25,382















67,216SERIES F CONVERTIBLE PREFERRED
    STOCK














135,695







135,695STOCKHOLDERS (DEFICIT) EQUITY


(192,400
)


389,440



87,061



1,546,441



(1,648,373
)


182,169Total liabilities and
    stockholders (deficit) equity

$
1,759,423


$
1,726,963


$
91,016


$
2,346,152


$
(2,415,539
)

$
3,508,015  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


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 Six Months Ended June 30, 2007
  Non-Dobson


American


GuarantorCellular


Cellular


Subsidiaries


Parent


Eliminations


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

$
308,962


$
209,764


$



$



$



$
518,726Roaming revenue


75,482



62,993















138,475Equipment and other revenue


30,614



13,416











(6,642
)


37,388Total operating revenue


415,058



286,173











(6,642
)


694,589OPERATING EXPENSES:Cost of service (exclusive of
    depreciation and amortization shown separately below)


114,406



79,622











(3,858
)


190,170Cost of equipment


40,549



27,496















68,045Marketing and selling


51,175



37,334



(167
)










88,342General and administrative


57,807



44,608



20







(2,784
)


99,651Depreciation and amortization


57,090



41,455



87











98,632Gain on disposition of operating
    assets


(1,701
)


(1,432
)














(3,133
)Total operating expenses


319,326



229,083



(60
)






(6,642
)


541,707OPERATING INCOME


95,732



57,090



60











152,882OTHER (EXPENSE) INCOME:Interest expense


(74,970
)


(48,533
)






(27,809
)


37,225



(114,087
)Loss from extinguishment of debt






(57,578
)














(57,578
)Other income (expense), net


5,904



(2,662
)


583



37,445



(37,225
)


4,045INCOME (LOSS) BEFORE MINORITY
    INTERESTS IN INCOME OF SUBSIDIARIES AND INCOME TAXES


26,666



(51,683
)


643



9,636







(14,738
)MINORITY INTEREST IN INCOME OF
    SUBSIDIARIES


(4,735
)


















(4,735
)INCOME (LOSS) BEFORE INCOME TAXES


21,931



(51,683
)


643



9,636







(19,473
)Income tax (expense) benefit


(8,604
)


19,179



(225
)


(3,373
)






6,977NET INCOME (LOSS)

$
13,327


$
(32,504
)

$
418


$
6,263


$



$
(12,496
)  21




---



##### Table of Contents



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


American


GuarantorCellular


Cellular


Subsidiaries


Parent


Eliminations


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

$
262,361


$
176,994


$



$



$



$
439,355Roaming revenue


73,345



52,478















125,823Equipment and other revenue


29,755



11,928











(7,203
)


34,480Total operating revenue


365,461



241,400











(7,203
)


599,658OPERATING EXPENSES:Cost of service (exclusive of
    depreciation and amortization shown separately below)


100,684



60,604











(3,712
)


157,576Cost of equipment


42,969



26,146















69,115Marketing and selling


47,394



32,062



(337
)










79,119General and administrative


55,058



42,492



10







(3,491
)


94,069Depreciation and amortization


56,942



41,402



86











98,430Gain on disposition of operating
    assets


(1,772
)


(1,485
)














(3,257
)Total operating expenses


301,275



201,221



(241
)






(7,203
)


495,052OPERATING INCOME


64,186



40,179



241











104,606OTHER (EXPENSE) INCOME:Interest expense


(76,996
)


(47,564
)






(27,486
)


37,225



(114,821
)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


3,601



(741
)


491



37,409



(37,225
)


3,535(LOSS) INCOME BEFORE MINORITY
    INTERESTS IN INCOME OF SUBSIDIARIES AND INCOME TAXES


(21,758
)


(8,126
)


732



7,564







(21,588
)MINORITY INTEREST IN INCOME OF
    SUBSIDIARIES


(4,533
)


















(4,533
)(LOSS) INCOME BEFORE INCOME TAXES


(26,291
)


(8,126
)


732



7,564







(26,121
)Income tax benefit (expense)


9,953



3,057



(269
)


(3,560
)






9,181NET (LOSS) INCOME

$
(16,338
)

$
(5,069
)

$
463


$
4,004


$



$
(16,940
)  22




---



##### Table of Contents



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


American


GuarantorCellular


Cellular


Subsidiaries


Parent


Eliminations


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

$
13,327


$
(32,504
)

