Dobson Communications Reports Second Quarter 2004 Results

Company Adjusts Outlook for 2004


OKLAHOMA CITY, Aug. 9, 2004 (PRIMEZONE) -- Dobson Communications Corporation (Nasdaq:DCEL) today reported a net loss applicable to common shareholders of $15.9 million, or $0.12 per share, for the second quarter ended June 30, 2004. Included in the loss were $8.3 million in dividends on mandatorily redeemable preferred stock and $1.9 million in dividends on Dobson's Series F convertible preferred stock. For the second quarter of 2004, Dobson also recorded a $5.1 million gain on redemption and repurchases of preferred stock and a $3.5 million deferred income tax benefit. (Table 1)

In the second quarter of 2003, the Company reported net income applicable to common shareholders of approximately $224.4 million, or $2.49 per share. Net income applicable to common shareholders for that period included a $194.7 million gain on redemption and repurchases of preferred stock, a $27.5 million gain on sale of discontinued operations, net of taxes, and $5.6 million in income from discontinued operations, net of taxes. In the second quarter of 2003, Dobson also reported $20.0 million in preferred dividends and $10.1 million in deferred income tax expense. Dobson adopted SFAS 150 as of July 1, 2003, which requires certain preferred stock dividends and repurchases to be included in the determination of net income.

Dobson reported EBITDA of $85.7 million for the second quarter of 2004, compared with $70.5 million for the quarter ended June 30, 2003. (Table 1)

Dobson reported total revenue of approximately $252.4 million for the second quarter of 2004, of which $50.6 million, or 20 percent, was roaming revenue. For the second quarter of 2003, Dobson reported total revenue of $143.5 million, of which $48.4 million, or 34 percent, was roaming revenue.

Total average service revenue per unit (ARPU) for the second quarter of 2004 was $40.03, compared with $41.99 for the same period last year. Total ARPU includes postpaid, prepaid and reseller ARPU.

Results for the operations of the Anchorage Metropolitan Service Area and Alaska Rural Service Area 2 are included only from the date of acquisition on June 17, 2003. Also reflected in current-year results is Dobson's acquisition of American Cellular, which was consummated on August 19, 2003. Complete results for American Cellular for all relevant periods are reflected in Table 5.

Finally, Dobson's current-year results include the operations of Michigan Rural Service Area 5, which the Company acquired on February 17,2004, and the operations of NPI-Omnipoint Wireless, LLC from its acquisition on June 15, 2004.

The State of Wisconsin designated Dobson as eligible for Universal Service Fund compensation during the second quarter. Dobson expects to recognize USF revenue beginning in the third quarter, and it expects that Wisconsin USF revenue will be approximately $450,000 per month.

Operating Trends

Dobson reported increases in service, equipment and selling expenses in the second quarter of 2004, compared with the first quarter of 2004 and the second quarter of 2003, relating primarily to the completion of the GSM overlay, the retail launch of GSM products in non-Alaska markets, and higher than expected levels of TDMA-to-GSM migrations.

As previously announced, Dobson Communications reported approximately 107,000 total gross subscriber additions for the second quarter of 2004, compared with a combined total of 94,500 gross additions for Dobson Cellular and American Cellular in the same quarter of 2003.

Dobson reported approximately 7,200 net subscriber additions for the second quarter, compared with the combined total of approximately 19,900 for its two subsidiaries in the same period of 2003. Postpaid customer churn was 1.7 percent in the second quarter, compared with 1.6 percent last year.

Net subscriber additions for the second quarter of 2004 included a net reduction of approximately 400 postpaid subscribers, a net reduction of 1,300 prepaid subscribers, and the net addition of 8,900 reseller subscribers. In the first quarter of 2004, the Company reported a net reduction of approximately 14,300 postpaid subscribers.

In addition, during the second quarter of 2004, the Company acquired approximately 31,100 new subscribers with the acquisition of NPI, of which 22,900 were postpaid and 10,200 were prepaid.

On a consolidated basis, Dobson Communications' subscriber base increased to 1,607,500 subscribers at June 30, 2004, compared with a combined total of 1,526,000 for Dobson Cellular and American Cellular at June 30, 2003. As of the end of the second quarter of 2004, the Company had approximately 152,600 customers on GSM postpaid and prepaid calling plans.

