UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

            (X) ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2004

                                       or

          ( ) TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                     For the transition period from     to

                           Commission File No. 0-15279

                           GENERAL COMMUNICATION, INC.
                          -----------------------------
             (Exact name of registrant as specified in its charter)

                        ALASKA                         92-0072737
           ---------------------------------       -------------------
           (State or other jurisdiction of          (I.R.S. Employer
            incorporation or organization)         Identification No.)

         2550 Denali Street Suite 1000  Anchorage, Alaska          99503
         ------------------------------------------------          -----
             (Address of principal executive offices)           (Zip Code)

       Registrant's telephone number, including area code: (907) 868-5600

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

           Securities registered pursuant to Section 12(g) of the Act:

            Class A common stock                  Class B common stock
    ------------------------------------   ----------------------------------
              (Title of class)                      (Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
                                    Yes X No  .

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

Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act).  Yes X  No

The aggregate market value of the voting stock held by non-affiliates of the
registrant, computed by reference to the average bid and asked prices of such
stock as of the close of trading on as of the last business day of the
registrant's most recently completed second fiscal quarter of June 30, 2004 was
approximately $324,817,000.

        The number of shares outstanding of the registrant's common stock
                         as of February 28, 2005, was:

                 Class A common stock - 51,559,580 shares; and,
                    Class B common stock - 3,861,722 shares.

                       DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's definitive proxy statement relating to its 2005
Annual Meeting of Shareholders are incorporated by reference in Part III of this
Annual Report on Form 10-K where indicated. Alternatively, the Registrant may
file an amendment to this Form 10-K to provide such information within 120 days
following the end of Registrant's fiscal year ended December 31, 2004.

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<TABLE>
                                                GENERAL COMMUNICATION, INC.
                                              2004 ANNUAL REPORT ON FORM 10-K
                                                     TABLE OF CONTENTS


<CAPTION>
<S>                                                                                                                       <C>
Glossary....................................................................................................................3


Cautionary Statement Regarding Forward-Looking Statements..................................................................10

Part I.....................................................................................................................12

   Item 1.  Business.......................................................................................................12

   Item 2.  Properties.....................................................................................................62

   Item 3.  Legal Proceedings..............................................................................................64

   Item 4. Submissions of Matters to a Vote of Security Holders............................................................65

Part II....................................................................................................................66

   Item 5.  Market for the Registrant's Common Equity and Related Stockholder Matters......................................66

   Item 6.  Selected Financial Data........................................................................................68

   Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations..........................69

   Item 7A.  Quantitative and Qualitative Disclosures About Market Risk...................................................105

   Item 8.  Consolidated Financial Statements and Supplementary Data......................................................105

   Item 9.  Changes In and Disagreements With Accountants on Accounting and Financial Disclosure..........................105

   Item 9A.  Controls and Procedures......................................................................................106

   Item 9B.  Other Information............................................................................................106

Part III..................................................................................................................107

    Items 10, 11, 12, 13 and 14. Portions of the Registrant's definitive proxy statement relating to its 2005 Annual
    Meeting of Shareholders are incorporated by reference in Part III of this Annual Report on Form 10-K where
    indicated. Alternatively, the Registrant may file an amendment to this Form 10-K to provide such information within
    120 days following the end of Registrant's fiscal year ended December 31, 2004.

Part IV...................................................................................................................108

   Item 15.  Exhibits, Consolidated Financial Statement Schedules.........................................................108

   Item 15(b).  Exhibits..................................................................................................159

SIGNATURES................................................................................................................166
</TABLE>
This Annual Report on Form 10-K is for the year ending December 31, 2004. This
Annual Report modifies and supersedes documents filed prior to this Annual
Report. The Securities and Exchange Commission ("SEC") allows us to "incorporate
by reference" information that we file with them, which means that we can
disclose important information to you by referring you directly to those
documents. Information incorporated by reference is considered to be part of
this Annual Report. In addition, information that we file with the SEC in the
future will automatically update and supersede information contained in this
Annual Report.

                                       2
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                                    Glossary


Access Charges -- Fees for accessing the local networks of the LECs in order to
originate and terminate long-distance calls and provide the customer connection
for Private Line services.

ACS -- Alaska Communications Systems Group, Inc., previously ALEC Holdings, Inc.
-- ACS, one of our competitors, includes acquired properties from Century
Telephone Enterprises, Inc. and the Anchorage Telephone Utility ("ATU"). ATU
provided local telephone and long distance services primarily in Anchorage and
cellular telephone services in Anchorage and other Alaska markets.

Alaska United or AULP -- Alaska United Fiber System Partnership -- An Alaska
partnership, indirectly wholly owned by the Company. Alaska United was organized
to construct and operate fiber optic cable systems connecting various locations
in Alaska and the Lower 49 States and foreign countries through Seattle,
Washington.

AT&T -- AT&T Corp. -- A long distance carrier, parent company to AT&T Alascom.

AT&T Alascom -- Alascom, Inc. -- A wholly owned subsidiary of AT&T and one of
our competitors.

AULP East -- An undersea fiber optic cable system connecting Whittier, Valdez
and Juneau, Alaska and Seattle, Washington, which was placed into service in
February 1999.

AULP West -- A new undersea fiber optic cable system connecting Seward, Alaska
to Warrenton, Oregon which was placed into service in June 2004.

Basic Service -- The basic service tier includes, at a minimum, signals of local
television broadcast stations, any public, educational, and governmental
programming required by the franchise to be carried on the basic tier, and any
additional video programming service added to the basic tier by the cable
operator.

BOC -- Bell System Operating Company -- A LEC owned by any of the remaining
Regional Bell Operating Companies, which are holding companies established
following the AT&T Divestiture Decree to serve as parent companies for the BOCs.

Backbone -- A centralized high-speed network that interconnects smaller,
independent networks.

Bandwidth -- A range or band of the frequency spectrum, measured in Hertz (Hz).
It has become vogue, though strictly a misuse of the term, to say bandwidth is
the number of bits of data per second that can move through a communications
medium.

Broadband -- A high-capacity communications circuit/path, usually implying
speeds of 256 kilobits per second ("kbps") or better.

CAP -- Competitive Access Provider -- A company that provides its customers with
an alternative to the LEC for local transport of Private Line and special access
communications services.

Central Offices -- The switching centers or central switching facilities of the
LECs.

CLEC -- Competitive Local Exchange Carrier -- A company that provides its
customers with an alternative to the ILEC for local transport of communications
services, as allowed under the 1996 Telecom Act.

Co-Carrier Status -- A regulatory scheme under which the ILEC is required to
integrate new, competing providers of local exchange service, into the systems
of traffic exchange, inter-carrier compensation, and other inter-carrier
relationships that already exist among LECs in most jurisdictions.

                                       3
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Collocation -- The ability of a CAP or CLEC to connect its network to the LEC's
central offices. Physical collocation occurs when a connecting carrier places
its network connection equipment inside the LEC's central offices. Virtual
collocation is an alternative to physical collocation pursuant to which the LEC
permits a CAP or CLEC to connect its network to the LEC's central offices on
comparable terms, even though the CAP's or CLEC's network connection equipment
is not physically located inside the central offices.

The Company -- GCI and its direct and indirect subsidiaries, also referred to as
"we," "us" and "our."

Compression or Decompression -- A method of encoding, decoding and processing
signals that allows transmission (or storage) of more information than the
medium would otherwise be able to support. Both compression and decompression
require processing capacity, but with many products, the signal delay time due
to processing is not noticeable.

DAMA -- Demand Assigned Multiple Access -- The Company's digital satellite earth
station technology that allows calls to be made between remote villages using
only one satellite hop thereby reducing satellite delay and capacity
requirements while improving quality.

Dark Fiber -- An inactive fiber-optic strand without electronics or optronics.
Dark fiber is not connected to transmitters, receivers and regenerators.

DBS -- Direct Broadcast Satellite -- Subscription television service obtained
from satellite transmissions using frequency bands that are internationally
allocated to the broadcast satellite services. The major providers of DBS are
currently DirecTV and EchoStar (marketed as the DISH Network).

DS-0 -- A data communications circuit that carries data at the rate of 64 kbps.

DS-1 -- A data communications circuit that carries data at the rate of 1.544
Megabits per second (Mb/s), often interchangeably referred to as a T-1.

DS-3 -- A data communications circuit that is equivalent to 28 multiplexed T-1
channels capable of transmitting data at 44.736 Mbps (sometimes called a T-3).

Dedicated -- Communications lines dedicated or reserved for use by particular
customers.

Digital -- A method of storing, processing and transmitting information through
the use of distinct electronic or optical pulses that represent the binary
digits 0 and 1. Digital transmission and switching technologies employ a
sequence of these pulses to represent information as opposed to the continuously
variable analog signal. Digital transmission is advantageous in that it is more
resistant to the signal degrading effects of noise (such as graininess or snow
in the case of video transmission, or static or other background distortion in
the case of audio transmission).

DLC -- Digital Loop Carrier -- A digital transmission system designed for
subscriber loop plant. Multiplexes a plurality of circuits onto very few wires
or onto a single fiber pair.

DLPS -- Digital Local Phone Service -- A term we use referring to our deployment
of voice telephone service utilizing our hybrid-fiber coax cable facilities.

DOCSIS 1.1 -- Data-Over-Cable Service Interface Specification 1.1 -- An industry
specification that provides for high-speed Internet service tiers, using
techniques known as data fragmentation and quality of service. Under this
specification, which is compatible with the existing DOCSIS 1.0 specification,
cable operators can deliver high-speed Internet services simultaneously over the
same plant and in a path parallel to core video services.

DSL -- Digital Subscriber Line -- Technology that allows Internet access and
other high-speed data services at data transmission speeds greater than those of
modems over conventional telephone lines.

                                       4
<PAGE>
Equal Access -- Connection provided by a LEC permitting a customer to be
automatically connected to the IXC of the customer's choice when the customer
dials "1". Also refers to a generic concept under which the BOCs must provide
access services to AT&T's competitors that are equivalent to those provided to
AT&T.

FCC -- Federal Communications Commission -- A federal regulatory body empowered
to establish and enforce rules and regulations governing public utility
companies and others, such as the Company.

Frame Relay -- A wideband (64 kilobits per second to 1.544 Mbps) packet-based
data interface standard that transmits bursts of data over WANs. Frame-relay
packets vary in length from 7 to 1024 bytes. Data oriented, it is generally not
used for voice or video.

FTC -- Federal Trade Commission -- A federal regulatory body empowered to
establish and enforce rules and regulations governing companies involved in
trade and commerce.

GCC -- GCI Communication Corp. -- An Alaska corporation and a wholly owned
subsidiary of Holdings.

GCI  -- General Communication, Inc. -- An Alaska corporation and the Registrant.

GCI, Inc. -- A wholly owned subsidiary of GCI, an Alaska corporation and issuer
of $320 million of senior notes.

GFCC -- GCI Fiber Communication Co., Inc. -- An Alaska corporation and a wholly
owned subsidiary of Holdings. Holdings acquired all minority ownership interests
in GFCC in the third and fourth quarters of 2002. GFCC owns and operates a fiber
optic cable system constructed along the trans-Alaska oil pipeline corridor
extending from Prudhoe Bay to Valdez, Alaska. See Kanas.

Holdings -- GCI Holdings, Inc. -- A wholly owned subsidiary of GCI, Inc., an
Alaska corporation and party to the Company's Senior Credit Facility.

HDTV -- High-Definition Television -- A digital television format delivering
theater-quality pictures and CD-quality sound. HDTV offers an increase in
picture quality by providing up to 1,920 active horizontal pixels by 1,080
active scanning lines, representing an image resolution of more than two million
pixels. In addition to providing improved picture quality with more visible
detail, HDTV offers a wide screen format and Dolby(R) Digital 5.1 surround
sound.

ILEC -- Incumbent Local Exchange Carrier -- With respect to an area, the LEC
that -- (A) on the date of enactment of the Telecommunications Act of 1996,
provided telephone exchange service in such area; and (B)(i) on such date of
enactment, was deemed to be a member of the exchange carrier association
pursuant to section 69.601(b) of the FCC's regulations (47 C.F.R. 69.601(b)); or
(ii) is a person or entity that, on or after such date of enactment, became a
successor or assign of a member described in clause (i).

Interexchange -- Communication between two different LATAs or, in Alaska,
between two different local exchange serving areas.

IP -- Internet Protocol -- The method or protocol by which data is sent from one
computer to another on the Internet. Each computer (known as a host) on the
Internet has at least one IP address that uniquely identifies it from all other
computers on the Internet.

ISDN -- Integrated Services Digital Network -- A set of standards for
transmission of simultaneous voice, data and video information over fewer
channels than would otherwise be needed, through the use of out-of-band
signaling. The most common ISDN system provides one data and two voice circuits
over a traditional copper wire pair, but can represent as many as 30 channels.
Broadband ISDN extends the ISDN capabilities to services in the Gigabit per
second range.

ISP -- Internet Service Provider -- A company providing retail and/or wholesale
Internet services.

                                       5
<PAGE>
Internet -- A global collection of interconnected computer networks which use
TCP/IP, a common communications protocol.

IXC -- Interexchange Carrier -- A long-distance carrier providing services
between local exchanges.

Kanas -- Kanas Telecom, Inc. -- An Alaska corporation that was renamed GFCC in
2001.

LAN -- Local Area Network -- The interconnection of computers for sharing files,
programs and various devices such as printers and high-speed modems. LANs may
include dedicated computers or file servers that provide a centralized source of
shared files and programs.

LATA -- Local Access and Transport Area -- The approximately 200 geographic
areas defined pursuant to the AT&T Divestiture Decree. The BOCs were
historically prohibited from providing long-distance service between the LATA in
which they provide local exchange services, and any other LATA.

LEC -- Local Exchange Carrier -- A company providing local telephone services.
Each BOC is a LEC.

LMDS -- Local Multipoint Distribution System -- LMDS uses microwave signals
(millimeterwave signals) in the 28 GHz spectrum to transmit voice, video, and
data signals within small cells 3-10 miles in diameter. LMDS allows license
holders to control up to 1.3 GHz of wireless spectrum in the 28 GHz Ka-band. The
1.3 GHz can be used to carry digital data at speeds in excess of one gigabit per
second. The extremely high frequency used and the need for point to multipoint
transmissions limits the distance that a receiver can be from a transmitter.
This means that LMDS will be a "cellular" technology, based on multiple,
contiguous, or overlapping cells. LMDS is expected to provide customers with
multichannel video programming, telephony, video communications, and two-way
data services. ILECs and cable companies may not obtain the in-region 1150 MHz
license for three years following the date of the license grant. Within 10 years
following the date of the license grant, licensees will be required to provide
'substantial service' in their service regions.

Local Exchange -- A geographic area generally determined by a state regulatory
body, in which calls generally are transmitted without toll charges to the
calling or called party.

Local Number Portability -- The ability of an end user to change Local Exchange
Carriers while retaining the same telephone number.

Lower 48 States or Lower 48 -- Refers to the 48 contiguous states south of or
below Alaska.

Lower 49 States or Lower 49 -- Refers to Hawaii and the Lower 48 States.

