Dobson Communications Reports $48.6 Million in Fourth Quarter Operating Income

Company to Discuss Reduced 2004 Expectations at Investors Conference


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

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

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

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

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

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



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

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

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

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

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

Discontinued Operations

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

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

Fourth Quarter 2002 Results

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

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

Revenue and EBITDA

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

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

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

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



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

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

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

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

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

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

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

Results for Fiscal 2003

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

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



 -- A $52.3 million loss from extinguishments of debt;

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

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

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

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

Capital Expenditures and Balance Sheet

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

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

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

Investors Conference

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

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



    Those interested may access the call by dialing:
    Conference call       (800) 289-0436
    Pass code             753890

    A replay of the call will be available later in the day via 
    Dobson's web site or by phone.
    Replay                (888) 203-1112 
    Pass code             753890
    The replay will be available by phone for two weeks.

Dobson Communications is a leading provider of wireless phone services to rural and suburban markets in the United States. Headquartered in Oklahoma City, the rapidly growing Company owns wireless operations in 16 states. For additional information on the Company and its operations, please visit its web site at www.dobson.net.

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These include, but are not limited to, statements regarding the Company's plans, intentions and expectations. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those projected. These risks include, but are not limited to, increased levels of competition; shortages of key equipment; further declines in roaming MOUs; restrictions on the Company's ability to finance its growth; and other factors. A more extensive discussion of the risk factors that could impact these areas and the Company's overall business and financial performance can be found in the Company's reports and other filings filed with the Securities and Exchange Commission. Given these concerns, investors and analysts should not place undue reliance on forward-looking statements.



 Table 1
 Dobson Communications Corporation
 Statements of Operations

                    Three Months Ended             Year Ended
                        December 31,               December 31,
                     2003         2002          2003         2002
                 ------------  -----------  ------------  -----------
                          ($ in thousands except per share data)
 Operating Revenue                    (unaudited)
  Service
   revenue       $    185,708  $    81,828  $    505,860  $   323,116
  Roaming revenue      56,132       44,672       201,199      176,150
  Equipment & other
   revenue              8,475        4,194        28,695       17,504
                 ------------  -----------  ------------  -----------
     Total            250,315      130,694       735,754      516,770
                 ------------  -----------  ------------  -----------
 Operating Expenses
  (excluding
   depreciation &
   amortization)
    Cost of service    59,463       33,291       173,436      138,240
    Cost of
     equipment         21,752        9,916        56,612       40,331
    Marketing &
     selling           30,747       14,659        79,547       61,581
    General &
     administrative    44,192       17,146       106,108       66,473
                 ------------  -----------  ------------  -----------
      Total           156,154       75,012       415,703      306,625
                 ------------  -----------  ------------  -----------
  EBITDA (1)           94,161       55,682       320,051      210,145
   Depreciation &
    amortization      (45,560)     (19,120)     (119,424)     (75,181)
                  ------------  -----------  ------------  -----------
 Operating income      48,601       36,562       200,627      134,964
  Minority interest    (1,291)      (1,652)       (6,541)      (6,521)
  Loss from
   investment in
   joint venture           --           --            --     (184,381)
  Interest expense    (52,957)     (25,609)     (138,148)    (108,331)
  (Loss) gain from
   extinguishment
   of debt            (24,175)        (435)      (52,277)       2,202
  Loss from
   redemption of
   preferred stock    (26,777)          --       (26,777)          --
  Dividends on
   mandatorily
   redeemable
   preferred stock    (12,735)          --       (30,568)          --
  Other (expense)
   income, net          1,530       (4,938)        3,829       (1,636)
                 ------------  -----------  ------------  -----------
 Income (loss)
  before income
  taxes               (67,804)       3,928       (49,855)    (163,703)
   Income tax
    (expense)
    benefit            12,751       (1,498)         (845)      52,177
                 ------------  -----------  ------------  -----------
 Income (loss)
  from continuing
  operations          (55,053)       2,430       (50,700)    (111,526)
 Discontinued
  operations:
   Income from
    discontinued
    operations, net
    of taxes(2)          (596)       5,893        11,945       24,454
   Loss from
    discontinued
    operations from
    investment in
    joint venture          --           --            --         (327)
   Gain from disposal
    of discontinued
    operations, net
    of taxes          (12,729)          --        14,786       88,315
   Gain from disposal
    of discontinued
    operations from
    investment in
    joint venture          --           --            --        6,736
                 ------------  -----------  ------------  -----------
 Income (loss)
  before cumulative
  effect of change
  in accounting
  principle           (68,378)       8,323       (23,969)       7,652
   Cumulative
    effect
    of change in
    accounting
    principle, net
    of taxes               --           --            --      (33,294)
   Cumulative
    effect
    of change in
    accounting
    principle from
    investment in
    joint venture          --           --            --     (140,820)
                 ------------  -----------  ------------  -----------
 Net Income (loss)    (68,378)       8,323       (23,969)    (166,462)
  Dividends on
   preferred stock     (1,879)     (22,838)      (43,300)     (94,451)
  Gain on re-
   demption of
   preferred stock         --       40,092       218,310       70,323
                 ------------  -----------  ------------  -----------
 Net (loss) Income
  applicable to
  common
  shareholders   $    (70,257) $    25,577  $    151,041  $  (190,590)
                 ============  ===========  ============  ===========
 Basic net (loss)
  income applicable
  to common share-
  holders per
  common share:
   Continuing
    operations   $      (0.41) $      0.03  $      (0.48) $     (1.23)
   Discontinued
    operations          (0.10)        0.06          0.25         1.31
   Change in
    accounting
    principle              --           --            --        (1.92)
   Dividends on and
    redemption of
    preferred stock     (0.02)        0.19          1.65        (0.26)
                 ------------  -----------  ------------  -----------
 Total basic net
  (loss) income
  applicable to
  common
  shareholders
  per common
  share          $      (0.53) $      0.28  $       1.42  $     (2.10)
                 ============  ===========  ============  ===========
 Basic weighted
  average common
  shares
  outstanding     133,686,530   90,109,318   106,291,582   90,671,688
                 ============  ===========  ============  ===========
 Total diluted net
  (loss) income
  applicable to
  common share-
  holders per
  common share   $      (0.53) $      0.28  $       1.38  $     (2.10)
                 ============  ===========  ============  ===========
  Diluted weighted
   average common
   shares
   outstanding    133,686,530   90,132,042   109,676,631   90,671,688
                 ============  ===========  ============  ===========