Roaming Trends

Dobson Communications reported approximately 360 million roaming minutes of use (MOUs) for the second quarter of 2004, with a blended yield of approximately $0.14 per MOU. Roaming MOUs for the second quarter of 2004 increased approximately 2 percent, compared with those for the same period in 2003 on a "same-store" basis, assuming that all acquisitions except NPI were effective throughout both periods.

The Company's two largest roaming partners, AT&T Wireless (NYSE:AWE) and Cingular, accounted for approximately 90 percent of total roaming MOUs for the second quarter of 2004. Approximately 82 million MOUs, or 23 percent of Dobson's second quarter roaming MOUs, were on its GSM network, compared with 10 percent in the first quarter this year.

Capital Expenditures and Balance Sheet

Dobson Communications' capital expenditures were approximately $48.3 million in the second quarter of 2004, reflecting the completion of the overlay of its Alaska markets with GSM/GPRS technology. In July 2004, Dobson completed the upgrade of its networks nationwide with EDGE software, which enables the Company to deliver wireless data services at significantly higher speeds.

The Company ended the second quarter of 2004 with approximately $99.6 million in cash and cash equivalents, approximately $2.4 billion in total debt, and approximately $365 million in preferred stock obligations (Table 2). During the second quarter of 2004, the Company completed a series of open market transactions to repurchase approximately $14.8 million (liquidation preference amount) of its 12 1/4% Senior Exchangeable Preferred Stock for approximately $10.4 million and approximately $3.5 million (liquidation preference amount) of its 13% Senior Exchangeable Preferred Stock for approximately $2.5 million. In July, the Company repurchased an additional $6.0 million (liquidation preference amount) of its 13% Senior Exchangeable Preferred Stock for approximately $4.5 million.

Outlook for the Second Half of 2004

Based on its results for the first half of the year, Dobson is revising its outlook for the remainder of 2004.

Dobson expects to report approximately 215,000 prepaid and postpaid gross subscriber additions for the second half of 2004, which would result in full-year prepaid and postpaid gross additions of approximately 386,500. In February 2004, the Company stated that it expected prepaid and postpaid gross subscriber additions for 2004 would be between 444,000 to 455,000.

Postpaid churn is expected to average approximately 2.1 percent for the second half. This would result in postpaid customer churn for the year of less than 2 percent, which would be in line with the Company's February guidance.

Dobson expects to report sequential improvement in total ARPU for the third and fourth quarters of 2004. For the second half of 2004, the Company expects total ARPU in a range of $40.50 to $41.00, which would result in full-year total ARPU of approximately $40.00. The Company had previously expected that total ARPU for 2004 would be in a range of $41.75 to $42.25.

Dobson expects that roaming MOUs for the second half will be in a range of 780 million to 820 million MOUs, which would result in full-year roaming MOUs of approximately 1.5 billion, in line with its earlier guidance of a range of negative 2 percent to growth of 10 percent.

Based primarily on lower expectations for ARPU and a high rate of TDMA-to-GSM migrations, Dobson now expects that second-half EBITDA will be in a range of $166 million to $176 million, which would result in full-year EBITDA of $335 million to $345 million. The Company had previously anticipated 2004 EBITDA in a range of $390 million to $425 million.

The Company's capital expenditures for 2004 are expected to be approximately $140 million.

Second Quarter 2004 Conference Call

On Tuesday, August 10, 2004, Dobson plans to hold a conference call to discuss its second quarter 2004 results. The call is scheduled to begin at 8 a.m. CDT (9 a.m. EDT). Investors will be able to listen by phone or via web-cast on Dobson's web site at www.dobson.net. During the call, management expects to review its expectations for 2004. Those interested may access the call by dialing:



 Conference call	(800) 665 0430
 Pass code             	514527

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           	514527
 
 The replay will be available by phone for two weeks.

For further analysis of the second quarter of 2004, please see the Company's quarterly report on Form 10-Q, which was filed today.