MAN -- Metropolitan Area Network -- LANs interconnected within roughly a 50-mile
radius. MANs typically use fiber optic cable to connect various wire LANs.
Transmission speeds may vary from 2 to 100 Mbps.

Mat-Su Valley -- The Matanuska and Susitna valleys are located in south-central
Alaska, to the north of Anchorage, and include the communities of Palmer and
Wasilla and the immediately surrounding areas.

MCI, Inc. ("MCI") -- Owns approximately 2% of our common stock at December 31,
2004, presently has two representatives on our Board, and is a major customer.
Prior to May 1, 2000, the company was named MCI WorldCom, Inc. See also MWNS. On
July 21, 2002, MCI and substantially all of its active United States
subsidiaries filed voluntary petitions for reorganization under Chapter 11 of
the United States Bankruptcy Code in the United States Bankruptcy Court. On
December 7, 2004, we closed a transaction with MCI to repurchase 3,751,509
shares of our Class A common stock at $8.33 per share (for a total purchase
price of approximately $31.3 million). In addition to the common stock
repurchase, the transaction included the redemption of all issued and
outstanding shares of our Series C preferred stock held by MCI for an aggregate
redemption price of $10 million. MCI will retain its ownership of almost 1.3
million shares of our Class B common stock and will retain their two seats on
our board of directors. You should see note 14 to the accompanying "Notes to
Consolidated Financial Statements" included in Part II of this Report for more
information.

                                       6
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MDU -- Multiple Dwelling Unit -- MDUs include multiple-family buildings, such as
apartment and condominium complexes.

MMDS -- Multichannel Multipoint Distribution Service -- Also known as wireless
cable. The FCC established the Multipoint Distribution Service (MDS) in 1972.
Originally, the FCC thought MDS would be used primarily to transmit business
data. However, the service became increasingly popular in transmitting
entertainment programming. Unlike conventional broadcast stations whose
transmissions are received universally, MDS programming is designed to reach
only a subscriber based audience. In 1983, the FCC reassigned eight channels
from the Instructional Television Fixed Service (ITFS) to MDS. These eight
channels make up the MMDS. Frequently, MDS and MMDS channels are used in
combination with ITFS channels to provide video entertainment programming to
subscribers.

MVPD -- Multi-channel Video Programming Distribution -- The distribution of
video programming over multiple platforms, such as cable and satellite.

MWNS -- MCI WorldCom Network Services -- A subsidiary of MCI, which had
previously entered into service agreements with the Company on behalf of MCI.

OCC -- Other Common Carrier -- A long-distance carrier other than the Company.

OC-n -- An optical communications circuit that optically signals at a data rate
of n times 51.84 Mbps, where n can be 1, 3, 12, 24, 48, 96, or 192.

Pay-per-view -- Offering television broadcasts to viewers in a manner whereby
they pay only for the programs they watch rather than having to subscribe to the
whole channel or station on a full-time basis.

PCS -- Personal Communication Services -- PCS encompasses a range of advanced
wireless mobile technologies and services. It promises to permit communications
to anyone, anywhere and anytime while on the move. The Cellular
Telecommunications Industry Association (CTIA) defines PCS as a "wide range of
wireless mobile technologies, chiefly cellular, paging, cordless, voice,
personal communications networks, mobile data, wireless PBX, specialized mobile
radio, and satellite-based systems." The FCC defines PCS as a "family of mobile
or portable radio communications services that encompasses mobile and ancillary
fixed communications services to individuals and businesses and can be
integrated with a variety of competing networks."

PBX -- Private Branch Exchange -- A customer premise communication switch used
to connect customer telephones (and related equipment) to LEC central office
lines (trunks), and to switch internal calls within the customer's telephone
system. Modern PBXs offer numerous software-controlled features such as call
forwarding and call pickup. A PBX uses technology similar to that used by a
central office switch (on a smaller scale). (The acronym PBX originally stood
for "Plug Board Exchange.")

POP -- Point of Presence -- The physical access location interface between a LEC
and an IXC network. The point to which the telephone company terminates a
subscriber's circuit for long-distance service or leased line communications.

PRI -- Primary Rate Interface -- An ISDN circuit transmitting at T-1 (DS-1)
speed (equivalent to 24 voice-grade channels). One of the channels ("D") is used
for signaling, leaving 23 ("B") channels for data and voice communication.

Private Line -- Uses dedicated circuits to connect customer's equipment at both
ends of the line. Does not provide any switching capability (unless supported by
customer premise equipment). Usually includes two local loops and an IXC
circuit.

Private Network -- A communications network with restricted (controlled) access
usually made up of Private Lines (with some PBX switching).

                                       7
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RCA -- Regulatory Commission of Alaska -- A state regulatory body empowered to
establish and enforce rules and regulations governing public utility companies
and others, such as the Company, within the State of Alaska (sometimes referred
to as Public Service Commissions, or PSCs, or Public Utility Commissions, or
PUCs). Previously known as the Alaska Public Utilities Commission (APUC).

Reciprocal Compensation -- The same compensation of a CLEC for termination of a
local call by the ILEC on its network, as the new competitor pays the ILEC for
termination of local calls on the ILEC network.

SchoolAccess(TM) -- The Company's Internet and related services offering to
schools in Alaska, and some sites in Arizona, Montana and New Mexico. The
federal mandate through the 1996 Telecom Act to provide universal service
resulted in schools across Alaska qualifying for varying levels of discounts to
support the provision of Internet services. The Universal Service Administrative
Company through its Schools and Libraries Division administers this federal
program.

SDN -- Software Defined Network -- A switched long-distance service for very
large users with multiple locations. Instead of putting together their own
network, large users can get special usage rates for calls carried on regular
switched long-distance lines.

Securities Reform Act -- The Private Securities Litigation Reform Act of 1995.

Senior Credit Facility -- Holding's $220.0 million credit facility. The Senior
Credit Facility includes a term loan of $170.0 million and a revolving credit
facility of $50.0 million. The new Senior Credit Facility matures on October 31,
2007 and bears interest at LIBOR plus 2.25%. You should see note 7 to the
accompanying "Notes to Consolidated Financial Statements" included in Part II of
this Report for more information.

SMATV -- Satellite Master Antenna Television -- (Also known as "private cable
systems") are multichannel video programming distribution systems that serve
residential, multiple-dwelling units ("MDUs"), and various other buildings and
complexes. A SMATV system typically offers the same type of programming as a
cable system, and the operation of a SMATV system largely resembles that of a
cable system -- a satellite dish receives the programming signals, equipment
processes the signals, and wires distribute the programming to individual
dwelling units. The primary difference between the two is that a SMATV system
typically is an unfranchised, stand-alone system that serves a single building
or complex, or a small number of buildings or complexes in relatively close
proximity to each other.

SONET -- Synchronous Optical Network -- A 1984 standard for optical fiber
transmission on the public network. 51.84 Mbps to 9.95 Gigabits per second,
effective for ISDN services including asynchronous transfer mode.

Sprint -- Sprint Corporation -- One of our significant customers.

T-1 -- A data communications circuit capable of transmitting data at 1.5 Mbps.

Tariff -- The schedule of rates and regulations set by communications common
carriers and filed with the appropriate federal and state regulatory agencies;
the published official list of charges, terms and conditions governing provision
of a specific communications service or facility, which functions in lieu of a
contract between the subscriber or user and the supplier or carrier.

TCP/IP -- Transmission Control Protocol/Internet Protocol -- A suite of network
protocols that allows computers with different architectures and operating
system software to communicate with other computers on the Internet.

TDM -- Time Division Multiplex -- A means by which multiple signals are combined
and carried on one transport medium by sequentially sharing the medium in slices
of time (time slots) for each of the various signals.

                                       8
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UNE -- Unbundled Network Element -- A discrete piece part of a telephone
network. Unbundled network elements are the basic network functions, i.e., the
piece parts needed to provide a full range of communications services. They are
physical facilities as well as all the features and capabilities provided by
those facilities.

VSAT -- Very Small Aperture Terminal -- A small, sometimes portable satellite
terminal that allows connection via a satellite link.

WAN -- Wide Area Network -- A remote computer communications system. WANs allow
file sharing among geographically distributed workgroups (typically at higher
cost and slower speed than LANs or MANs). WANs typically use common carriers'
circuits and networks. WANs may serve as a customized communication backbone
that interconnects all of an organization's local networks with communications
trunks that are designed to be appropriate for anticipated communication rates
and volumes between nodes.

World Wide Web or Web -- A collection of computer systems supporting a
communications protocol that permits multi-media presentation of information
over the Internet.

1984 Cable Act -- The Cable Communications Policy Act of 1984.

1992 Cable Act -- The Cable Television Consumer Protection and Competition Act
of 1992.

1996 Telecom Act -- The Telecommunications Act of 1996 -- The 1996 Telecom Act
was signed into law February 8, 1996. Under its provisions, BOCs were allowed to
immediately begin manufacturing, research and development; GTE Corp. could begin
providing interexchange services through its telephone companies nationwide;
laws in 27 states that foreclosed competition were pre empted; co-carrier status
for CLECs was ratified; and the physical collocation of competitors' facilities
in LECs central offices was allowed.

The purpose of the 1996 Telecom Act was to move from a regulated monopoly model
of telecommunications to a deregulatory competitive markets model. The act
eliminated the old barriers that prevented three groups of companies, the LECs,
including the BOCs, the long-distance carriers, and the cable TV operators, from
competing head-to-head with each other. The act requires LECs to let new
competitors into their business. It also requires the LECs to open up their
networks to ensure that new market entrants have a fair chance of competing. The
bulk of the act is devoted to establishing the terms under which the LECs, and
more specifically the BOCs, must open up their networks.

The 1996 Telecom Act substantially changed the competitive and regulatory
environment for telecommunications providers by significantly amending the
Communications Act of 1934 including certain of the rate regulation provisions
previously imposed by the Cable Television Consumer Protection and Competition
Act of 1992 (the "1992 Cable Act"). The 1996 Telecom Act eliminated rate
regulation of the cable programming service tier in 1999. Further, the
regulatory environment will continue to change pending, among other things, the
outcome of legal challenges, legislative activity, and FCC rulemaking and
enforcement activity in respect of the 1992 Cable Act and the completion of a
significant number of continuing FCC rulemakings under the 1996 Telecom Act.

                                       9
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            Cautionary Statement Regarding Forward-Looking Statements


You should carefully review the information contained in this Annual Report, but
should particularly consider any risk factors that we set forth in this Annual
Report and in other reports or documents that we file from time to time with the
Securities and Exchange Commission ("SEC"). In this Annual Report, in addition
to historical information, we state our future strategies, plans, objectives or
goals and our beliefs of future events and of our future operating results,
financial position and cash flows. In some cases, you can identify those
so-called "forward-looking statements" by words such as "may," "will," "should,"
"expects," "plans," "anticipates," "believes," "estimates," "predicts,"
"potential," "project," or "continue" or the negative of those words and other
comparable words. All forward-looking statements involve known and unknown
risks, uncertainties and other important factors that may cause our actual
results, performance, achievements, plans and objectives to differ materially
from any future results, performance, achievements, plans and objectives
expressed or implied by these forward-looking statements. In evaluating those
statements, you should specifically consider various factors, including those
outlined below. Those factors may cause our actual results to differ materially
from any of our forward-looking statements. For these statements, we claim the
protection of the safe harbor for forward-looking statements provided by the
Securities Reform Act. Such risks, uncertainties and other factors include but
are not limited to those identified below.

     o   Local and general market conditions and obstacles, including possible
         material adverse changes in the economic conditions in the markets we
         serve and in general economic conditions; the continuing impact of the
         current stagnant communications industry due to high levels of
         competition in the long-distance market resulting in continuing
         pressures to reduce prices; and an oversupply of long-haul capacity and
         high debt loads;
     o   The efficacy of laws enacted by Congress and the State of Alaska
         legislature; rules and regulations to be adopted by the Federal
         Communications Commission ("FCC") and state public regulatory agencies
         to implement the provisions of the 1996 Telecom Act; the outcome of
         litigation relative thereto; and the impact of regulatory changes
         relating to access reform;
     o   The outcome of our negotiations with ILECs and state regulatory
         arbitrations and approvals with respect to interconnection agreements;
     o   Changes in, or failure, or inability, to comply with, government
         regulations, including, without limitation, regulations of the FCC, the
         RCA, and adverse outcomes from regulatory proceedings;
     o   Changes in regulations governing UNEs;
     o   Changes in the treatment or classification of services using a
         particular technology, including Internet protocol;
     o   Our responses to competitive products, services and pricing, including
         pricing pressures, technological developments, alternative routing
         developments, and the ability to offer combined service packages that
         include long-distance, local, cable and Internet services;
     o   The extent and pace at which different competitive environments develop
         for each segment of our business;
     o   The extent and duration for which competitors from each segment of the
         communications industries are able to offer combined or full service
         packages prior to our being able to do so;
     o   Competitor responses to our products and services and overall market
         acceptance of such products and services;
     o   Our ability to purchase network elements or wholesale services from
         ILECs at a price sufficient to permit the profitable offering of local
         telephone service at competitive rates;
     o   Success and market acceptance for new initiatives, some of which are
         untested;
     o   The level and timing of the growth and profitability of existing and
         new initiatives, particularly local telephone services expansion
         including deploying digital local telephone service, and wireless
         services;
     o   Start-up costs associated with entering new markets, including
         advertising and promotional efforts;
     o   Risks relating to the operations of new systems and technologies and
         applications to support new initiatives;
     o   The risks associated with technological requirements, technology
         substitution and changes and other technological developments;

                                       10
<PAGE>
     o   Prolonged service interruptions which could affect our business;
     o   Development and financing of communications, local telephone, wireless,
         Internet and cable networks and services;
     o   Future financial performance, including the availability, terms and
         deployment of capital; the impact of regulatory and competitive
         developments on capital outlays, and the ability to achieve cost
         savings and realize productivity improvements and the consequences of
         increased leverage;
     o   Availability of qualified personnel;
     o   Uncertainties in federal military spending levels in markets in which
         we operate;
     o   Uncertainties surrounding the 2005 base realignment and closure program
         and potential military base closures in markets in which we operate;
     o   The effect on us of industry consolidation including the potential
         acquisition of one or more of our large wholesale customers by a
         company with commercial relationships with other providers; and the
         ongoing global and domestic trend towards consolidation in the
         communications industry, which may result in our competitors being
         larger and better financed, and provide these competitors with
         extensive resources and greater geographic reach, allowing them to
         compete more effectively;
     o   The effect on us of pricing pressures, new program offerings and
         continuing market consolidation in the markets served by our
         significant customers, MCI and Sprint; and
     o   Other risks detailed from time to time in our periodic reports filed
         with the SEC.

You should not place undue reliance on any such forward-looking statements.
Further, any forward-looking statement, and such risks, uncertainties and other
factors speak only as of the date on which they were originally made and we
expressly disclaim any obligation or undertaking to disseminate any updates or
revisions to any forward-looking statement to reflect any change in our
expectations with regard to those statements or any other change in events,
conditions or circumstances on which any such statement is based, except as
required by law. New factors emerge from time to time, and it is not possible
for us to predict what factors will arise or when. In addition, we cannot assess
the impact of each factor on our business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements.