 (1) EBITDA is defined as income (loss) from continuing operations
     before interest income, interest expense, income taxes,
     depreciation, amortization, impairment of goodwill, other income,
     gain(loss) from extinguishment of debt, dividends on mandatorily
     redeemable preferred stock and minority interests. We believe
     that EBITDA provides meaningful additional information concerning
     a company's operating results and its ability to service its
     long-term debt and other fixed obligations and to fund its
     continued growth. Many financial analysts consider EBITDA to be a
     meaningful indicator of an entity's abilty to meet its future
     financial obligations, and they consider growth in EBITDA to be
     an indicator of future porfitability, especially in a
     captial-intensive industry such as wireless telecommunications.
     You should not construe EBITDA as an alternative to net income
     (loss) as determined in accordance with GAAP, as an alternative
     to cash flows from operating activities as determined in
     accordance with GAAP or as a measure of liquidity. Because EBITDA
     is not calculated in the same manner by all companies, it may not
     be comparable to other similarly titled measures of other
     companies.
                            
 (2) Operating results
     from income            Three Months Ended         Year Ended
     from discontinued          December 31,          December 31,
     operations:              2003       2002       2003       2002
                            -------    -------    -------    --------
 Service revenue            $ 4,224    $12,930    $31,649    $ 54,070
 Roaming revenue              3,059     15,063     36,577      70,357
 Equipment & other revenue      127        749      1,469       2,921
                            -------    -------    -------    --------
  Total operating revenue     7,410     28,742     69,695     127,348
                            -------    -------    -------    --------
 Cost of service              2,029      6,471     15,656      28,527
 Cost of equipment              563      1,594      3,628       6,197
 Marketing & selling          1,823      2,639      7,752      12,289
 General & administrative     1,600      3,494      8,845      14,616
                            -------    -------    -------    --------
  Total operating
   expenses (excluding
   depreciation and
   amortization)              6,015     14,198     35,881      61,629
                            -------    -------    -------    --------
 EBITDA                       1,395     14,544     33,814      65,719
                            -------    -------    -------    --------
 Depreciation &
  amortization               (1,267)    (2,789)    (8,858)    (12,813)
 Interest expense & other    (1,089)    (2,250)    (5,690)    (13,467)
 Income tax expense             365     (3,612)    (7,321)    (14,985)
                            -------    -------    -------    --------
 Income from discontinued
  operations                $  (596)   $ 5,893    $11,945    $ 24,454
                            =======    =======    =======    ========



