Dobson Communications Reports Second Quarter 2005 Results

Dobson and Cingular Approve New Roaming Agreement




    Earnings Conference Call To Be Held Monday, August 15, 2005

OKLAHOMA CITY, Aug. 15, 2005 (PRIMEZONE) -- Dobson Communications Corporation (Nasdaq:DCEL) today reported a net loss applicable to common shareholders of $12.2 million, or $0.09 per share, for the second quarter ended June 30, 2005. (See Table 1.) For the second quarter of 2004, Dobson reported a net loss applicable to common shareholders of $15.9 million, or $0.12 per share. Last year's second quarter net loss included a $5.1 million gain on redemption and repurchases of preferred stock.

Dobson reported EBITDA of $109.3 million for the second quarter of 2005, an increase of 27.5 percent over EBITDA of $85.7 million for the second quarter of 2004. Please see Table 3 for the reconciliation of EBITDA to GAAP measures.

Total revenue was $297.7 million for the second quarter of 2005, of which $61.1 million, or 20.5 percent, was roaming revenue. For the second quarter of 2004, Dobson reported total revenue of $252.4 million, of which $50.6 million, or 20.1 percent, was roaming revenue.

Second quarter 2005 roaming revenue reflects the application in early April 2005 of adjusted rates provided for in Dobson's new roaming agreement with Cingular, which was approved by the boards of directors of the two companies on Friday, August 12, 2005.

Dobson's second quarter 2005 results reflect operations acquired during 2004, including Michigan 5 Rural Service Area (RSA) and the Michigan markets acquired from NPI-Omnipoint Wireless, LLC and RFB Cellular, Inc.

Roaming

Dobson Communications reported approximately 517 million roaming minutes of use (MOUs) for the second quarter of 2005, an increase of 35 percent over 384 million roaming MOUs reported in the second quarter last year, on a same-store basis, including acquisitions. For the first quarter of 2005, Dobson reported 395 million MOUs. Roaming revenue of $61.1 million for the second quarter of 2005 produced a roaming yield of $0.118 per MOU.

GSM roaming accounted for approximately 407 million roaming MOUs, or 79 percent of Dobson's total roaming MOUs for the second quarter of 2005. GSM represented 70 percent of roaming MOUs for the first quarter of 2005.

The new roaming agreement's key provisions include the following:



  --  Dobson and Cingular agreed to mutually lower roaming rates, 
      with Dobson paying Cingular a flat incollect rate through 
      mid-2009 that is approximately half the blended rate in 
      previous roaming agreements.

  --  Dobson and Cingular will continue to mutually prefer one
      another for roaming through the term of the new roaming agreement, 
      which has been extended approximately one year through mid-2009.

  --  Dobson will receive from Cingular approximately $7.8 million 
      as a settlement for prior claims under various agreements 
      between Dobson and the former AT&T Wireless, and will also receive 
      certain formula-based residual payments in connection 
      with such settlements through mid-2008 at the latest. 

  --  The new roaming agreement provides for "home-on-home" roaming in 
      areas where both carriers operate.

  --  Dobson has the right to acquire for $6.0 million 10 MHz of 
      spectrum covering 1.1 million POPs, consisting of Youngstown,
      Ohio and Ohio 11 Rural Service Area (RSA); and Erie and Sharon,
      Pennsylvania, as well as Pennsylvania 1 RSA. Dobson has also 
      received an option to lease additional spectrum covering 
      1.5 million POPs from Cingular.

Operating Trends

Dobson increased its average service revenue per unit (ARPU) to $45.28 in the second quarter of 2005, reflecting the continued shift of its subscriber base to GSM calling plans. This represented an increase of $5.25, or 13 percent, over ARPU of $40.03 for the second quarter of 2004 and an increase of $2.34, or 5 percent, over first quarter 2005 ARPU of $42.94 per month. Dobson includes revenue from postpaid, prepaid and reseller customers in its ARPU calculation.