$
418


$
6,263


$



$
(12,496
)Adjustments to reconcile net income
    (loss) to net cash provided by operating activities, net of
    effects of acquisitions Depreciation and amortization


57,090



41,455



87











98,632Amortization of bond discounts and
    premiums and deferred financing costs


(136
)


1,478







739







2,081Deferred income taxes


8,202



(19,638
)


225



3,373







(7,838
)Loss from extinguishment of debt






57,578















57,578Gain on disposition of operating
    assets


(1,701
)


(1,432
)














(3,133
)Share-based compensation














4,254







4,254Other operating activities


5,147



101















5,248Changes in current assets and
    liabilities Accounts receivable


(21,942
)


(6,631
)


(121
)


(23
)






(28,717
)Inventory


4,640



1,190















5,830Prepaid expenses and other


(5,269
)


(549
)


20











(5,798
)Accounts payable


3,343



(3,871
)














(528
)Accrued expenses


(11,474
)


(19,931
)


102



(33
)






(31,336
)Deferred revenue and customer
    deposits


3,945



2,204



(99
)










6,050Net cash provided by operating
    activities


55,172



19,450



632



14,573







89,827CASH FLOWS FROM INVESTING
    ACTIVITIES:Capital expenditures


(47,251
)


(32,040
)














(79,291
)Decrease (increase) in
    receivable-affiliates


21,173



(7,675
)


37



(13,535
)






Sales of short-term investments














2,143







2,143Other investing activities


460



673



11











1,144Net cash (used in) provided by
    investing activities


(25,618
)


(39,042
)


48



(11,392
)






(76,004
)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


(4,390
)


















(4,390
)Preferred stock dividends paid














(4,071
)






(4,071
)Debt financing costs


(353
)


(5,346
)






(12
)






(5,711
)Debt securities tender premium






(46,785
)














(46,785
)Other financing activities






(221
)






3,256







3,035Net cash (used in) provided by
    financing activities


(4,743
)


6,428







(827
)






858NET INCREASE (DECREASE) IN CASH AND
    CASH EQUIVALENTS


24,811



(13,164
)


680



2,354







14,681CASH AND CASH EQUIVALENTS,
    beginning of period


54,094



36,453



22,966



3,551







117,064CASH AND CASH EQUIVALENTS, end of
    period

$
78,905


$
23,289


$
23,646


$
5,905


$



$
131,745  23




---



##### Table of Contents



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


American


GuarantorCellular


Cellular


Subsidiaries


Parent


Eliminations


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

$
(16,338
)

$
(5,069
)

$
463


$
4,004


$



$
(16,940
)Adjustments to reconcile net (loss)
    income to net cash provided by operating activities, net of
    effects of acquisitions Depreciation and amortization


56,942



41,402



86











98,430Amortization of bond discounts and
    deferred financing costs


797



1,692







734







3,223Deferred income taxes


(9,953
)


(3,057
)


269



3,560







(9,181
)Non-cash 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


(1,772
)


(1,485
)














(3,257
)Share-based compensation














3,686







3,686Other operating activities


4,763



170















4,933Changes in current assets and
    liabilities Accounts receivable


2,527



4,430



(17
)










6,940Inventory


(9,886
)


(1,959
)














(11,845
)Prepaid expenses and other


(6,359
)


(477
)


(30
)










(6,866
)Accounts payable


(9,166
)


(3,113
)














(12,279
)Accrued expenses


334



(1,652
)


(11
)


272







(1,057
)Deferred revenue and customer
    deposits


2,376



1,412



1,754











5,542Net cash provided by operating
    activities


26,814



32,294



2,514



14,615







76,237CASH FLOWS FROM INVESTING
    ACTIVITIES:Capital expenditures


(51,915
)


(29,477
)














(81,392
)Purchases of wireless licenses and
    properties


(7,002
)


(35,283
)














(42,285
)(Increase) decrease in
    receivable-affiliates


(23,726
)


(4,363
)


(548
)


28,637







Purchases of short-term investments


(1,965
)


















(1,965
)Other investing activities


(260
)


89



(42
)










(213
)Net cash (used in) provided by
    investing activities


(84,868
)


(69,034
)


(590
)


28,637







(125,855
)CASH FLOWS FROM FINANCING
    ACTIVITIES:Proceeds from senior notes


262,500



















262,500Repurchases of senior notes


(241,989
)


