                                       11
<PAGE>
                                     Part I

Item 1.  Business

General

In this Annual Report, "we," "us" and "our" refer to General Communication, Inc.
and its direct and indirect subsidiaries.

GCI was incorporated in 1979 under the laws of the State of Alaska and has its
principal executive offices at 2550 Denali Street, Suite 1000, Anchorage, AK
99503-2781 (telephone number 907-868-5600).

GCI is primarily a holding company and together with its direct and indirect
subsidiaries, is a diversified communications provider with a leading position
in facilities-based long-distance service in the State of Alaska and is Alaska's
leading cable television and Internet services provider.

We are the leading integrated, facilities-based communications provider in
Alaska, offering local and long-distance voice, cable video, data and Internet
communications services to residential and business customers under our GCI
brand. A substantial number of our customers subscribe to product bundles that
include two or more of our services.

Since our founding in 1979, we have consistently expanded our product portfolio
to satisfy our customers' needs. We have benefited from the attractive and
unique demographic and economic characteristics of the Alaskan market. We are
pioneers of bundled communications services offerings, and believe our
integrated strategy of providing innovative bundles of voice, video and data
services provides us with an advantage over our competitors and will allow us to
continue to attract new customers, retain existing customers and expand our
addressable market. We hold leading market shares in long-distance, cable video
and Internet services and have gained significant market share in local access
against the incumbent provider.

Through our focus on long-term results and strategic capital investments, we
have consistently grown our revenues and expanded our margins. Our integrated
strategy provides us with competitive advantages in addressing the challenges of
converging telephony, video and broadband markets and has been a key driver of
our success. Today, using our extensive communications networks, we provide
customers with integrated communications services packages that we believe are
unmatched by any other competitor in Alaska.

Availability of Reports and Other Information

Internet users can access information about the Company and its services at
http://www.gci.com/, http://www.gcinetworksolutions.com/, and
http://www.alaskaunited.com/. The Company hosts Internet services at
http://www.gci.net/ and SchoolAccess(TM) services at http://www.gcisa.net/. Our
online telephone directory and yellow pages are hosted at
http://www.gcidirectory.com/. We make available on the http://www.gci.com/
website, free of charge, access to our Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statement on Schedule
14A and amendments to those materials filed or furnished pursuant to Section
13(a) or 15(d) of the Securities and Exchange Act of 1934 as soon as reasonably
practicable after we electronically submit such material to the SEC. In
addition, the SEC's website is http://www.sec.gov/. The SEC makes available on
this website, free of charge, reports, proxy and information statements, and
other information regarding issuers, such as us, that file electronically with
the SEC. Information on our website or the SEC's website is not part of this
document.

                                       12
<PAGE>
Financial Information About Industry Segments

We have four reportable segments: long-distance services, cable services, local
access services and Internet services. For information required by this section,
you should see Part II, Item 7, Management's Discussion and Analysis of
Financial Condition and Results of Operations. Also refer to Note 12 included in
Part II, Item 8, Consolidated Financial Statements and Supplementary Data.

Recent Developments

Intrastate Access Charge Ruling. On May 15, 2003, AT&T filed a petition with the
FCC requesting a declaratory ruling that intrastate access charges do not apply
to certain of its calling card offerings. When AT&T Alascom, a subsidiary of
AT&T, characterized calling card calls that originate and terminate in Alaska as
interstate, they shifted to us the charges for certain intrastate access payable
to Alaska LECs. In a proceeding before the RCA, the RCA had already declared
this AT&T Alascom practice to be improper. After AT&T petitioned the FCC, the
RCA stayed AT&T Alascom's obligations to make back payments of intrastate access
charges to Alaska LECs for the period prior to April, 2004, but ordered AT&T
Alascom to pay such charges on an ongoing basis from April 1, 2004. On February
23, 2005, the FCC also ruled against AT&T, consistent with the RCA's prior
findings. With this ruling, we can now seek to collect refunds for the
intrastate access charge amounts that AT&T Alascom improperly shifted to us
prior to April 1, 2004. We have not completed our calculations of the amounts
due to us and cannot predict at this time the ultimate amount to be refunded
pursuant to this gain contingency, however it could be material to our results
of operations, financial position and cash flows.

Barrow Cable TV Asset Purchase. We closed the asset purchase of Barrow Cable TV
in February 2005 for approximately $1.6 million, or approximately $1,700 per
subscriber. We plan to upgrade the plant of Barrow Cable TV in order to deliver
digital services as well as high-speed cable modem service. Upgrades are
scheduled to be implemented by the beginning of 2006. In January 2005, the RCA
approved the transfer of the Certificate of Public Convenience and Necessity to
us. We expect to add additional subscribers totaling approximately 950 and
additional homes passed totaling approximately 1,600 as a result of this asset
purchase.

Local Service Expansion Filing. In January 2005 we filed with the RCA to expand
our provision of competitive local telephone services into rural Alaska. We plan
to invest approximately $60 million dollars into local economies in
construction, technologies and facilities. We requested authorization to provide
service in competition with the existing service provider's entire service area
in the service area of Ketchikan Public Utilities, Cordova Telephone
Cooperative, Copper Valley Telephone Cooperative, Matanuska Telephone
Cooperative, and the "Glacier State" study area, including Delta Junction,
Homer, Kenai, Kodiak, Soldotna, Nenana, and North Pole. In addition, we are
seeking approval to offer local service in Wrangell, Petersburg, Sitka, Seward,
Bethel, and Nome. We are seeking certification in these markets for the area
covered by our cable facilities only.

We plan to offer service in these new areas using a combination of methods. To a
large extent, we will use our existing cable network to deliver local services.
Where we do not have cable plant, we may use wireless technologies and resale of
other carrier's services. We may lease portions of an existing carrier's network
or seek wholesale discounts, but our application is not dependent upon access to
either the incumbent's network or wholesale discount rates for resale of
services.

The RCA may only decide this application on the basis of whether or not we are
fit to provide the service. It has already been decided, under federal law, that
competition is permissible. Because we are not requesting use of the existing
carrier's network, there is no public interest issue for the RCA to decide. We
are requesting that the RCA decide this application as soon as possible, and in
any case, within six months.

                                       13
<PAGE>
MTA Rural Exemption Determination. By letter, submitted also to the RCA, on
January 12, 2004, we made a bona fide request for interconnection for the
purposes of local access competition with the Matanuska Telephone Association
("MTA"), under the provisions of the Telecommunications Act of 1996. We
submitted this request to MTA on the grounds that it waived its rural exemption
under the terms of Section 251(f)(1)(C) of the 1996 Telecom Act when it launched
its new video service through its wholly owned subsidiary MTA Vision, Inc. in
competition with our cable television service. MTA, however, refused to comply
with the negotiation and arbitration provisions under the 1996 Telecom Act
claiming that it still retains a rural exemption. We filed a complaint with the
RCA to resolve this dispute, and the RCA conducted a public hearing on the
matter on October 20, 2004. On February 22, 2005, the RCA released a ruling that
MTA's rural exemption for the areas served by MTA Vision, Inc. had been lifted
and that we may negotiate and arbitrate interconnection with MTA. We tendered a
new interconnection request to MTA on February 25, 2005 and are proceeding with
such negotiations. In the event negotiations are unsuccessful, an arbitration
will be requested which must be completed under the provisions of the 1996
Telecom Act by November 25, 2005. Following the entry into an Interconnection
Agreement, we intend to commence local service entry into the Mat-Su Valley
during 2007.

Cellular Service Expansion. We launched cellular services in the Southeast
Alaska cities of Petersburg and Wrangell in February 2005. This completes our
cellular services roll-out. Our cellular services are also provided in
Anchorage, Fairbanks, Homer, Juneau, Kenai/Soldotna, Ketchikan, Palmer/Wasilla,
Seward, Sitka, and Valdez.

Rural Internet Program Expansion. We expect to complete during the first quarter
of 2005 the last of the 50 wireless internet (WISP) sites that we began work on
in 2004. When these sites are completed, we will have provided internet services
to 150 remote communities in Alaska at faster speeds and lower rates than
they've experienced before.

AU East Capacity Expansion. We expect to complete a capacity expansion of our
AULP East fiber system during the first quarter of 2005. We are upgrading the
system using wavelength division multiplexing from its current five gigabit per
second ("Gbps") capacity to 20 Gbps.

Historical Development of our Business During the Past Fiscal Year

ConnectMD Services Expansion. We have developed an agreement with Alaska
Psychiatric Institute to expand our ConnectMD service to provide tele-psychiatry
services to health clinics across the state of Alaska. This new service will
triple the number of communities that have access to clinical staff via a video
link and we believe it will allow for better and more cost-efficient care for
patients. With this service, behavioral health patients in remote areas of
Alaska can now be treated in their own environment, instead of having to travel
to Anchorage for treatment.

Conversion to Digital Completed. In 2004 we completed the conversion of our
Anchorage and Fairbanks cable television systems from analog to digital service
delivery for service levels above basic. Digital service delivery allows us to
offer more programming content and advanced digital services, including digital
local phone service.

New Telephone Directories. We completed the distribution of our new telephone
directories to Fairbanks and Juneau areas homes and businesses. The directories
include an online version (http://www.gcidirectory.com/) so users can link to
advertisers' websites and e-mail addresses. They can also find arts, education,
government organizations and public safety information.

Galaxy XR Satellite Propulsion System Failure. Galaxy XR, our primary satellite
used to provide voice, data and internet services to our rural Alaska customers,
experienced a failure August 3, 2004 of its secondary xenon ion propulsion
system (XIPS) that maintains the satellite's proper orbital position. The
primary XIPS failed in February 2004. The satellite is now using its backup
bi-propellant

                                       14
<PAGE>
thrusters to maintain its orbital position. These thrusters are a space flight
proven technology. The failure of the primary and secondary XIPS had no short
term impact on service to our customers. PanAmSat, the owner and operator of
Galaxy XR, believes the satellite has sufficient fuel to continue normal
operations until November 2007. The terms of our Galaxy XR transponder purchase
agreement extends through March 2012. PanAmSat intends to replace the satellite
before its estimated end-of-life. We purchased a warranty with the original
agreement to cover a loss of this nature. We have had an agreement in place that
provides backup transponder capacity on the Galaxy XIII satellite in the event
of a catastrophic failure of Galaxy XR.

Cellular Services Distribution Agreement. We closed a 10-year distribution
agreement with a cellular service provider Dobson Communications ("Dobson") in
2004 that allows us to offer a full line of state-of-the-art voice and data
wireless products and services to our customers throughout Alaska. We are
marketing these products and services under our own brand as stand alone
wireless products and as additions to packaged offerings. The agreement also
allows us to develop new products and services combining both wireless and
wireline technologies. We will provide billing and all customer support services
for our wireless services. Under a separate agreement, Dobson will lease 10 MHz
of our 1900 MHz wireless spectrum and will expand services in existing and new
Alaska markets. Dobson's wireless spectrum is in the 800 MHz spectrum band. The
lease agreement enables us and Dobson to expand overall system capacity. This
will create a more efficient wireless system providing better service to
customers. Expansion of service under the terms of the agreement fulfills our
wireless buildout requirement to retain our PCS "B" block license.

Stock Repurchase Approvals. Our Board of Directors authorized us, and we
obtained permission from our lenders and preferred shareholder, to repurchase up
to $10 million of our common stock during the six-month period ended June 30,
2005. We expect to continue the purchases throughout 2005 subject to the
availability of free cash flow, credit facilities, the price of the stock and
the requisite consents of lenders and our preferred shareholder. The purchases
will comply with the restrictions of Securities Exchange Commission rule 10b-18.

AULP East Cable System Repair. Our AULP East system experienced powering
irregularities during the first quarter of 2004. We completed the repair of AULP
East in July 2004.

AULP West Cable System Completion. In June 2003 we began work on the
construction of a fiber optic cable system connecting Seward, Alaska and
Warrenton, Oregon, with leased backhaul facilities to connect it to our
switching and distribution centers in Anchorage, Alaska and Seattle, Washington.
A consortium of companies was selected to design, engineer, manufacture, and
install the undersea fiber optic cable system. We placed AULP West into service
in June 2004.

Anchorage Local Service Rates. The RCA released an order on June 28, 2004 that,
among other things, increased the Unbundled Network Element (UNE) rate we pay
ACS each month from $14.92 to $19.15 per line (subsequently reduced to $18.64
per line). In setting this rate, the RCA ruled on a variety of factors such as
depreciation, cost of capital, cost of the network, maintenance and
administrative overhead.

New Retail Store. In March 2004 we opened a new retail store in Eagle River that
serves our customers in Eagle River, Chugiak, and Peters Creek. Customers have a
more convenient opportunity to pay their bill, sign up for new services and
obtain answers to their questions from one of our customer service
representatives.

HDTV and Digital Video Recorder Deployment. We began offering HDTV programming
in our Anchorage and Mat-Su Valley market areas in 2004. New HDTV converters
with digital video recorder capabilities were introduced to our customers in
these markets.

                                       15
<PAGE>
New Senior Notes and Senior Credit Facility Waiver and Amendment. In February
2004, our subsidiary, GCI, Inc. issued $250 million principal amount of senior
notes. These senior notes bear interest at 7.25% and are due in February 2014.
GCI, Inc. used the proceeds from issuance of these senior notes to retire or
repay other indebtedness. In connection with the issuance of these senior notes,
GCI, Inc. offered to purchase all of its outstanding 9.75% Senior Notes due 2007
(the "2007 Notes") for cash at 103.5% of the principal amount. Approximately
$114.6 million principal amount of the 2007 Notes were tendered and accepted
pursuant to this offer. GCI, Inc. called for redemption of the remaining
outstanding 2007 Notes at the redemption price of 103.25% of the principal
amount. In addition to the purchase and redemption of the 2007 Notes,
approximately $53.8 million of proceeds received from the issuance of the new
senior notes were used to repay indebtedness under our Senior Credit Facility.

Compliance with the redemption notice requirements in the 2007 Notes Indenture
resulted in a delay between the date the new senior notes were issued and the
final redemption date of the 2007 Notes. As a result of such delay, our total
debt temporarily increased during the overlap period between the redemption of
the outstanding 2007 Notes and the issuance of the new senior notes. This
temporary increase did not comply with certain provisions of our Senior Credit
Facility. We received a waiver of these provisions from the lenders under our
Senior Credit Facility until April 30, 2004.

On November 19, 2004, we entered into an Amendment No. 3 to our Senior Credit
Facility. The amendment modifies the terms of the existing credit facility to
permit the incurrence by GCI, Inc. of up to $100 million in aggregate principal
amount of additional senior notes due 2014. The amended credit facility permits
up to $70 million of the proceeds from such additional senior notes to be used
to purchase shares of GCI stock held by MCI and Toronto Dominion Investments,
Inc. (or the proceeds may be distributed to GCI for such purpose), so long as
there exists no default under the credit facility both before and after giving
effect to such transaction. The amended credit facility also permits the
proceeds to be used for additional capital expenditures.