 Table 2

 Dobson Communications Corporation
 Selected Balance Sheet and Statistical Data

 Balance Sheet Data:                           December 31,
                                           2003            2002
                                         --------        --------
                                     ($ in millions) ($ in millions)
                                       (unaudited)
 Cash and cash equivalents
  (unrestricted)(1)                      $  208.2        $  292.1
                                         ========        ========

 Total Debt:
  DCS credit facility                    $  548.6        $     --
  Dobson Operating Co., L.L.C 
   credit facility                             --           501.0
  Sygnet credit facility                       --           285.4
  DCC 10.875% Senior Notes, net             298.4           298.2
  DCC 8.875% Senior Notes                   650.0              --
  Dobson/Sygnet Senior Notes                  5.3           188.5
  ACC 9.5% Senior Notes, net                 12.9              --
  ACC 10.0% Senior Notes                    900.0              --
                                         --------        --------
    Total debt                           $2,415.2        $1,273.1
                                         ========        ========

  Preferred Stock:
   Series AA Preferred Stock, 5.96%      $     --        $  200.0
   Senior Exchangeable Preferred
    Stock, 12.25%, net(2)                    59.2           362.3
   Senior Exchangeable Preferred
    Stock, 13.00%, net(3)                   194.1           196.0
   Series F Preferred Stock                 122.5              --
                                         --------        --------
    Total preferred stock                $  375.8        $  758.3
                                         ========        ========


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

 (1) Includes $30.8 million of cash from American Cellular for the
     year ended December 31, 2003.

 (2) Net of deferred financing costs of $(0.6) million and $(4.2)
     million and discount of $(1.2) million and $(8.4) million at
     December 31, 2003 and December 31, 2002, respectively.

 (3) Net of deferred financing costs of $(1.9) million and $(2.8)
     million at December 31, 2003 and December 31, 2002, respectively.


 Table 3

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

                               For the Quarter Ended 
             12/31/2002  3/31/2003  6/30/2003  9/30/2003   12/31/2003

 Operating
 Revenue
  Service
   revenue   $   81,828 $   82,786 $   89,022 $   148,344 $   185,708
  Roaming
   revenue       44,672     40,919     48,427      55,721      56,132
  Equipment &
   other
   revenue        4,194      5,187      6,028       9,005       8,475
             ---------- ---------- ---------- ----------- -----------
 Total          130,694    128,892    143,477     213,070     250,315
             ---------- ---------- ---------- ----------- -----------
 Operating
 Expenses
 (excluding
 depreciation
 & amortization)
  Cost of
   service       33,291     30,547     33,468      49,958      59,463
  Cost of
   equipment      9,916      8,496      9,440      16,924      21,752
  Marketing &
   selling       14,659     13,142     14,051      21,607      30,747
  General &
   administra-
   tive          17,146     16,607     15,985      29,324      44,192
             ---------- ---------- ---------- ----------- -----------
 Total           75,012     68,792     72,944     117,813     156,154
             ---------- ---------- ---------- ----------- -----------
 EBITDA(1)(2)$   55,682 $   60,100 $   70,533 $    95,257 $    94,161
             ========== ========== ========== =========== ===========

 Pops         5,240,800  5,240,800  5,623,900  10,620,900  10,620,900

 Post-paid
  Gross Adds     50,800     36,500     38,100      68,800      89,100
  Net Adds       19,100      6,700     11,300      12,000       8,200
  Subscribers   639,600    646,300    772,900   1,441,800   1,451,700
  Churn             1.7%       1.5%       1.4%        1.7%        1.9%
  Average
   Service
   Revenue per
   Subscriber
   (ARPU)    $       43 $       42 $       43 $        44 $        42
  Average
   Service
   and Roaming
   Revenue per
   Sub-
   scriber   $       66 $       63 $       67 $        60 $        55

 Pre-paid
  Net Adds       (1,300)     1,900        800       1,700       4,700
  Subscribers     5,500      7,400     20,900      30,600      28,700

 Reseller
  Net Adds        1,900      3,200      2,400         900       1,500
  Subscribers    21,400     24,600     34,700      70,200      71,700

 Total
  Net Adds       19,700     11,800     14,500      14,600      14,400
  Subscribers   666,500    678,300    828,500   1,542,600   1,552,100
  Penetration      12.7%      12.9%      14.7%       14.5%       14.6%


 (1) Includes, $1.8 million, $1.9 million, $2.1 million, $2.2 million
     and $1.7 million of EBITDA for the quarters ended December 31,
     2002, March 31, 2003, June 30, 2003, September 30, 2003 and
     December 31, 2003, respectively, related to minority interests.