Dobson Communications is a leading provider of wireless phone services to rural and suburban markets in the United States. Headquartered in Oklahoma City, the Company owns wireless operations in 16 states. For additional information on Dobson 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 network equipment and/or handsets; 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          Six Months Ended
                           June 30,                   June 30,
                     2004          2003         2004          2003
                 ------------  -----------  ------------  -----------
                      ($ in thousands except per share data)
                                   (unaudited)

 Operating Revenue
  Service
   revenue       $    189,288  $    89,022  $    370,988  $   171,808
  Roaming
   revenue             50,606       48,427        92,682       89,346
  Equipment &
   other revenue       12,469        6,028        22,485       11,215
                 ------------  -----------  ------------  -----------
   Total              252,363      143,477       486,155      272,369
                 ------------  -----------  ------------  -----------
 Operating Expenses
  (excluding
   depreciation &
   amortization)
  Cost of service
  (exclusive of
   depreciation &
   amortization
   shown separately
   below)              61,972       33,468       116,158       64,015
  Cost of equipment    27,870        9,440        51,405       17,936
  Marketing & selling  33,786       14,051        62,948       27,193
  General &
   administrative      43,056       15,985        86,832       32,592
                 ------------  -----------  ------------  -----------
   Total              166,684       72,944       317,343      141,736
                 ------------  -----------  ------------  -----------

 EBITDA(1)             85,679       70,533       168,812      130,633
  Depreciation
  & amortization      (46,635)     (21,323)      (92,083)     (41,262)
                 ------------  -----------  ------------  -----------
 Operating income      39,044       49,210        76,729       89,371
  Minority interest    (1,058)      (1,785)       (2,002)      (3,405)
  Interest expense    (52,784)     (23,450)     (107,021)     (47,322)
  Gain from ex-
   tinguishment of
   debt                    --           --         5,739           --
  Gain on redemp-
   tion and re-
   purchases of
   preferred stock      5,069           --         5,069           --
  Dividends on
   mandatorily
   redeemable
   preferred stock     (8,289)          --       (16,907)          --
  Other income, net       442        2,653         1,718        4,612
                 ------------  -----------  ------------  -----------
 (Loss) income
  before income
  taxes               (17,576)      26,628       (36,675)      43,256
   Income tax
    benefit
    (expense)           3,529      (10,113)        7,503      (16,432)
                 ------------  -----------  ------------  -----------
 (Loss) income
  from continuing
  operations          (14,047)      16,515       (29,172)      26,824
 Discontinued
  operations:
   Income from
    discontinued
    operations,
    net of taxes(2)        --        5,647           443       10,384
  Gain on
   discontinued
   operations, net
   of taxes                --       27,515            --       27,515
                 ------------  -----------  ------------  -----------
 Net (loss) income    (14,047)      49,677       (28,729)      64,723
  Dividends on
   preferred stock     (1,859)     (20,013)       (3,717)     (40,543)
  Gain on re-
   demption and
   repurchases of
   preferred stock         --      194,695            --      218,310
                 ------------  -----------  ------------  -----------
 Net (loss) income
  applicable to
  common share-
  holders        $    (15,906) $   224,359  $    (32,446) $   242,490
                 ============  ===========  ============  ===========
 Basic net (loss)
  income applicable
  to common share-
  holders per
  common share   $      (0.12) $      2.49  $      (0.24) $      2.69
                 ============  ===========  ============  ===========
 Basic weighted
  average common
  shares
  outstanding     133,772,746   90,253,787   133,749,934   90,183,193
                 ============  ===========  ============  ===========
 Diluted net
  (loss) income
  applicable to
  common share-
  holders per
  common share   $      (0.12) $      2.42  $      (0.24) $      2.63
                 ============  ===========  ============  ===========
 Diluted weighted
  average common
  shares
  outstanding     133,772,746   92,897,382   133,749,934   92,375,806
                 ============  ===========  ============  ===========

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

                Three Months Ended June 30,  Six Months Ended June 30,
                     2004          2003         2004          2003
                 ------------  -----------  ------------  -----------

