##### Table of Contents









UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




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FORM 10-K



|  |                                                                                         
|- | ----------------------------------------------------------------------------------------
|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31,
2002

Or



|  |                                                                                             
|- | --------------------------------------------------------------------------------------------
|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

For the transition period
from 
to

Commission file no. 333-71051



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DOBSON/ SYGNET COMMUNICATIONS
COMPANY

(Exact name of registrant as specified in its
charter)


|                                                                                           |  |                                               
|------------------------------------------------------------------------------------------ |  | ----------------------------------------------
|Oklahoma(State or other jurisdiction of
    incorporation or organization)                 |  | 73-1547216(I.R.S. Employer Identification No.)
|                                                                                          
|14201 Wireless Way
    Oklahoma City, Oklahoma(Address of principal executive
    offices) |  | 73134(Zip Code)                               

(405) 529-8500

(Registrants telephone number, including
area code)




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Securities registered pursuant to
Section 12(b) of the Act: None

Securities registered pursuant to
Section 12(g) of the Act: None



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Indicate by check
mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days. YesoNox

The registrant is
not subject to filing requirements of Section 13 or 15(d)
of the Securities and Exchange Act of 1934, but files reports
required by those sections pursuant to contractual obligations.

Indicate by check
mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrants
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this
Form 10-K or any amendment to this
Form 10-K.x

Indicate by check
mark whether the registrant is an accelerated filer (as defined
in Rule 12b-2 of the Exchange
Act). YesoNox

As of
March 14, 2002, there were 100 shares of the
registrants $1.00 par value common stock outstanding,
all of which were beneficially owned by Dobson Communications
Corporation.

The registrant
meets the conditions set forth in General Instruction I(1)(a)
and (b) of Form 10-K and is therefore filing this form
with the reduced disclosure format.

Documents
incorporated by reference: None



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TABLE OF CONTENTS



|                   |                                                                                               |  |  |  |  |  |  | 
|------------------ | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I            
|                   | Item 1. Business                                                                             
|                   | Item 2. Properties                                                                           
|                   | Item 3. Legal Proceedings                                                                    
|                   | Item 4. Submission of Matters to a Vote of Security Holders                                  
|PART II           
|                   | Item 5. Market for Registrants Common Equity and Related Stockholder Matters                
|                   | Item 6. Selected Financial Data of Dobson/Sygnet                                             
|                   | Item 7. Managements Discussion And Analysis Of Financial Condition And Results Of Operations
|                   | Item 7A. Quantitative and Qualitative Disclosure About Market Risk                           
|                   | Item 8. Financial Statements and Supplementary Data                                          
|PART III          
|                   | Item 10. Directors and Executive Officers of the Registrant                                  
|                   | Item 11. Executive Composition                                                               
|                   | Item 12. Security Ownership of Certain Beneficial Owners and Management                      
|                   | Item 13. Certain Relationships and Related Transactions                                      
|                   | Item 14. Controls and Procedures                                                             
|PART IV           
|                   | Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K                    
|SIGNATURES        
|EX-21 Subsidiaries



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##### Table of Contents



DOBSON/ SYGNET COMMUNICATIONS
COMPANY

ANNUAL REPORT ON FORM 10-K


FOR THE YEAR ENDED DECEMBER 31,
2002

TABLE OF CONTENTS

|         |    |  |  |                                                                                           |  |  |    | 
|-------- | -- |  |  | ----------------------------------------------------------------------------------------- |  |  | -- | 
|Item     |    |  |  |                                                                                          
|Number   |    |  |  | Page                                                                                     
|         |    |  |  |                                                                                          
|PART I  
|        
|         | 1  |  |  | Business                                                                                  |  |  | 3  | 
|         | 2  |  |  | Properties                                                                                |  |  | 16 | 
|         | 3  |  |  | Legal Proceedings                                                                         |  |  | 16 | 
|         | 4  |  |  | Submission of Matters to a Vote of Security
    Holders                                   |  |  | 16 | 
|PART II 
|        
|         | 5  |  |  | Market for Registrants Common Equity and
    Related Stockholder Matters                 |  |  | 17 | 
|         | 6  |  |  | Selected Financial Data of Dobson/ Sygnet                                                 |  |  | 17 | 
|         | 7  |  |  | Managements Discussion And Analysis of
    Financial Condition and Results of Operations |  |  | 17 | 
|         | 7A |  |  | Quantitative and Qualitative Disclosure About
    Market Risk                             |  |  | 27 | 
|         | 8  |  |  | Financial Statements and Supplementary Data                                               |  |  | 28 | 
|         | 9  |  |  | Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure  |  |  | 46 | 
|PART III
|        
|         | 10 |  |  | Directors and Executive Officers of the Registrant                                        |  |  | 46 | 
|         | 11 |  |  | Executive Composition                                                                     |  |  | 46 | 
|         | 12 |  |  | Security Ownership of Certain Beneficial Owners
    and Management                        |  |  | 46 | 
|         | 13 |  |  | Certain Relationships and Related Transactions                                            |  |  | 46 | 
|         | 14 |  |  | Controls and Procedures                                                                   |  |  | 46 | 
|PART IV 
|        
|         | 15 |  |  | Exhibits, Financial Statement Schedules, and
    Reports on Form 8-K                      |  |  | 47 | 

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PART I






|        |         
|------- | --------
|Item 1. | Business

Overview

We are a wholly owned subsidiary of Dobson
Communications Corporation. On December 23, 1998, we
acquired Sygnet Wireless, Inc. and its wholly-owned subsidiary,
Sygnet Communications, Inc. Sygnet is our predecessor company
and its operations currently are our only business. We own and
operate rural and suburban wireless telephone systems serving a
single large cluster of properties that includes a population of
2.4 million, with approximately 323,500 subscribers
and a 13.7% market penetration in northeastern Ohio,
western Pennsylvania and western New York. The cluster includes
Youngstown, Ohio, Erie, Pennsylvania, and suburban and rural
areas between the Cleveland, Akron-Canton, Pittsburgh, Buffalo
and Rochester metropolitan areas. We offer digital voice and
digital feature services to all of our covered population
through our existing Time Division Multiple Access, or TDMA,
digital network. We are currently in the process of updating to
the Global System for Mobile Communications, or GSM, and General
Packet Radio Service, or GPRS, digital network which will enable
us to offer enhanced data services. For the year ended
December 31, 2002, we had total revenue of
$202.8 million and a net loss applicable to common
stockholder of $129.8 million. At December 31, 2002,
we had $485.4 million of indebtedness and a
stockholders deficit of $21.6 million.

We believe that owning and operating a mix of
rural and suburban wireless systems provides us with strong
growth opportunities because we believe these systems currently
have lower penetration rates, higher subscriber growth rates,
less competition for subscribers than wireless systems located
in larger metropolitan areas and a higher proportion of roaming
revenue. These systems are often adjacent to major metropolitan
areas, which include a high concentration of expressway
corridors and roaming activity.

We have established and maintained a strong and
visible local presence in our market areas. Our existing local
management has day-to-day operating authority, with the
flexibility to respond to individual market requirements and to
foster a strong sense of customer service and community spirit.
However, certain functions such as control of pricing, customer
service and marketing, systems design, engineering, purchasing,
financial and administrative functions and billing, are directed
by Dobson Communications to gain efficiencies.

The principal stockholder of Dobson
Communications, Dobson CC Limited Partnership, or DCCLP, and
certain of its affiliates, are parties to credit agreements with
Bank of America, N.A. These credit agreements had an aggregate
principal amount outstanding of approximately
$307.8 million as of December 31, 2002, including fees
and interest. To secure their obligations under these credit
agreements, DCCLP and its affiliates individually pledged
certain assets, which include beneficial ownership of securities
representing controlling interests in DCCLP and Dobson
Communications. If any of the loans are not paid at maturity or
if an event of default occurs under any of the loan agreements
and the lender elects to foreclose on the collateral, we could
experience a change of control under the indenture governing our
outstanding senior notes. Upon a change of control, we would be
required to offer to purchase our outstanding senior notes at
101% of the principal amount plus accrued and unpaid interest.
As of December 31, 2002, we did not have the funds
necessary or available facilities to complete the repurchase. If
we failed to complete the purchase of the tendered senior notes,
the senior noteholders or the indenture trustee would be
entitled to accelerate the maturity of the senior notes. A
foreclosure on DCCLPs pledged shares could also result in
an event of default under our credit facility, potentially
resulting in the acceleration of all outstanding indebtedness
under our credit facility. These factors raise substantial doubt
about our ability to continue operating as a going concern.

On March 31, 2003, Bank of America and DCCLP
reached an agreement in principle for the amendment and
restructuring of the DCCLP loan. Under the terms of the
agreement in principle, Bank of America would permanently
release its lien on a sufficient number of shares of Dobson
Communications common stock, so that DCCLP would retain a
controlling interest in Dobson Communications and no change of
control could occur under credit agreements, indentures,
preferred stock and other instruments to which Dobson
Communications and its subsidiaries are parties in the event of
subsequent default by DCCLP under the restructured

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loan. The agreement in principle is not binding
to either party, and is subject to the completion of a
definitive legal agreement. In order to allow time for the
completion of a definitive legal agreement, Bank of America has
agreed to extend the maturity date of the DCCLP loan to
April 21, 2003. We can provide no assurance that DCCLP and
Bank of America will consummate the transactions provided for in
the agreement in principle.


Strategy

Our strategy is to capitalize on our competitive
strengths and further develop and operate rural and suburban
wireless systems. We have developed organizational, marketing
and operational programs designed to increase the number of
subscribers, promote superior customer service, enhance roaming
revenue, control operating costs and improve the profitability
of our operations.

Competitive Strengths

Strong Current Market Position.We have significant market share in
our wireless markets. We distinguish ourselves from our
competition by emphasizing digital technology, customer care and
a commitment to the local community. We plan to attract
additional subscribers by leveraging our strategic roaming
relationships, digital technologies, local sales channels and
diverse service offerings, including national, regional and
local rate plans.

Attractive Markets.Our markets have demonstrated positive
demographic growth trends, generally have maintained a high
population density relative to other rural and suburban markets
and generally have fewer competitors than metropolitan markets.
Also, our markets are attractive due to their proximity to
markets in major metropolitan areas operated by our primary
roaming partners. Our markets have a relatively high density of
highway and other traffic corridors and strong tourist activity
due to seasonal attractions. We believe that in the rural and
suburban markets in which we operate, the 850 MHz licenses
generally provide the wireless operator with the most cost
effective platform for delivering service to the end user.

Advanced Digital Technology.We continue to increase the capacity
and capabilities of our systems to attract additional
subscribers, increase the use of our systems by existing
subscribers, increase roaming activity and further enhance the
overall efficiency of our network. Our primary technology is
TDMA. However, we are currently in the process of updating to
GSM to enable us to offer additional data capabilities and meet
the needs of our roaming partners who have begun utilizing GSM
technology.

Strategic Roaming Relationships.We intend to maintain and expand
strategic relationships with operators of wireless systems in
major metropolitan statistical areas, or MSAs, near our wireless
systems. These relationships include roaming agreements to allow
our subscribers and the subscribers of our roaming partners to
roam in each others network at favorable rates. In
addition, we deploy digital technology in our systems areas that
is the same as that selected by our roaming partners in the
neighboring MSA. We believe these strategic roaming
relationships and agreements enable us to maximize our roaming
revenue and offer our subscribers larger home rate
areas. Our two most significant strategic roaming relationships
are with AT&T Wireless and Cingular Wireless.

Localized Management of Distribution Channels.We distribute our products primarily
through retail outlets, a direct sales force and independent
dealers. Our local management teams have day-to-day operating
authority with the flexibility to respond to individual market
requirements. Their presence fosters a sense of customer service
and community spirit. In addition, we believe that our marketing
and customer service functions are more effective when tailored
to the local market population.

Targeted Sales Efforts.We seek to attract subscribers who
will generate high monthly revenue and low churn rates. Local
management designs marketing programs to target these
subscribers and tailors distinctive rate plans to emphasize the
quality, value and advantage of our services.

Superior Customer Service.We support local customer service
through retail stores, a direct sales force, and regional
customer service call centers that offer 24-hour services. The
regional presence of our call centers

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enhances our knowledge of local markets, which
improves our ability to provide customer service, credit and
collection and order activation.


Experienced Management Team.With more than 50 years of
telecommunications experience on a combined basis, our senior
management team, consisting of Everett R. Dobson,
Douglas B. Stephens and Bruce R. Knooihuizen, is
extremely knowledgeable and well regarded in the
telecommunications industry.

Established Operating History in Rural and
Suburban Markets.Our parent, Dobson
Communications, began providing wireless telephone service in
1990 and since then has rapidly expanded their wireless
operations to include systems in several rural and suburban
markets. Dobson Communications acquired us in 1998 and
successfully integrated us with their operations during 1999. We
believe that during this time we have gained substantial
experience as an operator of wireless systems in rural and
suburban markets.

Integration with Dobson Communications.We have fully integrated our
operations with Dobson Communications existing wireless
operations to achieve economies of scale. We believe that these
increased efficiencies have come from the centralized control of
pricing, billing functions, marketing, engineering, purchasing
and financial and administrative functions.

Operations

The table and discussion below set forth
information with respect to our existing wireless markets.
Information with respect to populations in our licensed areas
are as of December 31, 2002 and is our estimate based upon
the Claritas 2000 Bureau of Census results, adjusted to exclude
those portions of our rural service areas, or RSAs, and MSAs not
covered by our licenses. Information with respect to subscribers
is our estimate as of December 31, 2002. We determine
market penetration by dividing the total number of subscribers
in each of our FCC wireless licensed areas at the end of the
period by the estimated total population covered by the
applicable wireless license.

Markets and Systems

We conduct our operations in a single large
cluster of properties with a population of 2.4 million and
approximately 323,500 subscribers in northeastern Ohio,
western Pennsylvania and western New York. The large
cluster of properties includes two smaller clusters and two
individual markets: the Youngstown cluster, the Erie market, the
Pennsylvania cluster, and the New York market.

The following table sets forth certain data with
respect to our wireless markets as of December 31, 2002,
and is followed by a description of our wireless markets.

|             |       |            |           |             |  |             |  |         |  |  |  |      |  
|------------ | ----- | ---------- | --------- | ----------- |  | ----------- |  | ------- |  |  |  | ---- | -
|             |       | Total      |           | Total       |  | Market     
|Markets      |       | Population |           | Subscribers |  | Penetration
|             |       |            |           |             |  |            
|Erie         |       |            | 280,800   |             |  |             |  |         |  |  |  |     
|New York     |       |            | 476,200   |             |  |             |  |         |  |  |  |     
|Pennsylvania |       |            | 594,200   |             |  |             |  |         |  |  |  |     
|Youngstown   |       |            | 1,006,500 |             |  |             |  |         |  |  |  |     
|             |       |            |           |             |  |             |  |         |  |  |  |     
|             | Total |            |           | 2,357,700   |  |             |  | 323,500 |  |  |  | 13.7 | %
|             |       |            |           |             |  |             |  |         |  |  |  |     



| |            
| | -----------
| | Erie Market

Our Erie market is composed of the Erie,
Pennsylvania MSA. We initiated cellular operations in the Erie
market in September 1995. Our Erie market covers a contiguous
area that includes Interstate 90, which connects Buffalo
and Cleveland, and Interstate 79, which connects Erie
directly to Pittsburgh.



| |                
| | ---------------
| | New York Market

Our New York market is composed of the
New York 3 RSA. We initiated cellular operations in
the New York market in October 1996. Our New York
market is located in the western part of New York and

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includes six counties. The system borders Buffalo
and Rochester to the north, Erie, Pennsylvania to the west and
Binghamton/ Elmira to the east. Interstates 90 and 390 and
Route 17 run through the New York 3 market.
Interstate 90 (the New York Thruway) connects Buffalo,
Rochester and Erie. Interstate 390 connects Rochester,
Corning, Binghamton and Elmira. Route 17 connects
Interstate 390 west to Interstate 90 in Erie.




| |                     
| | --------------------
| | Pennsylvania Cluster

Our Pennsylvania cluster includes Pennsylvania
2 RSA, Pennsylvania 6 RSA and Pennsylvania 7 RSA.
Our Pennsylvania cluster covers a contiguous area that includes
Interstate 79 and Interstate 80, which link the major
population centers in north-central Pennsylvania, including
Pittsburgh and Erie. Our Pennsylvania cluster also includes a
portion of Route 60, a recently completed toll road, which
serves as an expressway to the Pittsburgh International Airport.



| |                   
| | ------------------
| | Youngstown Cluster

Our Youngstown cluster includes the Youngstown,
Ohio MSA, the Sharon, Pennsylvania MSA, the Pennsylvania
1 RSA and the Ohio 11 RSA. We initiated cellular
operations in the Youngstown cluster in 1985. Our Youngstown
cluster covers a contiguous area that is located at a midway
point between Pittsburgh and Cleveland along the Ohio Turnpike
and Interstate 76 and includes Interstate 80, a major
transportation access route from the Midwest to New York
City.

Services and Features

We develop and deploy some of the most advanced
wireless products and services. From a fully digital network to
the introduction of a wireless internet product, we strive to
consistently deliver cutting-edge services and technologies to
our customer base. We attempt to maximize the choices available
to our customers through offering the latest line of hand-held
wireless phones from a wide variety of manufacturers. We design
our rate plans to fit the specific needs of our customers. We
offer no-toll plans, nation-wide plans, and unlimited local
calling plans. In addition, we focus on the development of plans
that maximize our profit margin. We balance the needs of the
customer with our on-going objective to increase profitability.
We solidify our commitment to our customer base through the high
priority we place on deploying the latest products, services and
competitive rate plans.

The following are key components of our service
offerings:

Wireless Calling.Our primary service offering is
wireless telephone service. We offer digital service using TDMA
digital standard, and analog service using Advanced Mobile Phone
Service, or AMPS, in all of our wireless markets. In addition,
we offer various custom-calling features, including voice mail,
call forwarding, call waiting, three-way calling, no answer
transfer, caller ID, message waiting indicator, sleep mode for
longer battery life, voice activated dialing, and mobile
originated and mobile terminated short message service.

Voice Privacy and Call Security.As of December 31, 2002, 90.5% of
our subscribers utilize our digital technology. Digital
technology is inherently more secure than analog technologies.
This security provides increased voice privacy and enhanced
fraud protection for our customers.

Tri-Mode Handsets.Our subscribers use tri-mode,
dual-band handsets. These handsets are compatible with analog
cellular, digital cellular and digital personal communications
service, or PCS, service, allowing our subscribers access to
AT&T Wireless national footprint, as well as the
extensive coverage areas of our other roaming partners,
including Cingular Wireless.

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Marketing

The following are key components of our marketing
strategy:

Branding.We offer
wireless service under the CELLULAR ONE® trademark. We
believe the national support offered by the Cellular One Group
has enhanced our advertising exposure. We also believe that we
have obtained significant marketing benefits from the high name
recognition associated with this widely used service mark.

We use the CELLULAR ONE® trademark to
identify and promote our wireless service pursuant to licensing
agreements with Cellular One Group. We pay licensing and
advertising fees based upon the population of the licensed
areas. Our licensing agreements with the Cellular One Group are
for five-year terms expiring on various dates. We may renew
these agreements, subject to satisfaction of certain operating
standards, for one to three additional five-year terms. From
time to time, we may consider alternative brand name strategies
and service marks.

Advertising.Our
advertising strategy is focused on establishing a strong local
presence in each of our markets. We direct our media efforts at
the market level by advertising in local publications and
sponsoring local and regional events. We also use mass media
outlets such as television, radio, newspaper, magazine and
outdoor advertising, as well as direct marketing, to augment our
efforts at the community level.

We focus our marketing program on attracting
subscribers who we believe are likely to generate high monthly
revenue and low churn rates. We undertake extensive market
research to identify and design marketing programs to attract
these subscribers and tailor distinctive rate plans and roaming
rates to emphasize the quality, value and the advantage of our
wireless service. We have established marketing alliances with
neighboring wireless systems to create larger home rate areas in
order to increase roaming revenue and to attract new
subscribers. We market our service offerings primarily through
our direct sales force and company-owned retail stores. We also
use a network of dealers, such as electronics stores, car
dealerships and department stores. In addition to these
traditional channels, our marketing team continuously evaluates
other, less traditional, methods of distributing our services
and products, such as targeted telemarketing and direct mail
programs.

Segmented Rate Plans.We offer our subscribers a diverse
array of rate plans, so that each subscriber can choose the plan
that best fits that subscribers expected calling needs.
Our offerings include our Clear Across AmericaTM
national rate plans, which uses the networks of Dobson
Communications, and those of AT&T Wireless and Cingular
Wireless, plus regional and local rate plans at a variety of
pricing tiers. The majority of our new digital subscribers are
on our local rate plans, which generally include only areas
covered by our network as the home area. Our rate
plans generally combine a fixed monthly access charge, a
designated number of minutes-of-use, per minute usage charges
for minutes in excess of the included amount and additional
charges for certain custom-calling features. Most of our plans
include some features such as voice mail, caller ID, call
forwarding and call waiting. These plans offer value to the
customer while enhancing airtime usage and revenue. Local
management conducts market research to identify and design rate
plans to emphasize the quality, value and advantage of our
wireless communications services

Sales and Distribution

We primarily sell and distribute our wireless
services, phones and accessories through three distribution
channels; retail stores, direct sales and independent dealers.
For the year ended December 31, 2002, 60% of our gross
subscriber additions were added through our retail stores, while
our direct sales force was responsible for 13% and our
independent dealers added 27%.

As of December 31, 2002, we had
approximately 50 retail stores and outlets. Most of our
retail stores are fully equipped to handle customer service.
Some of these stores are also authorized warranty repair
centers. Our stores provide customer-friendly retail
environments, including extended hours, a large selection of
products and services, a well trained sales staff and convenient
locations, which are designed to make the sales process quick
and easy for the subscriber.

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We train and compensate our sales force in a
manner designed to stress the importance of customer service,
high penetration levels and minimum acquisition costs per
subscriber. We believe that our direct sales force is able to
select and screen new subscribers and select pricing plans that
realistically match subscriber needs. As a result, we believe
that our direct sales force reduces our marketing costs because
our subscriber retention rate is higher than when we use
independent dealers. As of December 31, 2002, we had
approximately 35 direct sales representatives.

