Exhibit 99.3

Unaudited pro forma condensed consolidated financial data

The unaudited pro forma condensed consolidated financial data set forth below are based on the historical consolidated financial statements of American Cellular Corporation, or ACC, and Highland Cellular, LLC, or Highland, and adjustments described in the footnotes below. On October 5, 2006, Highland was acquired by ACC and became a wholly-owned subsidiary of ACC. The unaudited pro forma condensed consolidated balance sheet combines the historical consolidated balance sheets of ACC and Highland as of September 30, 2006, giving effect to the acquisition as if it occurred on September 30, 2006. The unaudited pro forma condensed consolidated statements of operations combine the historical consolidated statements of operations of ACC and Highland for the nine months ended September 30, 2006 and the fiscal year ended December 31, 2005, giving effect to the acquisition as if it occurred on January 1, 2005.

The pro forma condensed consolidated statements of operations reflect only pro forma adjustments expected to have a continuing impact on the combined results beyond the acquisition date and have not been adjusted to reflect any operating efficiencies that may be realized by the acquisition. Although ACC expects to incur certain expenses related to integrating the operations of Highland, the unaudited pro forma condensed consolidated statements of operations do not reflect such expenses.

The unaudited pro forma condensed consolidated financial data are for illustrative purposes only and do not represent what ACC’s results of operations, balance sheet or other financial information would have been if the acquisition had occurred as of the dates indicated or what such results will be for any future periods. The unaudited pro forma adjustments are based upon available information and certain assumptions that ACC believes are reasonable, including an allocation of the purchase price based on an estimate of fair value. These estimates are preliminary and are based on information that is currently available and could change significantly. The unaudited pro forma condensed consolidated financial data and related footnotes should be read in conjunction with the historical consolidated financial statements, including the related notes, of ACC included in its annual report on Form 10-K for the year ended December 31, 2005 and its quarterly report on Form 10-Q for the quarterly period ended September 30, 2006 and of Highlands included in Exhibits 99.1 and 99.2 to this current report on From 8-K/A.

American Cellular Corporation and Subsidiaries
Unaudited Pro Forma Consolidated Condensed Balance Sheet

As of September 30, 2006


	American
	Cellular		Highland			Pro forma
	Corporation		Cellular (1)			Adjustments					Total
			($ in thousands)
ASSETS

Current assets, net of restricted investments	$	175,897	$	4,310		$	(98,539	)	(2	)	$	81,668
Property, plant and equipment		160,211		23,942			—					184,153
Goodwill		583,826		—			28,939		(3	)		612,765
Wireless license acquisition costs		706,986		3,851			22,950		(3	)		733,787
Deferred financing costs		13,651		—			—					13,651
Customer lists		22,750		—			15,047		(3	)		37,797
Other assets		20,778		2,130			(2,130	)	(3	)		20,778


Total Assets	$	1,684,099	$	34,233		$	(33,733	)			$	1,684,599


LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities	$	60,946	$	3,653		$	(3,153	)	(3	)	$	61,446
Long-term debt, net of current portion		1,014,558		24,475			(24,475	)	(3	)		1,014,558
Deferred tax liabilities		154,969		—			—					154,969
Other non- current liabilities		29,281		12,096			(12,096	)	(3	)		29,281
Stockholders’ equity (deficit)		424,345		(5,991	)		5,991		(3	)		424,345


Total liabilities and stockholders’ equity (deficit)	$	1,684,099	$	34,233		$	(33,733	)			$	1,684,599

See accompanying notes to unaudited pro forma consolidated condensed balance sheet.


(1)		Represents amounts from Highland Cellular’s balance sheet as of September 30, 2006.

(2)		Represents the $95 million of cash used to purchase Highland Cellular and $3.5 million of certain acquisition costs reimbursed to our parent.