 Service revenue $     --      $    10,935  $      2,383  $    23,005
 Roaming revenue       --           14,386         1,067       27,764
 Equipment &
  other revenue        --              556           106        1,160
                 ------------  -----------  ------------  -----------
  Total operating
   revenue             --           25,877         3,556       51,929
                 ------------  -----------  ------------  -----------
 Cost of service       --            5,479           824       11,380
 Cost of equipment     --            1,155           235        2,566
 Marketing &
  selling              --            2,285           605        4,798
 General &
  administrative       --            3,029           529        6,146
                 ------------  -----------  ------------  -----------
  Total operating
   expenses (ex-
   cluding depre-
   ciation and
   amortization)       --           11,948         2,193       24,890
                 ------------  -----------  ------------  -----------
 EBITDA                --           13,929         1,363       27,039
                 ------------  -----------  ------------  -----------
 Depreciation &
  amortization         --           (2,997)         (647)      (6,360)
 Interest expense
  & other              --           (1,824)           (2)      (3,931)
 Income tax
  expense              --           (3,461)         (271)      (6,364)
                 ------------  -----------  ------------  -----------
 Income from
  discontinued
  operations     $     --      $     5,647  $        443  $    10,384
                 ============  ===========  ============  ===========

 Table 2

 Dobson Communications Corporation
 Selected Balance Sheet and Statistical Data

 Balance Sheet Data:

                                    June 30, 2004  December 31, 2003
                                       --------       --------
                                           ($ in millions)
                                      (unaudited)

 Cash and cash equivalents
  (unrestricted)(1)                    $   99.6       $  208.2
                                       ========       ========
 Total Debt:
  DCS credit facility                  $  573.9       $  548.6
  DCC 10.875% Senior Notes, net           298.5          298.4
  DCC 8.875% Senior Notes                 594.5          650.0
  Dobson/Sygnet Senior Notes                 --            5.3
  ACC 9.5% Senior Notes, net               13.3           12.9
  ACC 10.0% Senior Notes                  900.0          900.0
                                       --------       --------
   Total debt                          $2,380.2       $2,415.2
                                       ========       ========

  Preferred Stock:
  Senior Exchangeable Preferred
   Stock, 12.25%, net(2)                   45.1           59.2
  Senior Exchangeable Preferred
   Stock, 13.00%, net(3)                  197.2          194.1
  Series F Preferred Stock                122.5          122.5
                                       --------       --------
   Total preferred stock               $  364.8       $  375.8
                                       ========       ========




                                          Six Months Ended
                                    June 30, 2004  June 30, 2003
                                       --------       --------
                                           ($ in millions)
 Capital Expenditures(4):              $   88.9       $   48.5
                                       ========       ========

 (1) Includes $15.2 million and $30.8 million of cash from American
     Cellular at June 30, 2004 and December 31, 2003, respectively.

 (2) Net of deferred financing costs of $(0.3) million and $(0.6)
     million and discount of $(0.8) million and $(1.2) million at June
     30, 2004 and December 31, 2003, respectively.

 (3) Net of deferred financing costs of $(1.7) million and $(1.9)
     million at June 30, 2004 and December 31, 2003, respectively.

 (4) Does not include $28.3 million of capital expenditures for
     American Cellular for the six months ended June 30, 2003.


 Table 3

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

 For the Quarter Ended

            6/30/2003  9/30/2003   12/31/2003  3/31/2004   6/30/2004
           ---------- ----------- ----------- ----------- -----------
                  ($ in thousands except per subscriber data)
                                    (unaudited)
 Operating
 Revenue
  Service
   revenue $   89,022 $   148,344 $   185,708 $   181,699 $   189,288
  Roaming
   revenue     48,427      55,721      56,132      42,075      50,606
  Equipment
   & other
   revenue      6,028       9,005       8,475      10,017      12,469
           ---------- ----------- ----------- ----------- -----------
 Total        143,477     213,070     250,315     233,791     252,363
           ---------- ----------- ----------- ----------- -----------
 Operating
 Expenses
 (excluding
 depreciation
 & amortization)
  Cost of
   service     33,468      49,958      59,463      54,186      61,972
  Cost of
   equipment    9,440      16,924      21,752      23,534      27,870
  Marketing &
   Selling     14,051      21,607      30,747      29,162      33,786
  General &
   adminis-
   trative     15,985      29,324      44,192      43,776      43,056
           ---------- ----------- ----------- ----------- -----------
 Total         72,944     117,813     156,154     150,658     166,684
           ---------- ----------- ----------- ----------- -----------
 EBITDA
 (1)(2)    $   70,533 $    95,257 $    94,161 $    83,133 $    85,679
           ========== =========== =========== =========== ===========