Average customer usage per month was 593 MOUs for the second quarter of 2005, compared with 478 MOUs for the second quarter of 2004 and 529 MOUs for the first quarter of 2005.

Dobson reported approximately 131,500 total gross subscriber additions for the second quarter of 2005, compared with approximately 107,000 gross subscriber additions in the second quarter of 2004 and approximately 122,000 gross subscriber additions in the first quarter of 2005.

Postpaid customer churn was 2.25 percent for the second quarter of 2005, compared with 1.68 percent for the second quarter of 2004 and 2.43 percent for the first quarter of 2005.

The Company's subscriber base declined by 1,100 customers in the second quarter of 2005, compared with net subscriber additions of approximately 7,200 in the second quarter of 2004 and a net reduction of 18,800 in the first quarter of 2005. As of June 30, 2005, the Company's total subscriber base was approximately 1,589,400.

At the end of the second quarter of 2005, approximately 741,200 of Dobson's customers, or 47 percent of its subscriber base, were on GSM calling plans. During the second quarter of 2005, approximately 109,800 of the Company's TDMA subscribers migrated to GSM calling plans, compared with 91,600 in the first quarter of 2005 and 75,100 migrations in the fourth quarter of 2004.

Capital expenditures were approximately $43.7 million in the second quarter of 2005, bringing its year-to-date capital expenditures to $76.3 million. The Company ended the quarter with $247.9 million in cash and cash equivalents, compared with $190.2 million in cash and cash equivalents at March 31, 2005. Totals of $2.5 billion in long-term debt and $359.7 million in preferred stock obligations were not materially different from totals at the end of the first quarter of 2005. (See Table 2.)

During the second quarter of 2005, the Company built 50 GSM cell sites. From January 1, 2004 to the end of the second quarter of 2005, the Company has added 320 GSM-only cell sites to enhance the performance of its network.

Finally, on June 30, 2005 Dobson Cellular Systems and American Cellular Corporation announced the completion of the sale of 507 cellular towers to Global Tower Partners for $77.0 million. On July 22, 2005 Dobson Communications announced the launch of an offer to exchange cash and shares of its Class A common stock for up to 70 percent of its outstanding 12.25% Senior Exchangeable Preferred Stock and up to 70 percent of its 13% Senior Exchangeable Preferred Stock, subject to prorating.

For additional information on either of these events, please see the Company's filings with the Securities and Exchange Commission.

Outlook for 2005

Dobson will continue to focus on transitioning its subscriber base to GSM calling plans the remainder of 2005. The Company expects that its subscriber base will be approximately two-thirds GSM by year-end and that ARPU will increase over the level achieved in the second quarter of 2005.

Customer churn in the second half of 2005 is likely to remain in a range similar to that of the first half of the year as the Company transitions the TDMA portion of its subscriber base to the new technology. Consequently, Dobson expects its subscriber base in the second half of 2005 will likely remain flat or decline slightly. If the base declines, Dobson does not expect the reduction to exceed that of the first half of 2005.

Dobson expects continued strong growth in roaming traffic in the second half of 2005, compared with the second half of 2004 and the first half of 2005.

The Company plans to add up to 100 additional GSM cell sites in the second half of 2005 and to make other investments in network service quality and capacity. This is expected to result in total capital expenditures of up to $150 million for the year.

Dobson expects to generate full-year EBITDA in a range of $400 million to $415 million for 2005.

Second Quarter 2005 Conference Call: Monday, August 15, 2005

On Monday, August 15, 2005, Dobson plans to conduct its second quarter earnings conference call beginning at 8:00 a.m. CT (9:00 a.m. ET). Along with second quarter results and its new roaming agreement, Dobson intends to comment on its guidance for 2005.

Investors may listen by phone or via web-cast on Dobson's web site at www.dobson.net. Those interested may access the call by dialing:



 Conference call  (800) 811-0667
 Pass code              3659481
 A call replay will be available later for two weeks via Dobson's 
 website or by phone.
 Replay number             (888) 203-1112 
 Pass code            3659481

For further analysis of second quarter results, please see the Company's quarterly report on Form 10-Q.