As of December 31, 2002, we had
approximately 50 independent dealers, or agents. These
independent dealers allow us a third distribution channel by
offering our services and equipment through retail outlets, such
as car dealerships, electronics stores, paging service companies
and independent contractors.

We believe that our after-sale telemarketing
program, which includes courtesy calls to our new customers and
is conducted by our sales force and customer service personnel,
helps to reduce our churn rates. This program enhances customer
loyalty and allows our sales staff to check customer
satisfaction as well as to offer additional calling features,
such as voicemail, call waiting and call forwarding.

Customer Service

Customer service is an essential element of our
marketing and operating philosophies. We attract new subscribers
and retain existing subscribers by providing high-quality
customer service. Our customers benefit from a local staff,
including a market manager, customer service field
representatives, technical and engineering staff, sales
representatives and installation and repair facilities. Local
offices and installation and repair facilities allow us to
better serve our customers, schedule installations and make
repairs. Through the use of sophisticated, centralized
monitoring equipment, we are able to centrally monitor the
technical performance of our wireless service areas.

In addition, our customers are able to report
wireless telephone service or account problems 24-hours a day to
our customer service centers on a toll-free access number with
no airtime charge. We believe that our emphasis on customer
service affords us a competitive advantage over our larger
competitors. We frequently contact our subscribers in order to
evaluate and measure, on an ongoing basis, the quality and
competitiveness of our services.

Roaming

Roaming is an important service component for our
business. Accordingly, where possible, we attempt to arrange
roaming agreements that allow our customers to roam at
competitive prices. We believe this increases usage on all
wireless systems, including our own. We operate many systems
that are adjacent to major metropolitan areas and include a high
concentration of expressway corridors. These systems tend to
have a significant amount of roaming activity.

Our most significant roaming partner is AT&T
Wireless. For the year ended December 31, 2002, AT&T
Wireless customers accounted for approximately 70% of our
roaming revenue, or approximately 17% of our total operating
revenue. Under our AT&T Wireless roaming agreement,
AT&T Wireless and we charge each other favorable roaming
rates for each of our respective markets. These rates will
decrease over time. Our roaming agreement with AT&T Wireless
requires that we maintain and provide certain call features and
related services to roaming customers, such as call waiting,
call forwarding, three-way calling, caller ID and voice
mail. This roaming agreement may be terminated or suspended by
either party if the FCC revokes a license covering a material
portion of either partys markets, or if either party fails
to control subscriber fraud, fails to adhere to system technical
requirements and upgrades or breaches any of the material terms
of the roaming agreement. The roaming agreement expires in June
2007 and excludes GSM/GPRS usage.

Another significant roaming partner is Cingular
Wireless. For the year ended December 31, 2002,
Cingulars customers accounted for approximately 22% of our
roaming revenue, or approximately 5% of our total operating
revenue. Under our Cingular Wireless roaming agreement, Cingular
Wireless and we charge each other favorable roaming rates for
usage of both TDMA and GSM in our respective markets. These
rates will decrease over time. Our roaming agreement with
Cingular Wireless requires that we maintain and provide

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certain call features and related services to
roaming customers, such as call waiting, call forwarding,
three-way calling, caller ID and voice mail. This roaming
agreement may be terminated or suspended by either party if the
FCC revokes a license covering a material portion of either
partys markets, or if either party fails to control
subscriber fraud, fails to adhere to system technical
requirements and upgrades or breaches any of the material terms
of the roaming agreement. The roaming agreement expires in
December 2011.


We are included in the North America Cellular
Network, or NACN, which is the largest wireless telephone
network system in the world linking wireless operators
throughout the United States and Canada and enabling customers
to use their wireless phones to place and receive calls in these
areas as easily as they do in their home areas. Through this
network, customers are able to receive calls automatically
without the use of complicated roaming codes as they roam in
more than 5,000 cities and towns in the United States and
Canada. In addition, the NACN enables special services such as
call forwarding and call waiting to automatically follow
subscribers as they travel.

Billing System

Through December 2002, Verisign
Telecommunications Services, or VTS, provided exclusive billing
functions for all of our wireless operations. In November 2002,
we signed a five year contract with Convergys Corporation for
use of their billing and customer care systems under a service
bureau arrangement. Beginning after June 2003, we will replace
the VTS systems with the Convergys Atlys® billing and
customer care systems operating in a Convergys data center to
support wireless voice and data services as well as emerging
technology offerings. Consistent with the billing services
previously offered by VTS, Convergys will provide billing for
all our subscribers across all regions. Convergys will also
handle all the administration and maintenance of the Atlys®
application and the associated infrastructure. Convergys and
their partners will be responsible for the processing and
printing of all customer invoices.

Network Operations

Network Communications Equipment.Our network communications equipment
is provided by a variety of leading network suppliers, including
Nortel Networks. We often aggregate our orders for network
equipment with those of Dobson Cellular Systems, another
operating subsidiary of Dobson Communications, to obtain
additional equipment discounts.

Connection Agreements.Our wireless network connects to the
public switched telephone network system through local exchange
carriers. We have interconnection agreements with BellSouth, SBC
(Ameritech, Southwestern Bell), Verizon (Bell Atlantic, GTE),
Sprint, and Qwest (U S West) and other local exchange
carriers within our markets. The expiration dates of these
agreements vary from one to three years. Upon expiration, the
agreements automatically renew for six months to one year and
can terminate with mutual written consent by either party.

Long Distance Connection.We have executed a wholesale long
distance agreement with AT&T Corp. to provide long
distance services for the next three years with the ability to
lower cost with increased growth.

Network Operations.Our network operations are monitored
by regional network personnel, who provide monitoring on a
real-time basis for items including alarm monitoring, power
outages, tower lighting problems and traffic patterns.

System Development and Technology

System Development.We develop or build out our network
service areas in response to projected subscriber demand and
competitive factors by adding voice circuits to existing cell
sites and by building new cell sites to increase capacity with
an emphasis on improving coverage for hand-held phones in
high-traffic areas. We develop projected subscriber service
demand for each wireless market area on a cell-by-cell basis.

We expect our network expansion to enable us to
continue to add and retain subscribers, enhance subscriber use
of the systems, increase roaming traffic due to the large
geographic area covered by our network

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and further enhance the overall efficiency of our
systems. We believe that the increased wireless coverage and
capacity will continue to have a positive impact on our market
penetration and subscriber usage.


Digital Technology.Our TDMA digital technology divides
each channel into three voice circuits providing service to
three simultaneous users instead of using the same spectrum for
one analog voice circuit. Our digital services include digital
voice circuits, short messaging services, message waiting
indicator, increased battery life and caller ID services.

We intend to upgrade our system to support
GSM/GPRS. With this data network we expect to be able to offer
40Kb to 60Kb individual data speeds to subscribers and roamers.
We plan to complete our first phase of GSM/GPRS overlay by the
end of 2003. GSM/GPRS is the technology choice of both AT&T
Wireless and Cingular Wireless.

Competition

The telecommunications industry is experiencing
significant technological changes, as evidenced by the
increasing pace of improvements in the capacity and quality of
digital technology, shorter cycles for new products and
enhancements and changes in consumer preferences and
expectations. Accordingly, we expect competition in the wireless
telecommunications industry to be dynamic and intense as a
result of competitors and the development of new technologies,
products and services. Many of our competitors have been
operating for a number of years, operate nationwide systems,
currently serve a substantial subscriber base and have
significantly greater financial, personnel, technical,
marketing, sales and distribution resources than we do. Some
competitors have begun to market enhanced data services, such as
single carrier radio transmission technology, or 1XRTT, and
GPRS. We are in the process of upgrading our networks to
GSM/GPRS.

We compete primarily against one other
facilities-based cellular carrier (a carrier having company
owned stores) in each of our wireless markets. We also compete
with PCS carriers and enhanced specialized mobile radio, or
ESMR, carriers. Our principal competitors are ALLTEL, Cingular
Wireless, Nextel, Sprint PCS, T-Mobile and Verizon Wireless. We
compete for customers based principally upon price, the services
and enhancements offered, the quality of our wireless system,
customer service, system coverage and capacity. This competition
may increase to the extent that licenses are transferred from
smaller stand-alone operators to larger, better-capitalized more
experienced wireless operators that may be able to offer
consumers certain network advantages.

In January 2003, AT&T Wireless announced its
intentions to build and deploy new GSM/GPRS wireless services,
at 1900 MHz, in several states throughout the U.S. If
deployment occurs, it could increase competition and impact our
roaming revenues in certain areas of our markets in New York,
Ohio and Pennsylvania. The roaming revenue impact would be
partly dependent on AT&Ts success in migrating their
customers from TDMA to GSM/GPRS devices. We are in current
discussions with AT&T Wireless to consider options, which
could potentially minimize the impact of its GSM/GPRS deployment
in our markets. In addition, we continue to believe that this
competitive issue will be mitigated by the greater efficiency we
would realize by building and operating 850 MHz wireless
technology in our rural markets, especially as we overlay our
TDMA network with GSM/GPRS capabilities in the next several
years and by the higher priority for capital expenditures to be
invested by the national wireless providers in their key
metropolitan markets over the next several years.

The FCC has created potential sources of new
competition by auctioning additional PCS licenses, as well as
licenses for wireless communications services, local multipoint
distribution service, 39 GHz service and 220 to
222 MHz service. Further, the FCC has announced plans to
auction licenses in the 4.9 GHz, 24 GHz and
700 MHz bands that may be usable for mobile services. The
FCC has also recently allocated an additional 90 MHz of
spectrum (in the 1.7 GHz and 2.1 GHz bands) for
advanced wireless services, and is in the process of adopting
service and auction rules for these bands. The FCC has also
initiated a number of rule making proceedings to allocate
additional spectrum to wireless use, much of which can be
licensed for commercial wireless purposes. In the future, we may
also compete more directly with traditional landline telephone
service providers.

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We also face, to a lesser extent, competition
from mobile satellite service, or MSS, providers, as well as
from resellers of these services and wireless service. The FCC
recently granted MSS providers the flexibility to deploy an
ancillary terrestrial component to their satellite services.
This added flexibility may enhance MSS providers ability
to offer more competitive mobile services.

Continuing technological advances in
telecommunications make it impossible to predict the extent of
future competition. However, due to the depth and breadth of the
competitive services offered by operators using these other
technologies, future competition from these operators could be
intense.

Regulation

The wireless telecommunications industry is
subject to extensive governmental regulation on the federal
level and to varying degrees on the state level. The enactment
of the Telecommunications Act of 1996 has had an impact on many
aspects of this regulation. In addition, this regulation
currently is the subject of administrative rulemakings and
judicial proceedings that are significant to us.



| |                   
| | ------------------
| | Federal Regulation

The licensing, construction, modification,
operation, ownership and acquisition of wireless telephone
systems are subject to regulations and policies of the FCC under
the Communications Act of 1934, as amended. The FCC has
promulgated rules and regulations governing, among other things,
applications to construct and operate wireless communications
systems, applications to transfer control of or assign wireless
licenses and technical and operational standards for the
operation of wireless systems (such as maximum power and antenna
height).

The FCC licenses cellular systems in accordance
with 734 geographically defined market areas comprised of
306 MSAs and 428 RSAs. In each market, the FCC
licenses two cellular systems operating on different 25 MHz
frequency blocks designated as Block A and Block B.
Apart from the different frequency blocks, there is no technical
difference between the two cellular systems and the operational
requirements imposed on each by the FCC are the same. Under FCC
rules, the authorized service area of a cellular provider in
each of its markets is referred to as the cellular geographic
service area. The cellular geographic service area may conform
exactly to the boundaries of the FCC designated MSA or RSA, or
it may be smaller if a licensee has chosen not to provide
services to certain areas. A cellular licensee has the exclusive
right to expand its cellular geographic service area boundaries
within the licensees MSA or RSA for a period of five years
after grant of the licensees initial construction permit.
At the end of this five-year build-out period, however, other
entities may apply to serve portions of the MSA or RSA in areas
outside the licensees then designated cellular geographic
service area. The five year build-out period has expired for all
of the licenses we currently hold and the FCC has granted
several unserved area applications filed by us and
by other parties for the MSAs and RSAs in which we are the
licensee.

The FCC has in the past restricted an
entitys ability to own interests in both cellular
frequency blocks in a market (the so-called cellular cross
interest rule) and further restricted the amount of commercial
mobile radio service, or CMRS, spectrum in which an entity may
hold an attributable interest (the so-called spectrum cap rule).
On November 8, 2001, the FCC adopted a Report and Order in
which it (1) repealed the cellular cross interest
restriction as applied to ownership interests in MSAs, but
retained the rule as applied to ownership interests in RSAs; and
(2) increased the amount of attributable CMRS spectrum that
may be held to 55 MHz throughout all MSAs and RSAs. We have
joined with three other carriers to request reconsideration of
the FCCs decision to retain the cellular cross interest
restriction with respect to ownership interests in RSAs, as we
believe the record does not provide any support for
distinguishing unfairly between interests in RSAs and similar
interests in MSAs. We have made several other filings on this
issue, but we cannot predict when or if the FCC will act on our
petitions.

Also pursuant to that Report and Order, as of
January 1, 2003, the FCC has eliminated the CMRS spectrum
cap rule and now engages in a case-by-case review of
transactions that would raise concerns similar to those that the
spectrum cap was designed to address. By eliminating a hard cap
in favor of the more flexible

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analysis, we believe the changes adopted by the
FCC in the November 8, 2001 Report and Order could further
increase the ability of wireless operators to attract capital or
to make investments in other wireless operators.


Cellular providers also must satisfy a variety of
FCC requirements relating to technical and reporting matters.
One requirement of cellular providers is the coordination of
proposed frequency usage with adjacent cellular users,
permittees and licensees in order to avoid interference between
adjacent systems. In addition, the height and power of cellular
base station transmitting facilities and the type of signals
they emit must fall within specified parameters. We are
obligated to pay annual regulatory fees and assessments to
support the FCCs regulation of the cellular industry, as
well as fees necessary to support federal universal service
programs, number portability regional database costs,
centralized administration of telephone numbering,
telecommunications relay service for the hearing-impaired and
application filing fees. These regulatory payment obligations
increase our costs of doing business.

The Commission recently adopted a Report and
Order that removed or significantly reduced the impact of many
outdated cellular rules, eliminated a number of technical
requirements and granted additional technical and operational
flexibility. Among the changes is a phase out over a five-year
period of the requirement that all cellular carriers provide
analog service throughout their territory. These new rule
changes became effective on February 18, 2003, and should
enable us to operate more efficiently and to utilize our
licensed spectrum more effectively in providing services that
meet our customers requirements.

The FCC may prohibit or impose conditions on
transfers of licenses. The Communications Act requires prior FCC
approval for substantive, non pro forma transfers or assignments
to or from us of a controlling interest in any license or
construction permit, or any rights thereunder. Although we
cannot assure you that the FCC will approve or act in a timely
fashion upon any future requests for approval of applications
that we file, we have no reason to believe that the FCC would
not approve or grant such requests or applications in due
course. Because an FCC license is necessary to lawfully provide
cellular service, if the FCC were to disapprove any such filing
our business plans would be adversely affected.

The FCC also regulates a number of other aspects
of the cellular business. Federal legislation enacted in 1993
requires the FCC to reduce the disparities in the regulatory
treatment of similar mobile services, such as cellular services,
PCS and ESMR services. Under this regulatory structure, all of
our cellular licenses are classified as CMRS. As a CMRS
provider, the FCC regulates us as a common carrier. The FCC,
however, has exempted cellular offerings from some typical
common carrier regulations, such as tariff and interstate
certification filings, thereby allowing us to respond more
quickly to our competition in the marketplace, and preempted
state rate and entry regulation.

The FCC has also adopted requirements for
cellular and other CMRS providers to implement basic and
enhanced 911, or E-911, services. These services provide state
and local emergency service providers with the ability to better
identify and locate callers using wireless services, including
callers using special devices for the hearing impaired. Our
obligations to implement these services occur in stages, and on
a market-by-market basis as emergency service providers request
the implementation of E-911 services within their locales. In
June 2002, the FCC extended the deadlines for meeting certain of
these 911 requirementsthe Phase II
capabilities whereby emergency service providers receive the 911
callers geographic locationto March 1, 2003, at
the earliest (the actual date for implementing this capability
in any given locale will be based on its readiness to
participate in E-911 services). We are currently constructing
facilities to implement these capabilities in several markets,
although we cannot state at this time whether we will be able to
meet all of the requirements imposed by the FCC, whether some
additional relief from these regulations will be required, or
whether the FCC would grant such relief if we request to do so.
The extent to which we are required to deploy E-911 services
will affect our capital spending obligations. The FCC in 1999
amended its rules to eliminate a requirement that carriers be
compensated for enhanced 911 costs and expand the circumstances
under which wireless carriers may be required to offer E-911
services. Federal legislation enacted in 1999 may limit our
liability for uncompleted 911 calls to a degree commensurate
with wireline carriers in our markets.

Under certain circumstances, federal law also
requires cellular carriers to provide law enforcement agencies
with capacity to support lawful wiretaps and technical
capabilities for wiretaps. We have obtained an interim waiver of
these requirements through November 19, 2003 for
packet-mode services and for certain

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capabilities associated with voice services.
Federal law also requires compliance with wiretap-related
record-keeping and personnel-related obligations. Maintaining
compliance with these wireless 911 and law enforcement wiretap
requirements may create additional capital obligations for us to
make necessary system upgrades.


The FCC permits cellular, broadband PCS, paging
and ESMR licensees to offer fixed services on a co-primary basis
along with mobile services. This rule may facilitate the
provision of wireless local loop service, which involves the use
of wireless links to provide local telephone service by cellular
licensees, as well as broadband PCS and ESMR licensees, although
the extent of lawful state regulation of such wireless
local loop service is undetermined.

Wireless carriers may also be designated as
Eligible Telecommunications Carriers and may receive
universal service support for providing service to consumers
that use wireless service in high cost areas as their only phone
service, as well as to consumers in these areas who also
maintain wireline service. We are currently contemplating
whether and where to apply for this designation in the various
jurisdictions in which we provide wireless services to
qualifying high cost areas.

The FCC has also adopted number
pooling rules that affect the way that telephone numbers
generally are allocated in order to make a more efficient
allotment of the dwindling numbers available. Number pooling is
only mandatory at this point within the wireline rate centers in
which we have drawn numbers and which are located in counties
that are included in the Top 100 MSAs as defined by
the FCCs rules. A number of our markets are partially or
wholly contained within the Top 100 MSAs. We have expended
capital preparing for number pooling in these markets as well as
preparing to support the roaming of pooled numbers into our
markets. The FCC also has authorized states to initiate limited
numbering administration to supplement federal requirements
including a number of states in which we provide service.

In addition, the FCC has ordered all carriers,
including wireless carriers, to adopt a method for providing
customers with telephone number portability, i.e., the ability
to keep their telephone numbers when they change
telecommunications carriers, either wireless to wireless or, in
some instances, wireline to wireless, and vice versa. Under the
local number portability rules, a CMRS carrier located in one of
the Top 100 MSAs that received a request by February 24,
2003, from another carrier to allow end-users to port their
telephone numbers, must be capable of doing so by
November 24, 2003. Outside of the Top 100 MSAs, CMRS
carriers that receive a request to allow end users to port their
telephone numbers must be capable of doing so within six months
after receiving the request or within six months of
November 24, 2003, whichever is later. In addition, all
CMRS carriers have been required since November 24, 2002 to
support roaming nationwide for customers with ported or pooled
numbers. These number portability requirements are likely to
result in added capital expenditures for us to make necessary
system changes. We have intervened in support of a pending
appeal of these requirements filed by the wireless industry with
the United States Court of Appeals for the District of Columbia
Circuit. We are not able at this time to predict whether the
court will enjoin or remove these requirements or whether the
FCC will otherwise act to delay their implementation.

The FCC generally grants cellular licenses for
terms of ten years that are renewable upon application to the
FCC. Near the conclusion of the license term, we must file
applications for renewal of licenses to obtain authority to
operate for an additional 10-year term. To date, the FCC has
renewed each of our licenses for which a renewal application was
required for a new ten-year term. The FCC may revoke our
licenses and may deny our license renewal applications for cause
after appropriate notice and hearing. The FCC will award a
renewal expectancy to us if we meet certain standards of past
performance. If we receive a renewal expectancy, it is very
likely that the FCC will renew our existing cellular licenses so
that they will not become subject to competing applications. To
receive a renewal expectancy, we must show that we have provided
substantial service during our past license term,
and have substantially complied with applicable FCC rules and
policies and the Communications Act. The FCC defines
substantial service as service which is sound,
favorable and substantially above a level of mediocre service
that might only minimally warrant renewal. If a licensee does
not receive a renewal expectancy, then the FCC will accept
competing applications for the license, subject to a comparative
hearing, and the FCC may award the license to another entity.

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The FCC has also adopted rules to govern customer
billing by CMRS providers and is considering whether to extend
billing rules currently applicable to landline carriers to CMRS
carriers. Adoption of some of the FCCs proposals could
increase the complexity and costs of our billing processes and
limit the manner in which we bill for services.

The FCC may deny applications for FCC authority,
and in extreme cases revoke licenses, if it finds that an entity
lacks the requisite character qualifications to be a
licensee. In making the determination, the FCC considers whether
an applicant or licensee has been the subject of adverse
findings in a judicial or administrative proceeding involving
felonies, the possession or sale of unlawful drugs, fraud,
antitrust violations or unfair competition, employment
discrimination, misrepresentations to the FCC or other
government agencies, or serious violations of the Communications
Act or FCC regulations. To our knowledge, there are no
activities and no judicial or administrative proceedings
involving either the licensees in which we hold a controlling
interest or us that would warrant such a finding by the FCC.

If foreign nationals or their representatives, a
foreign government or its representative or any corporation
organized under the laws of a foreign country own of record or
vote greater than 25 percent of our equity and the FCC
determines that the public interest would be so served, it may
revoke our cellular licenses or require an ownership
restructuring. The FCC will generally permit additional indirect
ownership in excess of the statutory 25 percent benchmark
where that interest is to be held by an entity or entities from
member countries of the World Trade Organization. For investors
from countries that are not members of the World Trade
Organization, the FCC will determine whether the home country of
the foreign investor extends reciprocal treatment called
equivalent competitive opportunities to
U.S. entities. If these opportunities do not exist, the FCC
may not permit investment beyond the 25 percent benchmark.
These restrictions could adversely affect our ability to attract
additional equity financing. We have no knowledge that any
foreign entity directly or indirectly owns a significant
percentage of our capital stock.