 Pops       5,623,900  10,620,900  10,620,900  10,790,300  11,436,800

 Post-paid
  Gross Adds   38,100      68,800      89,100      68,700      73,500
  Net Adds     11,300      12,000       8,200     (14,300)       (400)
  Subscribers 772,900   1,441,800   1,451,700   1,457,600   1,480,100
  Churn           1.4%        1.7%        1.9%        1.9%        1.7%
  Average
   Service
   Revenue
   per
   Subscriber
   (ARPU)  $    43.26 $     43.68 $     42.16 $     40.86 $     42.33

 Pre-paid
  Gross Adds    3,600       7,000      12,600      16,000      13,300
  Net Adds        800       1,700       4,700       7,400      (1,300)
  Subscribers  20,900      30,600      28,700      36,400      45,300

 Reseller
  Gross Adds    6,500      11,000      15,400      14,900      20,200
  Net Adds      2,400         900       1,500       1,500       8,900
  Subscribers  34,700      70,200      71,700      73,200      82,100

 Total
  Gross Adds   48,200      86,800     117,100      99,600     107,000
  Net Adds     14,500      14,600      14,400      (5,400)      7,200
  Subscribers 828,500   1,542,600   1,552,100   1,567,200   1,607,500
  ARPU     $    41.99 $     41.71 $     40.01 $     38.83 $     40.03
  Penetra-
   tion          14.7%       14.5%       14.6%       14.5%       14.1%

 (1) Includes $2.1 million, $2.2 million, $1.7 million, $1.3 million
     and $1.6 million of EBITDA for the quarters ended June 30, 2003,
     September 30, 2003, December 31, 2003, March 31, 2004 and June
     30, 2004, 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      $ 16,515  $(22,472)  $(55,053)  $(15,125)  $(14,047)
 Add back non-
  EBITDA items in-
  cluded in income
  from continuing
  operations:
 Depreciation
  & amortization   (21,323)  (32,601)   (45,560)   (45,448)   (46,635)
 Interest expense  (23,450)  (37,869)   (52,957)   (54,238)   (52,784)
 Minority Interest  (1,785)   (1,846)    (1,291)      (944)    (1,058)
 (Loss) gain from
 extinguishment of
  debt                --     (28,102)   (24,175)     5,739        --
 (Loss) gain from
  redemption of
  preferred stock     --        --      (26,777)      --        5,069
 Dividends on
  mandatorily
  redeemable
  preferred stock     --     (17,833)   (12,735)    (8,618)    (8,289)
 Other income
  (expense)          2,653    (2,313)     1,530      1,277        442
 Income tax
  expense          (10,113)    2,835     12,751      3,974      3,529
                  --------  --------   --------   --------   --------
 EBITDA           $ 70,533  $ 95,257   $ 94,161   $ 83,133   $ 85,679
                  ========  ========   ========   ========   ========

 Table 4

 Dobson Cellular Systems
 (Formerly DOC and Sygnet)

 For the Quarter Ended

            6/30/2003  9/30/2003   12/31/2003  3/31/2004   6/30/2004
           ---------- ----------- ----------- ----------- -----------
                      ($ in thousands except per subscriber data)
                                     (unaudited)
 Operating
 Revenue
  Service
   revenue $   89,022 $   109,714 $   107,335 $   104,327 $   109,460
  Roaming
   revenue     48,427      41,182      30,722      23,962      29,206
  Equipment
   & other
   revenue      6,028       7,749       6,357       7,330       8,541
           ---------- ----------- ----------- ----------- -----------
 Total        143,477     158,645     144,414     135,619     147,207
           ---------- ----------- ----------- ----------- -----------
 Operating
 Expenses
 (excluding
  deprecia-
  tion &
  amortiza-
  tion)
   Cost of
    service    33,468     38,536       36,013      32,218      38,542
   Cost of
    equipment   9,440     12,424       11,148      13,410      15,042
   Marketing
   & selling   14,051     15,053       16,283      15,947      18,538
   General &
    adminis-
    trative    15,980     20,997       23,010      23,284      22,920
           ---------- ----------- ----------- ----------- -----------
 Total         72,939     87,010       86,454      84,859      95,042
           ---------- ----------- ----------- ----------- -----------
 EBITDA
 (1)(2)    $   70,538 $   71,635  $    57,960  $   50,760 $    52,165
           ========== ==========  ===========  ========== ===========