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 or other factors that inhibit the growth of its subscriber base; shortages of key network equipment and/or handsets; restrictions on the Company's ability to finance its growth; accelerated migrations to GSM by the Company's customers, which would increase equipment costs; changes in the Company's roaming agreements that could affect revenue and/or earnings expectations; technology changes; 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,
                    -------------------------------------------------
                          2005        2004        2005        2004
                      ----------    -------     --------   ----------
                           ($ in thousands except per share data)
                                         (unaudited)
 Operating Revenue
  Service revenue   $   215,984  $  189,288    $ 422,066  $   370,988
  Roaming revenue        61,149      50,606      114,579       92,682
  Equipment
   & other
   revenue               20,533      12,469       32,779       22,485
                       --------     -------      -------      -------
    Total               297,666     252,363      569,424      486,155
                       --------     -------      -------      -------
 Operating Expenses (excluding
   depreciation & amortization)
  Cost of service
   (exclusive of depreciation
    & amortization shown
    separately
    below)               68,965      61,972      141,264      116,158
  Cost of equipment      34,255      27,870       64,621       51,405
  Marketing
   & selling             35,855      33,786       69,949       62,948
  General &
   administrative        49,308      43,056       94,119       86,832
                       --------     -------      -------      -------
    Total               188,383     166,684      369,953      317,343
                       --------     -------      -------      -------

  EBITDA (1)            109,283      85,679      199,471      168,812
   Gain on disposition
    of operating
    assets                  939         --           939         --
   Depreciation
    & amortization      (50,340)    (46,635)    (101,910)     (92,083)
                       --------     -------      -------      -------
 Operating income        59,882      39,044       98,500       76,729
  Interest
   expense              (61,258)    (52,783)    (122,000)    (107,021)
  Dividends on
   mandatorily
   redeemable
   preferred stock       (7,996)     (8,289)     (15,927)     (16,907)
  Other income
   (expense), net           744         441          (22)       1,718
  Gain from
   extinguishment
   of debt                   --          --           --        5,739
  Gain on
   redemption and
   repurchases
   of mandatorily 
   redeemable 
   preferred stock           --       5,069           --        5,069
  Minority
   interests in
   income of
   subsidiaries          (2,646)     (1,058)      (4,476)      (2,002)
                       --------     -------      -------      -------
 Loss before
  income taxes          (11,274)    (17,576)     (43,925)     (36,675)
  Income tax
   benefit                1,245       3,529       10,639        7,503
                       --------     -------      -------      -------
 Loss from
  continuing
  operations            (10,029)    (14,047)     (33,286)     (29,172)
 Discontinued operations:
  Income from
   discontinued
   operations,
   net of
   taxes (2)                 --          --           --          443
                       --------     -------      -------      -------
  Net loss              (10,029)    (14,047)     (33,286)     (28,729)
   Dividends on
    preferred
    stock                (2,144)     (1,859)      (4,289)      (3,717)
                       --------     -------      -------      -------
  Net loss
   applicable
   to common
   stockholders       $ (12,173)  $ (15,906)   $ (37,575)   $ (32,446)
                      =========   =========    =========    =========

  Basic and diluted net
   loss applicable to
   common
   stockholders
   per common share   $   (0.09)  $   (0.12)   $   (0.28)   $   (0.24)
                      =========   =========    =========    =========

 Basic and diluted
  weighted average
  common shares
  outstanding       134,011,175 133,722,746  133,948,417  133,749,934
                    =========== ===========  ===========  ===========

 (1) EBITDA is defined as loss from continuing operations before gain
     on disposition of operating assets, depreciation and amortization,
     interest expense, dividends on mandatorily redeemable preferred
     stock, other income (expense), net, gain from extinguishment of
     debt, gain on redemption and repurchases of mandatorily redeemable 
     preferred stock, minority interests in income of subsidiaries and 
     income tax benefit. 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 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         Six Months Ended
                             June 30,                  June 30,
                        -------------------    ----------------------
                         2005       2004        2005          2004
                        ------     ------      ------        ------