Add-on Senior Notes and Stock Retirements. On December 7, 2004, our subsidiary
GCI, Inc. issued $70 million of additional 7.25% senior notes due 2014. In a
private transaction concurrent with the closing of the additional senior notes,
we repurchased 3,751,509 of our Class A common shares at $8.33 per share and $10
million face value of our Series C preferred stock from MCI. The aggregate
amount of the equity repurchase totaled $41.3 million. In addition, $10 million
of the proceeds of the additional senior notes were used to repay the
outstanding balance on our revolving credit facility. The remaining balance of
the bond proceeds of more than $17 million, after fees and expenses, will be
used for other general corporate purposes.

Fiber System Taken out of Service. We own a portion of the capacity of an
undersea fiber optic cable system linking Alaska to the Lower 48 states known as
the Alaska spur of the North Pacific Cable ("NPC"). The Alaska spur of the NPC
was removed from service in January 2004 by PT Cable, Inc. due to a dispute over
billings between PT Cable, Inc. and AT&T. We determined that the recorded value
for our NPC fiber asset was impaired at December 31, 2003 and recorded a $5.4
million charge in the fourth quarter in the financial statements included in
Part II of this report.

Free Cable Modem Service. On January 26, 2004, we began offering new and current
customers free LiteSpeed cable modem Internet service when they sign up for
certain of our other services. LiteSpeed uses cable modems and is designed for
dial-up Internet access customers who want more Internet download speed and
greater convenience. Cable modems transmit data reliably at a much faster rate
than dial-up connections and do not tie up the telephone line. Our cable modem
service is available to a high percentage of Alaska homes in Anchorage, Bethel,
Cordova, Fairbanks, Homer, Juneau, Kenai, Ketchikan, Kodiak, Nome, Palmer,
Petersburg, Seward, Sitka, Soldotna, Valdez, Wasilla, and Wrangell.

                                       16
<PAGE>
Alaska Supreme Court Decision and Settlement. ACS, through subsidiary companies,
provides local telephone services in Fairbanks and Juneau, Alaska. The ACS
subsidiaries are classified as Rural Telephone Companies under the 1996 Telecom
Act, which entitles them to an exemption of certain material interconnection
terms of the 1996 Telecom Act, until and unless such "rural exemption" is
examined and not continued by the RCA. On October 11, 1999, the RCA issued an
order terminating rural exemptions for the ILECs operating in the Fairbanks and
Juneau markets so that we could compete with these companies in the provision of
local telephone service. Upon appeal by ACS, on December 12, 2003, the Alaska
Supreme Court issued a decision in which it reversed the RCA's rural exemption
decision on the procedural ground that the competitor, not the incumbent, must
shoulder the burden of proof. The Court remanded the matter to the RCA for
reconsideration with the burden of proof assigned to us. Additionally, the Court
left it to the RCA to decide as a matter of discretion whether to change the
state of competition during the remand period. In accordance with the Court's
ruling, the RCA re-opened the rural exemption dockets and scheduled a hearing to
commence on April 19, 2004. Additionally, the RCA issued a ruling on January 16,
2004, in which the RCA determined that we can continue to rely on unbundled
network elements from ACS to serve our existing customers in Juneau and
Fairbanks but that we may not serve new customers through purchase of unbundled
network elements pending the completion of the remand proceeding.

On April 20, 2004, we announced that a joint settlement was reached that
substantially resolved a number of legal and regulatory proceedings between ACS
and us. Among other things, terms of the settlement are as follows:
     o   ACS relinquishes all claims to exemptions from full local telephone
         competition in Fairbanks and Juneau,
     o   New rates for unbundled loops in Fairbanks and Juneau beginning January
         1, 2005,
     o   Resolution of UNE loops provided with ILEC switching (UNE-Platform)
         leasing issues for the Fairbanks and Juneau markets, and
     o   Extension of existing interconnection agreements between ACS and us for
         Fairbanks and Juneau until January 1, 2008.

See "Part I -- Item 1 -- Business -- Regulation, Franchise Authorizations and
Tariffs -- Communications Operations -- Rural Exemption" for more information.

Narrative Description of our Business

General

We are the largest Alaska-based and operated integrated communications provider.
A pioneer in bundled service offerings, we provide facilities-based local and
long distance voice, cable video, Internet and data communications services, and
resell wireless telephone services, to residential and business customers under
our GCI brand.

We generated consolidated revenues of $424.8 million in 2004. We ended the year
with approximately 91,300 long-distance customers, 112,100 local access lines in
service, 134,700 basic cable subscribers, and 101,600 Internet subscribers,
including 65,500 cable modem subscribers. A substantial number of our customers
subscribe to product bundles that include two or more of our services. The
National Cable and Telecommunications Association ("NCTA") reports that we were
the 25th largest MSO in the U.S. as of September 30, 2004.

Since our founding in 1979, we have consistently expanded our product portfolio
to satisfy our customers' needs. We have benefited from the attractive and
unique demographic and economic characteristics of the Alaskan market. We
believe our integrated strategy of providing innovative bundles of voice, video
and data services provides us with an advantage over our competitors and will
allow us to continue to attract new customers, retain existing customers and
expand our addressable

                                       17
<PAGE>
market. We hold leading market shares in long-distance, cable video and Internet
services and have gained significant market share in local access against an
incumbent provider.

Through our focus on long-term results and strategic capital investments, we
have consistently grown our revenues and expanded our margins. Our integrated
strategy provides us with competitive advantages in addressing the challenges of
converging telephony, video and broadband markets and has been a key driver of
our success. Today, using our extensive communications networks, we provide
customers with integrated communications services packages that we believe are
unmatched by any other competitor in Alaska.

We operate a broadband communications network that permits the delivery of a
seamless integrated bundle of communications, entertainment and information
services. We offer a wide array of consumer and business communications and
entertainment services -- including local telephone, long-distance and wireless
communications, cable television, consulting services, network and desktop
computing outsourced services, and dial-up, broadband (cable modem, wireless and
DSL) and dedicated Internet access services at a wide range of speeds -- all
under the GCI brand name.

We believe that the size and growth potential of the voice, video and data
market, the increasing deregulation of communications services, and the
increased convergence of telephony, wireless, and cable services offer us
considerable opportunities to continue to integrate our communications, Internet
and cable services and expand into communications markets both within and,
longer-term, possibly outside of Alaska.

Considerable deregulation has already taken place in the United States because
of the 1996 Telecom Act with the barriers to competition between long-distance,
local exchange and cable providers being lowered. We believe our acquisition of
cable television systems and our development of local exchange service, Internet
services, broadband services, and wireless services leave us well positioned to
take advantage of deregulated markets.

We are Alaska's leading provider of long-distance, cable television and data and
Internet services, as measured by revenues, and we are the second largest local
access provider, as measured by local access lines. We attribute our leadership
position to our commitment to provide our customers with high-quality products
in bundled offerings that maximize their satisfaction. We maintain a strong
competitive position, however there is active competition in the sale of
substantially all products and services we offer.

Competition in the Communications Industry

There is substantial competition in the communications industry. The traditional
dividing lines between providers offering long-distance telephone service, local
telephone service, wireless telephone service, Internet services and video
services are increasingly becoming blurred. Through mergers and various service
integration and product bundling strategies, major providers, including us, are
striving to provide integrated communications service offerings within and
across geographic markets.

Competitive Strengths

Market Leader. We are Alaska's leading provider of long-distance, cable
television and data and Internet services, as measured by revenues, and we are
the second largest local access provider, as measured by local access lines. We
attribute our leadership position to our commitment to provide our customers
with high-quality products in bundled offerings that maximize their
satisfaction.

Advanced Infrastructure and Robust Network Assets. We own and operate advanced
networks that provide integrated end-to-end solutions. Our hybrid-fiber coax
cable network enables us to offer last-

                                       18
<PAGE>
mile broadband connectivity to our customers. Our interstate and undersea fiber
optic cable systems connect our major markets in Alaska to the Lower 48 States.
We employ satellite transmission for rural intrastate and interstate traffic in
markets where terrestrial based network alternatives are not available. We have
or expect to be able to obtain satellite transponders to meet our long-term
satellite capacity requirements. In our local service markets, we offer services
using our own facilities, unbundled network elements and wholesale/resale.

Bundled Service Offerings. Ownership and control of our network and
communications assets have enabled us to effectively market bundled service
offerings. Bundling facilitates the integration of operations and administrative
support to meet the needs of our customers. Our product and service portfolio
includes stand-alone offerings and bundled combinations of local and
long-distance voice and data services, cable video, broadband (cable modem,
fixed wireless and DSL), dedicated Internet access services and other services.

Well-Recognized Brand Name. Our GCI brand is the oldest brand among major
communications providers in Alaska and positively differentiates our services
from those of our competitors. We believe our customers associate our brand name
with quality products. We continue to benefit from high name recognition and
strong customer loyalty, and the majority of our customers purchase multiple
services from us. We have been successful in selling new and enhanced products
to our customers based on perceived quality of products and brand recognition.

Favorable Alaskan Market Dynamics. The Alaskan communications market is
characterized by its large geographic size and isolated markets that include a
combination of major metropolitan areas and small, dense population clusters,
which create a deterrent to potential new entrants. Due to the remote nature of
its communities, the state's residents and businesses rely extensively on our
systems to meet their communications needs. We believe that, when compared to
national averages, Alaskan households spend more on communications services.
According to the United States Census Bureau, the median household income in
Alaska was 27% higher than the three-year United States national average from
2001 to 2003, and according to the Alaska Department of Revenue, in 2003,
federal spending in Alaska was up 4%, year over year. We believe there is a
positive outlook for continued growth.

Experienced Management Team. Our experienced management team has a proven track
record and has consistently expanded our business and improved our operations.
Our senior management averages more than 24 years of experience in the
communications industry and more than 19 years with our company.

Business Strategy

We intend to continue to increase revenues and cash flow using the following
strategies:

     Continue to Offer Bundled Products. We offer innovative service bundles to
     meet the needs of our residential and business customers. Bundling our
     services significantly improves customer retention, increases revenue per
     customer and reduces customer acquisition expenses. Our experience
     indicates that our bundled customers are significantly less likely to
     churn, and we experience less price erosion when we effectively combine our
     offerings. Bundling improves our top line growth, provides operating cost
     efficiencies that expand our margins and drives our overall business
     performance. As a measure of success to date, substantially all of our
     local customers subscribe to our long-distance service and approximately
     one-half of our cable video subscribers also subscribe to our high-speed
     Internet service.

     Maximize Sales Opportunities. We successfully sell new and enhanced
     services and products between and within our business segments to our
     existing customer base to achieve increased revenues and penetration of our
     services. Through close coordination of our customer service and

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<PAGE>
     sales and marketing efforts, our customer service representatives cross
     sell and up sell our products. Many calls into our customer service centers
     result in sales of additional products and services. We actively seek to
     continue to encourage our existing customers to acquire higher value,
     enhanced services.

     Deliver Industry Leading Customer Service. We have positioned ourselves as
     a customer service leader in the Alaska communications market. We operate
     our own customer service department and maintain and staff our own call
     centers. We have empowered our customer service representatives to handle
     most service issues and questions on a single call. We prioritize our
     customer services to expedite handling of our most valuable customers'
     issues, particularly for our largest business customers. We believe our
     integrated approach to customer service, including setting up the service,
     programming various network databases with the customer's information,
     installation, and ongoing service, allows us to provide a customer
     experience that fosters customer loyalty.

     Leverage Communications Operations. We continue to expand and evolve our
     integrated network for the delivery of our services. Our bundled strategy
     and integrated approach to serving our customers creates efficiencies of
     scale and maximizes network utilization. By offering multiple services, we
     are better able to leverage our network assets and increase returns on our
     invested capital. We periodically evaluate our network assets and
     continually monitor technological developments that we can potentially
     deploy to increase network efficiency and performance.

     Expand Our Product Portfolio and Footprint in Alaska. Throughout our
     history, we have successfully added and expect to continue to add new
     products to our product portfolio. Management has a demonstrated history of
     evaluating potential new products for our customers, and we will continue
     to assess revenue-enhancing opportunities that create value for our
     customers. In addition to new services such as digital video recorders,
     HDTV and video-on-demand, we are also expanding the reach of our core
     products to new markets. Where feasible and where economic analysis
     supports geographic expansion of our network coverage, we expect to pursue
     opportunities to increase the scale of our facilities, enhance our ability
     to serve our existing customers' needs and attract new customers.

Alaska Voice, Video and Data Markets

The Alaskan voice, video and data markets are unique within the United States.
Alaska is geographically distant from the rest of the United States and is
generally characterized by large geographical size and relatively small, dense
population clusters (with the exception of population centers such as Anchorage,
Fairbanks and Juneau). It lacks a well-developed terrestrial transportation
infrastructure, and the majority of Alaska's communities are accessible only by
air or water. As a result, Alaska's communication networks are different from
those found in the Lower 49 States.

Alaskans continue to rely extensively on satellite-based long-distance
transmission for intrastate calling between remote communities where investment
in a terrestrial network would be uneconomic or impractical. Also, given the
geographic isolation of Alaska's communities and lack, in many cases, of major
civic institutions such as hospitals, libraries and universities, Alaskans are
dependent on communications services to access the resources and information of
large metropolitan areas in Alaska, the rest of the United States and elsewhere.
In addition to satellite-based communications, the communications services
infrastructure in Alaska includes fiber optic cables between Anchorage, Valdez,
Fairbanks, Prudhoe Bay, Seward, Kenai/Soldotna, Palmer/Wasilla, Homer and
Juneau, traditional copper wire, and digital microwave radio on the Kenai
Peninsula and other locations. For interstate and international communications,
Alaska is connected to the Lower 48 States by four fiber optic cables, one of
which was taken out of service in January 2004. See "Part I -- Item 1 --
Business -- Historical Development of our Business During the Past Fiscal Year
-- Fiber System Taken out of Service" for more information.

                                       20
<PAGE>
Fiber optics is currently the preferred method of carrying Internet, voice,
video, and data communications over long-distances, eliminating the delay
commonly found in satellite connections. Widespread use of high capacity fiber
optic facilities is expected to allow continued expansion of business,
government, educational, and health care infrastructure in Alaska.

Long-Distance Services

Industry. Until the 1970s, AT&T had a virtual monopoly on long distance service
in the United States. In the 1970s, competitors such as MCI and Sprint began to
offer long distance service. With the gradual emergence of competition, basic
rates dropped, calling surged, and AT&T's dominance declined. More than 900
companies now offer wire-line long distance service. AT&T's 1984 toll revenues
were approximately 90% of those reported by all long distance carriers. The
FCC's regulation of AT&T as a "dominant" carrier ended in 1995. By 2003, AT&T's
revenues had declined to approximately 29% of all toll revenues. The two largest
market entrants, MCI and Sprint, have obtained a 28% combined market share
through 2003. BellSouth, Quest, SBC and Verizon have obtained a 15% combined
market share in 2003 as compared to 9% in 2000.