(241,989
)Distributions to minority interest
    holders


(5,372
)


















(5,372
)Redemption of mandatorily
    redeemable preferred stock














(41,683
)






(41,683
)Preferred stock dividends paid














(4,071
)






(4,071
)Deferred financing costs


(2,543
)










(210
)






(2,753
)Issuance of common stock and other
    financing activities














2,897







2,897Net cash provided by (used in)
    financing activities


12,596











(43,067
)






(30,471
)NET (DECREASE) INCREASE IN CASH AND
    CASH EQUIVALENTS


(45,458
)


(36,740
)


1,924



185







(80,089
)CASH AND CASH EQUIVALENTS,
    beginning of period


89,814



76,611



21,874



8,151







196,450CASH AND CASH EQUIVALENTS, end of
    period

$
44,356


$
39,871


$
23,798


$
8,336


$



$
116,361  24




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##### 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




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##### 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
      Hart-Scott-Rodino
     26




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##### 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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##### Table of Contents



Deferred
    Tax Assets
          ACQUISITIONS
    FCC
    Auction 66
   28




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##### Table of Contents



Acquisition
    of Highland Cellular LLC
      Acquisitions
    in Alaska
      Acquisition
    of Texas 15 RSA
      RESULTS
    OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2007
    AND JUNE 30, 2006
  Key
    Operating Data
    Three Months Ended June 30,


Six Months Ended June 30,2007


2006


2007


2006Market population(1)


12,672,900



12,039,200



12,672,900



12,039,200Ending customers


1,718,500



1,563,700



1,718,500



1,563,700Market penetration(2)


13.6
%


13.0
%


13.6
%


13.0
%Gross customer additions


158,600



127,900



291,300



253,200Average customers


1,692,400



1,553,900



1,680,400



1,547,400Average monthly service revenue
    per customer(3)

$
52


$
48


$
51


$
47Average monthly post-paid churn(4)


1.7
%


1.8
%


1.8
%


2.0
%  29




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##### Table of Contents



(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.  Results
    of Operations
    Percentage ChangeThree Months Ended


Six Months Ended


Three Months Ended


Six Months EndedJune 30,


June 30,


June 30,


June 30,2007


2006


2007


2006


07 vs. 06


07 vs. 06($ in thousands)


($ in thousands)Operating Revenue:Service revenue

$
264,781


$
223,260


$
518,726


$
439,355



18.6
%


18.1
%Roaming revenue


76,525



71,043



138,475



125,823



7.7
%


10.1
%Equipment and other revenue


18,863



17,756



37,388



34,480



6.2
%


8.4
%Total operating revenue


360,169



312,059



694,589



599,658



15.4
%


15.8
%Operating Expenses:Cost of service (exclusive of
    depreciation and amortization shown separately below)


96,933



81,503



190,170



157,576



18.9
%


20.7
%Cost of equipment


34,253



36,545



68,045



69,115



(6.3
)%


(1.5
)%Marketing and selling


45,497



39,996



88,342



79,119



13.8
%


11.7
%General and administrative


51,096



46,744



99,651



94,069



9.3
%


5.9
%Depreciation and amortization


48,453



48,155



98,632



98,430



0.6
%


0.2
%Gain on disposition of operating
    assets


(1,567
)


(1,593
)


(3,133
)


(3,257
)


*



*Total operating expenses


274,665



251,350



541,707



495,052



9.3
%


9.4
%Operating income


85,504



60,709



152,882



104,606



40.8
%


46.2
%Interest expense


(55,402
)


(57,414
)


(114,087
)


(114,821
)


(3.5
)%


(0.6
)%Loss from extinguishment of debt


(55
)


(12,660
)


(57,578
)


(12,717
)


*



*Loss on redemption of mandatorily
    redeemable preferred stock






(37
)






(1,482
)


*



*Dividends on mandatorily redeemable
    preferred stock














(709
)


*



*Other income, net


2,470



1,636



4,045



3,535



51.0
%


14.4
%Minority interest in income of
    subsidiaries


(2,436
)


(2,169
)


(4,735
)


(4,533
)


12.3
%


4.5
%Income tax (expense) benefit


(11,979
)


3,892



6,977



9,181



*



*Net income (loss)

$
18,102


$
(6,043
)

$
(12,496
)

$
(16,940
)