The Telecommunications Act of 1996, which made
significant changes to the Communications Act, requires state
public utilities commissions and/or the FCC to implement
policies that mandate local exchange carriers to pay reciprocal
compensation for the exchange of traffic with other carriers,
including CMRS carriers such as us, at rates more closely
related to cost. In a rulemaking proceeding pertaining to
interconnection between local exchange carriers and CMRS
providers such as us, the FCC concluded that local exchange
carriers are required to compensate CMRS providers for the
reasonable costs incurred by these providers in terminating
traffic that originates on local exchange carrier facilities,
and vice versa. The FCC is currently considering changes to
local exchange carrier-CMRS interconnection and other so-called
intercarrier compensation schemes, and the outcome
of the proceeding may affect the manner in which CMRS carriers
are charged or compensated for such traffic.

The Telecommunications Act requires, and the FCC
has adopted, rules that require interstate communications
carriers, including cellular carriers, to make an
equitable and non-discriminatory contribution to a
Universal Service Fund that reimburses communications carriers
that provide basic communications services to users who receive
services at subsidized rates. We have made such payments as the
FCC has required. We may also seek to qualify for payments from
these federal and state programs in high cost areas where we
provide wireless communications services. If such payments are
made available to us, they would be an additional source of
revenue to us that could be used to support the service we
provide in the high cost areas. The FCC recently initiated a
rule making proceeding in which it solicits public comment on
ways of reforming both the manner by which it assesses carrier
contributions to the Universal Service Fund and the way in which
carriers may recover their costs from customers. The FCC also
put in place new restrictions on the way carriers recover their
contributions from customers, effective April 1, 2003. We
are working diligently to comply with these new requirements.
They may have an impact on our ability to recover our
administrative costs for administering our participation in the
program.

Additionally, the Telecommunications Act
specifically exempts all cellular carriers from the obligation
to provide equal access to interstate long distance carriers.
However, the Telecommunications Act gives the FCC the authority
to impose rules to require unblocked access through carrier
identification codes or 800/888 numbers, so that cellular
subscribers are not denied access to the long distance carrier
of their choosing, if the

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FCC determines that the public interest so
requires. Our customers have access to alternative long distance
carriers using toll free numbers.


The Telecommunications Act also imposes
restrictions on a telecommunications carriers use of
customer proprietary network information without prior customer
approval. FCC rules implementing these restrictions have been
revised but have limited potential to impose upon us new costs,
obligations, or burdens on our current marketing activities.

The Telecommunications Act also requires
telecommunications carriers to make their services accessible to
persons with disabilities and the FCCs rules implementing
these requirements are in effect. These rules generally require
service providers to offer equipment and services that are
accessible to and usable by persons with disabilities, if
readily achievable, and to comply with complaint/ grievance
procedures for violations of these provisions. These rules are
largely untested and are subject to interpretation through the
FCCs complaint process. While much of the focus of these
rules is on the manufacture of equipment, carriers such as us
could, if found to have violated the rules, be subject to fines
and/or the imposition of costly new requirements. As a related
matter, the FCC has proposed requiring wireless handsets to be
compatible with hearing aids, which may increase the price of
handsets for customers.

The FCC has determined that inter-exchange (long
distance) service offerings of CMRS providers are subject to
rate averaging and rate integration requirements of the
Telecommunications Act. Rate averaging requires us to average
our intrastate long distance CMRS rates between rural and high
cost areas and urban areas. The FCC has delayed implementation
of the rate integration requirements with respect to wide area
rate plans pending further reconsideration of its rules, and has
delayed the requirement that CMRS carriers integrate their rates
among CMRS affiliates. Other aspects of the FCCs rules
have been vacated by the United States Court of Appeals for the
District of Columbia, and are subject to further consideration
by the FCC. There is a pending proceeding in which the FCC will
determine how integration requirements apply to CMRS offerings,
including single rate plans. To the extent that we offer
services subject to these requirements, our pricing flexibility
is reduced, and there is no assurance that the FCC will decline
to impose these requirements on us and/or across our various
CMRS affiliates.

The overall impact on our business of the
regulatory policy changes flowing from the Telecommunications
Act will likely remain unresolved for the foreseeable future, as
the wireless marketplace continues to absorb its various
pro-competitive initiatives. Provisions of the statute relating
to interconnection, telephone number portability, universal
service, equal access, use of customer proprietary network
information and resale could subject the entire wireless
industry to additional costs and increased competition, the
effects of which cannot currently be determined.



| |                                      
| | -------------------------------------
| | State, Local and Other
    Regulation

The Communications Act preempts state or local
regulation of the market entry of, or the rates charged by, any
CMRS provider, which include cellular telephone service
providers. The FCC denied the petitions of eight states to
continue their rate regulation authority, including authority
over cellular operators. As a practical matter, we are free to
establish rates and offer new products and service with a
minimum of regulatory requirements. The states in which we
operate maintain nominal oversight jurisdiction, primarily
focusing upon prior approval of acquisitions and transfers of
licenses and resolution of customer complaints. However, states
may continue to regulate other terms and conditions
of wireless service, and a number of state authorities have
initiated actions or investigations of various wireless carrier
practices. The outcome of these proceedings is uncertain and
could require us to change certain of our marketing practices
and ultimately increase state regulatory authority over the
wireless industry.

The location and construction of our cellular
transmitter towers and antennas are subject to FCC and Federal
Aviation Administration regulations and are subject to federal,
state and local environmental regulation, as well as state or
local zoning, land use and other regulation. Before we can put a
system into commercial operation, we must obtain all necessary
zoning and building permit approvals for the cell site and
microwave tower locations. The time needed to obtain zoning
approvals and requisite state permits varies from market to
market and state to state. Likewise, variations exist in local
zoning processes. Additionally, any

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proposed site must comply with the FCCs
environmental rules. If zoning approval or requisite state
permits cannot be obtained, or if environmental rules make
construction impossible or infeasible on a particular site, our
network design might be adversely affected, network design costs
could increase and the service provided to our customers might
be reduced.


We cannot assure you that any state or local
regulatory requirements currently applicable to our systems will
not be changed in the future or that regulatory requirements
will not be adopted in those states and localities, which
currently have none. Such changes could impose new obligations
on us that would adversely affect our operating results.



| |                  
| | -----------------
| | Future Regulation

From time to time, federal or state legislators
propose legislation that could affect us, either beneficially or
adversely. We cannot assure you that federal or state
legislation will not be enacted, or that regulations will not be
adopted or actions taken by the FCC or state regulatory
authorities that might adversely affect our business. Changes
such as the allocation by the FCC of radio spectrum for services
that compete with our business could adversely affect our
operating results.

Employees

We have no employees. Our operations are managed
entirely by our parent, Dobson Communications.






|        |           
|------- | ----------
|Item 2. | Properties

Our headquarters are in Oklahoma City, Oklahoma.
We also own office buildings in Youngstown, Ohio and Boardman,
Ohio. As of December 31, 2002, our wireless operations
leased approximately 50 retail stores and outlets. We will
review these leases from time to time and may, in the future,
lease or acquire new facilities as needed. We do not expect to
encounter any material difficulties in meeting our future needs
for any leased space. We collectively owned and leased
approximately 270 cell sites as of December 31, 2002.






|        |                  
|------- | -----------------
|Item 3. | Legal Proceedings

Our wholly-owned subsidiary, Sygnet
Communications Inc., is currently involved in a pending legal
proceeding with the Commonwealth of Pennsylvania. This lawsuit
was brought by the Attorney General of Pennsylvania against
Sygnet Communications, and alleges that Sygnet Communications
violated the Pennsylvania Unfair Trade Practices Act. We have
denied any wrongdoing and intend to vigorously defend the claim.
Total damages sought are estimated at $5.0 million.






|        |                                                        
|------- | -------------------------------------------------------
|Item 4. | Submission of Matters to a Vote of Security
    Holders

Information omitted in accordance with General
Instruction I(2)(c).

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PART II






|        |                                                                          
|------- | -------------------------------------------------------------------------
|Item 5. | Market for Registrants Common Equity and
    Related Stockholder Matters

There is no established trading market for our
common stock. As of March 14, 2003, our parent, Dobson
Communications Corporation was the only holder of record for our
common stock.






|        |                                              
|------- | ---------------------------------------------
|Item 6. | Selected Financial Data of Dobson/
    Sygnet

Information omitted in accordance with General
Instruction I(2)(a)






|        |                                                                                          
|------- | -----------------------------------------------------------------------------------------
|Item 7. | Managements Discussion And Analysis Of
    Financial Condition And Results Of Operations

The following discussion and analysis presents
factors, which we believe are relevant to an assessment and
understanding of our consolidated financial position and results
of operations. This financial and business analysis should be
read in conjunction with our consolidated financial statements
and the notes thereto included in Item 8.

Overview

We own and operate rural and suburban wireless
communication systems serving a large cluster of properties. As
of December 31, 2002, our systems covered a total
population of 2.4 million and we had approximately 323,500
subscribers. Our wireless systems are located in Youngstown,
Ohio and Erie, Pennsylvania, and in primarily rural and suburban
areas between the Cleveland, Akron-Canton, Pittsburgh, Buffalo
and Rochester metropolitan areas. The following discussion and
analysis is of the historical financial condition and results of
operations for us during 2002, 2001 and 2000.

Subscribers

Our subscriber base contains three types of
subscribers; post-paid, reseller and pre-paid. At
December 31, 2002, post-paid subscribers accounted for the
largest portion of our subscriber base, at 98.3%. These
subscribers pay a monthly access fee for a wireless service plan
that generally includes a fixed amount of minutes and certain
service features. In addition to the monthly access fee, these
subscribers are typically billed in arrears for long-distance
charges, roaming charges and rate plan overages. Our reseller
subscribers are similar to our post-paid subscribers in that
they pay monthly fees to utilize our network and services,
however, these subscribers are billed by a third party
(reseller), who has effectively resold our service to the end
user (subscriber). We in turn bill the third party for the
monthly usage of the end user. At December 31, 2002, the
reseller base accounted for 1.4% of our total subscriber base.
Our pre-paid subscribers, which at December 31, 2002
accounted for less than 1% of our subscriber base, are
subscribers that pre-pay for an agreed upon amount of usage.

Our average monthly revenue per subscriber and
total gross additions are calculated and reported based only on
post-paid subscriber information.

Revenue

Our operating revenue consists of service
revenue, roaming revenue and equipment and other revenue.

We derive service revenue primarily by providing
wireless services to our subscribers. The wireless industry has
experienced a trend of declining average revenue per minute as
competition among wireless service providers has led to
reductions in rates for airtime. The yield on our service
revenue (service revenue divided by subscriber minutes-of-use)
was $0.23 for the year ended December 31, 2002, $0.30 for
the year ended December 31, 2001 and $0.30 per minute
for the year ended December 31, 2000. These declines have
generally been offset by increases in average minutes-of-use per
subscriber. We believe that the industry trend of increasing
minutes-of-use per subscriber will continue to offset declining
revenue per minute-of-use due to the continued popularity of
single rate calling plans and the enhanced service capacity of
recently developed digital networks.

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We derive roaming revenue by providing service to
subscribers of other wireless providers when those subscribers
roam into our markets and use our systems to carry
their calls. Roaming revenue accounted for 23.8% of our
operating revenue for the year ended December 31, 2002,
24.6% of our operating revenue for the year ended
December 31, 2001 and 24.6% of our operating revenue for
the year ended December 31, 2000. Roaming revenue typically
yields slightly higher average per minute rates and higher
margins than revenue from our subscribers. We achieve these
higher margins because we incur relatively lower incremental
costs related to network operation, billing, customer service
and collections in servicing roaming customers as compared to
our home subscribers. However, even though roaming revenue
yields have offered higher margins than revenue from our
subscribers, the yields are declining due to increased market
pressures and competition among wireless providers. Our roaming
yield (roaming revenue, which includes airtime, toll charges and
surcharges, divided by roaming minutes-of-use) was $0.24 for the
year ended December 31, 2002, $0.32 for the year ended
December 31, 2001 and $0.37 for the year ended
December 31, 2000. We believe that the trend of increasing
roaming minutes will continue to offset declining roaming
yields. Roaming minutes increased 40.7% for the year ended
December 31, 2002 compared to 2001, and 33.5% for the year
ended December 31, 2001 compared to 2000. Roaming yields
are decreasing as a result of new contracts and scheduled rate
reductions in existing contracts. We believe these roaming
contracts are beneficial because they secure existing traffic
and provide opportunity for a continuing increase in the volume
of traffic. Roaming revenue tends to be impacted by seasonality.
We typically have higher roaming revenue during the second and
third quarters of each year, as users tend to travel more and,
therefore, use their wireless phones more during the spring and
summer months.

We include long-distance revenue in service
revenue and roaming revenue. Equipment revenue is revenue from
selling wireless equipment to our subscribers. Equipment revenue
is recognized when the equipment is delivered to the customer.
Our ability to sell wireless equipment is independent of our
ability to offer wireless services to our customers; therefore,
we consider equipment sales a separate earnings process and
account for it accordingly.

Costs and Expenses

Our primary operating expense categories include
cost of service, cost of equipment, marketing and selling costs,
general and administrative costs and depreciation and
amortization.

Our cost of service consists primarily of costs
to operate and maintain our facilities utilized in providing
service to customers and amounts paid to third-party wireless
providers for providing service to our subscribers when our
subscribers roam into their markets, referred to as
roaming costs. As discussed above with regard to
service revenue, there is a continuing trend toward increasing
minutes-of-use per subscriber. This includes minutes used by our
subscribers when they roam into other providers markets.
Consistent with this trend, our roaming expense per minute has
declined. This decline in expense per minute has helped offset
the increased cost from growth in minutes-of-use per subscriber.

Our cost of equipment represents the costs
associated with telephone equipment and accessories sold. We,
like other wireless providers, have continued the use of
discounts on phone equipment and free phone promotions for
phones sold to our customers as competition between service
providers continues to intensify. As a result, we have incurred,
and expect to continue to incur, losses on equipment sales.
While we expect to continue these discounts and promotions, we
believe that these promotions will result in increased revenue
from increases in the number of wireless subscribers.

Our marketing and selling costs include
advertising, compensation paid to sales personnel and
independent dealers and all other costs to market and sell
wireless products and services, and certain costs related to
customer retention. We pay commissions to sales personnel and
independent dealers for new business generated.

Our general and administrative costs include all
infrastructure costs, including costs for customer support,
billing, collections, and corporate administration.

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Our depreciation and amortization expense
represents the costs associated with the depreciation of our
fixed assets and the amortization of definite life intangible
assets. Through December 31, 2001, these intangible assets
primarily consisted of wireless license acquisition costs and
customer lists. However, with the implementation of Statement of
Financial Accounting Standards, or SFAS, No. 142,
Goodwill and Other Intangible Assets, we ceased the
amortization of wireless license acquisition costs effective
January 1, 2002. See Critical Accounting Policies and
Practices below for further details.

Critical Accounting Policies and
Practices

It is necessary that we use estimates in the
presentation of our financial statements with respect to the
effect of matters that are inherently uncertain. Our use of
estimates and assumptions affects the reported amounts of
assets, liabilities, and the amount of revenue and expenses we
recognize for and during the reporting period.

Our general and administrative expenses and
certain other operating expenses include all infrastructure
costs, including costs for customer support, billing,
collections and corporate administration, all of which are
provided by our parent, Dobson Communications. Dobson
Communications shares these costs with us based primarily on the
estimated subscribers and populations in our respective licensed
areas. If there were a change in the method used to allocate
shared costs between Dobson Communications and us, the change
could have a significant impact on our results of operations.

We depreciate our property, plant and equipment
and amortize our customer lists and certain other definite life
intangible assets over their useful lives. These useful lives
are based on our estimates of the period that the assets will
generate revenue. Our policy was to review the carrying value of
our long-lived assets and certain identifiable intangibles
whenever events or changes in circumstances indicate that the
carrying value may not be recoverable. With the implementation
of SFAS No. 142, Goodwill and Other Intangible
Assets, which requires companies to cease the amortization
of existing goodwill and intangible assets with indefinite
lives, we reassessed the useful lives of our intangible assets.
A significant portion of our intangible assets is classified as
Wireless license acquisition costs, which represents
our costs associated with acquiring our FCC licenses. These
licenses allow us to provide wireless services by giving us the
exclusive right to utilize certain radio frequency spectrum.
Although the FCC licenses are issued for only a fixed time,
generally ten years, these licenses are renewed by the FCC on a
routine basis and for a nominal fee. In addition, we have
determined that there are no legal, regulatory, contractual,
competitive, economic or other factors that limit the useful
life of these FCC licenses. As a result, our wireless license
acquisition costs are treated as indefinite life intangible
assets. Therefore, upon implementing SFAS No. 142 in
its entirety on January 1, 2002, we ceased the amortization
of wireless license acquisition costs and now test for
impairment of wireless license acquisition costs at least
annually and only adjust the carrying amount of these intangible
assets upon an impairment of wireless license acquisition costs.
We also determine on an annual basis whether facts and
circumstances continue to support an indefinite useful life.

This change in policy has and may continue to
have a significant impact to our results of operations and
financial position. For the years ended December 31, 2001
and 2000 the aggregate amount of amortization expense, net of
income tax benefit, attributable to our wireless license
acquisition costs was $29.7 million and $28.9 million.
Without this amortization, our 2001 and 2000 operating results
would have been:

|                                                               |  |                        |        |      |  |   |         | 
|-------------------------------------------------------------- |  | ---------------------- | ------ | ---- |  | - | ------- | 
|                                                               |  | 2001                   |        | 2000
|                                                               |  |                        |        |     
|                                                               |  |                       
|                                                               |  | ($ in thousands except
|                                                               |  | per share data)       
|Net loss applicable to common stockholder                      |  | $                      | 8,588  |      |  | $ | 17,408  | 
|Net loss applicable to common stockholder per
    common share |  | $                      | 85,882 |      |  | $ | 174,078 | 

Through December 31, 2001, as stated above,
our accounting policy for impairment of long-lived assets was to
review the carrying value of our long-lived assets and certain
identifiable intangible assets whenever events or changes in
circumstances indicate that the carrying value may not be
recoverable. If such circumstances were deemed to exist, the
carrying value of the asset would be compared to the estimated
undiscounted future cash flows generated by the asset. Our
definite life assets will continue to be amortized

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over their estimated useful lives and are subject
to the same impairment criteria. As a result of fully
implementing SFAS No. 142 on January 1, 2002, we
are now required to evaluate the carrying value of our
indefinite life intangible assets using their fair values, at
least annually. To complete this evaluation, we first performed
a comparison of the carrying amount of our wireless license
acquisition costs to the fair value of those assets. For
purposes of this comparison, it is our policy to aggregate our
wireless license acquisition costs. We determined the fair value
of our wireless license acquisition costs based on their
estimated future discounted cash flows. Based on the comparison
we performed upon implementation, we determined that the
carrying amount of our wireless license acquisition costs
exceeded their estimated fair value. Therefore, upon
implementation of this new pronouncement in its entirety, we
recorded a charge, net of income tax benefit, of
$137.8 million to reflect the write-down of our wireless
license acquisition costs to their fair value.


As a result of the impairment recognized upon
implementing SFAS No. 142, the adoption of
SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets, had no further impact to
our financial statements during 2002. SFAS No. 144,
replaces SFAS No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of. However, it maintains the fundamental
provisions of SFAS No. 121 for recognition and
measurement of the impairment of long-lived assets to be held
and used and for measurement of long-lived assets to be disposed
of by sale.

We believe it is necessary for an understanding
of our significant accounting policies to read the above in
conjunction with Note 2 of Item 8, Significant
Accounting Policies, of this Form 10-K.

Results of Operations

In the text below, financial statement numbers
have been rounded; however, the percentage changes are based on
the actual financial statement numbers.

Year Ended December 31, 2002 Compared
to Year ended December 31, 2001

Operating revenue.For the year ended
December 31, 2002, our total operating revenue increased
$15.2 million, or 8.1%, to $202.8 million from
$187.6 million for the comparable period in 2001. The
following table sets forth the components of our operating
revenue for the periods indicated:

|                            |       |                         |         |            |  |        |      |            |   |   |         |         |  |  |      |       |  
|--------------------------- | ----- | ----------------------- | ------- | ---------- |  | ------ | ---- | ---------- | - | - | ------- | ------- |  |  | ---- | ----- | -
|                            |       |                        
|                            |       | Year Ended December 31,
|                            |       |                        
|                            |       |                         |         |           
|                            |       | 2002                    |         | 2001      
|                            |       |                         |         |           
|                            |       | Amount                  |         | Percentage |  | Amount |      | Percentage
|                            |       |                         |         |            |  |        |      |           
|                            |       |                        
|                            |       | ($ in thousands)       
|Service revenue             |       | $                       | 148,050 |            |  |        | 73.0 | %          |   | $ | 134,613 |         |  |  | 71.7 | %    
|Roaming revenue             |       |                         | 48,346  |            |  |        | 23.8 | %          |   |   | 46,098  |         |  |  | 24.6 | %    
|Equipment and other revenue |       |                         | 6,410   |            |  |        | 3.2  | %          |   |   | 6,915   |         |  |  | 3.7  | %    
|                            |       |                         |         |            |  |        |      |            |   |   |         |         |  |  |      |      
|                            | Total |                         | $       | 202,806    |  |        |      | 100.0      | % |   | $       | 187,626 |  |  |      | 100.0 | %
|                            |       |                         |         |            |  |        |      |            |   |   |         |         |  |  |      |      

For the year ended December 31, 2002, our
service revenue increased $13.5 million, or 10.0%, to
$148.1 million from $134.6 million for the year ended
December 31, 2001. This increase was attributable to
increased penetration and usage. Our subscriber base increased
11.4% to 323,500 at December 31, 2002 from 290,300 at
December 31, 2001. On December 31, 2002, 90.5% of our
subscriber base was on digital rate plans compared to 79.6% at
December 31, 2001. Our digital rate plans typically produce
higher service revenue per subscriber and allow subscribers to
use more minutes in a larger home area than our analog rate
plans. However, our average monthly service revenue per
subscriber decreased to $40 for the year ended December 31,
2002 compared to $41 for the year ended December 31, 2001.
Despite our average monthly service revenue per subscriber being
positively impacted by changes in the mix of digital and analog
subscribers in our subscriber base, our average monthly service
revenue per subscriber has decreased due to continued increases
in competition and market pressures.