 Pops       5,623,900  5,623,900    5,623,900   5,793,300   6,439,800

 Post-paid
  Gross Adds   38,100     47,700       45,700      37,800      40,200
  Net Adds     11,300      9,700        2,700     (10,000)     (1,100)
  Subscribers 772,900    776,400      780,800     791,000     812,800
  Churn           1.4%       1.6%         1.8%        2.0%        1.7%
  Average
   Service
   Revenue
   per Sub-
   scriber
   (ARPU)  $    43.26 $     46.02 $     45.14 $     43.32 $     44.95
 
 Pre-paid
  Gross Adds    3,600       5,700       7,000       9,000       8,300
  Net Adds        800       1,600       2,300       4,200        (500)
  Subscribers  20,900      22,500      18,200      22,700      32,400

 Reseller
  Gross Adds    6,500       8,900      10,000       9,200      10,100
  Net Adds      2,400       1,100       1,900       1,200       3,500
  Subscribers  34,700      42,000      43,900      45,100      48,600

 Total
  Gross Adds   48,200      62,300      62,700      56,000      58,600
  Net Adds     14,500      12,400       6,900      (4,600)      1,900
  Subscribers 828,500     840,900     842,900     858,800     893,800
  ARPU     $    41.99 $     43.81 $     42.50 $     40.87 $     42.17
  Penetra-
   tion          14.7%       15.0%       15.0%       14.8%       13.9%

 (1) Includes $2.1 million, $2.2 million, $1.7 million, $1.3 million
     and $1.6 million of EBITDA for the quarters ended June 30, 2003,
     September 30, 2003, December 31, 2003, March 31, 2004 and June
     30, 2004, 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      $ 21,346  $  1,094   $  3,771   $ 10,837   $ (1,302)
 Add back non-
  EBITDA items in-
  cluded in net
  income from
  continuing
  operations:
 Depreciation &
  amortization     (21,206)  (23,975)   (25,774)   (25,217)   (25,716)
 Interest expense  (16,159)  (13,842)    (7,701)    (9,216)   (28,754)
 Minority Interest  (1,785)   (1,847)    (1,291)      (944)    (1,059)
 Loss from
  extinguishment
  of debt             --     (28,102)   (24,175)      (349)       --
 Other income
  (expense)          3,043    (2,105)     3,838      2,445      1,264
 Income tax
  (expense)
  benefit          (13,085)     (670)       914     (6,642)       798
                  --------  --------   --------   --------   --------
 EBITDA           $ 70,538  $ 71,635   $ 57,960   $ 50,760   $ 52,165
                 =========  ========   ========   ========   =========

 Table 5

 American Cellular Corporation

 For the Quarter Ended

                                          Predecessor
                                  --------------------------
                                                   7/1/03 -
                                   6/30/2003      8/18/2003
                                  -----------    -----------
                        ($ in thousands except per subscriber data)
                                       (unaudited)
 Operating Revenue
  Service revenue                 $    78,120    $    42,492
  Roaming revenue                      34,718         19,989
  Equipment & other revenue             4,099          2,819
                                  -----------    -----------
   Total                              116,937         65,300
                                  -----------    -----------
 Operating Expenses
 (excluding depreciation
   & amortization)
  Cost of service                      24,854         13,802
  Cost of equipment                     9,182          5,527
  Marketing & selling                  12,442          6,348
  General & administrative             17,253          9,488
                                  -----------    -----------
   Total                               63,731         35,165
                                  -----------    -----------
 EBITDA(1)                        $    53,206    $    30,135
                                  ===========    ===========

 Pops                               4,997,000      4,997,000

 Post-paid
  Gross Adds                           37,900         22,800
  Net Adds                              3,500          2,000
  Subscribers                         661,100        663,100
  Churn                                   1.7%           2.0%
  Average Service Revenue
   per Subscriber (ARPU)          $     38.84    $     39.55

 Pre-paid
  Gross Adds                            3,200          1,800
  Net Adds                              1,000            400
  Subscribers                           7,600          8,000

 Reseller
  Gross Adds                            5,200          2,500
  Net Adds                                900           (400)
  Subscribers                          28,800         28,400