The FCC reports that approximately $78.6 billion was derived from toll services
in 2003 as compared to $109.6 billion in 2000. In 2002, residential customers
generated over 45% of toll revenues, and 35% of residential toll phone calls
were interstate as opposed to 47% of minutes. In 2002, approximately 31% of
total toll services revenue was derived from intrastate, 51% was derived from
domestic interstate, and 18% was derived from international toll services.
Interstate long distance toll revenues increased approximately 62% from $26
billion in 1984 to $43 billion in 2002, and intrastate toll revenues increased
approximately 23% from $21 billion in 1984 to $26 billion in 2002, despite
significant rate reductions in both categories during this period. Significant
decreases occurred in 2002 as compared to 2001, with interstate long distance
and intrastate toll revenues each decreasing approximately 13%.

The FCC reports that total interstate switched access minutes have declined
21.7% from 2000 to 2003; from 566.9 billion to 444.1 billion, respectively.
Average revenue per minute of long distance calling dropped from $0.32 in 1984,
when competitive discount and promotional long distance plans were introduced,
to $0.09 in 2002. This average price per minute represents a mix of
international calling (an average of 28 cents per minute) and domestic
interstate calling (an average of 7 cents per minute). The decline in prices
since 1984 is more than 80% after adjusting for the impact of inflation. The
annual rate of change in the consumer price index for all telephone services
between 2002 and 2003 was reported to be -2.7% as compared to 1.9% for all
services. Local residential services (based on monthly service charges, message
unit charges, leased equipment, installation, enhanced services, taxes,
subscriber line charges, and all other consumer expenditures associated with
telephone services except long distance charges) increased 2.6% in 2003 as
compared to 2002, while interstate toll service decreased 10.9% and intrastate
toll service decreased 9.4% during the same period. The average revenue per
minute for interstate and international calls in 1990 was $0.28 (adjusted for
inflation) as compared to $0.09 in 2002.

The FCC reports that approximately 2% of all consumer expenditures are devoted
to telephone service. This percentage has remained relatively constant over the
past 15 years, despite major changes in the industry and in telephone usage.
Average annual expenditures for telephone service increased from $877 per
household in 2000 to $996 in 2002.

The FCC reports that approximately 106 million U.S. households had telephone
services as of March 2004, an increase of 28 million households since 1983. An
estimated 93.8% of households and virtually all businesses in the United States
subscribed to telephone service in July 2004. Approximately 92.9% of households
subscribed to telephone service in 1980.

                                       21
<PAGE>
The FCC reports that primary lines in service in the United States have grown
over time, averaging approximately 3% per year, which, until 2000, had
historically reflected growth in the population and the economy. Since then, the
number of lines provided by wireline carriers has declined. The FCC reports that
consumer substitution of wireless service for wireline service, and consumer
elimination of second lines when they move from dial-up Internet service to
broadband service may explain the decrease. The percentage of additional
wirelines for households with telephone service has increased significantly,
from approximately 3% in 1988 to approximately 26% in 2000, and decreased back
to 18% in 2002.

International communications continues to be an important segment of the
communications market. The FCC reports that the number of calls made from the
United States to other countries increased from 200 million in 1980 to 6.1
billion in 2002, and that Americans spent approximately $11.5 billion on
international telephone and private line services in 2002. Consistent with
domestic toll rates per minute, international toll rates per minute have
decreased significantly. On average, carriers billed 28 cents per minute for
international calls in 2002, a decline of more than 79% since 1980. Five
markets, Canada, Mexico, the United Kingdom, Germany, and India, accounted for
approximately 41% of the international calls billed in the United States in
2002. AT&T, MCI, and Sprint combined accounted for 82% of the international
service billed in the United States in 2002.

While the 1996 Telecom Act has facilitated competition and rapid growth in the
communications market, the last three years have been a tumultuous time for that
marketplace. Industry analysts believe that overly optimistic projections of
data growth spurred companies to invest large amounts of capital to boost
network capacity. While demand for communications services grew, it did not grow
at a sufficient pace to justify the substantial build-out of fiber capacity. A
wide gap developed between the supply of network capacity and the demand for
data transmission. Network owners refocused their efforts to demonstrate
profitability over a much shorter time horizon than initially projected. A
downward spiral ensued, as some communications carriers went out of business
after failing to generate sufficient revenues to service their accelerating debt
loads. The resultant slowdown in capital expenditures left equipment
manufacturers with surplus inventory and personnel. Excess capacity and new
technology is expected to enable more competition.

The communications industry stabilized in 2003, but remains stagnant. Intense
price competition continues, with continuing technological innovations
threatening established services.

Growth in demand for data services is expected to continue to be a key component
of industry revenue growth. We believe that the data communications business
will eventually rival and perhaps become larger than the traditional voice
telephony market. The continuing migration of voice and other traffic from
analog to digital transmission and the growth in data attributed to broadband
applications are expected to fuel the growth in data with inevitable industry
realignment expected to continue.

The FCC issued a Report and Order (FCC 03-197) in 2003 eliminating a policy that
prohibited the installation or operation of more than one satellite earth
station in any Alaska rural community for competitive carriage of interstate
message telephone service ("MTS") communications. The FCC found that through a
series of regulatory steps, the environment that once called for restrictions on
competitive facilities-based entry had changed. This policy change allows us to
install facilities and provide competitive interstate MTS and other
communications services over our own equipment and network in rural communities
where we presently have no facilities.

We believe that federal and state legislators, courts and regulators will
continue to influence the communications industry in 2005. Consummation of
mergers between and spin-offs from long-distance companies, local access
services companies, ISPs and cable television companies is expected to continue
to occur which blurs the distinction between product lines and competitors.

                                       22
<PAGE>
Industry analysts believe companies will be successful in the long-term if they
can achieve and maintain a superior operating cost position, minimize regulatory
battles, offer a full suite of integrated services to their customers using a
network that is largely under their control, and continue to offer new and
enhanced services that customers wish to purchase.

See "Part I -- Item I -- Business -- Regulation, Franchise Authorizations and
Tariffs -- Long-Distance Services" for more information.

General. We supply a full range of common carrier long-distance and other
communications products and services. We operate a modern, competitive
communications network employing the latest digital transmission technology
based upon fiber optic facilities within and between Anchorage, Fairbanks and
Juneau, Alaska. Our facilities include two self-constructed and financed digital
undersea fiber optic cables and additional owned capacity on another undersea
fiber optic cable (which was taken out of service in January 2004, (see "Part I
-- Item 1 -- Business -- Historical Development of our Business During the Past
Fiscal Year -- Fiber System Taken out of Service"), linking our Alaska
terrestrial networks to the networks of other carriers in the Lower 49 States.
We use satellite transponders to transmit voice and data traffic to remote areas
of Alaska. We operate digital microwave systems to link Anchorage with the Kenai
Peninsula, and our Prudhoe Bay Earth Station with Deadhorse. Digital microwave
facilities also are used to back up our fiber facilities from Anchorage to our
Eagle River earth station, and to our Fairbanks earth station from our Fairbanks
distribution center. Virtually all switched services are computer controlled,
digitally switched, and interconnected by a packet switched SS7 signaling
network.

We provide interstate and intrastate long-distance services throughout Alaska
using our own facilities or facilities leased from or swapped with other
carriers. We also provide (or join in providing with other carriers)
communications services to and from Alaska, Hawaii, the Lower 48 States, and
many foreign nations and territories.

We offer cellular services by reselling another cellular provider's services. We
offer wireless local access services over our own facilities, and have purchased
PCS and LMDS wireless broadband licenses in FCC auctions covering markets in
Alaska.

Products. Our long-distance services industry segment is engaged in the
transmission of interstate and intrastate-switched message telephone service and
Private Line and Private Network communications service between the major
communities in Alaska, and the remaining United States and foreign countries.
Our message toll services include intrastate, interstate and international
direct dial, toll-free 800, 888, 877 and 866 services, our calling card,
operator and enhanced conference calling, frame relay, SDN, ISDN technology
based services, as well as terminating northbound MTS traffic for MCI, Sprint
and several large resellers who do not have facilities of their own in Alaska.
We also provide origination of southbound calling card and toll-free 800, 888,
877 and 866 toll services for MCI, Sprint, and other IXCs. We offer our message
services to commercial, residential, and government subscribers. Subscribers
generally may cancel service at any time. Toll, Private Line, broadband and
related services account for approximately 45.7%, 49.6% and 53.5% of our 2004,
2003 and 2002 revenues, respectively. Broadband services include our
SchoolAccess(TM) and Rural Health initiatives. Private Line and Private Network
services utilize voice and data transmission circuits, dedicated to particular
subscribers, which link a device in one location to another in a different
location.

We have positioned ourselves as a price, quality, and customer service leader in
the Alaska communications market. The value of our long-distance services is
generally designed to be equal to or greater than that for comparable services
provided by our competitors.

In addition to providing communications services, we also design, sell, install,
service and operate, on behalf of certain customers, communications and computer
networking equipment and provide

                                       23
<PAGE>
field/depot, third party, technical support, communications consulting and
outsourcing services through our Network Solutions business. We also supply
integrated voice and data communications systems incorporating interstate and
intrastate digital Private Lines, point-to-point and multipoint Private Network
and small earth station services. Our Network Solutions sales and services
revenue totaled $13.8 million, $11.9 million, and $12.4 million in the years
ended December 31, 2004, 2003 and 2002, respectively, or approximately 3.2%,
3.0% and 3.4% of total revenues, respectively. Presently, there are a number of
competing companies in Alaska that actively sell and maintain data and voice
communications systems. Network Solutions' managed services and product sales
results are reported in the All Other category in the Consolidated Financial
Statements included in Part IV of this report.

Our ability to integrate communications networks and data communications
equipment has allowed us to maintain our market position based on "value added"
support services rather than price competition. These services are blended with
other transport products into unique customer solutions, including managed
services and outsourcing.

Facilities. Our communication facilities include an undersea fiber optic cable
system connecting Whittier, Valdez and Juneau, Alaska and Seattle, Washington,
which was placed into service in February 1999.

We constructed a new undersea fiber optic cable system connecting Seward, Alaska
to Warrenton, Oregon that we placed into service in June 2004. This fiber optic
cable system is designated AULP West and the original undersea fiber optic cable
system is now designated AULP East. The Seward cable landing station connects to
our network in Anchorage and the Warrenton cable landing station connects to our
network in Seattle via long-term leased capacity. The combination of AULP West
and AULP East provides us with the ability to provide fully protected
geographically diverse routing of service between Alaska and the Lower 48
States.

These undersea fiber optic cable systems allow us to carry our military base
traffic and our Anchorage, Delta Junction, Eagle River, Fairbanks, Girdwood,
Glenallen, Healy, Juneau, Seward, Valdez, Wasilla, and Whittier, Alaska traffic
to and from the contiguous Lower 48 States and between these instate locations
over terrestrial circuits, eliminating the one-half second round trip delay
associated with satellite circuits.

Other facilities include major earth stations at Barrow, Bethel, Cordova,
Dillingham, Dutch Harbor, Eagle River, Ketchikan, King Salmon, Kodiak, Kotzebue,
Nome, Prudhoe Bay, and Sitka, all in Alaska, serving the communities in their
vicinity, and at Issaquah, Washington, which provides interconnection to Seattle
and the Lower 48 States for traffic to and from major Alaska earth stations. The
Eagle River earth station is linked to the Anchorage distribution center by
fiber optic facilities.

We use SONET as a service delivery method for our terrestrial metropolitan area
networks as well as our long-haul terrestrial and undersea fiber optic cable
networks. As of December 31, 2004 we have completed interconnection of
approximately 203 businesses and co-location facilities within the Anchorage,
Juneau and Fairbanks metropolitan areas, as well as the 800-mile long
TransAlaska Pipeline System right of way that connects Valdez to Prudhoe Bay,
Alaska. We currently connect Anchorage, Whittier, Juneau and Seattle through our
AULP East undersea fiber network. We use SONET-based next generation
multi-service nodes for purposes of delivering traditional TDM services (at
DS-0, DS-1 and DS-3 data rates) as well as next generation services, such as
optical OC-n and Ethernet. We have expanded our digital cross-connect capacity
through the addition of three large 3:1 cross connects located in Anchorage and
Seattle.

A fiber optic cable system from our Anchorage distribution center connects to
the MTA Eagle River central office and to our major hub earth station in Eagle
River. The Issaquah earth station is connected with the Seattle distribution
center by means of diversely routed leased fiber optic cable

                                       24
<PAGE>
transmission systems, each having the capability to restore the other in the
event of failure. The Juneau earth station and distribution centers are
collocated. We have digital microwave facilities serving the Kenai Peninsula
communities. We maintain earth stations in Fairbanks (linked by digital
microwave to the Fairbanks distribution center), Juneau (collocated with the
Juneau distribution center), Anchorage (Benson earth station), and in Prudhoe
Bay as fiber network restoration earth stations. Our Benson earth station also
uplinks our statewide video service; such service may be pre-empted if earth
station capacity is needed to restore our fiber network between Anchorage and
Prudhoe Bay.

We constructed an earth station in Platinum, Alaska in 2004. This station was
constructed to support our telemedicine network. Two additional earth stations
in McGrath and Yakutat, Alaska are expected to be placed into service in the
first quarter of 2005.

We use our DAMA facilities to serve 57 additional locations throughout Alaska.
DAMA is a digital satellite earth station technology that allows calls to be
made between remote villages using only one satellite hop thereby reducing
satellite delay and capacity requirements while improving quality. In 1996, we
obtained the necessary RCA and FCC approvals waiving prohibitions against
construction of competitive facilities in certain rural Alaska communities,
allowing for deployment of DAMA technology in 56 sites in rural Alaska on a
demonstration basis. These prohibitions were removed by the FCC on August 6,
2003 allowing us to begin deploying earth stations in more locations in Alaska.
In addition, 72 (for a total of 129) C-band facilities provide dedicated
Internet access, Telehealth and Private Network services to rural public
schools, hospitals, health clinics, and natural resource development industries
throughout Alaska. Our Network of 86 Ku- band facilities provide dedicated
Internet access, Telehealth and private network services to rural public
schools, hospitals, health clinics, and natural resource development industries
throughout Alaska, and in 13 locations in the Lower 48 States.

Our Anchorage, Fairbanks, and Juneau distribution centers contain electronic
switches to route calls to and from local exchange companies and, in Seattle, to
obtain access to MCI, Sprint and other carriers to distribute our southbound
traffic to the remaining 49 states and international destinations. In Anchorage,
a Lucent Technologies Inc. ("Lucent") 5ESS digital host switch is connected by
fiber to seven remote facilities that are co-located in the ILEC switching
centers, to provide both local and long-distance service. Our extensive
metropolitan area fiber network in Anchorage supports cable television, Internet
and telephony services. The Anchorage, Fairbanks, and Juneau facilities also
include digital access cross-connect systems, frame relay data switches,
Internet platforms, and in Anchorage and Fairbanks, co-location facilities for
interconnecting and hosting equipment for other carriers. We also maintain an
operator and customer service center in Wasilla, Alaska.