 Service
  revenue                 $ --        $ --         $ --       $ 2,383
 Roaming
  revenue                   --          --           --         1,067
 Equipment
  & other
  revenue                   --          --           --           106
                       --------   ---------   ----------   ----------
   Total
    operating
    revenue                 --          --           --         3,556
                       --------   ---------   ----------   ----------
 Cost of service
  (exclusive of
  depreciation
  & amortization
  shown separately
  below)                    --          --           --           824
 Cost of equipment          --          --           --           235
 Marketing &
  selling                   --          --           --           605
 General &
  administrative            --          --           --           529
                       --------   ---------   ----------   ----------
   Total operating
    expenses (excluding
    depreciation and
    amortization)           --          --           --         2,193
                       --------   ---------   ----------   ----------
 EBITDA                     --          --           --         1,363
                       --------   ---------   ----------   ----------
 Depreciation &
  amortization              --          --           --          (647)
 Interest expense
  & other                   --          --           --            (2)
 Income tax
  expense                   --          --           --          (271)
                       --------   ---------   ----------   ----------
 Income from
  discontinued
  operations              $ --        $ --         $ --       $   443
                       ========   =========   ==========   ==========


  Table 2

  Dobson Communications Corporation
  Selected Balance Sheet and Statistical Data

 Balance Sheet Data:                 June 30, 2005      Dec. 31, 2004
                                     -------------      -------------
                                    ($ in millions)    ($ in millions)
                                      (unaudited)

 Cash and cash
  equivalents
  (unrestricted) (1)                    $    247.9         $    139.9
                                        ==========         ==========
 Marketable securities                  $     --           $     39.0
                                        ==========         ==========

 Total Debt:
   DCS 8.375% Senior Notes              $    250.0        $    250.0
   DCS 9.875% Senior Notes                   325.0             325.0
   DCS Floating Rate Senior Notes            250.0             250.0
   DCC 10.875% Senior Notes, net             297.8             297.7
   DCC 8.875% Senior Notes                   419.7             419.7
   ACC 9.5% Senior Notes, net                 14.3              13.7
   ACC 10.0% Senior Notes                    900.0             900.0
                                        ----------        -----------
          Total debt                    $  2,456.8        $  2,456.1
                                        ==========         ==========

  Preferred Stock:
    Senior Exchangeable
     Preferred Stock, 12.25%,
      net (2)                                 45.5              44.6
    Senior Exchangeable Preferred
     Stock, 13.00%, net (3)                  191.7             191.5
    Series F Preferred Stock                 122.5             122.5
                                        ----------        -----------
   Total preferred stock                $    359.7        $    358.6
                                        ==========         ==========

                                         Six Months Ended June 30,
                                         -------------------------
                                             2005             2004
                                     -------------      -------------
                                     ($ in millions)   ($ in millions)
 Capital Expenditures:                  $     76.3        $     88.9
                                        ==========        ===========


 (1) Includes $86.0 million and $41.5 million of cash and cash
     equivalents from American Cellular at June 30, 2005 and
     December 31, 2004, respectively.

 (2) Net of deferred financing costs of $(0.1) million and $(0.9)
     million at June 20, 2005 and December 31, 2004, respectively and
     a discount of $(0.6) million and $(0.7) million at June 30, 2005
     and December 31, 2004, respectively.

 (3) Net of deferred financing costs of $(1.2) million and $(1.4)
     million at June 30, 2005 and December 31, 2004, respectively.