For the year ended December 31, 2002, our
roaming revenue increased $2.2 million, or 4.9%, to
$48.3 million from $46.1 million for the year ended
December 31, 2001. This increase was primarily

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attributable to a 40.7% increase in roaming
minutes in our markets due to expanded coverage areas and
increased usage in these markets, offset by a 25.0% decline in
our roaming revenue per minute-of-use. As previously described,
both the increase in roaming minutes, along with the decline in
our roaming yield have resulted from roaming agreements we have
entered into which encourage our roaming partners to send us
additional traffic by offering them reduced roaming rates.


For the year ended December 31, 2002, our
equipment and other revenue decreased $0.5 million, or
7.3%, to $6.4 million from $6.9 million for the year
ended December 31, 2001. This decrease is due to a decrease
in gross subscriber additions, along with a decrease in the
migration of existing subscribers from analog to digital service
during 2002 compared to 2001. Gross subscriber additions totaled
87,800 for the year ended December 31, 2002 compared to
gross subscriber additions of 91,600 in 2001. In addition,
during 2001, we migrated 40,100 customers from analog to digital
service compared to only 11,300 during 2002.

Cost of
Service.For the year ended
December 31, 2002, our total cost of service increased
$0.8 million, or 1.9%, to $44.7 million from
$43.9 million for the comparable period in 2001. The
following table sets forth the components of our cost of service
for the periods indicated:

|              |                       |                         |        |            |  |        |      |            |   |   |        |        |  |  |      |       |  
|------------- | --------------------- | ----------------------- | ------ | ---------- |  | ------ | ---- | ---------- | - | - | ------ | ------ |  |  | ---- | ----- | -
|              |                       |                        
|              |                       | Year Ended December 31,
|              |                       |                        
|              |                       |                         |        |           
|              |                       | 2002                    |        | 2001      
|              |                       |                         |        |           
|              |                       | Amount                  |        | Percentage |  | Amount |      | Percentage
|              |                       |                         |        |            |  |        |      |           
|              |                       |                        
|              |                       | ($ in thousands)       
|Network costs |                       | $                       | 24,256 |            |  |        | 54.3 | %          |   | $ | 21,489 |        |  |  | 49.0 | %    
|Roaming costs |                       |                         | 20,417 |            |  |        | 45.7 | %          |   |   | 22,367 |        |  |  | 51.0 | %    
|              |                       |                         |        |            |  |        |      |            |   |   |        |        |  |  |      |      
|              | Total cost of service |                         | $      | 44,673     |  |        |      | 100.0      | % |   | $      | 43,856 |  |  |      | 100.0 | %
|              |                       |                         |        |            |  |        |      |            |   |   |        |        |  |  |      |      

For the year ended December 31, 2002, our
network costs, which are the costs we incur from operating our
wireless network and providing service to our customers,
increased $2.8 million, or 12.9%, to $24.3 million
from $21.5 million for the comparable period in 2001. This
increase was primarily the result of increased toll charges.
Toll charges have increased as a result of offering more
national and regional rate plans, which often have a certain
amount of free long-distance minutes included in the fixed
monthly access charge.

For the year ended December 31, 2002,
roaming costs decreased by $2.0 million, or 8.7%, to
$20.4 million from $22.4 million compared to the same
period in 2001. This decrease was the result of a 20.8% decline
in rates charged by those providers resulting from new lower
rate agreements, offset by a 18.7% increase in the minutes used
by our customers on third-party wireless providers networks.

Cost of equipment.For the year ended
December 31, 2002, our cost of equipment decreased
$4.1 million, or 18.4%, to $17.9 million from
$22.0 million in 2001. This decrease is due to a decrease
in gross subscriber additions during 2002 compared to 2001, and
from a decrease in the equipment upgrades during 2002.

Marketing and selling costs.For the year ended
December 31, 2002, our marketing and selling costs
decreased slightly to $25.2 million from $25.6 million
for the year ended December 31, 2001. This decrease is a
result of efficiencies gained from centralized marketing
functions with our parent, Dobson Communications, and a decrease
in gross subscriber additions. As a percentage of total
operating revenue, marketing and selling costs decreased 1.3% to
12.4% for the year ended December 31, 2002 compared to
13.7% for the year ended December 31, 2001.

General and administrative costs.For the year ended
December 31, 2002, our general and administrative costs
increased $1.1 million, or 4.1%, to $28.5 million from
$27.4 million for the year ended December 31, 2001.
This increase was the result of increased infrastructure costs,
including customer service, billing, collections and
administrative costs as a result of the overall growth of our
business. Our overall monthly general and administrative costs
per subscriber remained constant at $8 for 2002 and 2001.

Depreciation and amortization expense.For the year ended
December 31, 2002, our depreciation and amortization
expense decreased $47.2 million, or 62.4%, to
$28.4 million from $75.6 million for 2001. This

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decrease is a result of implementing
SFAS No. 142, Goodwill and Other Intangible
Assets, which required companies to stop amortizing
existing goodwill and intangible assets with indefinite lives
effective January 1, 2002. Under this new rule we treat our
wireless license acquisition costs as indefinite life intangible
assets. For the year ended December 31, 2001, the aggregate
amount of amortization expense attributable to our wireless
license acquisition costs was $47.8 million.


Interest expense.For the year ended
December 31, 2002, our interest expense decreased
$10.9 million, or 19.4%, to $45.1 million from
$56.0 million for the year ended December 31, 2001.
This decrease is a result of decreased interest rates and the
reduction of the outstanding balance on our revolving credit
facility.

Net loss applicable to common stockholder.For the year ended
December 31, 2002, our net loss applicable to common
stockholder was $129.8 million. Our net loss applicable to
common stockholder increased $91.6 million, or 239.5%, from
$38.2 million for the year ended December 31, 2001.
The increase was primarily a result of an extraordinary loss
from change in accounting principle for the year ended
December 31, 2002, offset by increases in overall operating
income.

Year Ended December 31, 2001 Compared
to Year ended December 31, 2000

Operating revenue.For the year ended
December 31, 2001, our total operating revenue increased
$22.9 million, or 13.9%, to $187.6 million from
$164.7 million for the comparable period in 2000. The
following table sets forth the components of our operating
revenue for the periods indicated:

|                            |       |                         |         |            |  |        |      |            |   |   |         |         |  |  |      |       |  
|--------------------------- | ----- | ----------------------- | ------- | ---------- |  | ------ | ---- | ---------- | - | - | ------- | ------- |  |  | ---- | ----- | -
|                            |       |                        
|                            |       | Year Ended December 31,
|                            |       |                        
|                            |       |                         |         |           
|                            |       | 2001                    |         | 2000      
|                            |       |                         |         |           
|                            |       | Amount                  |         | Percentage |  | Amount |      | Percentage
|                            |       |                         |         |            |  |        |      |           
|                            |       |                        
|                            |       | ($ in thousands)       
|Service revenue             |       | $                       | 134,613 |            |  |        | 71.7 | %          |   | $ | 115,344 |         |  |  | 70.0 | %    
|Roaming revenue             |       |                         | 46,098  |            |  |        | 24.6 | %          |   |   | 40,509  |         |  |  | 24.6 | %    
|Equipment and other revenue |       |                         | 6,915   |            |  |        | 3.7  | %          |   |   | 8,853   |         |  |  | 5.4  | %    
|                            |       |                         |         |            |  |        |      |            |   |   |         |         |  |  |      |      
|                            | Total |                         | $       | 187,626    |  |        |      | 100.0      | % |   | $       | 164,706 |  |  |      | 100.0 | %
|                            |       |                         |         |            |  |        |      |            |   |   |         |         |  |  |      |      

For the year ended December 31, 2001, our
service revenue increased $19.3 million, or 16.7%, to
$134.6 million from $115.3 million for the year ended
December 31, 2000. This increase was attributable to
increased penetration and usage. Our subscriber base increased
12.0% to 290,300 at December 31, 2001 from 259,200 at
December 31, 2000. Our average monthly service revenue per
subscriber increased to $41 for the year ended December 31,
2001 compared to $40 for the year ended December 31, 2000.
Our average monthly service revenue per subscriber has been
positively impacted by changes in the mix of digital and analog
subscribers in our subscriber base. On December 31, 2001,
79.6% of our subscriber base was on digital rate plans compared
to 48.3% at December 31, 2000. Our digital rate plans
typically produce higher service revenue per subscriber and
allow subscribers to use more minutes in a larger home area than
our analog rate plans.

For the year ended December 31, 2001, our
roaming revenue increased $5.6 million, or 13.8%, to
$46.1 million from $40.5 million for the year ended
December 31, 2000. This increase was primarily attributable
to a 33.5% increase in roaming minutes in our markets due to
expanded coverage areas and increased usage in these markets,
offset by a 13.5% decline in our roaming revenue per
minute-of-use. As previously described, both the increase in
roaming minutes, along with the decline in our roaming yield
have resulted from roaming agreements we have entered into which
encourage our roaming partners to send us additional traffic by
offering them reduced roaming rates.

For the year ended December 31, 2001, our
equipment and other revenue decreased $2.0 million, or
21.9%, to $6.9 million from $8.9 million for the year
ended December 31, 2000. This decrease is due to increased
discounts on sales of equipment as a result of more competitive
markets.

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Cost of
Service.For the year ended
December 31, 2001, our total cost of service increased
$10.7 million, or 32.1%, to $43.9 million from
$33.2 million for the comparable period in 2000. The
following table sets forth the components of our cost of service
for the periods indicated:

|              |                       |                         |        |            |  |        |      |            |   |   |        |        |  |  |      |       |  
|------------- | --------------------- | ----------------------- | ------ | ---------- |  | ------ | ---- | ---------- | - | - | ------ | ------ |  |  | ---- | ----- | -
|              |                       |                        
|              |                       | Year Ended December 31,
|              |                       |                        
|              |                       |                         |        |           
|              |                       | 2001                    |        | 2000      
|              |                       |                         |        |           
|              |                       | Amount                  |        | Percentage |  | Amount |      | Percentage
|              |                       |                         |        |            |  |        |      |           
|              |                       |                        
|              |                       | ($ in thousands)       
|Network costs |                       | $                       | 21,489 |            |  |        | 49.0 | %          |   | $ | 16,847 |        |  |  | 50.8 | %    
|Roaming costs |                       |                         | 22,367 |            |  |        | 51.0 | %          |   |   | 16,346 |        |  |  | 49.2 | %    
|              |                       |                         |        |            |  |        |      |            |   |   |        |        |  |  |      |      
|              | Total cost of service |                         | $      | 43,856     |  |        |      | 100.0      | % |   | $      | 33,193 |  |  |      | 100.0 | %
|              |                       |                         |        |            |  |        |      |            |   |   |        |        |  |  |      |      

For the year ended December 31, 2001, our
network costs, which are the costs we incur from operating our
wireless network and providing service to our customers,
increased $4.6 million, or 27.6%, to $21.4 million
from $16.8 million for the comparable period in 2000. This
increase was primarily attributable to a $2.0 million
increase in networking costs, such as interconnection charges
and fixed circuit charges, a $1.3 million increase in rent
incurred from our cell site leases as a result of the continued
build-out of our network, and a $1.2 million increase in
ordinary repairs and maintenance related to our network.

For the year ended December 31, 2001,
roaming costs increased by $6.1 million, or 36.8%, to
$22.4 million from $16.3 million compared to the same
period in 2000. This increase was the result of a 20.0% decline
in rates charged by those providers resulting from new lower
rate agreements, offset by a 67.0% increase in the minutes used
by our customers on third-party wireless providers networks.

Cost of equipment.For the year ended
December 31, 2001, our cost of equipment decreased
$0.9 million, or 4.0%, to $22.0 million from
$22.9 million in 2000, primarily as a result of decreases
in the cost of wireless equipment due to new technology.

Marketing and selling costs.For the year ended
December 31, 2001, our marketing and selling costs
decreased slightly to $25.6 million from $26.0 million
for the year ended December 31, 2000. In addition, as a
percentage of total operating revenue, marketing and selling
costs decreased to 13.7% for the year ended December 31,
2001 from 15.8% for the year ended December 31, 2000, as a
result of efficiencies gained from centralized marketing
functions with our parent, Dobson Communications. With these
efficiencies gained, we were able to decrease overall marketing
and selling costs while increasing our gross subscriber
additions. Gross subscriber additions totaled 91,600 for the
year ended December 31, 2001 compared to gross subscriber
additions of 90,400 in 2000.

General and administrative costs.For the year ended
December 31, 2001, our general and administrative costs
increased $2.9 million, or 11.6%, to $27.4 million
from $24.5 million for the year ended December 31,
2000. This increase was the result of increased infrastructure
costs, including customer service, billing, collections and
administrative costs as a result of the overall growth of our
business. Our overall monthly general and administrative costs
per average subscriber remained constant at $8 for 2001 and 2000.

Depreciation and amortization expense.For the year ended
December 31, 2001, our depreciation and amortization
expense increased $5.8 million, or 8.2%, to
$75.6 million from $69.8 million for 2000. This
increase is a result of additional depreciation on fixed assets
acquired in 2000 and 2001.

Interest expense.For the year ended
December 31, 2001, our interest expense decreased
$9.2 million, or 14.2%, to $56.0 million from
$65.2 million for the year ended December 31, 2000.
This decrease is a result of decreased interest rates and the
reduction of the outstanding balance on our revolving credit
facility.

Net loss applicable to common stockholder.For the year ended
December 31, 2001, our net loss applicable to common
stockholder was $38.2 million. Our net loss applicable to
common stockholder decreased $8.1 million, or 17.4%, from
$46.3 million in the year ended December 31, 2000. The
decrease was primarily a result of the decrease in operating
loss combined with decreased interest expense for the year ended
December 31, 2001, compared to 2000.

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Liquidity and Capital Resources

We have required, and will likely continue to
require, substantial capital to further develop, expand and
upgrade our wireless systems and those we may acquire. We have
financed our operations through cash flows from operating
activities, capital contributions from our parent, bank debt and
the sale of debt securities.

Cash Flow Activities

At December 31, 2002, we had a working
capital deficit of $5.8 million, a ratio of current assets
to current liabilities of 0.9:1, and an unrestricted cash
balance of $29.5 million, which compares to a working
capital deficit of $5.9 million, a ratio of current assets
to current liabilities of 0.8:1, and an unrestricted cash
balance of $4.3 million at December 31, 2001.

Our net cash provided by operating activities
totaled $49.7 million for the year ended December 31,
2002, $18.3 million for the year ended December 31,
2001 and $0.7 million for the year ended December 31,
2000. These increases from 2000 to 2001 and from 2001 to 2002
have resulted from increased income from operations.

Our net cash used in investing activities totaled
$9.7 million for the year ended December 31, 2002,
$47.2 million for the year ended December 31, 2001 and
$15.4 million for the year ended December 31, 2000.
During 2002, the cash used in investing activities was primarily
from capital expenditures of $22.1 million, offset by an
increase in payable-affiliate of $12.4 million. This
increase in payable-affiliate is a result of us owing our
parent, Dobson Communications, for the services they provide us
throughout the year. We periodically reimburse them for these
services. During 2001, the cash used in investing related
primarily to capital expenditures of $22.5 million and a
decrease in payables-affiliate of $25.3 million. In
addition, during 2000, the cash used in investing related
primarily to capital expenditures of $31.5 million, offset
by an increase in payable-affiliates of $16.0 million.

Net cash used in financing activities was
$14.9 million for the year ended December 31, 2002,
and net cash provided by financing activities was
$24.2 million for the year ended December 31, 2001 and
$21.4 million for the year ended December 31, 2000.
Financing activity uses for 2002 consisted primarily of
repayments of long-term debt of $35.3 million, offset by
proceeds from long-term debt of $20.5 million. Financing
activity sources for the year ended December 31, 2001
consisted primarily of maturities of restricted investments of
$27.1 million, proceeds from long-term debt of
$63.5 million and capital contributions of
$32.0 million, which was offset by repayments of long-term
debt totaling $98.3 million. Financing activity sources for
the year ended December 31, 2000, consisted primarily of
maturities of restricted investments of $22.1 million,
proceeds from long-term debt of $20.0 million and capital
contributions of $62.6 million, which was offset by
repayments of long-term debt totaling $83.1 million.

We had capital expenditures of $22.1 million
during 2002. We have budgeted approximately $20.0 million
for capital expenditures in 2003. The amount and timing of
capital expenditures may vary depending on the rate at which we
expand and develop our wireless systems and new regulatory
requirements.

Through our wholly-owned subsidiary, Sygnet
Wireless, Inc., we are a party to a secured credit agreement for
an aggregate of $315.4 million, consisting of a
$34.0 million revolving credit facility and
$281.4 million of term loans. Interest on the revolving
credit facility and the term loans is based on a prime rate or a
LIBOR formula, and has ranged between 4.1% and 10.5% since
inception. As of December 31, 2002 we had
$285.4 million outstanding and we had $30.0 million of
availability. Obligations under our facility are secured by a
pledge of the capital stock of our subsidiary as well as a lien
on substantially all of our assets and our operating subsidiary.
The credit facility requires that we maintain certain financial
ratios. The failure to maintain such ratios would constitute an
event of default, notwithstanding our ability to meet our debt
service obligations. As of December 31, 2002 we were in
compliance with the required financial ratios. In addition, our
ability to borrow under our credit facility is limited by the
requirement that, on a quarterly basis, the amount available
under our credit facility will reduce until it terminates.
During the year ended December 31, 2002, our total
scheduled principal payments were $14.3 million under this
facility. In addition, during 2003 we will be required to make
additional scheduled principal payments totaling
$28.3 million.

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As of December 31, 2002 we had outstanding
$200.0 principal amount of senior notes that bear interest at an
annual rate of 12.25% and mature in 2008.

The table below sets forth all of our contractual
cash obligations as of December 31, 2002, which are
obligations during the following years:

|                             |                                    |      |        |                  |  |           |         |                |  |   |         |         |  |   |         |         | 
|---------------------------- | ---------------------------------- | ---- | ------ | ---------------- |  | --------- | ------- | -------------- |  | - | ------- | ------- |  | - | ------- | ------- | 
|Contractual Cash Obligations |                                    | 2003 |        | 2004-2005        |  | 2006-2007 |         | 2008 and After
|                             |                                    |      |        |                  |  |           |         |               
|                             |                                    |      |        |                  |  |          
|                             |                                    |      |        | ($ in thousands) |  |          
|Long-term debt               |                                    | $    | 28,250 |                  |  | $         | 114,000 |                |  | $ | 143,137 |         |  | $ | 200,000 |        
|Operating leases             |                                    |      | 7,370  |                  |  |           | 12,930  |                |  |   | 9,715   |         |  |   | 14,205  |        
|                             |                                    |      |        |                  |  |           |         |                |  |   |         |         |  |   |         |        
|                             | Total contractual cash obligations |      | $      | 35,620           |  |           | $       | 126,930        |  |   | $       | 152,852 |  |   | $       | 214,205 | 
|                             |                                    |      |        |                  |  |           |         |                |  |   |         |         |  |   |         |        

In addition to the above cash obligations, we are
required to pay cash interest payments on our 12.25% senior
notes. The interest payments on our senior notes will total
$24.5 million annually through maturity in 2008.

The principal stockholder of Dobson
Communications, DCCLP, and certain of its affiliates, are
parties to credit agreements with Bank of America, N.A. These
credit agreements had aggregate principal amounts outstanding of
approximately $307.8 million as of December 31, 2002,
including fees and interest. To secure their obligations under
these credit agreements, DCCLP and its affiliates individually
pledged certain assets, which include beneficial ownership of
securities representing controlling interests in DCCLP and
Dobson Communications. If any of the loans are not paid at
maturity or if an event of default occurs under any of the loan
agreements and the lender elects to foreclose on the collateral,
we could experience a change of control under the indenture
governing our outstanding senior notes. Upon a change of
control, we would be required to offer to purchase our
outstanding senior notes at 101% of the principal amount plus
accrued and unpaid interest. As of December 31, 2002, we
did not have the funds necessary or available facilities to
complete the repurchase. If we failed to complete the purchase
of the tendered senior notes, the senior noteholders or the
indenture trustee would be entitled to accelerate the maturity
of the senior notes. A foreclosure on DCCLPs pledged
shares could also result in an event of default under our credit
facility, potentially resulting in the acceleration of all
outstanding indebtedness under our credit facility. These
factors raise substantial doubt about our ability to continue
operating as a going concern.

On March 31, 2003, Bank of America and DCCLP
reached an agreement in principle for the amendment and
restructuring of the DCCLP loan. Under the terms of the
agreement in principle, Bank of America would permanently
release its lien on a sufficient number of shares of Dobson
Communications common stock, so that DCCLP would retain a
controlling interest in Dobson Communications and no change of
control could occur under credit agreements, indentures,
preferred stock and other instruments to which Dobson
Communications and its subsidiaries are parties in the event of
a subsequent default by DCCLP under the restructure loan. The
agreement in principle is not binding to either party, and is
subject to the completion of a definitive legal agreement. In
order to allow time for the completion of a definitive legal
agreement, Bank of America has agreed to extend the maturity
date of the DCCLP loan to April 21, 2003. We can provide no
assurance that DCCLP and Bank of America will consummate the
transactions provided for in the agreement in principle.

Although we cannot provide you any assurance, we
believe that borrowings under our bank facility and cash flow
from operations will be sufficient to satisfy our capital
expenditure, working capital and debt service obligations for
the next twelve months. We will need to refinance our bank
facility and the senior notes at their maturities, which begin
in 2007. Our ability to do so will depend on, among other
things, our financial condition at the time, the restrictions in
the instruments governing our indebtedness and other factors,
including market conditions beyond our control. The actual
amount and timing of our future capital requirements may differ
materially from our estimates as a result of, among other
things, the demand for our services and regulatory,
technological and competitive developments. Sources of
additional financing may include commercial bank borrowings,
vendor financing and the sale of equity or debt securities. We
cannot assure you that any such financing will be available on
acceptable terms or at all.