We have constructed a switching center and ILEC collocation offices in
Fairbanks, and have installed a Lucent switch to enable the provisioning of
local telephone access services in that market. Substantially all toll traffic
originating in Fairbanks is routed to Anchorage. Fairbanks UNE loop provisioning
began in early 2002.

We installed a Lucent switch in our Juneau distribution center and collocation
offices at several of the Juneau ILEC central offices, enabling local services
to be launched in the Juneau market in 2002. Our collocation facilities enable
UNE loop access to a portion of the Juneau ILEC's loop facilities. See "Part I
-- Item 1 -- Business -- Historical Development of our Business During the Past
Fiscal Year -- Alaska Supreme Court Decision and Settlement" for more
information.

We own and use Lucent 5ESS switches in Anchorage and Seattle. The Anchorage
switch serves as our primary long distance switch in Alaska, enabling additional
network efficiencies.

Our operator services traffic is processed by an integrated services platform
that also hosts answering services, directory assistance, and internal
conferencing services.

                                       25
<PAGE>
We employ satellite transmission for rural intrastate and interstate traffic and
certain other major routes. We acquired satellite transponders on PanAmSat
Corporation ("PanAmSat") Galaxy XR satellite in March 2000 to meet our long-term
satellite capacity requirements. We further augmented capacity on Galaxy XR with
the lease of a seventh C-band transponder in October, 2002. See "Part I -- Item
1 -- Business -- Historical Development of our Business During the Past Fiscal
Year -- Galaxy XR Satellite Propulsion System Failure" for more information.

As demand for redundant, geographically diverse capacity on our network
increases, we will need to further augment our facilities between Alaska and the
Lower 48 States. See "Part I -- Item 1 -- Business -- Historical Development of
our Business During the Past Fiscal Year -- AU East Capacity Expansion" for more
information.

In June 2004 we completed the construction of AULP West connecting Seward,
Alaska and Warrenton, Oregon, with leased backhaul facilities to connect it to
our switching and distribution centers in Anchorage, Alaska and Seattle,
Washington. Capital expenditures for this project totaled approximately $50.1
million, most of which was funded through our operating cash flows.

We employ a packet data satellite transmission technology for the efficient
transport of broadband data in support of our rural health and SchoolAccessTM
initiatives. We expect to further expand and upgrade this network during 2005.
An upgrade of the packet data satellite transmission equipment to a more
bandwidth efficient modulation scheme is expected to be completed during the
first quarter of 2005. In addition, our SchoolAccessTM and rural wireless
Internet service is partially provisioned over a satellite based digital video
broadcast carrier that is scheduled to convert to a more efficient modulation
scheme during the first quarter of 2005. These projects reduce the requirement
for new satellite transponder bandwidth to support expected growth in rural
health, distance learning and rural Internet services.

Emerging technology that facilitates more efficient transport of fixed assigned
point-to-point satellite transmissions is expected to become available during
the first quarter of 2005. This technology allows fixed point-to-point
transmissions between two earth stations to transmit at the same frequency.
Successful implementation of this new technology may reduce the requirement for
new satellite bandwidth to meet our needs as expected growth in demand for our
services occurs. We are investigating the possible use of this new technology to
further increase the efficiency of bandwidth utilization for a portion of our
satellite network.

We employ advanced digital transmission technologies to carry as many voice
circuits as possible through a satellite transponder without sacrificing voice
quality. Other technologies such as terrestrial microwave systems, metallic
cable, and fiber optics tend to be favored more for point-to-point applications
where the volume of traffic is substantial. With a sparse population spread over
a large geographic area, neither terrestrial microwave nor fiber optic
transmission technology is considered to be economically feasible in rural
Alaska in the foreseeable future.

Customers. We had approximately 91,300, 85,600 and 88,200 active Alaska
long-distance message telephone service subscribers at December 31, 2004, 2003
and 2002, respectively. Approximately 11,200, 11,300 and 11,600 of these were
business and government users at December 31, 2004, 2003 and 2002, respectively,
and the remainder were residential customers. Increases in our total customer
counts were primarily attributed to our successful efforts to acquire and retain
customers due to popular product bundle offerings. Decreases in our business and
government customer counts were primarily attributed to continuing competitive
pressures in Anchorage and other markets we serve. Message telephone service
revenues (excluding broadband, operator services and Private Line revenues)
averaged approximately $9.9 million per month during 2004.

                                       26
<PAGE>
Equal access conversions have been completed in all communities we serve with
owned facilities. We estimate that we carry nearly 50% of combined business and
residential traffic as a statewide average for both originating interstate and
intrastate message telephone service traffic.

A summary of our switched long-distance message telephone service traffic (in
minutes) follows:
<TABLE>
<CAPTION>
                                       Interstate Minutes
                             ---------------------------------------
                                                                                  Combined
                                                                                 Interstate
                                                                       Inter-    and Inter-       Intra-
                                   South-        North-     Calling   national    national        state         Total
For Quarter ended                  bound         bound        Card    Minutes     Minutes        Minutes       Minutes
-----------------------------------------------------------------------------------------------------------------------
                                                              (Amounts in thousands)
<S>                               <C>           <C>           <C>       <C>        <C>           <C>         <C>
 March 31, 2002                   133,455        91,061       1,683     1,413      227,612        40,781       268,393
 June 30, 2002                    144,143       105,001       1,582     1,462      252,188        44,528       296,716
 September 30, 2002               159,564        90,839       1,463     1,527      253,393        46,860       300,253
 December 31, 2002                138,735        78,483       1,341     1,506      220,065        43,595       263,660
                             ------------------------------------------------------------------------------------------
     Total 2002                   575,897       365,384       6,069     5,908      953,258       175,764     1,129,022
                             ==========================================================================================

 March 31, 2003                   132,172        78,882       1,186     1,487      213,727        45,345       259,072
 June 30, 2003                    142,333        83,749       1,107     1,508      228,697        52,489       281,186
 September 30, 2003               159,439        96,512       1,055     1,514      258,520        55,918       314,438
 December 31, 2003                144,829       107,620       1,013     1,546      255,008        49,553       304,561
                             ------------------------------------------------------------------------------------------
     Total 2003                   578,773       366,763       4,361     6,055      955,952       203,305     1,159,257
                             ==========================================================================================

 March 31, 2004                   149,354        94,845         909     1,685      246,793        54,629       301,422
 June 30, 2004                    150,804        83,268         820     1,755      236,647        57,140       293,787
 September 30, 2004               164,019        82,190         767     1,776      248,752        62,055       310,807
 December 31, 2004                147,487        86,285         744     1,713      236,229        54,839       291,068
                             ------------------------------------------------------------------------------------------
     Total 2004                   611,664       346,588       3,240     6,929      968,421       228,663     1,197,084
                             ==========================================================================================
   --------------------------
   All minutes data were taken from our internal billing statistics reports.
   ---------------------------
</TABLE>
We entered into a significant business relationship with MCI in 1993 that
included the following agreements, among others.

     o   We agreed to terminate all Alaska-bound MCI long-distance traffic and
         MCI agreed to terminate all of our long-distance traffic terminating in
         the Lower 49 States excluding Washington, Oregon and Hawaii.
     o   The parties agreed to share certain communications network resources
         and various marketing, engineering and operating resources. We also
         carry MCI's 800, 888, 877 and 866 traffic originating in Alaska and
         terminating in the Lower 49 States and handle traffic for MCI's calling
         card customers when they are traveling in Alaska.

Concurrently with these agreements, MCI purchased approximately 31% of GCI's
Common Stock and presently two representatives serve on our Board. In
conjunction with our acquisition of cable television companies in 1996, MCI
purchased an additional two million shares at a premium to the then current
market price for $13 million or $6.50 per share. MCI sold 4.5 million shares of
GCI Class A common stock in 2002. On December 7, 2004 we repurchased 3,751,509
of our Class A common shares at $8.33 per share and $10 million face value of
our Series C Preferred Stock from MCI. The aggregate amount of the equity
repurchase totaled $41.3 million. At December 31, 2004, MCI owns approximately
2.0% of GCI's Common Stock.

Revenues attributed to MCI's message telephone traffic from these agreements
(excluding Private Line and other revenues) in 2004, 2003 and 2002 totaled $52.8
million, $57.8 million and $54.7

                                       27
<PAGE>
million, or 12.4%, 14.8% and 14.9% of total revenues, respectively. The contract
was amended in March 2001 extending its term five years to March 2006. The
amendment reduced the rate to be charged by us for certain traffic over the
extended term of the contract.

On July 21, 2002 MCI and substantially all of its active United States
subsidiaries filed voluntary petitions for reorganization under Chapter 11 of
the United States Bankruptcy Code in the United States Bankruptcy Court. Chapter
11 allows a company to continue operating in the ordinary course of business in
order to maximize recovery for the company's creditors and shareholders. On July
24, 2003, our contract to provide interstate and intrastate long-distance
services to MCI was extended for a minimum of five years to July 2008. The
agreement sets the terms and conditions under which we originate and terminate
certain types of long-distance and data services in Alaska on MCI's behalf. In
exchange for extending the term of this exclusive contract, MCI will receive a
series of rate reductions implemented in phases over the life of the contract.
On October 31, 2003, MCI's reorganization plan was approved by the United States
Bankruptcy Court and MCI emerged from bankruptcy protection on April 20, 2004.

On February 14, 2005 Verizon Communications Inc. announced it has agreed to
acquire MCI for $4.8 billion in equity and $488 million in cash. In addition,
MCI will pay its shareowners quarterly and special dividends of $4.50 per share,
worth $1.463 billion. In total, the transaction values MCI shares at $20.75 a
share, or $6.746 billion. The board of directors of both companies are reported
to have approved the agreement. In addition to MCI shareowner approval, the
acquisition requires regulatory approvals, which the companies are targeting to
obtain in about a year. Verizon has allowed MCI two weeks beginning in early
March 2005 to conduct additional talks with Quest Communications International,
Inc., another potential buyer. We are unable to predict the impact that a merger
with or an acquisition of MCI will have upon us in the long-term, however given
the materiality of MCI's revenues to us, a significant reduction in traffic or
pricing could have a material adverse effect on our financial position, results
of operations and liquidity.

In 1993 we entered into a long-term agreement with Sprint, pursuant to which we
agreed to terminate all Alaska-bound Sprint long-distance traffic and Sprint
agreed to handle substantially all of our international traffic. Services
provided pursuant to the contract with Sprint resulted in message telephone
service revenues (excluding Private Line and other revenues) in 2004, 2003 and
2002 of approximately $14.9 million, $18.3 million and $23.5 million, or
approximately 3.5%, 4.7% and 6.4% of total revenues, respectively. The contract
was amended in March 2002 extending its term five years to March 2007, with two
one-year automatic extensions thereafter. The amendment reduces the rate to be
charged by us for certain traffic over the extended term of the contract.

With the contracts and amendment described above, we believe that MCI and
Sprint, our two largest customers, will continue to make use of our services
during the extended term. MCI was a major customer of our long-distance services
industry segment through 2004. Sprint met the threshold for classification as a
major customer through 1998, and met the threshold again in 2001.

Other common carrier traffic routed to us for termination in Alaska is largely
dependent on traffic routed to our carrier customers by their customers. Pricing
pressures, new program offerings, revised business plans, and market
consolidation continue to evolve in the markets served by our carrier customers.
If, as a result, their traffic is reduced, or if their competitors' costs to
terminate or originate traffic in Alaska are reduced, our traffic will also
likely be reduced, and we may have to respond to competitive pressures,
consistent with federal law. We are unable to predict the effect of such changes
on our business; however the loss of one or both of MCI or Sprint as customers,
a material adverse change in our relationships with them or a material loss of
or reduction in their long-distance customers would have a material adverse
effect on our financial position, results of operations or liquidity.

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We provide various services to the State of Alaska, BP Alaska, Wells Fargo Bank
Alaska, First National Bank of Alaska, and Alyeska Pipeline Service Company.
Although these customers do not meet the threshold for classification as major
customers, we do derive significant revenues and operating income from them.
There are no other individual customers, the loss of which would have a material
impact on our revenues or operating income.

We provided broadband, Private Line and Private Network communications products
and services, including SchoolAccessTM and rural health Private Line facilities,
to 452 commercial and government customers at the end of 2004. These products
and services generated approximately 17.2%, 15.9% and 14.8% of total revenues
during the years ended December 31, 2004, 2003 and 2002, respectively.

Although we have several agreements to facilitate the origination and
termination of international toll traffic, we have neither foreign operations
nor export sales.  See "Part I -- Item 1 -- Business -- Financial Information
about our Foreign and Domestic Operations and Export Sales" for more
information.

Competition. The long-distance industry is intensely competitive and subject to
constant technological change. Competition is based upon price and pricing
plans, the type of services offered, customer service, billing services,
performance, perceived quality, reliability and availability. AT&T Alascom, as a
subsidiary of AT&T, has access to greater financial, technical and marketing
resources than we have. Future competitors could also be substantially larger
than we are, and have greater financial, technical and marketing resources than
we have.

In the long-distance market, we compete against AT&T Alascom, ACS, MTA, and
certain smaller rural local telephone carrier affiliates. There is also the
possibility that new competitors will enter the Alaska market. In addition,
wireless services continue to grow as an alternative to wireline services as a
means of reaching customers.

Historically, we have competed in the long-distance market by offering discounts
from rates charged by our competitors and by providing desirable packages of
services. Discounts have been eroded in recent years due to lowering of prices
by AT&T Alascom and entry of other competitors into the long-distance markets we
serve. In addition, our competitors have also begun to offer their own packages
of services. If competitors lower their rates further or develop more attractive
packages of services, we may be forced to reduce our rates or add additional
services, which would have a material adverse effect on our financial position,
results of operations or liquidity.

Under the terms of the acquisition of Alascom by AT&T Corp., AT&T Alascom rates
and services must mirror those offered by AT&T Corp., so changes in AT&T Corp.
prices indirectly affect our rates and services. AT&T Corp.'s and AT&T Alascom's
interstate prices are regulated under a price cap plan whereby their rate of
return is not regulated or restricted. Price increases by AT&T Corp. and AT&T
Alascom generally improve our ability to raise prices while price decreases
pressure us to follow. We believe we have, so far, successfully adjusted our
pricing and marketing strategies to respond to AT&T Corp. and other competitors'
pricing practices. However, if competitors significantly lower their rates, we
may be forced to reduce our rates, which could have a material adverse effect on
our financial position, results of operations or liquidity.

On January 31, 2005 SBC Communications Inc. ("SBC") and AT&T announced an
agreement for SBC to acquire AT&T. Under terms of the agreement, approved by the
boards of directors of both companies, shareholders of AT&T will receive total
consideration currently valued at $19.71 per share, or approximately $16
billion. The acquisition, which is subject to approval by AT&T's shareholders
and regulatory authorities, and other customary closing conditions, is expected
to close by the first half of 2006. We cannot predict how this transaction will
affect us at this time.

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ACS and other LECs have entered the interstate and international long-distance
market, and pursuant to RCA authorization, entered the intrastate long-distance
market. ACS and other LECs generally lease or buy long-haul capacity on
long-distance carriers' facilities to provide their interstate and intrastate
long-distance services.