Table 3

Dobson Communications Corporation

For the Quarter Ended 

                6/30/2005   3/31/2005 12/31/2004  9/30/2004  6/30/2004
                       ($ in thousands except per subscriber data)
                                     (unaudited)
 Operating 
 Revenue
  Service 
   revenue       $215,984    $206,082   $201,882   $198,740   $189,288
  Roaming 
   revenue         61,149      53,430     53,252     62,221     50,606
  Equipment &
   other 
   revenue         20,533      12,246      9,794     11,438     12,469
                 --------    --------   --------   --------   --------
 Total           $297,666    $271,758   $264,928   $272,399   $252,363
                 --------    --------   --------   --------   --------

 Operating
 Expenses
 (excluding
 depreciation &
 amortization)
  Cost of 
   service         68,965      72,299     69,851     69,299     61,972
  Cost of
   equipment       34,255      30,366     27,321     30,242     27,870
  Marketing &
   Selling         35,855      34,094     32,927     32,816     33,786
  General &
   admini-
   strative        49,308      44,811     47,800     44,893     43,056
                 --------    --------   --------   --------   --------
 Total            188,383     181,570    177,899    177,250    166,684
                 --------    --------   --------   --------   --------

 EBITDA (1) (2) $ 109,283    $ 90,188   $ 87,029   $ 95,149   $ 85,679
                =========    ========   ========   ========   ========

 Pops          11,757,400  11,757,400 11,757,400 11,436,800 11,436,800

 Post-paid     
  Gross Adds       87,600      77,400     69,500     83,200     73,500
  Net Adds         (9,000)    (28,500)   (33,100)    (7,500)      (400)
  Subscribers   1,426,600   1,435,600  1,464,100  1,472,600  1,480,100
  Churn               2.3%        2.4%       2.3%       2.0%       1.7%
  Average
  Service
  Revenue 
  per
  Subscriber
  (ARPU)          $ 49.20     $ 46.36    $ 45.26    $ 43.92    $ 42.33

 Pre-paid
  Gross Adds       20,700      19,200     16,300     14,500     13,300
  Net Adds          5,300       3,900       (400)      (200)    (1,300)
  Subscribers      55,500      50,200     46,300     45,100     45,300

 Reseller
  Gross Adds       23,200      25,400     26,500     23,900     20,200
  Net Adds          2,600       5,800      7,900      8,900      8,900
  Subscribers     107,300     104,700     98,900     91,000     82,100

 Total
  Gross Adds      131,500     122,000    112,300    121,600    107,000
  Net Adds         (1,100)    (18,800)   (25,600)     1,200      7,200
  Subscribers   1,589,400   1,590,500  1,609,300  1,608,700  1,607,500
  ARPU           $  45.28     $ 42.94    $ 42.17    $ 41.20    $ 40.03
  Penetration        13.5%       13.5%      13.7%      14.1%      14.1%

 (1) Includes $3.1 million, $2.3 million, $1.8 million,
     $1.9 million and $1.6 million of EBITDA for the quarters
     ended June 30, 2005, March 31, 2005, December 31, 2004,
     September 30, 2004 and June 30, 2004 respectively, related
     to minority interests.
 (2) A reconciliation of EBITDA to loss from continuing operations 
     as determined in accordance with generally accepted  accounting
     principles is as follows:

 Loss from
  continuing
  operations     $(10,029)   $(23,257)  $(11,883)  $(11,008)  $(14,047)
 Add back non-EBITDA
  items included
  in loss from
  continuing operations:
 Gain on
  disposition
  of operating
  assets              939         --         --         --         --
 Depreciation &
  amortization    (50,340)    (51,570)   (51,279)   (49,456)   (46,635)
 Interest
  expense         (61,258)    (60,742)   (58,182)   (54,456)   (52,783)
 Dividends on
  mandatorily
  redeemable
  preferred
  stock            (7,996)     (7,931)    (6,877)    (8,290)    (8,289)
 Other income
  (expense), net      744        (766)       891        511        441
 Gain from
  extinguishment
  of debt              --          --     34,662         --        --
 Gain from
  redemption of
  preferred stock      --          --         --      1,410      5,069
 Minority
  interests in
  income of
  subsidiaries     (2,646)     (1,830)    (1,352)    (1,512)    (1,058)
 Income tax
  benefit
  (expense)         1,245       9,394    (16,775)     5,636      3,529
                 --------    --------   --------   --------   --------
 EBITDA         $ 109,283    $ 90,188   $ 87,029   $ 95,149   $ 85,679
                =========    ========   ========   ========   ========