399.6
%


26.2
%     *
    
    Calculation is not meaningful. 30




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##### Table of Contents



Customers
    line-up
    Operating
    Revenue
    Service
    Revenue
     31




---



##### Table of Contents



Roaming
    Revenue
  T-Mobile
    Equipment
    and Other Revenue
     32




---



##### Table of Contents



Operating
    Expenses
    Cost of
    Service
  off-network
    Three Months Ended June 30,


Six Months Ended June 30,2007


2006


2007


2006Amount


Percentage


Amount


Percentage


Amount


Percentage


Amount


Percentage($ in thousands)








($ in thousands)Network and other operating costs

$
70,194



72.4
%

$
61,014



74.9
%

$
137,776



72.4
%

$
118,577



75.3
%Roaming costs


26,739



27.6
%


20,489



25.1
%


52,394



27.6
%


38,999



24.7
%Total cost of service

$
96,933



100.0
%

$
81,503



100.0
%

$
190,170



100.0
%

$
157,576



100.0
%       Cost of
    Equipment
     33




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##### Table of Contents



Marketing
    and Selling Costs
    ® ® ®
  General
    and Administrative Costs
      Depreciation
    and Amortization
    Gain on
    Disposition of Operating Assets
    Non-Operating
    Results
  Interest
    Expense
    Loss from
    Extinguishment of Debt
   34




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##### Table of Contents



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


December 31,


Percentage2007


2006


Change($ in thousands)Cash and cash equivalents

$
131,745


$
117,064



12.5
%Short-term investments


2,816



4,959



(43.2
)%Other current assets


191,748



163,657



17.2
%Total current assets


326,309



285,680



14.2
%Current liabilities


234,027



252,091



(7.2
)%Working capital

$
92,282


$
33,589



174.7
%Ratio of current assets to current
    liabilities


1.4:1



1.1:1    35




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##### Table of Contents



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.         36




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##### Table of Contents



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.      DCS
    Senior Secured Credit Facility
     37




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##### Table of Contents




    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;
    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. 38




---



##### Table of Contents



Preferred
    Stock
      Redemption
    of Series F Convertible Preferred Stock
   39




---



##### Table of Contents



Capital
    Expenditures
      Contractual
    Obligations
      Form 10-K
  FORWARD-LOOKING
    STATEMENTS
    Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk     40




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##### Table of Contents



Item 4.
    Controls
    and Procedures  Rules 13a-15(e) 15d-15(e)
   PART II.
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings      and/or and/or
   41




---



##### Table of Contents



Item 1A.
    Risk
    Factors  Form 10-K
  There
    are risks and uncertainties associated with our proposed
    acquisition by AT&T.
  Hart-Scott-Rodino
    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.    Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds    Item 3.
    Defaults
    Upon Senior Securities   42




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##### Table of Contents



Item 4.
    Submission
    of Matters to a Vote of Security Holders  2007
    Annual Meeting of Stockholders
      Class A and


Class A andClass B


Class BName of Nominee for Non-Class A director

Votes For


Votes WithheldFred J. Hall (Class I)


319,551,832



2,198,541Steven P. Dussek (Class I)


318,623,503



3,126,870              Votes For


Votes Against


Abstentions312,470,626



1,607,523



7,672,224     Name of Nominee

Votes For


Votes Against


AbstentionsKPMG LLP


321,471,170



267,808



11,394   Approval
    of AT&T Merger Agreement
    Item 5.
    Other
    Information   43




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##### Table of Contents



Item 6.
    Exhibits    Exhibit



Method ofNumbers

Description

Filing2
.1

Agreement and Plan of Merger,
    dated June 29, 2007, by and among Dobson Communications
    Corporation, AT&T Inc. and Alpine Merger Sub, Inc.

(2)(2.1)10
.1

Employment Agreement dated as of
    June 6, 2007 between Dobson Communications Corporation and
    Bruce K. Knooihuizen.

(1)(10.1)10
.2

Employment Agreement dated as of
    June 6, 2007 between Dobson Communications Corporation and
    Frank A. Franzese.

(1)(10.2)10
.3

Employment Agreement dated as of
    June 6, 2007 between Dobson Communications Corporation and
    Timothy J. Duffy.