Another carrier completed construction of fiber optic facilities connecting
points in Alaska to the Lower 48 States in 1999. The additional fiber system
provides direct competition to services we provide on our owned fiber optic
facilities, however this fiber system also provides an alternative routing path
for us in case of a major fiber outage in our systems. This carrier filed for
Chapter 11 bankruptcy in 2001 and its assets were sold in 2002. We completed
construction of the AULP West fiber optic cable system in June 2004 that
provides us with owned capacity for route diversity.

In the wireless communications services market, we closed a 10-year distribution
agreement with Dobson in 2004 allowing us to resell Dobson cellular services.
See "Part I -- Item 1 -- Business -- Historical Development of our Business
During the Past Fiscal Year -- Cellular Services Distribution Agreement" for
more information. We provide limited wireless local access and Internet services
using our own facilities. We compete against Dobson, ACS, Alaska DigiTel LLC,
and resellers of those services in Anchorage and other markets.

The wireless communications industry continues to experience significant
consolidation. In October 2004 Cingular Wireless LLC, a joint venture between
SBC Communications Inc. and BellSouth Corp., reported that it completed its
previously announced merger with AT&T Wireless Services Inc. Dobson acquired its
Anchorage wireless properties in a 2003 asset exchange with AT&T Wireless.
Dobson has acquired wireless companies and negotiated roaming arrangements that
give it a national presence. Mergers and joint ventures in the industry have
created large, well-capitalized competitors with substantial financial,
technical, marketing and other resources. These competitors may be able to offer
nationwide services and plans more quickly and more economically than we can,
and obtain roaming rates that are more favorable than those that we obtain.

Our long-distance services sales efforts are primarily directed toward
increasing the number of subscribers we serve, selling bundled services, and
generating incremental revenues through product and feature up-sale
opportunities. We sell our long-distance communications services through
telemarketing, direct mail advertising, door-to-door selling, up-selling by our
customer service personnel, and local media advertising.

We expect competition to increase as new technologies, products and services
continue to develop. We cannot predict which of many possible future
technologies, products or services will be important to maintain our competitive
position or what expenditures will be required to develop and provide these
technologies, products or services. Our ability to compete successfully will
depend on marketing and on our ability to anticipate and respond to various
competitive factors affecting the industry, including new services that may be
introduced, changes in consumer preferences, economic conditions, market and
competitor consolidation, and pricing strategies by competitors. To the extent
we do not keep pace with technological advances or fail to timely respond to
changes in competitive factors in our industry and in our markets we could lose
market share or experience a decline in our revenue and net income. Competitive
conditions create a risk of market share loss and the risk that customers shift
to less profitable lower margin services. Competitive pressures also create
challenges to our ability to grow new business or introduce new services
successfully and execute our business plan. Each of our business segments also
faces the risk of potential price cuts by our competitors that could materially
adversely affect our long-distance segment market share and results of
operations.

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<PAGE>
Cable Services

Industry. The programmed video services industry includes traditional broadcast
television, cable television, satellite systems such as DBS, private cable
operators, LEC entry, broadband service providers, wireless cable, open video
systems, home video sales and rentals, Internet video, and electric and gas
utilities. Cable television providers have added non-broadcast programming,
utilized improved technology to digitize signals and increase channel capacity,
and expanded service markets to include more densely populated areas and those
communities in which off-air reception is not problematic. Broadcast television
stations including network affiliates and independent stations generally serve
the urban centers. One or more local television stations may serve smaller
communities. Rural communities may not receive local broadcasting or have cable
systems but may receive direct broadcast programming via a satellite dish. More
rural communities are receiving local and regional station programming as
satellite system providers obtain local and regional programming content.

During the last 50 years, the cable television industry has experienced
extensive growth and transformation. From initially offering clear reception of
broadcast stations, cable has grown into a broadband provider of video, Internet
and voice telephone services, expanding from analog technology to an
increasingly digital platform. The NCTA reports that more than one-third of U.S.
cable customers were reported to have subscribed to digital cable television
service at the end of the third quarter of 2004.

The 1996 Telecom Act enabled cable television operators to undertake a multiyear
upgrade of cable system infrastructure and lead in the transition from an analog
platform to a broadband digital platform. Industry progress was made in 2004 to
further deploy HDTV, video-on-demand, interactive and other new consumer-driven
services that rely on the broadband digital platform.

Cable television operators and programmers began providing HDTV services in
2002. HDTV has been described by some analysts as the most dramatic change for
viewers since the introduction of color television. The NCTA reports that as of
September 1, 2004, 90 million U.S. television households were passed by a cable
system that offered HDTV, a growth of 140% since January 1, 2003, when HDTV was
available to 37.5 million households. In addition, the amount of cable HDTV
programming increased steadily, and now comes from a broader programming
services group.

The NCTA reported that in December 2002, the consumer electronics and cable
industries reached agreement on standards for the creation of digital cable
ready equipment for the home. The FCC approved those standards in September 2003
and new sets are readily available in retail outlets. However, this first
generation of standards does not address interactive services, including, among
other things, pay-per-view programming, video-on-demand, interactive program
guides, interactive gaming, and interactive retailing. Customers must still use
set-top boxes to receive those services.

The NCTA reported that at December 31, 2004, more than 113 million homes were
passed by cable plant with a capacity of at least 550MHz, and over 99 million
homes were passed by systems with a capacity of 750MHz or higher. The FCC
reports that the cable industry has upgraded almost 91% of its plant to 750MHz
capacity or higher. The NCTA reported that more than 105 million households were
reported to have been passed by activated two-way plant at the end of 2004.
Industry analysts forecast that more than 109 million households will be passed
by activated two-way plant by the end of 2005. These upgrades position cable
companies to compete more effectively with their DBS competitors.

The growth of DBS is still, in part, attributable to the authority granted to
DBS operators to distribute local broadcast television stations in their local
markets by the Satellite Home Viewer Improvement Act of 1999 ("SHVIA"). In
November 2004, the U.S. Congress passed a five-year extension of the SHVIA,
which allows DBS operators to retransmit distant broadcast TV signals to
underserved areas.

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<PAGE>
Continued DBS subscriber growth is expected as local programming is offered in
more markets. The FCC reports that DBS continues to increase its share of the
MVPD market, while other MVPD providers continue to experience losses in market
share.

The NCTA reports that basic cable customers increased approximately 0.3% in 2004
to 73.6 million, while non-cable MVPD customers increased 7.7% to 26.9 million
customers during the first three quarters of 2004. Between December 1994 and
September 2004, the number of non-cable MVPD customers increased from 4.2
million to 26.9 million.

The North American cable TV market was reported by the FCC to have remained
stable in 2004, while DBS subscriberships increased at double-digit rates of
growth. The FCC reports that DBS subscribership continues to grow at nearly
double digit rates of growth every year, and its share of the marketplace is
increasing.

The NCTA reports that while the number of basic cable TV subscribers increased
approximately 0.3% in 2004, digital cable TV subscriber growth reached 13%
during the year ended September 30, 2004. Analysts believe that cable TV
subscriber growth in the future may result from cable television operators'
ability to attract new subscribers to their traditional analog video services,
and from ongoing deployments of digital video, video-on-demand, voice, and
high-speed data services. Analysts believe that expanded digital services allow
cable operators to differentiate their services from competing
telecommunications and pay-TV service providers.

As a converged platform, cable is a viable competitive alternative outside its
traditional video space, not only in the broadband space as a competitor with
technology such as DSL, but also in traditional telephony services as voice
becomes another application that is carried on data centric networks.

The most significant convergence of service offerings over cable plant continues
to be the pairing of Internet service with other service offerings. Cable
operators continue to build-out the broadband infrastructure that permits them
to offer high-speed Internet access. The most popular way to access the Internet
over cable is still through the use of a cable modem and personal computer.
Virtually all of the major multiple system operators offer Internet access via
cable modems in portions of their service areas. Like cable, the DBS industry is
developing ways to bring advanced services to their customers. Many MMDS and
private cable operators also offer Internet access services. In addition,
broadband services providers continue to build advanced systems specifically to
offer a bundle of services, including video, voice, and high-speed Internet
access. We currently offer high-speed cable modem access in Anchorage, Bethel,
Cordova, Juneau, Eielson Air Force Base, Elmendorf Air Force Base, Fairbanks,
Fort Richardson, Fort Wainwright, Homer, Kenai, Kodiak, Ketchikan, Nome, North
Pole, Palmer, Petersburg, Seward, Sitka, Soldotna, Wasilla, Wrangell, and
Valdez.

The cable industry has expanded its competitive offerings to include business
and residential telephone services delivered over its fiber optic
infrastructure. Cable-delivered telephone service is a natural extension of a
network already capable of delivering digital and broadband services and
products. Once upgraded to a two-way capability, a cable system can offer
telephone service over the same cable line that already carries digital video,
high speed Internet, and other advanced services to consumers. Cable operators
are beginning to deploy voice over IP telephony in addition to circuit-switched
telephony offerings. Circuit-switched service requires large capital
expenditures for switching equipment in addition to facility upgrades. Voice
over IP is more modular and does not require the large upfront cost needed to
deploy circuit-switched service. Voice over IP utilizes the data path already
built, and is expected to allow for easy software changes and additions to
service packages including innovative combinations of voice, data, and fax
services. The NCTA reports that cable-delivered residential telephone service
subscribers in the United States totaled an estimated 2.8 million through
September 2004.

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With digital transmissions and compression, cable operators are better able to
offer a variety and quality of channels to rival DBS and video-on-demand. In
2000 we installed a commercial version of video-on-demand for the Anchorage
hotel market and continue to evaluate the feasibility of deploying a
video-on-demand technology in the residential market. With this service,
customers can access a wide selection of movies and other programming at any
time, with digital picture quality.

Kagan World Media reported that estimated 2004 total cable industry revenue
reached $57.6 billion, an approximate 12.3% increase from $51.3 billion in 2003.
Operators face constant pressure to keep rate increases at a minimum. According
to the FCC, the average monthly rate for cable services rose 5.4% over the
12-month period ending January 1, 2004 to $45.32, as compared to a 7.8 percent
increase reported over the 12-month period ending January 1, 2003. Over the past
several years, the FCC reports that operators have averaged annual rate
increases in the 5% range.

The FCC reports that cable operators attributed rate increases to increased
programming costs, an increase in the number of video and non-video services
offered, system upgrades, and general inflationary pressures. The escalation of
programming costs continues to adversely impact the economics of cable
operators. Programming costs are reported to be the largest cost item for major
system operators and the fastest growing operating cost item for most. The NCTA
reported that, on the basis of financial data supplied to them by nine cable
operators, they found that these operators' yearly programming expenses, on a
per-subscriber basis, increased from $122 in 1999 to $180 in 2002 -- a 48
percent increase.

The NCTA reports that cable penetration of TV households totaled 67.1% at
December 31, 2004. Our overall average penetration of homes passed was 65.0% at
December 31, 2004 with individual systems ranging from 49.8% to 83.4%.

In Alaska, cable television was introduced in the 1970s to provide television
signals to communities with few or no available off-air television signals and
to communities with poor reception or other reception difficulties caused by
terrain interference. Since that time, as on the national level, the cable
television providers in Alaska have added non-broadcast programming, and DBS
providers have added local broadcast programming.

The market for programmed video services in Alaska includes traditional
broadcast television, cable television, wireless cable, and DBS systems.
Broadcast television stations including network affiliates and independent
stations, serve the urban centers in Alaska. Eight, six and five broadcast
stations serve Anchorage, Fairbanks and Juneau, respectively. In addition,
several smaller communities are served by one local television station that is
typically a PBS affiliate. Other rural communities without cable systems receive
a single state sponsored channel of television by a satellite dish and a low
power transmitter.

Advancements in technology, facility upgrades and plant expansions to enable the
ongoing migration to digital programming are expected to continue to have a
significant impact on cable services in the future. We expect that changing
federal, state and local regulations, intense competition, and developing
technologies and standards will continue to challenge the industry.

See "Part I -- Item I -- Business, Regulation, Franchise Authorizations and
Tariffs -- Cable Services" for more information.

General. We are the largest operator of cable systems in Alaska, serving
approximately 134,700 residential, commercial and government basic subscribers
at December 31, 2004. Our cable television systems serve 35 communities and
areas in Alaska, including the state's four largest urban areas, Anchorage,
Fairbanks, the Mat-Su Valley and Juneau. Our statewide cable systems consist of
approximately 2,300 miles of installed cable plant having 450 to 625 MHz of
channel capacity.

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<PAGE>
Products. Programming services offered to our cable television systems
subscribers differ by system. The following information describes our service
offerings as of December 31, 2004.

     Anchorage and Mat-Su Valley system. The Anchorage and Mat-Su Valley system,
     which is located in the urban center for Alaska, offers a basic analog
     service that includes approximately 18 channels and a fully addressable
     digitally delivered expanded basic service with 50 video programming
     channels and 47 digital music channels. This system also carries three
     digital tiers totaling 34 channels, two HD channels with the rental of an
     HD set-top converter, a five channel HD tier, digital video recorders , and
     over 75 channels of premium (including two foreign language channels and
     three HD channels) and pay-per-view products. Commercial subscribers such
     as hospitals, hotels and motels are charged negotiated monthly service
     fees. Apartment and other multi-unit dwelling complexes can receive service
     at a negotiated bulk rate with the opportunity for additional services on a
     tenant-pay basis.

     Fairbanks system. This system offers a basic analog service with 12
     channels and a fully addressable digitally delivered expanded basic service
     with 46 channels. This system also carries 17 digital special interest
     channels, 47 channels of digital music, and over 70 channels of premium and
     pay-per-view products.

     Juneau, Kenai, Soldotna, and Ketchikan systems. These systems offer a basic
     analog service with 13 to 18 channels and an additional analog tier (analog
     and digital delivery technologies are used in Ketchikan) with 35 to 44
     channels. These systems also carry a digital programming tier with over 17
     special interest channels, 47 channels of digital music, and over 50
     channels of digitally delivered premium and pay-per-view products.

     Sitka System. This location offers an advanced analog service with a 15
     channel basic service, a 37 channel expanded basic service, five channels
     of premium service, four channels of pay-per-view and 31 music channels.

     Cordova, Kodiak, Nome, Seward, and Valdez systems. These systems offer a
     basic analog service with 12 to 15 channels and an additional analog tier
     (analog and digital delivery technologies are used in Kodiak) with 35 to 38
     channels. These systems also carry 47 channels of digital music and over 56
     channels of digitally delivered premium and pay-per-view products.

     Other systems. We own systems in the Alaska communities and areas of
     Bethel, Homer, Kotzebue, Petersburg, and Wrangell. These analog systems
     offer a basic service with 11 to 15 channels and an expanded basic service
     with 36 to 38 channels. Five channels of premium service are also available
     in all systems. Music service is available in Petersburg and Wrangell.
     Pay-per-view is available in Homer, Kotzebue, Petersburg, and Wrangell.
     Beginning in February, 2005, our Barrow system has one tier of service with
     53 channels, four premium channels, and three pay-per-view channels.