  Table 4

  Dobson Cellular Systems

  For the Quarter Ended

                6/30/2005   3/31/2005 12/31/2004  9/30/2004 6/30/2004
                    ($ in thousands except per subscriber data)
                                      (unaudited)
 Operating Revenue
  Service
   revenue      $ 125,134   $ 119,524  $ 115,768  $ 114,732 $ 109,460
  Roaming
   revenue         34,985      30,911     31,421     35,695    29,205
  Equipment &
   other
   revenue         17,606      10,250      7,411      9,203     8,542
                ---------   ---------  ---------  --------- ---------
 Total            177,725     160,685    154,600    159,630   147,207
                ---------   ---------  ---------  --------- ---------

 Operating Expenses
  (excluding 
   depreciation
   & amortization)
  Cost of
   service         43,374      43,978     43,193     42,847    38,542
  Cost of
   equipment       21,486      18,708     16,754     18,660    15,042
  Marketing &
   selling         20,961      19,721     18,967     18,472    18,538
  General &
   administrative  27,838      25,279     25,980     24,513    22,920
                ---------   ---------  ---------  --------- ---------
 Total            113,659     107,686    104,894    104,492    95,042
                ---------   ---------  ---------  --------- ---------

 EBITDA (1) (2) $  64,066   $  52,999  $  49,706  $  55,138 $  52,165
                =========   =========  =========  ========= =========

 Pops           6,687,500   6,687,500  6,687,500  6,439,800 6,439,800

 Post-paid
  Gross Adds       52,500      45,700     39,900     46,300    40,200
  Net Adds           (900)    (12,900)   (17,200)    (7,200)   (1,100)
  Subscribers     799,200     800,100    813,000    805,600   812,800
  Churn               2.2%        2.4%       2.4%       2.2%      1.7%
  Average
   Service
   Revenue per
   Subscriber
   (ARPU)       $   50.93  $   48.23  $   47.26  $   46.11   $  44.95


 Pre-paid
  Gross Adds       14,200      13,300     11,100     10,100     8,300
  Net Adds          3,300       2,000     (1,200)       100      (500)
  Subscribers      38,200      34,900     32,900     32,500    32,400

 Reseller
  Gross Adds       11,100      11,500     11,700     11,000    10,100
  Net Adds          1,100       2,000      1,800      3,000     3,500
  Subscribers      56,500      55,400     53,400     51,600    48,600

 Total
  Gross Adds       77,800      70,500     62,700     67,400    58,600
  Net Adds          3,500      (8,900)   (16,600)    (4,100)    1,900
  Subscribers     893,900     890,400    899,300    889,700   893,800
  ARPU          $   46.75   $   44.52  $   43.78  $   42.89  $  42.17
  Penetration        13.4%       13.3%      13.4%      13.8%     13.9%

 (1) Includes $3.1 million, $2.3 million, $1.8 million, $1.9 million
     and $1.6 million of EBITDA for the quarters ended June 30, 2005,
     March 31, 2005, December 31, 2004, September 30, 2004 and June
     30, 2004 respectively, related to minority interests.

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

 Loss from continuing
  operations    $  (2,478) $  (8,956)  $ (91,976) $  (2,562) $ (1,301)
 Add back non-EBITDA
  items included
  in loss from
  continuing operations:
 Depreciation &
  amortization    (29,179)    (30,315)   (30,000)   (28,575)  (25,716)
 Interest 
  expense         (37,433)    (37,025)   (35,222)   (30,161)  (28,754)
 Other income,
  net               1,195       1,726      1,143        977     1,264
 Loss from
  extinguishment
  of debt            --          --      (14,200)       --       --
 Minority interests
  in income of
  subsidiaries     (2,646)     (1,830)    (1,352)    (1,512)   (1,058)
 Income tax
  benefit
  (expense)         1,519       5,489    (62,051)     1,571       798
                ---------   ---------  ---------  ---------  --------
 EBITDA         $  64,066   $  52,999  $  49,706  $  55,138  $ 52,165
                =========  ==========  =========  =========  ========