 (2) A reconciliation of EBITDA to net income from continuing
     operations as determined in accordance with generally accepted
     accounting principles is as follows:

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

 Table 4

 Dobson Cellular Systems
 (Formerly DOC and Sygnet)

                                For the Quarter Ended
              12/31/2002  3/31/2003  6/30/2003  9/30/2003 12/31/2003
              ---------- ---------- ---------- ---------- ----------
 Operating
 Revenue
  Service
   revenue     $   81,828 $   82,786 $   89,022 $  109,714 $  107,335
  Roaming
   revenue         44,672     40,919     48,427     41,182     30,722
  Equipment &
   other
   revenue          4,194      5,187      6,028      7,749      6,357
               ---------- ---------- ---------- ---------- ----------
 Total            130,694    128,892    143,477    158,645    144,414
               ---------- ---------- ---------- ---------- ----------
 Operating
 Expenses
 (excluding de-
 preciation &
 amortization)
  Cost of
   service         33,291     30,547     33,468     38,536     36,013
  Cost of
   equipment        9,916      8,496      9,440     12,424     11,148
  Marketing &
   selling         14,659     13,142     14,051     15,053     16,283
  General &
   administra-
   tive            17,146     16,602     15,980     20,997     23,010
               ---------- ---------- ---------- ---------- ----------
 Total             75,012     68,787     72,939     87,010     86,454
               ---------- ---------- ---------- ---------- ----------
 EBITDA(1)(2)  $   55,682 $   60,105 $   70,538 $   71,635 $   57,960
               ========== ========== ========== ========== ==========
    Net Adds
 Pops           5,240,800  5,240,800  5,623,900  5,623,900  5,623,900

 Post-paid
  Gross Adds       50,800     36,500     38,100     47,700     45,700
  Net Adds         19,100      6,700     11,300      9,700      2,700
  Subscribers     639,600    646,300    772,900    776,400    780,800
  Churn               1.7%       1.5%       1.4%       1.6%       1.8%
  Average
   Service
   Revenue per
   Subscriber
   (ARPU)      $       43 $       42 $       43 $       46 $       45
  Average
   Service and
   Roaming
   Revenue per
   Subscriber  $       66 $       63 $       67 $       64 $       58

 Pre-paid
  Net Adds         (1,300)     1,900        800      1,600      2,300
  Subscribers       5,500      7,400     20,900     22,500     18,200

 Reseller
  Net Adds          1,900      3,200      2,400      1,100      1,900
  Subscribers      21,400     24,600     34,700     42,000     43,900

 Total
  Net Adds         19,700     11,800     14,500     12,400      6,900
  Subscribers     666,500    678,300    828,500    840,900    842,900
  Penetration        12.7%      12.9%      14.7%      15.0%      15.0%

 (1) Includes, $1.8 million, $1.9 million, $2.1 million, $2.2 million
     and $1.7 million of EBITDA for the quarters ended December 31,
     2002, March 31, 2003, June 30, 2003, September 30, 2003 and
     December 31, 2003, respectively, related to minority interests.

 (2) A reconciliation of EBITDA to net income from continuing
     operations as determined in accordance with generally accepted
     accounting principles is as follows:

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


 Table 5

 American Cellular Corporation
                                      Predecessor                    
                     ------------------------------------------------
 For the Quarter Ended
                                                             7/1/03 -
                     12/31/2002    3/31/2003    6/30/2003   8/18/2003

                     ----------   ----------   ----------  ----------
 Operating Revenue
  Service revenue    $   76,267   $   75,176   $   78,120  $   42,492
  Roaming revenue        32,725       27,680       34,718      19,989
  Equipment & other
   revenue                3,943        3,634        4,099       2,819
                     ----------   ----------   ----------  ----------
   Total                112,935      106,490      116,937      65,300
                     ----------   ----------   ----------  ----------
 Operating Expenses
 (excluding deprecia-
  tion & amortiza-
  tion)
   Cost of service       25,372       23,569       24,854      13,802
   Cost of equipment     10,003        8,909        9,182       5,527
   Marketing &
    selling              14,205       12,391       12,442       6,348
   General &
    administrative       18,258       17,694       17,253       9,488
                     ----------   ----------   ----------  ----------
   Total                 67,838       62,563       63,731      35,165
                     ----------   ----------   ----------  ----------
 EBITDA(1)           $   45,097   $   43,927   $   53,206  $   30,135
                     ==========   ==========   ==========  ==========