(3)		Represents the preliminary purchase price allocation which allocates the purchase price between current assets, property plant and equipment, goodwill, wireless license acquisition costs, customer lists, a purchase accrual and the repayment of Highland’s long-term debt and substantially all of their other liabilities.

American Cellular Corporation
Unaudited Proforma Consolidated Statement of Operations


	Nine months ended September 30, 2006
	American
	Cellular			Highland			Pro forma
	Corporation			Cellular (1)			Adjustments			Total
	($ in thousands)
Operating Revenue:
Service revenue	$	268,607		$	19,234		$	—		$	287,841
Roaming revenue		91,974			6,125			—			98,099
Equipment and other revenue		17,511			6,028			—			23,539

Total operating revenue		378,092			31,387			—			409,479


Operating Expenses:
Cost of service (exclusive of depreciation and amortization shown separately below)		96,252			7,572			—			103,824
Cost of equipment		38,622			2,981			—			41,603
Marketing and selling		49,260			2,612			—			51,872
General and administrative		63,836			6,054			—			69,890
Depreciation and amortization		60,745			2,795			2,821	(2)		66,361
Gain on disposition of operating assets		(2,201	)		—			—			(2,201	)

Total operating expenses		306,514			22,014			2,821			331,349


Operating Income		71,578			9,373			(2,821	)		78,130


Interest expense		(72,104	)		(2,496	)		(2,919	)(3)		(77,519	)
Other expense		(1,333	)		—			—			(1,333	)


(Loss) income before income taxes		(1,859	)		6,877			(5,740	)		(722	)

Income tax benefit (expense)		1,273			—			(432	)(4)		841


Net (loss) income	$	(586	)	$	6,877		$	(6,172	)	$	119


(1)		Represents amounts from Highland Cellular’s income statement for the nine months ended September 30, 2006.

(2)		Represents nine months of amortization on the acquired customer lists.

(3)		Represents nine months of interest incurred on the $95 million borrowed to purchased Highland Cellular, less amounts previously incurred by Highland.

(4)		Represents the tax expense on the income from Highland and the pro forma adjustments.

American Cellular Corporation
Unaudited Proforma Consolidated Statement of Operations


	Year ended December 31, 2005
	American
	Cellular			Highland			Pro forma
	Corporation			Cellular (1)			Adjustments			Total
	($ in thousands)
Operating Revenue:
Service revenue	$	360,059		$	25,676		$	—		$	385,735
Roaming revenue		108,208			6,718			—			114,926
Equipment and other revenue		21,295			2,131			—			23,426

Total operating revenue		489,562			34,525			—			524,087


Operating Expenses:
Cost of service (exclusive of depreciation and amortization shown separately below)		117,747			9,800			—			127,547
Cost of equipment		51,107			3,845			—			54,952
Marketing and selling		59,270			3,473			—			62,743
General and administrative		89,792			7,364			—			97,156
Depreciation and amortization		85,283			3,533			3,762	(2)		92,578
(Gain) loss on disposition of operating assets		(2,269	)		46			—			(2,223	)

Total operating expenses		400,930			28,061			3,762			432,753


Operating Income		88,632			6,464			(3,762	)		91,334


Interest expense		(95,126	)		(3,187	)		(4,033	) (3)		(102,346	)
Other (expense) income		(1,725	)		387			—			(1,338	)


(Loss) income before income taxes		(8,219	)		3,664			(7,795	)		(12,350	)

Income tax benefit		3,553			—			1,570	(4)		5,123


Net (loss) income	$	(4,666	)	$	3,664		$	(6,225	)	$	(7,227	)


(1)		Represents amounts from Highland Cellular’s income statement for the year ended December 31, 2005.

(2)		Represents amortization on the acquired customer lists.

(3)		Represents interest incurred on the $95 million borrowed to purchased Highland Cellular, less amounts previously incurred by Highland.

(4)		Represents the tax expense on the income from Highland and the pro forma adjustments.

AMERICAN CELLULAR CORP /DE/ 8-K/A