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Effect of New Accounting Standards

In July 2001, the Financial Accounting Standards
Board, or FASB, issued SFAS No. 141, Business
Combinations and No. 142, Goodwill and Other
Intangible Assets. These standards prohibit the
application of the pooling-of-interests method of accounting for
business combinations effective June 30, 2001 and require
companies to cease the amortization of existing goodwill and
intangible assets with indefinite lives effective
January 1, 2002. As a result of the adoption of
SFAS No. 142, and as discussed above, we reassessed
the useful lives of our intangible assets. For the years ended
December 31, 2001 and 2000, we recorded $29.7 million
and $28.9 million of amortization expense, net of income
tax benefit, related to our wireless license acquisition costs.
Without this amortization, our 2001 and 2000 operating results
would have been:

|                                                               |  |                        |        |      |  |   |         | 
|-------------------------------------------------------------- |  | ---------------------- | ------ | ---- |  | - | ------- | 
|                                                               |  | 2001                   |        | 2000
|                                                               |  |                        |        |     
|                                                               |  |                       
|                                                               |  | ($ in thousands except
|                                                               |  | per share data)       
|Net loss applicable to common stockholder                      |  | $                      | 8,588  |      |  | $ | 17,408  | 
|Net loss applicable to common stockholder per
    common share |  | $                      | 85,882 |      |  | $ | 174,078 | 

In July 2001, the FASB issued
SFAS No. 143, Accounting for Asset Retirement
Obligations. This statement provides accounting and
reporting standards for costs associated with the retirement of
long-lived assets. It requires entities to record the fair value
of a liability for an asset retirement obligation in the period
in which it is incurred. When the liability is initially
recorded, the entity capitalizes a cost by increasing the
carrying amount of the related long-lived asset. Over time, the
liability is accreted to its present value each period, and the
capitalized cost is depreciated over the useful life of the
related asset. Upon settlement of the liability, an entity
either settles the obligation for its recorded amount or incurs
a gain or loss upon settlement. We do not expect the adoption of
SFAS No. 143 to have a material effect on our
financial condition or operations. SFAS No. 143 is
required to be implemented effective January 1, 2003.

In October 2001, the FASB issued
SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets. This statement replaces
SFAS No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of. However, it maintains the fundamental provisions of
SFAS No. 121 for recognition and measurement of the
impairment of long-lived assets to be held and used and for
measurement of long-lived assets to be disposed of by sale. This
statement applies to all long-lived assets, including
discontinued operations, and replaces the provisions of APB
Opinion No. 30, Reporting the Results of
OperationsReporting the Effects of Disposal of a Segment
of a Business, for the disposal of segments of a business.
This statement requires that those long-lived assets be measured
at the lower of carrying amount or fair value less cost to sell.
We implemented this standard in the fourth quarter of 2001,
effective January 1, 2001, with no impact to our financial
statements.

In July 2002, the FASB issued
SFAS No. 146, Accounting for Costs Associated
with Exit or Disposal Activities. The provisions of
SFAS No. 146 are effective for exit or disposal
activities that are initiated after December 31, 2002. We
do not expect the adoption of SFAS No. 146 to have a
material effect on our financial condition or operations.

The FASBs Emerging Issues Task Force issued
EITF 00-21: Accounting for Revenue Arrangements with
Multiple Deliverables, to address certain revenue
recognition issues. The guidance provided from EITF 00-21
addresses both the timing and classification in accounting for
different earnings processes. We do not expect that the adoption
of EITF 00-21 will have a material impact on our financial
condition or operations.

Forward-Looking Statements

The description of our plans set forth herein,
including planned capital expenditures and acquisitions, are
forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of
1995. These plans involve a number of risks and uncertainties.
Important factors that could cause actual capital expenditures,
acquisition activity or our performance to differ materially
from the plans include, without limitation, our ability to
satisfy the financial covenants of our outstanding debt
instruments and to raise additional capital; our ability to
manage our rapid growth successfully and to compete effectively

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in our wireless business against competitors with
greater financial, technical, marketing and other resources;
changes in end-user requirements and preferences; the
development of other technologies and products that may gain
more commercial acceptance than those of ours; and adverse
regulatory changes. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only
as of the date hereof. We undertake no obligation to update or
revise these forward-looking statements to reflect events or
circumstances after the date hereof including, without
limitation, changes in our business strategy or planned capital
expenditures, or to reflect the occurrence of unanticipated
events.







|         |                                                              
|-------- | -------------------------------------------------------------
|Item 7A. | Quantitative and Qualitative Disclosure About
    Market Risk

Our primary market risk relates to changes in
interest rates. Market risk is the potential loss arising from
adverse changes in market prices and rates, including interest
rates. We do not enter into derivatives or other financial
instruments for trading or speculative purposes. The objective
of our financial risk management is to minimize the negative
impact of interest rate fluctuations on our earnings and equity.
We currently are not involved with any derivatives or other
financial instruments.

At December 31, 2002, we had long-term debt
outstanding of $485.4 million, of which,
$285.4 million bears interest at floating rates. These
rates averaged 5.0% for the year ended December 31, 2002.
One percentage point of an interest rate adjustment would change
our cash interest payments on an annual basis by approximately
$2.9 million.

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|        |                                                
|------- | -----------------------------------------------
|Item 8. | Financial Statements and Supplementary
    Data

INDEX TO CONSOLIDATED FINANCIAL
STATEMENTS

|                                                                                                                       |  |      |    | 
|---------------------------------------------------------------------------------------------------------------------- |  | ---- | -- | 
|                                                                                                                       |  | Page
|                                                                                                                       |  |     
|Dobson/Sygnet Communications Company                                                                                   |  |      |    | 
|Independent Auditors Report                                                                                            |  |      | 29 | 
|Report of Independent Public Accountants                                                                               |  |      | 30 | 
|Consolidated Balance Sheets as of
    December 31, 2002 and 2001                                                       |  |      | 31 | 
|Consolidated Statements of Operations for the
    years ended December 31, 2002, 2001 and 2000                         |  |      | 32 | 
|Consolidated Statements of Stockholders
    (Deficit) Equity for the years ended December 31, 2002,
    2001 and 2000 |  |      | 33 | 
|Consolidated Statements of Cash Flows for the
    years ended December 31, 2002, 2001 and 2000                         |  |      | 34 | 
|Notes to Consolidated Financial Statements                                                                             |  |      | 35 | 
|                                                                                                                      
|INDEX TO SUPPLEMENTARY DATA                                                                                           
|                                                                                                                      
|Dobson/ Sygnet Communications
    Company                                                                              |  |      |    | 
|Selected quarterly financial data                                                                                      |  |      | 45 | 

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INDEPENDENT AUDITORS REPORT

To the Board of Directors and Stockholder of

Dobson/Sygnet Communications Company:


We have audited the 2002 consolidated financial
statements of Dobson/Sygnet Communications Company (an Oklahoma
corporation) and subsidiaries as listed in the accompanying
index. In connection with our audit of the 2002 consolidated
financial statements, we also have audited the 2002 financial
statement schedule as listed in item 15(a)(2). These
consolidated financial statements and financial statement
schedule are the responsibility of the Companys
management. Our responsibility is to express an opinion on these
financial statements and financial statement schedule based on
our audit. The 2001 and 2000 consolidated financial statements
and financial statements schedule of Dobson/Sygnet
Communications Company as listed in the accompanying index were
audited by other auditors who have ceased operations. Those
auditors expressed an unqualified opinion on those consolidated
financial statements and financial statement schedule in their
report dated March 22, 2002.

We conducted our audit in accordance with
auditing standards generally accepted in the United States of
America. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, the 2002 consolidated financial
statements referred to above present fairly, in all material
respects, the consolidated financial position of Dobson/Sygnet
Communications Corporation and subsidiaries as of
December 31, 2002, and the results of their operations and
their cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States of
America. Also, in our opinion, the related 2002 financial
statement schedule, when considered in relation to the
consolidated financial statements taken as a whole, present
fairly, in all material respects, the information set forth
therein.

The accompanying consolidated financial
statements have been prepared assuming that the Company will
continue as a going concern. As discussed in Note 4 to the
consolidated financial statements, the principal stockholder of
Dobson Communications, DCCLP, and certain of its affiliates may
be unable to satisfy or extend the maturity date of loans that
are secured by Dobson Communications common stock and if the
lender elects to foreclose upon the collateral, the Company
could experience a change in control under the indentures
governing its outstanding notes, which would require the Company
to offer to purchase all of its outstanding notes at 101% of the
principal amount plus accrued and unpaid interest. These factors
raise substantial doubt about the Companys ability to
continue operating as a going concern. Managements plans
in regard to these matters are also described in Note 4.
The consolidated financial statements do not include any
adjustments that might result from the outcome of this
uncertainty.

As discussed in Note 2 to the consolidated
financial statements, as of January 1, 2002, the Company
adopted the provisions of Statement of Financial Accounting
Standards No. 142 related to the change in accounting for
identifiable intangible assets with indefinite lives.

As discussed above, the financial statements of
Dobson/ Sygnet Communications Company as of December 31,
2001, and for each of the years in the two-year period then
ended were audited by other auditors who have ceased operations.
As described in Note 2, these financial statements have
been revised to include the transitional disclosures required by
Statement of Financial Accounting Standards (Statement)
No. 142, Goodwill and Other Intangible Assets, which
was adopted by Dobson/ Sygnet Communications Company as of
January 1, 2002. Our audit procedures with respect to the
disclosures in Note 2 with respect to 2001 and 2000
included (a) agreeing the previously reported net loss to
the previously issued financial statements and the adjustments
to reported net loss representing amortization expense
(including any related tax effects) recognized in those periods
related to goodwill and intangible assets that are no longer
being amortized, to Dobson/Sygnet Communications Companys
underlying records obtained from management and (b) testing
the mathematical accuracy of the reconciliation of adjusted net
loss to reported net loss applicable to common stockholders, and
the related net loss per share amounts. In our opinion, the
disclosures for 2001 and 2000 in Note 2 are appropriate.
However, we were not engaged to audit, review, or apply any
procedures to the 2001 and 2000 financial statements of
Dobson/Sygnet Communications Company other than with respect to
such disclosures and, accordingly, we do not express an opinion
or any other form of assurance on the 2001 and 2000 financial
statements taken as a whole.



| |         
| | --------
| | KPMG LLP

Oklahoma City, Oklahoma

March 6, 2003, except for note 4


which is as of March 31, 2003


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NOTE:



| |    |                                                         
| | -- | --------------------------------------------------------
| | 1. | THIS REPORT IS A COPY OF A PREVIOUSLY ISSUED
    REPORT.

2. THE PREDECESSOR AUDITOR HAS NOT
REISSUED THIS REPORT.


REPORT OF INDEPENDENT PUBLIC
ACCOUNTANTS

To the Board of Directors of

Dobson/ Sygnet Communications Company:


We have audited the accompanying consolidated
balance sheets of Dobson/ Sygnet Communications Company (an
Oklahoma corporation) and subsidiaries as of December 31,
2001 and 2000 and the related consolidated statements of
operations, stockholders equity and cash flows for the
years ended December 31, 2001, 2000 and 1999. These
consolidated financial statements are the responsibility of the
Companys management. Our responsibility is to express an
opinion on these consolidated financial statements based on our
audits.

We conducted our audits in accordance with
auditing standards generally accepted in the United States.
Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
consolidated financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial
statements referred to above present fairly, in all material
respects, the consolidated financial position of Dobson/ Sygnet
Communications Company and subsidiaries as of December 31,
2001 and 2000, and the results of their operations and their
cash flows for the years ended December 31, 2001, 2000 and
1999, in conformity with accounting principles generally
accepted in the United States.



| |                    
| | -------------------
| | ARTHUR ANDERSEN LLP

Oklahoma City, Oklahoma,

March 22, 2002


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DOBSON/ SYGNET COMMUNICATIONS
COMPANY

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2002 AND 2001

|                                                                                                                    |                                                          |      |              |             |   |   |              |             | 
|------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------- | ---- | ------------ | ----------- | - | - | ------------ | ----------- | 
|                                                                                                                    |                                                          | 2002 |              | 2001       
|                                                                                                                    |                                                          |      |              |            
|ASSETS                                                                                                             
|CURRENT ASSETS:                                                                                                     |                                                          |      |              |             |   |   |              |            
|Cash and cash equivalents                                                                                           |                                                          | $    | 29,465,184   |             |   | $ | 4,286,325    |            
|Accounts receivable, net of allowance for
    doubtful accounts of $409,439 in 2002 and $433,635 in 2001            |                                                          |      | 17,941,235   |             |   |   | 19,326,750   |            
|Inventory                                                                                                           |                                                          |      | 1,811,730    |             |   |   | 4,873,736    |            
|Prepaid expenses and other                                                                                          |                                                          |      | 1,245,641    |             |   |   | 1,151,506    |            
|                                                                                                                    |                                                          |      |              |             |   |   |              |            
|                                                                                                                    | Total current assets                                     |      |              | 50,463,790  |   |   |              | 29,638,317  | 
|                                                                                                                    |                                                          |      |              |             |   |   |              |            
|PROPERTY, PLANT AND EQUIPMENT, net                                                                                  |                                                          |      | 77,983,845   |             |   |   | 75,529,567   |            
|                                                                                                                    |                                                          |      |              |             |   |   |              |            
|OTHER ASSETS:                                                                                                       |                                                          |      |              |             |   |   |              |            
|Wireless license acquisition costs                                                                                  |                                                          |      | 350,688,085  |             |   |   | 572,988,085  |            
|Deferred financing costs, net of accumulated
    amortization of $20,933,537 in 2002 and $15,684,097 in 2001        |                                                          |      | 30,304,336   |             |   |   | 35,441,469   |            
|Customer list, net of accumulated amortization of
    $35,798,465 in 2002 and $27,011,262 in 2001                   |                                                          |      | 8,889,285    |             |   |   | 17,676,488   |            
|Other                                                                                                               |                                                          |      | 80,684       |             |   |   | 84,189       |            
|                                                                                                                    |                                                          |      |              |             |   |   |              |            
|                                                                                                                    | Total other assets                                       |      |              | 389,962,390 |   |   |              | 626,190,231 | 
|                                                                                                                    |                                                          |      |              |             |   |   |              |            
|                                                                                                                    | Total assets                                             |      | $            | 518,410,025 |   |   | $            | 731,358,115 | 
|                                                                                                                    |                                                          |      |              |             |   |   |              |            
|                                                                                                                   
|LIABILITIES AND STOCKHOLDERS
    (DEFICIT) EQUITY                                                                 
|CURRENT LIABILITIES:                                                                                                |                                                          |      |              |             |   |   |              |            
|Accounts payable                                                                                                    |                                                          | $    | 8,303,165    |             |   | $ | 10,240,868   |            
|Accounts payable-affiliates                                                                                         |                                                          |      | 7,870,180    |             |   |   |             |            
|Accrued expenses                                                                                                    |                                                          |      | 1,424,181    |             |   |   | 2,487,903    |            
|Accrued interest payable                                                                                            |                                                          |      | 5,277,896    |             |   |   | 3,745,008    |            
|Deferred revenue and customer deposits                                                                              |                                                          |      | 5,174,787    |             |   |   | 4,842,107    |            
|Current portion of long-term debt                                                                                   |                                                          |      | 28,250,000   |             |   |   | 14,250,000   |            
|                                                                                                                    |                                                          |      |              |             |   |   |              |            
|                                                                                                                    | Total current liabilities                                |      |              | 56,300,209  |   |   |              | 35,565,886  | 
|                                                                                                                    |                                                          |      |              |             |   |   |              |            
|OTHER LIABILITIES:                                                                                                  |                                                          |      |              |             |   |   |              |            
|Payablesaffiliates                                                                                                 |                                                          |      | 5,932,149    |             |   |   | 1,400,227    |            
|Long-term debt, net of current portion                                                                              |                                                          |      | 457,136,754  |             |   |   | 485,886,754  |            
|Deferred income taxes                                                                                               |                                                          |      | 20,602,954   |             |   |   | 100,228,803  |            
|Commitments (Note 5)                                                                                                |                                                          |      |              |             |   |   |              |            
|STOCKHOLDERS (DEFICIT) EQUITY:                                                                                     |                                                          |      |              |             |   |   |              |            
|Common stock, $1.00 par value,
    500 shares authorized and 100 shares issued and
    outstanding in 2001 and 2000 |                                                          |      | 100          |             |   |   | 100          |            
|Additional paid-in capital                                                                                          |                                                          |      | 239,632,804  |             |   |   | 239,632,804  |            
|Retained deficit                                                                                                    |                                                          |      | (261,194,945 | )           |   |   | (131,356,459 | )          
|                                                                                                                    |                                                          |      |              |             |   |   |              |            
|                                                                                                                    | Total stockholders (deficit) equity                     |      |              | (21,562,041 | ) |   |              | 108,276,445 | 
|                                                                                                                    |                                                          |      |              |             |   |   |              |            
|                                                                                                                    | Total liabilities and stockholders
    (deficit) equity |      | $            | 518,410,025 |   |   | $            | 731,358,115 | 
|                                                                                                                    |                                                          |      |              |             |   |   |              |            

The accompanying notes are an integral part of
these consolidated financial statements.

31



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##### Table of Contents



DOBSON/ SYGNET COMMUNICATIONS
COMPANY

CONSOLIDATED STATEMENTS OF
OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2002,
2001 AND 2000

|                                                                           |                                                                                                            |                          |              |              |             |      |             |             |             |   |             |             |             | 
|-------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------- | ------------------------ | ------------ | ------------ | ----------- | ---- | ----------- | ----------- | ----------- | - | ----------- | ----------- | ----------- | 
|                                                                           |                                                                                                            |                         
|                                                                           |                                                                                                            | Year Ended December 31, 
|                                                                           |                                                                                                            |                         
|                                                                           |                                                                                                            | 2002                     |              | 2001         |             | 2000
|                                                                           |                                                                                                            |                          |              |              |             |     
|OPERATING REVENUE:                                                         |                                                                                                            |                          |              |              |             |      |             |             |             |   |             |            
|                                                                           | Service revenue                                                                                            |                          | $            | 148,050,425  |             |      | $           | 134,612,913 |             |   | $           | 115,343,806 |            
|                                                                           | Roaming revenue                                                                                            |                          |              | 48,346,180   |             |      |             | 46,098,363  |             |   |             | 40,509,670  |            
|                                                                           | Equipment and other revenue                                                                                |                          |              | 6,409,779    |             |      |             | 6,915,027   |             |   |             | 8,852,908   |            
|                                                                           |                                                                                                            |                          |              |              |             |      |             |             |             |   |             |            
|                                                                           |                                                                                                            | Total operating revenue  |              |              | 202,806,384 |      |             |             | 187,626,303 |   |             |             | 164,706,384 | 
|                                                                           |                                                                                                            |                          |              |              |             |      |             |             |             |   |             |            
|OPERATING EXPENSES:                                                        |                                                                                                            |                          |              |              |             |      |             |             |             |   |             |            
|                                                                           | Cost of service (exclusive of items shown
    separately below)                                            |                          |              | 44,673,127   |             |      |             | 43,855,595  |             |   |             | 33,193,396  |            
|                                                                           | Cost of equipment                                                                                          |                          |              | 17,935,343   |             |      |             | 21,966,752  |             |   |             | 22,892,157  |            
|                                                                           | Marketing and selling                                                                                      |                          |              | 25,234,154   |             |      |             | 25,644,138  |             |   |             | 26,007,187  |            
|                                                                           | General and administrative                                                                                 |                          |              | 28,510,977   |             |      |             | 27,378,553  |             |   |             | 24,536,409  |            
|                                                                           | Depreciation and amortization                                                                              |                          |              | 28,419,004   |             |      |             | 75,586,368  |             |   |             | 69,840,697  |            
|                                                                           |                                                                                                            |                          |              |              |             |      |             |             |             |   |             |            
|                                                                           |                                                                                                            | Total operating expenses |              |              | 144,772,605 |      |             |             | 194,431,406 |   |             |             | 176,469,846 | 
|                                                                           |                                                                                                            |                          |              |              |             |      |             |             |             |   |             |            
|OPERATING INCOME (LOSS)                                                    |                                                                                                            |                          | 58,033,779   |              |             |      | (6,805,103  | )           |             |   | (11,763,462 | )          
|OTHER INCOME (EXPENSE)                                                     |                                                                                                            |                          |              |              |             |      |             |             |             |   |             |            
|                                                                           | Interest expense                                                                                           |                          |              | (45,097,259  | )           |      |             | (55,950,891 | )           |   |             | (65,235,347 | )          
|                                                                           | Interest income                                                                                            |                          |              | 37,976       |             |      |             | 1,047,267   |             |   |             | 2,317,388   |            
|                                                                           | Other (expense) income, net                                                                                |                          |              | (91,411      | )           |      |             | 20,021      |             |   |             | (33,360     | )          
|                                                                           |                                                                                                            |                          |              |              |             |      |             |             |             |   |             |            
|INCOME (LOSS) BEFORE INCOME TAXES                                          |                                                                                                            |                          | 12,883,085   |              |             |      | (61,688,706 | )           |             |   | (74,714,781 | )          
|                                                                           | Income tax (expense) benefit                                                                               |                          |              | (4,895,571   | )           |      |             | 23,441,708  |             |   |             | 28,391,617  |            
|                                                                           |                                                                                                            |                          |              |              |             |      |             |             |             |   |             |            
|INCOME (LOSS) BEFORE CUMULATIVE CHANGE IN
    ACCOUNTING PRINCIPLE         |                                                                                                            |                          | 7,987,514    |              |             |      | (38,246,998 | )           |             |   | (46,323,164 | )          
|                                                                           | Cumulative effect of change in accounting
    principle, net of income tax benefit of $84,474,000 (Note 2) |                          |              | (137,826,000 | )           |      |             |            |             |   |             |            |            
|                                                                           |                                                                                                            |                          |              |              |             |      |             |             |             |   |             |            
|NET LOSS APPLICABLE TO COMMON STOCKHOLDER                                  |                                                                                                            | $                        | (129,838,486 | )            |             | $    | (38,246,998 | )           |             | $ | (46,323,164 | )          
|                                                                           |                                                                                                            |                          |              |              |             |      |             |             |             |   |             |            
|BASIC INCOME (LOSS) APPLICABLE TO COMMON
    STOCKHOLDER PER COMMON SHARE: |                                                                                                            |                          |              |              |             |      |             |             |             |   |             |            
|                                                                           | Continuing operations                                                                                      |                          | $            | 79,875       |             |      | $           | (382,470    | )           |   | $           | (463,232    | )          
|                                                                           | Cumulative effect of change in accounting
    principle                                                    |                          |              | (1,378,260   | )           |      |             |            |             |   |             |            |            
|                                                                           |                                                                                                            |                          |              |              |             |      |             |             |             |   |             |            
|TOTAL NET LOSS APPLICABLE TO COMMON STOCKHOLDER
    PER COMMON SHARE       |                                                                                                            | $                        | (1,298,385   | )            |             | $    | (382,470    | )           |             | $ | (463,232    | )          
|                                                                           |                                                                                                            |                          |              |              |             |      |             |             |             |   |             |            
|BASIC WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                           |                                                                                                            |                          | 100          |              |             |      | 100         |             |             |   | 100         |            
|                                                                           |                                                                                                            |                          |              |              |             |      |             |             |             |   |             |            

The accompanying notes are an integral part of
these consolidated financial statements.