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

 Post-paid
  Gross Adds             53,000       38,500       37,900      22,800
  Net Adds               14,800         (200)       3,500       2,000
  Subscribers           657,800      657,600      661,100     663,100
  Churn                     2.0%         2.0%         1.7%        2.0%
  Average Service
   Revenue per
   Subscriber (ARPU) $       39   $       38   $       39  $       40
  Average Service and
   Roaming Revenue
   per Subscriber    $       55   $       52   $       56  $       58

 Pre-paid
  Net Adds                  900        1,700        1,000         400
  Subscribers             4,900        6,600        7,600       8,000

 Reseller
  Net Adds                1,600          200          900        (400)
  Subscribers            27,700       27,900       28,800      28,400

 Total
  Net Adds               17,300        1,700        5,400       2,000
  Subscribers           690,400      692,100      697,500     699,500
  Penetration              13.8%        13.9%        14.0%       14.0%


                                             ACC          ACC
                                        ---------------------------
                                         8/19/03 -
                                         9/30/2003       12/31/2003
                                        -----------     -----------
 Operating Revenue
  Service revenue                       $    38,630     $    78,372
  Roaming revenue                            14,539          25,410

  Equipment & other revenue                   1,994           3,679
                                        -----------     -----------
   Total                                     55,163         107,461
                                        -----------     -----------
 Operating Expenses
 (excluding depreciation & amortization)
  Cost of service                            11,612          23,849
  Cost of equipment                           4,500          10,604
  Marketing & selling                         6,553          14,464
  General & administrative                    8,872          22,338
                                        -----------     -----------
   Total                                     31,537          71,255
                                        -----------     -----------
 EBITDA(1)                              $    23,626     $    36,206
                                        ===========     ===========

 Pops                                     4,997,000       4,997,000

 Post-paid
  Gross Adds                                 21,100          43,400
  Net Adds                                    2,300           5,500
  Subscribers                               665,400         670,900
  Churn                                         2.1%            1.9%
  Average Service Revenue per
   Subscriber (ARPU)                    $        41     $        39
  Average Service and Roaming
   Revenue per Subscriber               $        57     $        51

 Pre-paid
  Net Adds                                      100           2,400
  Subscribers                                 8,100          10,500

 Reseller
  Net Adds                                     (200)           (400)
  Subscribers                                28,200          27,800

 Total
  Net Adds                                    2,200           7,500
  Subscribers                               701,700         709,200
  Penetration                                  14.0%           14.2%


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

                                      Predecessor                    
                     ------------------------------------------------
 For the Quarter Ended
                                                             7/1/03 -
                     12/31/2002    3/31/2003    6/30/2003   8/18/2003
                     ----------   ----------   ----------  ----------
 Net income (loss)
  from continuing
  operations         $ (422,908)  $   (2,406)  $    2,103  $    2,642
 Add back non-EBITDA
  items included in
  net income (loss):
 Depreciation &
  amortization          (17,050)     (17,004)     (17,573)     (9,014)
 Interest expense       (32,756)     (31,254)     (31,211)    (15,672)
 Dividends on
  mandatorily
  redeemable
  preferred
  stock                      --           --           --        (703)
 Impairment of
  goodwill             (423,894)          --           --          --
 Other income (loss)        423          321         (917)         58
 Income tax (expense)
  benefit                 5,272        1,604       (1,402)     (2,162)
                     ----------   ----------   ----------  ----------
   EBITDA            $   45,097   $   43,927   $   53,206  $   30,135
                     ==========   ==========   ==========  ==========

                                            ACC          ACC
                                        ---------------------------
                                         8/19/03 -
                                         9/30/2003       12/31/2003
                                        -----------     -----------
 Net income (loss) from      
  continuing operations                 $       656     $    (5,005)
 Add back non-EBITDA
  items included in
  net income (loss):
 Depreciation & amortization                 (8,861)        (19,786)
 Interest expense                           (13,849)        (23,924)
 Dividends on
  mandatorily
  redeemable
  preferred
  stock                                          --              -- 
 Impairment of goodwill                          --              --
 Other income (loss)                            142            (568)
 Income tax (expense) benefit                  (402)          3,067
                                        -----------     -----------
   EBITDA                               $    23,626     $    36,206
                                        ===========     ===========


            

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