   Table 5
   American Cellular Corporation



   For the Quarter Ended    

                       6/30     3/31      12/31       9/30      6/30
                      /2005     /2005      /2004     /2004     /2004
                        ($ in thousands except per subscriber data)
                                       (unaudited)
 Operating Revenue
  Service revenue   $ 90,850  $ 86,558  $  86,113  $ 84,008   $ 79,828     
  Roaming revenue     26,164    22,519     21,831    26,526     21,401
  Equipment &                                                
   other revenue       5,939     5,008      4,121     3,973      5,665
                    --------  --------  ---------  --------   --------     
        Total        122,953   114,085    112,065   114,507    106,894
                    --------  --------  ---------  --------   --------    
                                                             
 Operating Expenses                                                     
  (excluding depreciation                                               
   & amortization)                                            
  Cost of     
   service            26,890    29,619     26,838    26,633     23,611
  Cost of                                                     
   equipment          12,769    11,658     10,567    11,582     12,828
  Marketing &                                                 
   selling            14,894    14,373     13,960    14,343     15,248
  General &                                                   
   administrative     23,178    21,241     23,373    21,933     21,688
                    --------  --------  ---------  --------   --------      
        Total         77,731    76,891     74,738    74,491     73,375
                    --------  --------  ---------  --------   --------    
                                                              
 EBITDA (1)         $ 45,222  $ 37,194  $  37,327  $ 40,016   $ 33,519
                    ========  ========   ========  ========   ======== 
                                                              
 Pops              5,069,900 5,069,900  5,069,900 4,997,000  4,997,000

 Post-paid
  Gross Adds          35,100    31,700     29,600    36,900     33,300
  Net Adds            (8,100)  (15,600)   (15,900)     (300)       700
  Subscribers        627,400   635,500    651,100   667,000    667,300
  Churn                  2.3%      2.5%       2.3%      1.9%       1.6%
  Average Service   
   Revenue per Subscriber      
   (ARPU)           $  47.00  $  44.02  $   42.85  $  41.27   $  39.22
                   
 Pre-paid         
  Gross Adds           6,500     5,900      5,200     4,400      5,000
  Net Adds             2,000     1,900        800      (300)      (800)
  Subscribers         17,300    15,300     13,400    12,600     12,900
                   
 Reseller          
  Gross Adds          12,100    13,900     14,800    12,900     10,100
  Net Adds             1,500     3,800      6,100     5,900      5,400
  Subscribers         50,800    49,300     45,500    39,400     33,500
                   
 Total             
  Gross Adds          53,700    51,500     49,600    54,200     48,400
  Net Adds            (4,600)   (9,900)    (9,000)    5,300      5,300
  Subscribers        695,500   700,100    710,000   719,000    713,700
  ARPU              $  43.40  $  40.92   $  40.17  $  39.09   $  37.42
  Penetration          13.7%      13.8%      14.0%     14.4%      14.3%
                   
 (1)  A reconciliation of EBITDA to net income (loss) as determined 
      in accordance with generally accepted  accounting principles
      is as follows:
                   
 Net income (loss)    $  481  $ (5,268) $  (7,457) $ (3,380)  $ (7,499)
 Add back non-EBITDA      
  items included in net
  income (loss):          
 Gain on disposition      
  of operating     
  assets                 939        --         --        --       --
 Depreciation &    
  amortization       (21,161)  (21,255)   (21,279)  (20,881)   (20,919)
 Interest 
  expense            (23,778)  (23,784)   (23,457)  (23,971)   (23,692)
 Other expense,    
  net                   (446)     (652)      (471)     (616)    (1,003)
 Income tax        
  (expense)        
  benefit               (295)    3,229        423     2,072      4,596
                    --------  --------  ---------  --------   -------- 
 EBITDA             $ 45,222  $ 37,194   $ 37,327  $ 40,016   $ 33,519
                    ========  ========   ========  ========   ========


            

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