32



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##### Table of Contents



DOBSON/ SYGNET COMMUNICATIONS
COMPANY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS
EQUITY (DEFICIT)

FOR THE YEARS ENDED DECEMBER 31, 2002,
2001 AND 2000

|                  |                                           |              |     |        |  |                 |     |           |  |       |             |            |  |   |              |              |   |   |             |              |  
|----------------- | ----------------------------------------- | ------------ | --- | ------ |  | --------------- | --- | --------- |  | ----- | ----------- | ---------- |  | - | ------------ | ------------ | - | - | ----------- | ------------ | -
|                  |                                           |              |     |        |  |                 |     |          
|                  |                                           | Common Stock |     |        |  |                 |     |          
|                  |                                           |              |     |        |  | Retained        |     |          
|                  |                                           | Shares       |     | Amount |  | Paid-in Capital |     | (Deficit) |  | Total
|                  |                                           |              |     |        |  |                 |     |           |  |      
|DECEMBER 31, 1999 |                                           |              | 100 |        |  | $               | 100 |           |  | $     | 145,000,000 |            |  | $ | (46,786,297  | )            |   | $ | 98,213,803  |             
|                  | Capital contribution                      |              |     |       |  |                 |     |          |  |       |             | 62,632,804 |  |   |              |             |   |   |             | 62,632,804   |  
|                  | Net loss applicable to common stockholder |              |     |       |  |                 |     |          |  |       |             |           |  |   |              | (46,323,164  | ) |   |             | (46,323,164  | )
|                  |                                           |              |     |        |  |                 |     |           |  |       |             |            |  |   |              |              |   |   |             |             
|DECEMBER 31, 2000 |                                           |              | 100 |        |  |                 | 100 |           |  |       | 207,632,804 |            |  |   | (93,109,461  | )            |   |   | 114,523,443 |             
|                  | Capital contribution                      |              |     |       |  |                 |     |          |  |       |             | 32,000,000 |  |   |              |             |   |   |             | 32,000,000   |  
|                  | Net loss applicable to common stockholder |              |     |       |  |                 |     |          |  |       |             |           |  |   |              | (38,246,998  | ) |   |             | (38,246,998  | )
|                  |                                           |              |     |        |  |                 |     |           |  |       |             |            |  |   |              |              |   |   |             |             
|DECEMBER 31, 2001 |                                           |              | 100 |        |  |                 | 100 |           |  |       | 239,632,804 |            |  |   | (131,356,459 | )            |   |   | 108,276,445 |             
|                  | Net loss applicable to common stockholder |              |     |       |  |                 |     |          |  |       |             |           |  |   |              | (129,838,486 | ) |   |             | (129,838,486 | )
|                  |                                           |              |     |        |  |                 |     |           |  |       |             |            |  |   |              |              |   |   |             |             
|DECEMBER 31, 2002 |                                           |              | 100 |        |  | $               | 100 |           |  | $     | 239,632,804 |            |  | $ | (261,194,945 | )            |   | $ | (21,562,041 | )           
|                  |                                           |              |     |        |  |                 |     |           |  |       |             |            |  |   |              |              |   |   |             |             

The accompanying notes are an integral part of
these consolidated financial

33



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##### Table of Contents



DOBSON/ SYGNET COMMUNICATIONS
COMPANY

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2002,
2001 AND 2000

|                                                         |                                                                                                                                                         |                                        |                                                         |             |            |             |            |             |             |             |           |             |             |             |  
|-------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------- | ------------------------------------------------------- | ----------- | ---------- | ----------- | ---------- | ----------- | ----------- | ----------- | --------- | ----------- | ----------- | ----------- | -
|                                                         |                                                                                                                                                         |                                       
|                                                         |                                                                                                                                                         | Year Ended December 31,               
|                                                         |                                                                                                                                                         |                                       
|                                                         |                                                                                                                                                         | 2002                                   |                                                         | 2001        |            | 2000       
|                                                         |                                                                                                                                                         |                                        |                                                         |             |            |            
|CASH FLOWS FROM OPERATING ACTIVITIES:                    |                                                                                                                                                         |                                        |                                                         |             |            |             |            |             |             |             |           |            
|                                                         | Income (loss) before cumulative effect of change
    in accounting principle                                                                            |                                        | $                                                       | 7,987,514   |            |             | $          | (38,246,998 | )           |             | $         | (46,323,164 | )          
|                                                         | Adjustments to reconcile income (loss) before
    cumulative effect of change in accounting principle to net cash
    provided by operating activities |                                        |                                                         |             |            |             |            |             |             |             |           |             |            
|                                                         |                                                                                                                                                         | Depreciation and amortization          |                                                         |             | 28,419,004 |             |            |             | 75,586,368  |             |           |             | 69,840,697  |            
|                                                         |                                                                                                                                                         | Amortization of financing costs        |                                                         |             | 5,249,440  |             |            |             | 5,237,814   |             |           |             | 5,214,730   |            
|                                                         |                                                                                                                                                         | Deferred income taxes                  |                                                         |             | 4,848,151  |             |            |             | (23,548,540 | )           |           |             | (28,581,941 | )          
|                                                         |                                                                                                                                                         | Other                                  |                                                         |             | 91,411     |             |            |             | (20,021     | )           |           |             | 33,360      |            
|                                                         | Changes in current assets and liabilities                                                                                                              |                                        |                                                         |             |            |             |            |             |             |             |           |             |            
|                                                         |                                                                                                                                                         | Accounts receivable                    |                                                         |             | 1,385,515  |             |            |             | 1,107,120   |             |           |             | (5,367,017  | )          
|                                                         |                                                                                                                                                         | Inventory                              |                                                         |             | 3,062,006  |             |            |             | (896,377    | )           |           |             | (151,764    | )          
|                                                         |                                                                                                                                                         | Prepaid expenses and other             |                                                         |             | (94,134    | )           |            |             | (1,087,873  | )           |           |             | 584,165     |            
|                                                         |                                                                                                                                                         | Accounts payable                       |                                                         |             | (2,040,795 | )           |            |             | (436,115    | )           |           |             | 3,050,980   |            
|                                                         |                                                                                                                                                         | Accrued expenses                       |                                                         |             | 469,166    |             |            |             | 190,005     |             |           |             | 1,334,033   |            
|                                                         |                                                                                                                                                         | Deferred revenue and customer deposits |                                                         |             | 332,680    |             |            |             | 455,976     |             |           |             | 1,052,116   |            
|                                                         |                                                                                                                                                         |                                        |                                                         |             |            |             |            |             |             |             |           |            
|                                                         |                                                                                                                                                         |                                        | Net cash provided by operating activities               |             |            | 49,709,958  |            |             |             | 18,341,359  |           |             |             | 686,195     |  
|                                                         |                                                                                                                                                         |                                        |                                                         |             |            |             |            |             |             |             |           |            
|CASH FLOWS FROM INVESTING ACTIVITIES:                    |                                                                                                                                                         |                                        |                                                         |             |            |             |            |             |             |             |           |            
|                                                         | Capital expenditures                                                                                                                                    |                                        |                                                         | (22,074,271 | )          |             |            | (22,506,189 | )           |             |           | (31,543,675 | )          
|                                                         | Proceeds from sale of assets                                                                                                                            |                                        |                                                         |            |            |             |            | 484,500     |             |             |           | 134,152     |            
|                                                         | Increase in receivable-affiliate                                                                                                                        |                                        |                                                         |            |            |             |            |            |             |             |           | (394,274    | )          
|                                                         | Increase (decrease) in payable-affiliate                                                                                                                |                                        |                                                         | 12,402,102  |            |             |            | (25,340,433 | )           |             |           | 15,955,940  |            
|                                                         | Investment in unconsolidated subsidiaries and
    other, net                                                                                            |                                        |                                                         | 3,377       |            |             |            | 199,011     |             |             |           | 421,836     |            
|                                                         |                                                                                                                                                         |                                        |                                                         |             |            |             |            |             |             |             |           |            
|                                                         |                                                                                                                                                         |                                        | Net cash used in investing activities                   |             |            | (9,668,792  | )          |             |             | (47,163,111 | )         |             |             | (15,426,021 | )
|                                                         |                                                                                                                                                         |                                        |                                                         |             |            |             |            |             |             |             |           |            
|CASH FLOWS FROM FINANCING ACTIVITIES:                    |                                                                                                                                                         |                                        |                                                         |             |            |             |            |             |             |             |           |            
|                                                         | Repayments of long-term debt                                                                                                                            |                                        |                                                         | (35,250,000 | )          |             |            | (98,250,000 | )           |             |           | (83,113,246 | )          
|                                                         | Proceeds from long-term debt                                                                                                                            |                                        |                                                         | 20,500,000  |            |             |            | 63,500,000  |             |             |           | 20,000,000  |            
|                                                         | Proceeds from capital contributions                                                                                                                     |                                        |                                                         |            |            |             |            | 32,000,000  |             |             |           | 62,632,804  |            
|                                                         | Maturities of restricted investments                                                                                                                    |                                        |                                                         |            |            |             |            | 27,106,677  |             |             |           | 22,080,000  |            
|                                                         | Deferred financing costs                                                                                                                                |                                        |                                                         | (112,307    | )          |             |            | (120,417    | )           |             |           | (247,127    | )          
|                                                         |                                                                                                                                                         |                                        |                                                         |             |            |             |            |             |             |             |           |            
|                                                         |                                                                                                                                                         |                                        | Net cash (used in) provided by financing
    activities |             |            | (14,862,307 | )          |             |             | 24,236,260  |           |             |             | 21,352,431  |  
|                                                         |                                                                                                                                                         |                                        |                                                         |             |            |             |            |             |             |             |           |            
|NET INCREASE (DECREASE) IN CASH AND CASH
    EQUIVALENTS |                                                                                                                                                         |                                        | 25,178,859                                              |             |            |             | (4,585,492 | )           |             |             | 6,612,605 |            
|CASH AND CASH EQUIVALENTS, beginning of year             |                                                                                                                                                         |                                        | 4,286,325                                               |             |            |             | 8,871,817  |             |             |             | 2,259,212 |            
|                                                         |                                                                                                                                                         |                                        |                                                         |             |            |             |            |             |             |             |           |            
|CASH AND CASH EQUIVALENTS, end of year                   |                                                                                                                                                         | $                                      | 29,465,184                                              |             |            | $           | 4,286,325  |             |             | $           | 8,871,817 |            
|                                                         |                                                                                                                                                         |                                        |                                                         |             |            |             |            |             |             |             |           |            
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:       |                                                                                                                                                         |                                        |                                                         |             |            |             |            |             |             |             |           |            
|Cash paid for                                           |                                                                                                                                                         |                                        |                                                         |             |            |             |            |             |             |             |           |            
|                                                         |                                                                                                                                                         | Interest, net of amounts capitalized   |                                                         | $           | 38,280,503 |             |            | $           | 49,872,107  |             |           | $           | 58,667,815  |            
|                                                         |                                                                                                                                                         | Income taxes                           |                                                         | $           | 303,235    |             |            | $           | 101,750     |             |           | $           | 300         |            

The accompanying notes are an integral part of
these consolidated financial

34



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##### Table of Contents



DOBSON/SYGNET COMMUNICATIONS COMPANY

NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS



|   |              
|-- | -------------
|1. | ORGANIZATION:

The Company was incorporated under the name Front
Nine Holdings, Inc. as an Oklahoma corporation on July 23,
1998. The Company was formed to acquire the operations of Sygnet
Wireless, Inc. Subsequently, the Company changed its name to
Dobson/Sygnet Communications Company and amended its certificate
of incorporation on December 2, 1998 to reflect this
change. On December 23, 1998, the Company completed the
acquisition of Sygnet Wireless, Inc. The Company is an indirect
wholly-owned subsidiary of Dobson Communications Corporation
(Dobson Communications) and is a provider of rural
and suburban wireless telephone services in New York, Ohio and
Pennsylvania.



| |                             
| | ----------------------------
| | Capital Resources and Growth

The Company has substantial indebtedness and debt
service requirements and is subject to significant financial
restrictions and limitations. If the Company is unable to
satisfy any of the covenants under the credit facility,
including financial covenants or if the lenders exercise their
remedies under the DCCLP loan, the Company will be unable to
borrow under the credit facility during such time period to fund
its ongoing operations, planned capital expenditures or other
permissible uses.

The Companys ability to manage future
growth will depend upon its ability to monitor operations,
control costs and maintain effective quality controls, all of
which will result in higher operating expenses. Any failure to
expand these areas and to implement and improve its systems,
procedures and controls in an efficient manner at a pace
consistent with the growth of the Companys business could
have a material adverse effect on the Companys business,
financial condition and results of operations.

2. SIGNIFICANT ACCOUNTING
POLICIES:

Principles of Consolidation

The consolidated financial statements of the
Company include the accounts of all wholly-owned subsidiaries.
For financial reporting purposes, the Company reports 100% of
revenue and expenses for the markets for which it provides
wireless services. Significant intercompany accounts and
transactions have been eliminated.

Business Segment

The Company operates in one business segment
pursuant to SFAS No. 131, Disclosures about
Segments of an Enterprise and Related Information.



| |                          
| | -------------------------
| | Cash and Cash Equivalents

Cash and cash equivalents of $29.5 million
at December 31, 2002 and $4.3 million at
December 31, 2001 consist of cash and short-term
investments with original maturities of three months or less.



| |                                
| | -------------------------------
| | Allowance for Doubtful Accounts

Allowance for doubtful accounts of
$0.4 million at December 31, 2002 and 2001 are based
on a percentage of aging receivables. The Company reviews it
allowance for doubtful accounts monthly by evaluating balances
for collectibility.

35



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##### Table of Contents



DOBSON/SYGNET COMMUNICATIONS COMPANY


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS



2. SIGNIFICANT ACCOUNTING POLICIES:
(Continued)


Inventory

The Company values its inventory using the
weighted average costing method of accounting.



| |                                
| | -------------------------------
| | Impairment of Long-Lived Assets

Through December 31, 2001, the
Companys accounting policy for impairment of long-lived
assets was to review the carrying value of its long-lived assets
and certain identifiable intangible assets whenever events or
changes in circumstances indicate that the carrying value may
not be recoverable. If such circumstances were deemed to exist,
the carrying value of the asset would be compared to the
estimated undiscounted future cash flows generated by the asset.
The Companys definite life assets will continue to be
amortized over their estimated useful lives and are subject to
the same impairment criteria. As a result of fully implementing
SFAS No. 142 on January 1, 2002, the Company is
now required to evaluate the carrying value of its indefinite
life intangible assets using their fair values, at least
annually. To complete this evaluation, the Company first
performed a comparison of the carrying amount of its wireless
license acquisition costs to the fair value of those assets. For
purposes of this comparison, it is the Companys policy to
aggregate its wireless license acquisition costs. The Company
determines the fair value of its wireless license acquisition
costs based on its estimated future discounted cash flows. The
Company has identified impairments relating to their indefinite
life intangible assets during 2002. See Recently Issued
Accounting Pronouncements below for further details.



| |                                   
| | ----------------------------------
| | Wireless License Acquisition Costs

Wireless license acquisition costs consist of
amounts paid to acquire FCC licenses to provide wireless
services. Prior to the implementation of SFAS No. 142
Goodwill and Other Intangible assets, wireless
license acquisition costs were being amortized on a
straight-line basis over fifteen years. Amortization expense of
$47.8 million was recorded in 2001 and $46.6 million
was recorded in 2000. Upon implementation of
SFAS No. 142, effective January 1, 2002, the
Company no longer amortizes wireless license acquisition costs.
Instead, the Company is testing for the impairment of indefinite
life intangible assets at least annually and will only adjust
the carrying amount of these intangible assets upon an
impairment of the indefinite life intangible assets.

The ongoing value and remaining useful lives of
intangible and other long-term assets are subject to periodic
evaluation. During 2002, the Company identified impairments
relating to its wireless license acquisition costs, see
Recently Issued Accounting Pronouncements below for
further discussion.



| |                         
| | ------------------------
| | Deferred Financing Costs

Deferred financing costs consist primarily of
fees incurred to secure long-term debt. Deferred financing costs
are being amortized on a straight-line basis over the terms of
the debt of nine to ten years. Interest expense related to this
amortization of $5.2 million was recorded in 2002, 2001 and
2000. Based on the current life of the Companys long-term
debt, the estimated amortization of deferred financing costs for
the next five succeeding years is approximately
$5.3 million per year.



| |              
| | -------------
| | Customer List

Customer list acquisition costs are being
amortized on a straight-line basis over five years. Amortization
expense of $8.8 million was recorded in 2002,
$8.9 million was recorded in 2001 and $8.6 million was
recorded in 2000. Based on the remaining life of the
Companys customer list acquisition costs, the remaining
balance of $8.9 million will be fully amortized during 2003.

36



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##### Table of Contents



DOBSON/SYGNET COMMUNICATIONS COMPANY


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS



2. SIGNIFICANT ACCOUNTING POLICIES:
(Continued)




| |                    
| | -------------------
| | Revenue Recognition

The Company records service revenue over the
period it is earned. The cost of providing service is recognized
as incurred. Airtime and toll revenue are billed in arrears. The
Company accrued estimated unbilled revenue for services provided
of $2.3 million as of December 31, 2002 and
$2.5 million as of December 31, 2001, which is
included in accounts receivable in the accompanying consolidated
balance sheets. Monthly access charges are billed in advance and
are reflected as deferred revenue on the accompanying
consolidated balance sheets. Equipment revenue is recognized
when the equipment is delivered to the customer. The
Companys ability to sell wireless equipment is independent
of the Companys ability to offer wireless services to its
customers; therefore, the Company considers equipment sales a
separate earnings process. Subscriber acquisition costs
(primarily commissions and losses on equipment sales) are
expensed as incurred.

As of December 31, 2000, the Company
implemented SEC Staff Accounting Bulletin, or SAB, No. 101
Revenue Recognition. The impact of implementing
SAB 101 was not material to the Companys revenue or
results of operations.



| |                  
| | -----------------
| | Advertising Costs

Advertising costs are expensed as incurred and
are included as marketing and selling expenses in the
accompanying consolidated statements of operations.



| |             
| | ------------
| | Income Taxes

The Company files a consolidated income tax
return with its parent, Dobson Communications. Income taxes are
allocated among the various entities included in the
consolidated tax return, as agreed, based on the ratio of each
entitys taxable income (loss) to consolidated taxable
income (loss). For financial reporting purposes, the Company
calculates its provision for income taxes on a stand-alone
basis. Deferred income taxes reflect the estimated future tax
effects of differences between financial statement and tax bases
of assets and liabilities at year-end. The effect on deferred
tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment
date.



| |                   
| | ------------------
| | Earnings Per Share

Basic earnings per common share is computed by
the weighted average number of shares of common stock
outstanding during the year. There were no potentially dilutive
securities outstanding during 2002, 2001 and 2000.



| |                 
| | ----------------
| | Use of Estimates

The preparation of these consolidated financial
statements in conformity with accounting principles generally
accepted in the United States requires management to make
estimates and assumptions that affect the amounts reported in
the consolidated financial statements and accompanying notes.
Significant items subject to such estimates and assumptions
include the carrying amount of property, plant and equipment;
valuation of intangible assets; valuation allowances for
receivables and inventories; and assets and obligations related
to employee benefits. Actual results could differ from those
estimates.

37



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##### Table of Contents



DOBSON/SYGNET COMMUNICATIONS COMPANY


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS



2. SIGNIFICANT ACCOUNTING POLICIES:
(Continued)




| |                           
| | --------------------------
| | Significant Concentrations

In connection with providing wireless services to
customers of other wireless carriers, the Company has
contractual agreements with those carriers, which provide for
agreed-upon billing rates between the parties. The percent of
Companys roaming revenue earned from three wireless
carriers was 95% during the year ended December 31, 2002,
92% during the year ended December 31, 2001, and 91% during
the year ended December 31, 2000.



| |                                              
| | ---------------------------------------------
| | Recently Issued Accounting
    Pronouncements

In July 2001, the FASB issued
SFAS No. 141, Business Combinations and
No. 142, Goodwill and Other Intangible Assets.
These standards prohibit the application of the
pooling-of-interests method of accounting for business
combinations effective June 30, 2001 and require companies
to cease the amortization of existing goodwill and intangible
assets with indefinite lives effective January 1, 2002. As
a result of the adoption of SFAS No. 142, the Company
reassessed the useful lives of its intangible assets. A
significant portion of its intangible assets is classified as
Wireless license acquisition costs, which represents
the Companys costs associated with acquiring its FCC
licenses. These licenses allow the Company to provide wireless
services by giving the Company the exclusive right to utilize
certain radio frequency spectrum. Although the FCC licenses are
issued for only a fixed time, generally ten years, these
licenses are renewed by the FCC on a routine basis and for a
nominal fee. In addition, the Company has determined that there
are no legal, regulatory, contractual, competitive, economic or
other factors that limit the useful life of these FCC licenses.
As a result, the Companys wireless license acquisition
costs are treated as indefinite life intangible assets.
Therefore, upon implementing SFAS No. 142 in its
entirety on January 1, 2002, the Company ceased the
amortization of wireless license acquisition costs and now tests
for impairment of wireless license acquisition costs at least
annually and only adjusts the carrying amount of these
intangible assets upon an impairment of the wireless license
acquisition costs. The Company also determines on an annual
basis whether facts and circumstances continue to support an
indefinite useful life.