 Total
  Gross Adds                           46,300         27,100
  Net Adds                              5,400          2,000
  Subscribers                         697,500        699,500
  ARPU                            $     37.48    $     38.02
  Penetration                            14.0%          14.0%


                                           ACC
                     ------------------------------------------------
                      8/19/03 -
                      9/30/2003   12/31/2003   3/31/2004   6/30/2004
                     ----------   ----------  ----------   ----------
                         ($ in thousands except per subscriber data)
                                         (unaudited)
 Operating Revenue
  Service revenue    $   38,630   $   78,372  $   77,372   $   79,828
  Roaming revenue        14,539       25,410      18,113       21,401
  Equipment & other
   revenue                1,994        3,679       4,424        5,665
                     ----------   ----------  ----------   ----------
   Total                 55,163      107,461      99,909      106,894
                     ----------   ----------  ----------   ----------
 Operating Expenses
 (excluding deprecia-
  tion & amortization)
  Cost of service        11,612       23,849      22,148       23,611
  Cost of equipment       4,500       10,604      10,124       12,828
  Marketing & selling     6,553       14,464      13,215       15,248
  General &
   administrative         8,872       22,338      22,044       21,688
                     ----------   ----------  ----------   ----------
   Total                 31,537       71,255      67,531       73,375
                     ----------   ----------  ----------   ----------
 EBITDA(1)           $   23,626   $   36,206  $   32,378   $   33,519
                     ==========   ==========  ==========   ==========

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

 Post-paid
  Gross Adds             21,100       43,400      30,900       33,300
  Net Adds                2,300        5,500      (4,300)         700
  Subscribers           665,400      670,900     666,600      667,300
  Churn                     2.1%         1.9%        1.8%         1.6%
  Average Service
   Revenue per
   Subscriber (ARPU) $    41.09   $    38.67  $    37.96   $    39.22

 Pre-paid
  Gross Adds              1,300        5,600       7,000        5,000
  Net Adds                  100        2,400       3,200         (800)
  Subscribers             8,100       10,500      13,700       12,900

 Reseller
  Gross Adds              2,100        5,400       5,700       10,100
  Net Adds                 (200)        (400)        300        5,400
  Subscribers            28,200       27,800      28,100       33,500

 Total
  Gross Adds             24,500       54,400      43,600       48,400
  Net Adds                2,200        7,500        (800)       5,300
  Subscribers           701,700      709,200     708,400      713,700
  ARPU               $    39.38   $    37.03  $    36.39   $    37.42
  Penetration              14.0%        14.2%       14.2%        14.3%



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

                                          Predecessor
                                  --------------------------
                                                   7/1/03 -
                                   6/30/2003      8/18/2003
                                  -----------    -----------
                         ($ in thousands except per subscriber data)
                                         (unaudited)
 Net income (loss)
  from continuing operations      $     2,103    $     2,642
 Add back non-EBITDA items
  included in net income (loss):
 Depreciation & amortization          (17,573)        (9,014)
 Interest expense                     (31,211)       (15,672)
 Dividends on mandatorily
  redeemable preferred stock              --            (703)
 Other income (loss)                     (917)            58
 Income tax (expense) benefit          (1,402)        (2,162)
                                  -----------    -----------
 EBITDA                           $    53,206    $    30,135
                                  ===========    ===========

                                           ACC
                     ------------------------------------------------
                      8/19/03 -
                      9/30/2003   12/31/2003   3/31/2004   6/30/2004
                     ----------   ----------  ----------   ----------
                         ($ in thousands except per subscriber data)
                                         (unaudited)
 Net income (loss)
  from continuing
  operations         $      656   $   (5,005) $   (7,364)  $   (7,499)
 Add back non-EBITDA
  items included in
  net income (loss):
 Depreciation &
  amortization           (8,861)     (19,786)    (20,231)     (20,919)
 Interest expense       (13,849)     (23,924)    (23,675)     (23,692)
 Dividends on
  mandatorily redeemable
  preferred stock           --          --           --           --
 Other income (loss)        142         (568)       (350)      (1,003)
 Income tax (expense)
  benefit                  (402)       3,067       4,514        4,596
                     ----------   ----------  ----------   ----------
 EBITDA              $   23,626   $   36,206  $   32,378   $   33,519
                     ==========   ==========  ==========   ==========


            

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