(1)(10.3)10
.4

Employment Agreement dated as of
    June 6, 2007 between Dobson Communications Corporation and
    R. Thomas Morgan.*

(4)10
.5

Employment Agreement dated as of
    June 6, 2007 between Dobson Communications Corporation and
    Thomas K. Roberts.*

(4)10
.6

Employment Agreement dated as of
    June 6, 2007 between Dobson Communications Corporation and
    Trent W. LeForce.*

(4)10
.7

2007-1
    Amendment to the Amended and Restated 2002 Employee Stock
    Purchase Agreement.

(2)(10.1)10
.8

Amendment to 2007 Performance
    Bonus Plan.

(2)(10.2)10
.9

Deferred Compensation Plan.

(2)(10.3)10
.10

Retention Bonus Plan.

(2)(10.4)10
.11

Joint Bidding Agreement, dated as
    of June 29, 2007, between Dobson Communications Corporation
    and AT&T Inc.

(3)(10.5)31
.1

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

(4)31
.2

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

(4)32
.1

Section 1350 Certification by
    our principal executive officer.

(4)32
.2

Section 1350 Certification by
    our principal financial officer.

(4)     *
    
    Management contract or compensatory plan or arrangement.
    
    Confidential treatment has been requested for a portion of this
    document.(1)
    
    Filed as an exhibit to the Registrants Current Report on
    Form 8-K
    on June 8, 2007, as the exhibit number indicated in
    brackets and incorporated by reference herein.(2)
    
    Filed as an exhibit to the Registrants Current Report on
    Form 8-K
    on July 2, 2007, as the exhibit number indicated in
    brackets and incorporated by reference herein.(3)
    
    Filed as an exhibit to the Registrants Current Report on
    Form 8-K/A
    on August 9, 2007, as the exhibit number indicated in
    brackets and incorporated by reference herein.(4)
    
    Filed herewith. 44




---



##### Table of Contents



SIGNATURES
      Date: August 9, 2007

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

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




---



##### Table of Contents



INDEX TO
    EXHIBITS
  Exhibit



Method ofNumbers

Description

Filing2
.1

Agreement and Plan of Merger,
    dated June 29, 2007, by and among Dobson Communications
    Corporation, AT&T Inc. and Alpine Merger Sub, Inc.

(2)(2.1)10
.1

Employment Agreement dated as of
    June 6, 2007 between Dobson Communications Corporation and
    Bruce K. Knooihuizen.

(1)(10.1)10
.2

Employment Agreement dated as of
    June 6, 2007 between Dobson Communications Corporation and
    Frank A. Franzese.

(1)(10.2)10
.3

Employment Agreement dated as of
    June 6, 2007 between Dobson Communications Corporation and
    Timothy J. Duffy.

(1)(10.3)10
.4

Employment Agreement dated as of
    June 6, 2007 between Dobson Communications Corporation and
    R. Thomas Morgan.*

(4)10
.5

Employment Agreement dated as of
    June 6, 2007 between Dobson Communications Corporation and
    Thomas K. Roberts.*

(4)10
.6

Employment Agreement dated as of
    June 6, 2007 between Dobson Communications Corporation and
    Trent W. LeForce.*

(4)10
.7

2007-1
    Amendment to the Amended and Restated 2002 Employee Stock
    Purchase Agreement.

(2)(10.1)10
.8

Amendment to 2007 Performance
    Bonus Plan.

(2)(10.2)10
.9

Deferred Compensation Plan.

(2)(10.3)10
.10

Retention Bonus Plan.

(2)(10.4)10
.11

Joint Bidding Agreement, dated as
    of June 29, 2007, between Dobson Communications Corporation
    and AT&T Inc.

(3)(10.5)31
.1

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

(4)31
.2

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

(4)32
.1

Section 1350 Certification by
    our principal executive officer.

(4)32
.2

Section 1350 Certification by
    our principal financial officer.

(4)     *
    
    Management contract or compensatory plan or arrangement.
    
    Confidential treatment has been requested for a portion of this
    document.(1)
    
    Filed as an exhibit to the Registrants Current Report on
    Form 8-K
    on June 8, 2007, as the exhibit number indicated in
    brackets and incorporated by reference herein.(2)
    
    Filed as an exhibit to the Registrants Current Report on
    Form 8-K
    on July 2, 2007, as the exhibit number indicated in
    brackets and incorporated by reference herein.(3)
    
    Filed as an exhibit to the Registrants Current Report on
    Form 8-K/A
    on August 9, 2007, as the exhibit number indicated in
    brackets and incorporated by reference herein.(4)
    
    Filed herewith. 46