During the years ended December 31, 2001 and
2000, the Company recorded $29.7 million and
$28.9 million of amortization expense, net of income tax
benefit, related to its wireless license acquisition costs.
Without this amortization, the Companys 2001 and 2000
operating results would have been:

|                                                               |  |                        |        |      |  |   |         | 
|-------------------------------------------------------------- |  | ---------------------- | ------ | ---- |  | - | ------- | 
|                                                               |  | 2001                   |        | 2000
|                                                               |  |                        |        |     
|                                                               |  |                       
|                                                               |  | ($ in thousands except
|                                                               |  | per share data)       
|Net loss applicable to common stockholder                      |  | $                      | 8,588  |      |  | $ | 17,408  | 
|Net loss applicable to common stockholder per
    common share |  | $                      | 85,882 |      |  | $ | 174,078 | 

Through December 31, 2001, the
Companys accounting policy for impairment of long-lived
assets was to review the carrying value of long-lived assets and
certain identifiable intangibles whenever events or changes in
circumstances indicate that the carrying value may not be
recoverable. If such circumstances were deemed to exist, the
carrying value of the asset would be compared to the estimated
undiscounted future cash flows generated by the asset. The
Companys definite life assets will continue to be
amortized over their estimated useful lives and are subject to
the same impairment criteria. As a result of fully implementing
SFAS No. 142 on January 1, 2002, the Company is now
required to evaluate the carrying value of its indefinite life
intangible assets using their fair values, at least annually. If
the carrying amount of the intangible asset exceeds its fair
value, an impairment loss shall be recognized in an amount equal
to that excess.

Upon implementation of SFAS No. 142,
the Company first performed a comparison of the carrying amount
of its wireless license acquisition costs to the fair value of
those assets. For purposes of this

38



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##### Table of Contents



DOBSON/SYGNET COMMUNICATIONS COMPANY


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS



2. SIGNIFICANT ACCOUNTING POLICIES:
(Continued)


comparison, it is the Companys policy to
aggregate its wireless license acquisition costs. The Company
determined the fair value of its wireless license acquisition
costs based on their estimated future discounted cash flows.
Based on the comparison, the Company determined that the
carrying amount of its wireless license acquisition costs
exceeded their estimated fair value. As a result, the Company
recorded a charge in the first quarter of 2002, net of income
tax benefit, of $137.8 million to reflect the write down of
its wireless license acquisition costs to their fair value.

In July 2001, the FASB issued
SFAS No. 143, Accounting for Asset Retirement
Obligations. This statement provides accounting and
reporting standards for costs associated with the retirement of
long-lived assets. It requires entities to record the fair value
of a liability for an asset retirement obligation in the period
in which it is incurred. When the liability is initially
recorded, the entity capitalizes a cost by increasing the
carrying amount of the related long-lived asset. Over time, the
liability is accreted to its present value each period, and the
capitalized cost is depreciated over the useful life of the
related asset. Upon settlement of the liability, an entity
either settles the obligation for its recorded amount or incurs
a gain or loss upon settlement. The Company does not expect the
adoption of SFAS No. 143 to have a material effect on
its financial condition or operations. SFAS No. 143 is
required to be implemented effective January 1, 2003.

In October 2001, the FASB issued
SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets. This statement replaces
SFAS No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of. However, it maintains the fundamental provisions of
SFAS No. 121 for recognition and measurement of the
impairment of long-lived assets to be held and used and for
measurement of long-lived assets to be disposed of by sale. This
statement applies to all long-lived assets, including
discontinued operations, and replaces the provisions of APB
Opinion No. 30, Reporting the Results of
Operations-Reporting the Effects of Disposal of a Segment of a
Business, for the disposal of segments of a business. This
statement requires that those long-lived assets be measured at
the lower of carrying amount or fair value less cost to sell.
The Company implemented this standard effective January 1,
2001, with no impact to its consolidated financial statements.

In July 2002, the FASB issued
SFAS No. 146, Accounting for Costs Associated
with Exit or Disposal Activities. The provisions of
SFAS No. 146 are effective for exit or disposal
activities that are initiated after December 31, 2002. The
Company does not expect the adoption of SFAS No. 146
to have a material effect on its financial condition or
operations.

The FASBs Emerging Issues Task Force issued
EITF 00-21: Accounting for Revenue Arrangements with
Multiple Deliverables, to address certain revenue
recognition issues. The guidance provided from EITF 00-21
addresses both the timing and classification in accounting for
different earnings processes. The Company does not expect that
the adoption of EITF 00-21 will have a material impact on
its financial condition or operations.



|   |                               
|-- | ------------------------------
|3. | PROPERTY, PLANT AND EQUIPMENT:

Property, plant and equipment are recorded at
cost. Newly constructed wireless systems are added to property,
plant and equipment at cost, which includes contracted services,
direct labor, materials and overhead. Existing property, plant
and equipment purchased through acquisitions is recorded at its
fair value at the date of the purchase. Repairs, minor
replacements and maintenance are charged to operations as
incurred. The provisions for depreciation are provided using the
straight-line method based on the estimated useful lives of the
various classes of depreciable property. Depreciation expense
totaling $19.6 million was recorded for the year ended
December 31, 2002, $18.8 million was recorded for the
year ended December 31, 2001 and $14.6 million was
recorded for the year ended December 31, 2000.

39



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##### Table of Contents



DOBSON/SYGNET COMMUNICATIONS COMPANY


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS



|   |                                               
|-- | ----------------------------------------------
|3. | PROPERTY, PLANT AND EQUIPMENT:
    (Continued)

Listed below are the major classes of property,
plant and equipment, their estimated useful lives, in years, and
their balances as of December 31, 2002 and 2001:

|                                            |                                    |             |      |                  |  |      |         |         |  |   |         |         | 
|------------------------------------------- | ---------------------------------- | ----------- | ---- | ---------------- |  | ---- | ------- | ------- |  | - | ------- | ------- | 
|                                            |                                    | Useful Life |      | 2002             |  | 2001
|                                            |                                    |             |      |                  |  |     
|                                            |                                    |             |      |                 
|                                            |                                    |             |      | ($ in thousands)
|Wireless systems and equipment              |                                    |             | 2-10 |                  |  | $    | 112,579 |         |  | $ | 93,533  |        
|Buildings and improvements                  |                                    |             | 5-40 |                  |  |      | 13,171  |         |  |   | 12,066  |        
|Vehicles, aircraft and other work equipment |                                    |             | 3-10 |                  |  |      | 331     |         |  |   | 331     |        
|Furniture and office equipment              |                                    |             | 5-10 |                  |  |      | 12,841  |         |  |   | 11,631  |        
|Plant under construction                    |                                    |             |      |                  |  |      | 946     |         |  |   | 146     |        
|Land                                        |                                    |             |      |                  |  |      | 188     |         |  |   | 188     |        
|                                            |                                    |             |      |                  |  |      |         |         |  |   |         |        
|                                            | Property, plant and equipment      |             |      |                  |  |      |         | 140,056 |  |   |         | 117,895 | 
|Accumulated depreciation                    |                                    |             |      |                  |  |      | (62,072 | )       |  |   | (42,365 | )      
|                                            |                                    |             |      |                  |  |      |         |         |  |   |         |        
|                                            | Property, plant and equipment, net |             |      |                  |  |      | $       | 77,984  |  |   | $       | 75,530  | 
|                                            |                                    |             |      |                  |  |      |         |         |  |   |         |        



|   |                
|-- | ---------------
|4. | LONG-TERM DEBT:

The Companys long-term debt as of
December 31, 2002 and 2001 consisted of the following:

|                           |                      |                  |         |         |  |   |         |         | 
|-------------------------- | -------------------- | ---------------- | ------- | ------- |  | - | ------- | ------- | 
|                           |                      | 2002             |         | 2001   
|                           |                      |                  |         |        
|                           |                      |                 
|                           |                      | ($ in thousands)
|Credit facility            |                      | $                | 285,387 |         |  | $ | 300,137 |        
|Dobson/Sygnet Senior Notes |                      |                  | 200,000 |         |  |   | 200,000 |        
|                           |                      |                  |         |         |  |   |         |        
|                           | Total debt           |                  |         | 485,387 |  |   |         | 500,137 | 
|Less-current maturities    |                      |                  | 28,250  |         |  |   | 14,250  |        
|                           |                      |                  |         |         |  |   |         |        
|                           | Total long-term debt |                  | $       | 457,137 |  |   | $       | 485,887 | 
|                           |                      |                  |         |         |  |   |         |        



| |                
| | ---------------
| | Credit Facility

The Company, through its wholly-owned subsidiary,
Sygnet Wireless, Inc., is a party to a secured credit agreement
for an aggregate of $315.4 million, consisting of a
$34.0 million revolving credit facility and
$281.4 million of term loans. Interest on the revolving
credit facility and the term loans is based on a prime rate or a
LIBOR formula, and has ranged between 4.1% and 10.5% since
inception. As of December 31, 2002, the Company had
$285.4 million outstanding and there was $30.0 million
of availability. Obligations under the credit facility are
secured by a pledge of the capital stock of its subsidiary as
well as a lien on substantially all of its assets and the assets
of its operating subsidiary. The credit facility requires the
maintenance of certain financial ratios. The failure to maintain
such ratios would constitute an event of default,
notwithstanding the Companys ability to meet its debt
service obligations. As of December 31, 2002, the Company
was in compliance with the required financial ratios. In
addition, the Companys ability to borrow under the credit
facility is limited by the requirement that, on a quarterly
basis, the amount available under the credit facility will
reduce until it terminates.

Senior Notes

On December 23, 1998, the Company issued
$200.0 million of 12.25% senior notes maturing in 2008
(Dobson/Sygnet Senior Notes). The net proceeds were
used to finance the Sygnet Acquisition and to

40



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##### Table of Contents



DOBSON/SYGNET COMMUNICATIONS COMPANY


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS



|   |                            
|-- | ---------------------------
|4. | LONG-TERM DEBT: (Continued)

purchase securities pledged to secure payment of
the first six semi-annual interest payments on the Dobson/Sygnet
senior notes, which began on June 15, 1999 and ended on
December 15, 2001. The Dobson/Sygnet senior notes are
redeemable at the option of the Company in whole or in part, on
or after December 15, 2003, initially at 106.125%. As of
December 31, 2002, the Company had outstanding
$200.0 million principal amount of senior notes. On
September 30, 2002, the Companys parent, Dobson
Communications, purchased $11.5 million principal amount of
the Companys outstanding senior notes for
$8.9 million.

Minimum Future Payments

Minimum future payments, absent acceleration
pursuant to a change in control, of long-term debt for years
subsequent to December 31, 2002, are as follows:

|                    |  |                  |         | 
|------------------- |  | ---------------- | ------- | 
|                    |  | ($ in thousands)
|                    |  |                 
|2003                |  | $                | 28,250  | 
|2004                |  |                  | 43,000  | 
|2005                |  |                  | 71,000  | 
|2006                |  |                  | 60,191  | 
|2007                |  |                  | 82,946  | 
|2008 and thereafter |  |                  | 200,000 | 
|                    |  |                  |         | 
|                    |  | $                | 485,387 | 
|                    |  |                  |         | 

The principal stockholder of Dobson
Communications, DCCLP, and certain of its affiliates, are
parties to credit agreements with Bank of America, N.A. These
credit agreements had aggregate principal amounts outstanding of
approximately $307.8 million as of December 31, 2002,
including fees and interest. To secure their obligations under
these credit agreements, DCCLP and these affiliates individually
pledged certain assets, which include beneficial ownership of
securities representing controlling interests in DCCLP and
Dobson Communications. If any of the loans are not paid at
maturity or if an event of default occurs under any of the loan
agreements and the lender elects to foreclose on the collateral,
the Company could experience a change of control under its
indenture governing its outstanding senior notes. Upon a change
of control, the Company would be required to offer to purchase
its outstanding senior notes at 101% of the principal amount
plus accrued and unpaid interest. As of December 31, 2002,
the Company did not have the funds necessary or available
facilities to complete the repurchase. If the Company failed to
complete the purchase of the tendered senior notes, the senior
noteholders or the indenture trustee would be entitled to
accelerate the maturity of the Companys outstanding senior
notes. A foreclosure on DCCLPs pledged shares could also
result in an event of default under the Companys credit
facility, potentially resulting in the acceleration of all
outstanding indebtedness under the Companys credit
facility. These factors raise substantial doubt about the
Companys ability to continue operating as a going concern.
The consolidated financial statements do not include any
adjustments relating to the recoverability and classification of
asset carrying amounts or the amount or classification of
liabilities that might result if the Company is unable to
continue operating as a going concern.

On March 31, 2003, Bank of America and DCCLP
reached an agreement in principle for the amendment and
restructuring of the DCCLP loan. Under the terms of the
agreement in principle, Bank of America would permanently
release its lien on a sufficient number of shares of Dobson
Communications common stock, so that DCCLP would retain a
controlling interest in Dobson Communications and no change of
control could occur under credit agreements, indentures,
preferred stock and other instruments to which Dobson
Communications and its subsidiaries are parties in the event of
a subsequent default by DCCLP under the restructured

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##### Table of Contents



DOBSON/SYGNET COMMUNICATIONS COMPANY


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS



|   |                            
|-- | ---------------------------
|4. | LONG-TERM DEBT: (Continued)

loan. The agreement in principle is not binding
to either party, and is subject to the completion of a
definitive legal agreement. In order to allow time for the
completion of a definitive legal agreement, Bank of America has
agreed to extend the maturity date of the DCCLP loan to
April 21, 2003. The Company can provide no assurance that
DCCLP and Bank of America will consummate the transactions
provided for in the agreement in principle.

5. LEASES, COMMITMENTS AND
CONTINGENCIES:



| |       
| | ------
| | Leases

During December 1998, the Company sold
substantially all of its wireless towers to an affiliate for
$25.0 million. On October 15, 1999, the affiliate sold
substantially all of the towers acquired from the Company to
American Tower Corporation for $38.7 million. In connection
with the sale, the Company has agreed to lease the towers back
from American Tower Corporation for an initial term of ten
years, at an annual rental of approximately $3.0 million,
which is included in the Companys future payments below.

The Company has numerous operating leases; these
leases are primarily for their retail stores, cell site towers
and their locations, and vehicles. Future minimum lease payments
required under these operating leases having an initial or
remaining noncancellable lease term in excess of one year at
December 31, 2002, are as follows:

|                    |  |                  |        | 
|------------------- |  | ---------------- | ------ | 
|                    |  | ($ in thousands)
|2003                |  | $                | 7,370  | 
|2004                |  |                  | 6,813  | 
|2005                |  |                  | 6,117  | 
|2006                |  |                  | 5,196  | 
|2007                |  |                  | 4,519  | 
|2008 and thereafter |  |                  | 14,205 | 

Lease expense under the above leases was
$7.9 million for the year ended December 31, 2002,
$7.6 million for the year ended December 31, 2001 and
$5.7 million for the year ended December 31, 2000.



| |              
| | -------------
| | Contingencies

The Companys wholly-owned subsidiary,
Sygnet Communications Inc. is currently involved in a pending
legal proceeding with the Commonwealth of Pennsylvania. This
lawsuit was brought by the Attorney General of Pennsylvania
against Sygnet Communications, and alleges that Sygnet
Communications violated the Pennsylvania Unfair Trade Practices
Act. The Company denies any wrongdoing and intends to vigorously
defend the claim. Total damages sought are estimated at
$5.0 million.

The Company is party to various other legal
actions arising in the normal course of business. None of the
actions are believed by management to involve amounts that would
be material to the Companys consolidated financial
position, results of operation, or liquidity.



|   |                                
|-- | -------------------------------
|6. | STOCKHOLDERS (DEFICIT) EQUITY:

The Company received equity contributions of
$32.0 million and $62.6 million during the years ended
December 31, 2001 and 2000, from its parent company, Dobson
Communications. These contributions were used to repay debt
under the Companys credit facility. During 2002, the
Company had sufficient cash flows from operations to pay its
debt obligations under its credit facility.

42



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##### Table of Contents



DOBSON/SYGNET COMMUNICATIONS COMPANY


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS



|   |                        
|-- | -----------------------
|7. | EMPLOYEE BENEFIT PLANS:

All employees are employed by the Companys
parent, Dobson Communications. Dobson Communications maintains a
401(k) plan (the Plan) in which substantially all
employees of Dobson Communications are eligible to participate.
The Plan requires Dobson Communications to match 100% of
employees contributions up to 4% of their salary.
Contributions to the Plan charged to the Companys
operations were $0.2 million for the year ended
December 31, 2002 and $0.3 million for the year ended
December 31, 2001.



|   |       
|-- | ------
|8. | TAXES:

The benefit for income taxes for the years ended
December 31, 2002, 2001 and 2000 differs from amounts
computed at the statutory rate as follows:

|                                                         |  |                  |        |      |  |      |         |   |  |   |         |  
|-------------------------------------------------------- |  | ---------------- | ------ | ---- |  | ---- | ------- | - |  | - | ------- | -
|                                                         |  | 2002             |        | 2001 |  | 2000
|                                                         |  |                  |        |      |  |     
|                                                         |  |                 
|                                                         |  | ($ in thousands)
|Income taxes at statutory rate (34%)                     |  | $                | (4,380 | )    |  | $    | (20,974 | ) |  | $ | (25,403 | )
|State income taxes, net of Federal income tax
    effect |  |                  | (516   | )    |  |      | (2,468  | ) |  |   | (2,989  | )
|                                                         |  |                  |        |      |  |      |         |   |  |   |         |  
|                                                         |  | $                | (4,896 | )    |  | $    | (23,442 | ) |  | $ | (28,392 | )
|                                                         |  |                  |        |      |  |      |         |   |  |   |         |  

The tax effects of the temporary differences that
gave rise to deferred tax assets and liabilities at
December 31, 2002 and 2001 were as follows:

|                                  |                                            |                  |                                              |         |     |         |   |          |   |          |  
|--------------------------------- | ------------------------------------------ | ---------------- | -------------------------------------------- | ------- | --- | ------- | - | -------- | - | -------- | -
|                                  |                                            | 2002             |                                              | 2001   
|                                  |                                            |                  |                                              |        
|                                  |                                            |                 
|                                  |                                            | ($ in thousands)
|Current deferred income taxes:    |                                            |                  |                                              |         |     |         |   |         
|                                  | Allowance for doubtful accounts receivable |                  | $                                            | 156     |     |         | $ | 165      |  
|                                  |                                            | Other accruals   |                                              |         | 268 |         |   |          |  |         
|                                  |                                            |                  |                                              |         |     |         |   |         
|                                  |                                            |                  | Net current deferred income tax asset        |         |     | 424     |   |          |   | 165      |  
|                                  |                                            |                  |                                              |         |     |         |   |         
|Noncurrent deferred income taxes: |                                            |                  |                                              |         |     |         |   |         
|                                  | Fixed assets                               |                  |                                              | (4,375  | )   |         |   | (1,685   | )
|                                  | Intangible assets                          |                  |                                              | (79,118 | )   |         |   | (162,253 | )
|                                  | Tax credits and carryforwards              |                  |                                              | 62,890  |     |         |   | 63,709   |  
|                                  |                                            |                  |                                              |         |     |         |   |         
|                                  |                                            |                  | Net noncurrent deferred income tax liability |         |     | (20,603 | ) |          |   | (100,229 | )
|                                  |                                            |                  |                                              |         |     |         |   |         
|                                  |                                            |                  | Total deferred income tax liability          |         | $   | (20,179 | ) |          | $ | (100,064 | )
|                                  |                                            |                  |                                              |         |     |         |   |         

At December 31, 2002, the Company had NOL
carryforwards of approximately $167.0 million, which may be
utilized to reduce future Federal income taxes payable. The
Companys NOL carryforwards begin to expire in 2012.

The Company periodically reviews the need for a
valuation allowance against deferred tax assets and recognizes
these assets to the extent that realization is more likely than
not. Based on a review of taxable income, history and trends,
forecasted taxable income and expiration of carryforwards, the
Company has not provided a valuation allowance for the NOL
carryforwards because management believes that it is more likely
than not that all of the deferred tax assets of the Company will
be realized prior to their expiration.

43



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DOBSON/SYGNET COMMUNICATIONS COMPANY


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS



|   |                            
|-- | ---------------------------
|9. | RELATED PARTY TRANSACTIONS:

The Company had payables due to affiliates
totaling $13.8 million at December 31, 2002 and
$1.4 million at December 31, 2001, primarily due to
Dobson Communications for liabilities paid on behalf of the
Company.

Dobson Communications, as the Companys
parent, provides certain services to the Company. Certain costs
incurred by Dobson Communications are shared-costs of the
Company and Dobson Communications. These shared costs are
allocated between the Company and Dobson Communications
primarily based on each Companys pro rata population
coverage and subscribers.



|    |                                     
|--- | ------------------------------------
|10. | FAIR VALUE OF FINANCIAL INSTRUMENTS:

Unless otherwise noted, the carrying value of the
Companys financial instruments approximates fair value.
The Company estimates the fair value of its long-term debt based
on quoted market prices for publicly traded debt or on the
current rates available to the Company for debt with similar
terms and remaining maturation.

Indicated below are the carrying amounts and
estimated fair values of the Companys financial
instruments as of December 31:

|                            |  |                  |         |            |  |                 |         |            |  |   |         |  |  |   |         | 
|--------------------------- |  | ---------------- | ------- | ---------- |  | --------------- | ------- | ---------- |  | - | ------- |  |  | - | ------- | 
|                            |  |                  |         |           
|                            |  | 2002             |         | 2001      
|                            |  |                  |         |           
|                            |  | Carrying Amount  |         | Fair Value |  | Carrying Amount |         | Fair Value
|                            |  |                  |         |            |  |                 |         |           
|                            |  |                 
|                            |  | ($ in thousands)
|Credit facility             |  | $                | 285,387 |            |  | $               | 285,387 |            |  | $ | 300,137 |  |  | $ | 300,137 | 
|Dobson/ Sygnet Senior Notes |  |                  | 200,000 |            |  |                 | 153,000 |            |  |   | 200,000 |  |  |   | 213,000 | 

44



---



##### Table of Contents



Supplementary Data

Selected quarterly financial data
(unaudited)


|                                                                              |  |  |      |                                        |  |          |            |               |  |              |          |   |  |   |         |   |  |   |         |  
|----------------------------------------------------------------------------- |  |  | ---- | -------------------------------------- |  | -------- | ---------- | ------------- |  | ------------ | -------- | - |  | - | ------- | - |  | - | ------- | -
|                                                                              |  |  |      |                                       
|                                                                              |  |  |      | Quarter Ended                         
|                                                                              |  |  |      |                                       
|                                                                              |  |  |      | March 31,                              |  | June 30, |            | September 30, |  | December 31,
|                                                                              |  |  |      |                                        |  |          |            |               |  |             
|                                                                              |  |  |      |                                       
|                                                                              |  |  |      | ($ in thousands except per share data)
|Operating revenue                                                             |  |  | 2002 |                                        |  | $        | 45,765     |               |  | $            | 50,911   |   |  | $ | 54,393  |   |  | $ | 51,737  |  
|                                                                              |  |  | 2001 |                                        |  | $        | 42,711     |               |  | $            | 46,067   |   |  | $ | 50,239  |   |  | $ | 48,609  |  
|Operating (loss) income                                                       |  |  | 2002 |                                        |  | $        | 11,099     |               |  | $            | 14,418   |   |  | $ | 17,097  |   |  | $ | 15,419  |  
|                                                                              |  |  | 2001 |                                        |  | $        | (4,704     | )             |  | $            | (2,010   | ) |  | $ | 902     |   |  | $ | (993    | )
|Net (loss) income applicable to common stockholder                            |  |  | 2002 |                                        |  | $        | (137,917   | )             |  | $            | 1,969    |   |  | $ | 3,494   |   |  | $ | 2,616   |  
|                                                                              |  |  | 2001 |                                        |  | $        | (12,127    | )             |  | $            | (10,708  | ) |  | $ | (7,474  | ) |  | $ | (7,938  | )
|Basic net (loss) income applicable to common
    stockholder per common share |  |  | 2002 |                                        |  | $        | (1,379,170 | )             |  | $            | 19,687   |   |  | $ | 34,940  |   |  | $ | 26,158  |  
|                                                                              |  |  | 2001 |                                        |  | $        | (121,268   | )             |  | $            | (107,080 | ) |  | $ | (74,745 | ) |  | $ | (79,377 | )

45



---



##### Table of Contents





|        |                                                                                         
|------- | ----------------------------------------------------------------------------------------
|Item 9. | Changes in and Disagreements with Accountants
    on Accounting and Financial Disclosure

During 2002, the Company changed its independent
accounting firm. Information regarding the Companys
engagement of KPMG LLP is set forth in a Form 8-K filed on
June 27, 2002.




PART III






|         |                                                       
|-------- | ------------------------------------------------------
|Item 10. | Directors and Executive Officers of the
    Registrant

Information omitted in accordance with General
Instruction I(2)(c).






|         |                      
|-------- | ---------------------
|Item 11. | Executive Composition

Information omitted in accordance with General
Instruction I(2)(c).






|         |                                                                   
|-------- | ------------------------------------------------------------------
|Item 12. | Security Ownership of Certain Beneficial
    Owners and Management

Information omitted in accordance with General
Instruction I(2)(c).






|         |                                                   
|-------- | --------------------------------------------------
|Item 13. | Certain Relationships and Related
    Transactions

Information omitted in accordance with General
Instruction I(2)(c).






|         |                        
|-------- | -----------------------
|Item 14. | Controls and Procedures

Within the 90-day period prior to the filing of
this report, an evaluation was performed under the supervision
and with the participation of our management, including the
Chief Executive Officer (CEO) and Chief Financial Officer
(CFO), of the effectiveness of the design and operation of our
disclosure controls and procedures, (as defined in
Rule 13a-14(c) under the Securities Exchange Act of 1934).
Based on that evaluation, our management, including the CEO and
CFO, concluded that our disclosure controls and procedures were
effective.

There have been no significant changes in our
internal controls or in other factors that could significantly
affect these controls subsequent to the date of their evaluation.

46



---



##### Table of Contents






PART IV




Item 15. Exhibits, Financial
Statement Schedules, and Reports on Form 8-K


(a)(1) The following financial statements of
Dobson/ Sygnet Communications Company are included in
Item 8:

|                                                                                                                       |  |  |  | 
|---------------------------------------------------------------------------------------------------------------------- |  |  |  | 
|Dobson/ Sygnet Communications
    Company                                                                              |  |  |  | 
|Independent Auditors Report                                                                                           |  |  |  | 
|Report of Independent Public Accountants.                                                                              |  |  |  | 
|Consolidated Balance Sheets as of
    December 31, 2002 and 2001                                                       |  |  |  | 
|Consolidated Statements of Operations for the
    years ended December 31, 2002, 2001 and 2000                         |  |  |  | 
|Consolidated Statements of Stockholders
    (Deficit) Equity for the years ended December 31, 2002,
    2001 and 2000 |  |  |  | 
|Consolidated Statements of Cash Flows for the
    years ended December 31, 2002, 2001 and 2000                         |  |  |  | 
|Notes to Consolidated Financial Statements                                                                             |  |  |  | 

(2) Schedule II  Valuation
Allowance Accounts

Report of Independent Public Accountants.

All other schedules have been omitted since the
required information is not present, or not present in amounts
sufficient to require submission of the schedule, or because the
information required is included in the consolidated financial
statements or notes thereto.

47



---



##### Table of Contents



NOTE:

1. THIS REPORT IS A COPY OF A PREVIOUSLY
ISSUED REPORT.

2. THE PREDECESSOR AUDITOR HAS NOT
REISSUED THIS REPORT.


REPORT OF INDEPENDENT PUBLIC
ACCOUNTANTS

To the Board of Directors of

Dobson/ Sygnet Communications Company:


We have audited in accordance with auditing
standards generally accepted in the United States, the
consolidated financial statements of Dobson/ Sygnet
Communications Company included in this Form 10-K and have
issued our report thereon dated March 22, 2002. Our audits
were made for the purpose of forming an opinion on those
statements taken as a whole. The schedule listed in
Item 14(a)2 is the responsibility of the Companys
management and is presented for purposes of complying with the
Securities and Exchange Commissions rules and is not part
of the basic consolidated financial statements. This schedule
has been subjected to the auditing procedures applied in the
audits of the basic consolidated financial statements and, in
our opinion, fairly states in all material respects the
financial data required to be set forth therein in relation to
the basic consolidated statements taken as a whole.



| |                    
| | -------------------
| | ARTHUR ANDERSEN LLP

Oklahoma City, Oklahoma

March 22, 2002


48



---



##### Table of Contents



SCHEDULE II


Item 15(a)2

DOBSON/ SYGNET COMMUNICATIONS
COMPANY

SCHEDULE OF VALUATION ALLOWANCE
ACCOUNTS


YEARS ENDED DECEMBER 31, 2002, 2001 AND
2000


|                                            |  |                  |     |            |  |            |       |            |  |   |       |  |  |   |     | 
|------------------------------------------- |  | ---------------- | --- | ---------- |  | ---------- | ----- | ---------- |  | - | ----- |  |  | - | --- | 
|                                            |  | Balance at       |     | Charged to |  |            |       | Balance at
|                                            |  | beginning of     |     | costs and  |  |            |       | end of    
|                                            |  | period           |     | expenses   |  | Deductions |       | year      
|                                            |  |                  |     |            |  |            |       |           
|                                            |  |                 
|                                            |  | ($ in thousands)
|Allowance for Doubtful Accounts Receivable: |  |                  |     |            |  |            |       |            |  |   |       |  |  |   |     | 
|2002                                        |  | $                | 434 |            |  | $          | 3,345 |            |  | $ | 3,370 |  |  | $ | 409 | 
|2001                                        |  |                  | 421 |            |  |            | 2,081 |            |  |   | 2,068 |  |  |   | 434 | 
|2000                                        |  |                  | 500 |            |  |            | 2,332 |            |  |   | 2,411 |  |  |   | 421 | 

Allowance for doubtful accounts are deducted from
accounts receivable in the balance sheet.

49



---



##### Table of Contents



(3) Exhibits

|        |        |             |  |                                                                                                                                                                                                        |  |  |             | 
|------- | ------ | ----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  |  | ----------- | 
|Exhibit |        |             |  | Method of                                                                                                                                                                                             
|Numbers |        | Description |  | Filing                                                                                                                                                                                                
|        |        |             |  |                                                                                                                                                                                                       
|        | 3.1    |             |  | Registrants Amended Certificate of
    Incorporation.                                                                                                                                                 |  |  | (2)[3.1]    | 
|        | 3.2    |             |  | Registrants Amended Bylaws.                                                                                                                                                                           |  |  | (2)[3.2]    | 
|        | 4.1    |             |  | Indenture dated December 23, 1998 between
    Registrant, as Issuer, and United States Trust Company of New
    York, as Trustee.                                                                      |  |  | (1)[4.1]    | 
|        | 4.2    |             |  | Form of Note under Indenture (contained in
    Exhibit 4.1 hereto).                                                                                                                                    |  |  | (1)[4.1]    | 
|        | 4.3    |             |  | Credit Agreement among the Agents and Lenders
    named therein and Sygnet Wireless, Inc. (f/k/a Dobson/Sygnet
    Operating Company), dated as of December 23, 1998.                                  |  |  | (2)[4.5]    | 
|        | 4.3.1  |             |  | First Amendment to Credit Agreement dated
    February 9, 1999.                                                                                                                                        |  |  | (4)[4.4.1]  | 
|        | 4.3.2  |             |  | Second Amendment to Credit Agreement dated
    March 19, 1999.                                                                                                                                         |  |  | (4)[4.4.2]  | 
|        | 4.3.3  |             |  | Third Amendment to Credit Agreement dated
    May 28, 1999.                                                                                                                                            |  |  | (4)[4.4.3]  | 
|        | 4.3.4  |             |  | Fourth Amendment to Credit Agreement dated
    July 28, 2000.                                                                                                                                          |  |  | (4)[4.4.4]  | 
|        | 4.3.5  |             |  | Fifth Amendment to Credit Agreement dated
    August 11, 2000.                                                                                                                                         |  |  | (4)[4.4.5]  | 
|        | 10.1.1 |             |  | Cellular One License Agreement effective
    December 1, 1996, between Cellular One Group and Sygnet
    Communications, Inc. f/k/a Erie Cellular Telephone Company, as
    amended December 23, 1998. |  |  | (2)[10.3.1] | 
|        | 10.1.2 |             |  | Cellular One License Agreement, effective as of
    December 17, 1996, between Cellular One Group and Sygnet
    Communications, Inc. (PA-1).                                                          |  |  | (2)[10.3.2] | 
|        | 10.1.3 |             |  | Cellular One License Agreement, effective as of
    November 7, 1996, between Cellular One Group and Sygnet
    Communications, Inc. (PA-6).                                                           |  |  | (2)[10.3.3] | 
|        | 10.1.4 |             |  | Cellular One License Agreement, effective as of
    January 30, 1997, between Cellular One Group and Sygnet
    Communications, Inc. (PA-7).                                                           |  |  | (2)[10.3.4] | 
|        | 10.1.5 |             |  | Cellular One License Agreement, effective as of
    January 1, 1997, between Cellular One Group and Sygnet
    Communications, Inc. (NY-3).                                                            |  |  | (2)[10.3.5] | 
|        | 10.1.6 |             |  | Cellular One License Agreement, effective as of
    June 14, 1999, between Cellular One Group and Sygnet
    Communications, Inc. (Sharon MSA).                                                        |  |  | (3)[10.1.6] | 
|        | 10.1.7 |             |  | Cellular One License Agreement, effective as of
    June 14, 1999, between Cellular One Group and Sygnet
    Communications, Inc. (Youngstown MSA)                                                     |  |  | (3)[10.1.7] | 
|        | 21     |             |  | Subsidiaries                                                                                                                                                                                           |  |  | (5)         | 



---



|    |                                                                                                                                                                                                                                  
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Filed as an exhibit to the Current Report on
    Form 8-K of Dobson Communications Corporation (333-23769)
    filed on January 7, 1999, as the exhibit number indicated
    in brackets and incorporated by reference herein.   
|   
|(2) | Filed as an exhibit to Dobson/ Sygnet
    Communications Companys Registration Statement on
    Form S-4 (Registration No. 333-71051), as the exhibit
    number indicated in brackets and incorporated by reference
    herein.
|   
|(3) | Filed as an exhibit to the Registrants
    Annual Report on Form 10-K for the year ended
    December 31, 2001, as the exhibit number indicated in
    brackets and incorporated by reference herein.                           
|   
|(4) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    September 30, 2002 as the exhibit number indicated in
    brackets and incorporated by reference herein.                     
|   
|(5) | Filed herewith                                                                                                                                                                                                                   

(b) Reports on Form 8-K



| |      
| | -----
| | None.

50



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##### Table of Contents






SIGNATURES

Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized this 31st day of
March 2003.



| |                                     
| | ------------------------------------
| | DOBSON/SYGNET COMMUNICATIONS COMPANY



| |    |                      
| | -- | ---------------------
| | By | /s/ EVERETT R. DOBSON

| |                                     
| | ------------------------------------
| |                                     
| | Everett R. Dobson                   
| | Chairman of the Board, President and
| | Chief Executive Officer             

Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in capacities
on March 31, 2003.

|                                               |  |                                                                                               
|---------------------------------------------- |  | ----------------------------------------------------------------------------------------------
|Signatures                                     |  | Title                                                                                         
|                                               |  |                                                                                               
|/s/ EVERETT R. DOBSONEverett R. Dobson         |  | Chairman of the Board, President and Chief
    Executive Officer (principal executive officer)
|                                              
|/s/ BRUCE R. KNOOIHUIZENBruce R. Knooihuizen   |  | Vice President and Chief Financial Officer
    (principal financial officer)                  
|                                              
|/s/ TRENT LEFORCETrent LeForce                 |  | Corporate Controller (principal accounting
    officer)                                       
|                                              
|/s/ STEPHEN T. DOBSONStephen T. Dobson         |  | Secretary/ Treasurer, Director                                                                
|                                              
|/s/ RUSSELL L. DOBSONRussell L. Dobson         |  | Director                                                                                      
|                                              
|/s/ FRED J. HALLFred J. Hall                   |  | Director                                                                                      
|                                              
|/s/ JUSTIN L. JASCHKEJustin L. Jaschke         |  | Director                                                                                      
|                                              
|/s/ ALBERT H. PHARIS, JR.Albert H. Pharis, Jr. |  | Director                                                                                      

Supplemental Information to be Furnished With
Reports Filed Pursuant to Section 15(d) of the Act by
Registrants Which Have Not Registered Securities Pursuant to
Section 12 of the Act.

We have not sent, and do not intend to send, an
annual report to security holders covering our last fiscal year,
nor have we sent a proxy statement, form of proxy or other proxy
soliciting material to our security holders with respect to any
annual meeting of security holders.

51



---



##### Table of Contents



CERTIFICATIONS FOR FORM 10-K

I, Everett R. Dobson, Chairman of the Board and
Chief Executive Officer, certify that:

1. I have reviewed this annual report on
Form 10-K of Dobson/ Sygnet Communications Company (the
registrant);

2. Based on my knowledge, this annual report
does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this
annual report;

3. Based on my knowledge, the financial
statements, and other financial information included in this
annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual
report;

4. The registrants other certifying
officers and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have:



| |                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) designed such disclosure controls and
    procedures to ensure that material information relating to the
    registrant, including its consolidated subsidiaries, is made
    known to us by others within those entities, particularly during
    the period in which this annual report is being prepared;
|
| | (b) evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this annual
    report (the Evaluation Date); and                                                                                                      
|
| | (c) presented in this annual report our
    conclusions about the effectiveness of the disclosure controls
    and procedures based on our evaluation as of the Evaluation Date;                                                                                                                                

5. The registrants other certifying
officers and I have disclosed, based on our most recent
evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons
performing the equivalent functions):



| |                                                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) all significant deficiencies in the
    design or operation of internal controls which could adversely
    affect the registrants ability to record, process,
    summarize and report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | (b) any fraud, whether or not material, that
    involves management or other employees who have a significant
    role in the registrants internal controls; and                                                                                                                                                    

6. The registrants other certifying
officers and I have indicated in this annual report whether
there were significant changes in internal controls or in other
factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies
and material weaknesses.



| |                                     
| | ------------------------------------
| | DOBSON/SYGNET COMMUNICATIONS COMPANY



| |     |                      
| | --- | ---------------------
| | By: | /s/ EVERETT R. DOBSON

| |                          
| | -------------------------
| |                          
| | Everett R. Dobson        
| | Chairman of the Board and
| | Chief Executive Officer  

Date: March 31, 2003

52



---



##### Table of Contents



CERTIFICATIONS FOR FORM 10-K

I, Bruce R. Knooihuizen, Vice President and Chief
Financial Officer, certify that:

1. I have reviewed this annual report on
Form 10-K of Dobson/ Sygnet Communications Company (the
registrant);

2. Based on my knowledge, this annual report
does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this
annual report;

3. Based on my knowledge, the financial
statements, and other financial information included in this
annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual
report;

4. The registrants other certifying
officers and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have:



| |                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a. designed such disclosure controls and
    procedures to ensure that material information relating to the
    registrant, including its consolidated subsidiaries, is made
    known to us by others within those entities, particularly during
    the period in which this annual report is being prepared;
|
| | b. evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this annual
    report (the Evaluation Date); and                                                                                                      
|
| | c. presented in this annual report our
    conclusions about the effectiveness of the disclosure controls
    and procedures based on our evaluation as of the Evaluation Date;                                                                                                                                

5. The registrants other certifying
officers and I have disclosed, based on our most recent
evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons
performing the equivalent functions):



| |                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a. all significant deficiencies in the
    design or operation of internal controls which could adversely
    affect the registrants ability to record, process,
    summarize and report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | b. any fraud, whether or not material, that
    involves management or other employees who have a significant
    role in the registrants internal controls; and                                                                                                                                                    

6. The registrants other certifying
officers and I have indicated in this annual report whether
there were significant changes in internal controls or in other
factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies
and material weaknesses.



| |                                      
| | -------------------------------------
| | DOBSON/ SYGNET COMMUNICATIONS COMPANY



| |     |                         
| | --- | ------------------------
| | By: | /s/ BRUCE R. KNOOIHUIZEN

| |                                               
| | ----------------------------------------------
| |                                               
| | Bruce R. Knooihuizen                          
| | Vice President and Chief Financial
    Officer

Date: March 31, 2003

53



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##### Table of Contents



INDEX TO EXHIBITS

|        |        |             |  |                                                                                                                                                                                                        |  |  |             | 
|------- | ------ | ----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  |  | ----------- | 
|Exhibit |        |             |  | Method of                                                                                                                                                                                             
|Numbers |        | Description |  | Filing                                                                                                                                                                                                
|        |        |             |  |                                                                                                                                                                                                       
|        | 3.1    |             |  | Registrants Amended Certificate of
    Incorporation.                                                                                                                                                 |  |  | (2)[3.1]    | 
|        | 3.2    |             |  | Registrants Amended Bylaws.                                                                                                                                                                           |  |  | (2)[3.2]    | 
|        | 4.1    |             |  | Indenture dated December 23, 1998 between
    Registrant, as Issuer, and United States Trust Company of New
    York, as Trustee.                                                                      |  |  | (1)[4.1]    | 
|        | 4.2    |             |  | Form of Note under Indenture (contained in
    Exhibit 4.1 hereto).                                                                                                                                    |  |  | (1)[4.1]    | 
|        | 4.3    |             |  | Credit Agreement among the Agents and Lenders
    named therein and Sygnet Wireless, Inc. (f/k/a Dobson/Sygnet
    Operating Company), dated as of December 23, 1998.                                  |  |  | (2)[4.5]    | 
|        | 4.3.1  |             |  | First Amendment to Credit Agreement dated
    February 9, 1999.                                                                                                                                        |  |  | (4)[4.4.1]  | 
|        | 4.3.2  |             |  | Second Amendment to Credit Agreement dated
    March 19, 1999.                                                                                                                                         |  |  | (4)[4.4.2]  | 
|        | 4.3.3  |             |  | Third Amendment to Credit Agreement dated
    May 28, 1999.                                                                                                                                            |  |  | (4)[4.4.3]  | 
|        | 4.3.4  |             |  | Fourth Amendment to Credit Agreement dated
    July 28, 2000.                                                                                                                                          |  |  | (4)[4.4.4]  | 
|        | 4.3.5  |             |  | Fifth Amendment to Credit Agreement dated
    August 11, 2000.                                                                                                                                         |  |  | (4)[4.4.5]  | 
|        | 10.1.1 |             |  | Cellular One License Agreement effective
    December 1, 1996, between Cellular One Group and Sygnet
    Communications, Inc. f/k/a Erie Cellular Telephone Company, as
    amended December 23, 1998. |  |  | (2)[10.3.1] | 
|        | 10.1.2 |             |  | Cellular One License Agreement, effective as of
    December 17, 1996, between Cellular One Group and Sygnet
    Communications, Inc. (PA-1).                                                          |  |  | (2)[10.3.2] | 
|        | 10.1.3 |             |  | Cellular One License Agreement, effective as of
    November 7, 1996, between Cellular One Group and Sygnet
    Communications, Inc. (PA-6).                                                           |  |  | (2)[10.3.3] | 
|        | 10.1.4 |             |  | Cellular One License Agreement, effective as of
    January 30, 1997, between Cellular One Group and Sygnet
    Communications, Inc. (PA-7).                                                           |  |  | (2)[10.3.4] | 
|        | 10.1.5 |             |  | Cellular One License Agreement, effective as of
    January 1, 1997, between Cellular One Group and Sygnet
    Communications, Inc. (NY-3).                                                            |  |  | (2)[10.3.5] | 
|        | 10.1.6 |             |  | Cellular One License Agreement, effective as of
    June 14, 1999, between Cellular One Group and Sygnet
    Communications, Inc. (Sharon MSA).                                                        |  |  | (3)[10.1.6] | 
|        | 10.1.7 |             |  | Cellular One License Agreement, effective as of
    June 14, 1999, between Cellular One Group and Sygnet
    Communications, Inc. (Youngstown MSA)                                                     |  |  | (3)[10.1.7] | 
|        | 21     |             |  | Subsidiaries                                                                                                                                                                                           |  |  | (5)         | 



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|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Filed as an exhibit to the Current Report on
    Form 8-K of Dobson Communications Corporation (333-23769)
    filed on January 7, 1999, as the exhibit number indicated
    in brackets and incorporated by reference herein.   
|   
|(2) | Filed as an exhibit to Dobson/ Sygnet
    Communications Companys Registration Statement on
    Form S-4 (Registration No. 333-71051), as the exhibit
    number indicated in brackets and incorporated by reference
    herein.
|   
|(3) | Filed as an exhibit to the Registrants
    Annual Report on Form 10-K for the year ended
    December 31, 2001, as the exhibit number indicated in
    brackets and incorporated by reference herein.                           
|   
|(4) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    September 30, 2002 as the exhibit number indicated in
    brackets and incorporated by reference herein.                     
|   
|(5) | Filed herewith