Facilities. Our cable television businesses are located in Anchorage, Bethel,
Chugiak, Cordova, Douglas, Eagle River, Eielson AFB, Elmendorf AFB, Fairbanks,
Fort Greely, Fort Richardson, Fort Wainwright, Homer, Juneau, Kachemak, Kenai,
Ketchikan, Kodiak, Kodiak Coast Guard Air Station, Kotzebue, Mount Edgecombe,
Nome, North Pole, Palmer, Petersburg, Peters Creek, Prudhoe Bay, Saxman, Seward,
Sitka, Soldotna, Valdez, Ward Cove, Wasilla, and Wrangell, Alaska. Our
facilities include cable plant and head-end distribution equipment. Certain of
our head-end distribution centers are co-located with customer service, sales
and administrative offices.

Customers. Our cable systems passed approximately 207,200, 202,200 and 196,900
homes at December 31, 2004, 2003 and 2002, respectively, and served
approximately 134,700, 134,400 and 136,100 basic subscribers at December 31,
2004, 2003 and 2002, respectively. Revenues derived

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<PAGE>
from cable television services totaled $101.4 million, $96.0 million and $88.7
million in 2004, 2003 and 2002, respectively.

Competition. The 1996 Telecom Act removed barriers to telephone company or LEC
entry into the video marketplace to facilitate competition between incumbent
cable operators and telephone companies. At the time of the 1996 Telecom Act, it
was expected that LECs would compete in the video delivery market and that cable
operators would provide local telephone exchange service. Two of the largest
ILECs have announced plans to offer video via Internet protocol technology. A
few smaller LECs continue to offer, or are preparing to offer, multi-channel
video programming distribution.

We believe our greatest source of competition comes from the DBS industry. Two
major companies, DirecTV and Echostar are currently offering nationwide
high-power DBS services. In the past, the majority of Alaska DBS subscribers
were required to bear the cost of and install larger satellite dishes (generally
three to six feet in diameter) because of the weaker satellite signals available
in northern latitudes, particularly in communities surrounding, and north of,
Fairbanks. In addition, the satellites had a relatively low altitude above the
horizon when viewed from Alaska, making their signals subject to interference
from mountains, buildings and other structures. Recent satellite placements
provide Alaska and Hawaii residents with a DBS package that requires a smaller
satellite dish (typically 18 inches); however, a second larger dish is required
if the subscriber wants to receive a channel line-up similar to that provided by
our cable systems with HD programming. In addition to the dish and equipment
cost deterrents, DBS signals are subject to degradation from atmospheric
conditions such as rain and snow.

Our cable television systems face competition from alternative methods of
receiving and distributing television signals, including digital video service
over telephone lines, broadband IP based services, wireless and SMATV systems,
and from other sources of news, information and entertainment such as off-air
television broadcast programming, newspapers, movie theaters, live sporting
events, interactive computer services, Internet services and home video
products, including videotape cassette and video disks. Our cable television
systems also face competition from potential overbuilds of our existing cable
systems by other cable television operators.

Several ILECs in the Lower 48 and the largest ILEC in Alaska have announced
marketing arrangements to provide DBS services along with local telephone and
other services. Similar arrangements could be extended to other ILECs in the
markets we serve in Alaska. In August 2003 DBS service provider EchoStar
launched Anchorage local network programming for an additional fee. We will
continue to strive to compete effectively by providing, at reasonable prices and
in competitive bundles, a greater variety of communication services than are
available off-air or through other alternative delivery sources. Additionally,
we believe we offer superior technical performance and responsive
community-based customer service.

In November 2003, the ILEC in the Mat-Su Valley launched digital video service
over telephone lines in limited areas. Its product offerings and price points
are similar to our product offerings. The ILEC in Ketchikan has indicated its
intent to launch a similar service in 2005.

Competitive forces will be counteracted by offering expanded programming through
digital services and by providing high-speed data services. System upgrades have
been completed to make our systems reverse activated, providing the necessary
infrastructure to offer cable modem service to greater than 99% of our homes
passed. Digital delivery technology is being utilized in all but six of our
systems. We expect to utilize this technology in the remaining six systems
within two years. These plant upgrades combined with local broadcast programming
and bundled packages are expected to provide an attractive product in comparison
to competitive offerings. In 2002, seven-year retransmission agreements were
signed with Anchorage broadcasters. These agreements provide for the
uplink/downlink of their signals into all our systems, and local programming for
our customers.

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High-speed data access competition takes two primary forms: cable modem access
service and DSL service. Wireless services are also becoming more prevalent. DSL
service provides Internet access to subscribers at data transmission speeds
similar to cable modems over traditional telephone lines. Numerous companies,
including telephone companies, have introduced DSL service, and certain
telephone companies are seeking to provide high-speed broadband services,
including interactive online services, without regard to present service
boundaries and other regulatory restrictions. Wireless, both from a fixed and
mobile implementation, is becoming more available. Fixed wireless providers are
using newer technologies to deliver broadband to subscribers. Wireless vendors
in Anchorage are competing for broadband subscribers. In other locations in the
Lower 49 States, public organizations such as municipalities and education
organizations have begun implementing mobile wireless broadband over specific
geographic areas such as parks, campuses and major downtown business areas.
Companies in the Lower 49 States, including telephone companies and ISPs, have
asked local, state and federal governments to mandate that cable communications
systems operators provide capacity on their cable infrastructure, so these
companies and others may deliver Internet services directly to customers over
cable facilities. The FCC determined in March 2002 that cable system operators
will not be required to provide such "open access" to others. See "Part I --
Item 1 -- Business, Regulation, Franchise Authorizations and Tariffs -- Cable
Services" for more information.

Other new technologies may become competitive with non-entertainment services
that cable television systems can offer. The FCC has authorized television
broadcast stations to transmit textual and graphic information useful to both
consumers and businesses. The FCC also permits commercial and non-commercial FM
stations to use their subcarrier frequencies to provide non-broadcast services
including data transmissions. The FCC established an over-the-air interactive
video and data service that will permit two-way interaction with commercial and
educational programming along with informational and data services. LECs and
other common carriers also provide facilities for the transmission and
distribution to homes and businesses of interactive computer-based services,
including the Internet, as well as data and other non-video services. The FCC
has conducted spectrum auctions for licenses to provide PCS, as well as other
services. PCS and other services will enable license holders, including cable
operators, to provide voice and data services. We own a statewide license to
provide PCS in Alaska.

Cable television systems generally operate pursuant to franchises granted on a
non-exclusive basis. The 1992 Cable Act gives local franchising authorities
jurisdiction over basic cable service rates and equipment in the absence of
"effective competition," prohibits franchising authorities from unreasonably
denying requests for additional franchises and permits franchising authorities
to operate cable systems. Well-financed businesses from outside the cable
industry (such as the public utilities that own certain of the poles on which
cable is attached) may become competitors for franchises or providers of
competing services.

On December 30, 2004, GCI Cable, Inc, applied to the Regulatory Commission of
Alaska to amend its certificates to include areas where population growth has
occurred and is likely to occur over the next five years. The proposed service
area changes are in Anchorage, Bethel, Cordova, Fairbanks, Homer,
Juneau-Douglas, Kenai, Soldotna, Sterling, Ketchikan, Kodiak, Kotzebue, Nome,
Palmer-Wasilla, Petersburg, Seward, Sitka, Valdez and Wrangell.

Our cable service sales efforts are primarily directed toward increasing the
number of subscribers we serve, selling bundled services, and generating
incremental revenues through product and feature up-sale opportunities. We sell
our cable services through telemarketing, direct mail advertising, door-to-door
selling, up-selling by our customer service personnel, and local media
advertising.

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Advances in communications technology as well as changes in the marketplace are
constantly occurring. We cannot predict the effect that ongoing or future
developments might have on the communications and cable television industries or
on us specifically.

Local Access Services

Industry. The FCC reported that end-user customers in the U.S. obtained local
service at June 30, 2004 by means of 148 million ILEC switched access lines, 32
million CLEC switched access lines, and 167 million mobile wireless telephone
service subscriptions.

The FCC reported that total CLEC end-user switched access lines increased by 7%
during the first half of 2004, from 30 million to 32 million lines. By
comparison, total CLEC lines increased by 10% during the preceding six months,
from 27 to 30 million lines. For the full twelve month period ending June 30,
2004, CLEC end-user lines increased by 19%. Approximately 18% of the 180 million
total end-user switched access lines were reported by CLECs, compared to 16% a
year earlier.

The FCC further reported that approximately 65% of reported CLEC switched access
lines serve residential and small business customers, compared to approximately
77% of ILEC lines. CLECs reported 15% of total residential and small business
switched access lines, and 25% of the total medium and large business,
institutional, and government customer access lines.

The FCC reported that CLECs reported providing about 16% (a decline from 43% in
December 1999) of their switched access lines by reselling the services of other
carriers, about 61% (an increase from 24% in December 1999) by means of UNE
loops leased from other carriers, and about 23% of switched access lines over
their own local loop facilities.

The FCC reports that since December 1999, the percentage of nationwide CLEC
switched access lines reported to be provisioned by reselling services has
declined steadily, to 16% at the end of June 2004, and the percentage
provisioned over UNE loops has grown steadily, to 61% at June 30, 2004. The FCC
reported that ILECs provided about 1.6 million switched access lines to
unaffiliated carriers on a resale basis at the end of June 2004, down from 1.8
million six months earlier. The FCC reported that ILECS provided 21.4 million
unbundled loops (with or without unbundled switching) to unaffiliated carriers
at June 30, 2004, up from 19.4 million six months earlier.

UNE loops provided with ILEC switching (UNE-Platform) have increased faster than
UNE loops provided without switching. The FCC reported that ILECs provided
approximately 13% more UNE loops with switching to unaffiliated carriers at the
end of June 2003 than they reported six months earlier (17.1 million compared to
15.2 million) and about 1% fewer UNE loops without switching (about 4.3
million).

The FCC reports that at June 30, 2004 in the U.S., local telephone service was
provided by CLECs to over 3.3 million coaxial cable connections, which
constituted approximately 45% of the 7.5 million switched access lines provided
by CLECs over their own local loop facilities, approximately 10% of all switched
access lines reported by CLECs, and approximately 2% of total switched access
lines.

Cable telephony deployments in the U. S. continue to expand using proprietary,
circuit switched technology. More hardware has become available that is DOCSIS
1.1 qualified, which provides quality of service necessary for voice services.
Cable telephony services continue to expand as cable television operators expand
their video, data, and voice service offerings. A significant driver for cable
telephony is the bundling of telephony services with existing digital video and
high speed data services.

Industry analysts estimate that worldwide cable telephony subscribers totaled
11.8 million at the end of 2004, are expected to exceed 14 million by late 2005,
and will grow to over 22 million by the end

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of 2008. The vast majority of cable-telephony subscribers reportedly rely on
circuit-switched technology. Of the 11.8 million worldwide cable-telephony
subscribers at the end of 2004, less than 500,000 were using Voice over Internet
Protocol ("VoIP") technology.

We began deploying a cable telephony solution in the second quarter of 2004 that
meets our needs and we believe meets the needs of our customers.

The communications industry has been burdened by regulatory uncertainty as a
result of successive court reversals of the FCC's core local competition rules.
In response to such court reversals and to remove uncertainty, the FCC adopted
new rules for network unbundling obligations of ILECs in December 2004. See
"Part I -- Item I -- Business, Regulation, Franchise Authorizations and Tariffs
-- Local Access Services" for more information.

General. Our local exchange and exchange access services ("local access
services") segment entered the local services market in Anchorage in 1997,
providing services to residential, commercial, and government users. At December
31, 2004 we could access approximately 93%, 71%, and 48% of Anchorage,
Fairbanks, and Juneau area local loops, respectively, from our collocated remote
facilities and DLC installations, excluding Wainwright and Eielson areas.

Products. Our own DLPS facilities and collocated remote facilities that access
the ILEC's unbundled network element loops allow us to offer full featured local
service products to both residential and commercial customers, and provide
Private Line service products to commercial customers. In areas where we do not
have our own DLPS facilities or access to ILEC loop facilities, we offer service
using total service resale of the ILEC's local service in Anchorage, and either
total service resale or UNE platform in Fairbanks and Juneau.

Our package offerings are competitively priced and include popular features,
such as the following.

        o   Enhanced call waiting               o  Caller ID
        o   Caller ID on call waiting           o  Free caller ID box
        o   Anonymous call rejection            o  Call forwarding
        o   Call forward busy                   o  Call forward no answer
        o   Enhanced call waiting               o  Fixed call forwarding
        o   Follow me call                      o  Intercom service forwarding
        o   Multi-distinctive ring              o  Per line blocking
        o   Selective call forwarding           o  Selective call acceptance
        o   Selective call rejection            o  Selective distinctive alert
        o   Speed calling                       o  Three way calling
        o   Voice mail                          o  Inside wire repair plan
        o   Non-listed number                   o  Non-published number

Facilities. In Anchorage we utilize a centrally located Lucent 5ESS host
switching system, have collocated six remote facilities adjacent to or within
the ILEC's local switching offices to access unbundled loop network elements,
and have installed a DLC system adjacent to a smaller, seventh ILEC wire center
for access to unbundled loop network elements. Remote and DLC facilities are
interconnected to the host switch via our diversely routed fiber optic links.
Additionally, we provide our own facilities-based services to many of
Anchorage's larger business customers through expansion and deployment of SONET
fiber transmission facilities, DLC facilities, and leased HDSL and T-1
facilities.

In April 2004 we successfully launched our Digital Local Phone Service ("DLPS")
deployment utilizing our Anchorage coaxial cable facilities. This delivery
method allows us to utilize our own cable facilities to provide local access
service to our customers and avoid paying local loop charges to the ILEC. To

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ensure the necessary equipment is available to us we have committed to purchase
a certain number of outdoor network powered multi-media adapters.

In Fairbanks and Juneau we employ Lucent Distinctive Remote Module switching
systems (5ESS) and have collocated DLC systems adjacent to the ILEC's local
switching office and within the ILEC's wire center to access unbundled loop
network elements.

Customers. We had approximately 112,100, 106,100 and 96,100 local lines in
service from Anchorage, Fairbanks, and Juneau, Alaska subscribers at December
31, 2004, 2003 and 2002, respectively. We began providing local access services
in Fairbanks in 2001 and in Juneau in 2002. The 2004 line count consists of
approximately 60.3% residential access lines and 35.3% business access lines,
including 4.4% Internet service provider access lines. We ended 2004 with market
share gains in substantially all market segments.

Revenues derived from local access services in 2004, 2003 and 2002 totaled $47.0
million, $39.0 million and $32.1 million, respectively, representing
approximately 11.1%, 10.0% and 8.7% of our total revenues in 2004, 2003 and
2002, respectively.

Competition. In the local access services market the 1996 Telecom Act, judicial
decisions, and state legislative and regulatory developments have increased the
overall likelihood that barriers to local telephone competition will be reduced
or removed. These initiatives include requirements that ILECs negotiate with
entities, including us, to provide interconnection to the existing local
telephone network, to allow the purchase, at cost-based rates, of access to
unbundled network elements, to establish dialing parity, to obtain access to
rights-of-way and to resell services offered by the ILEC.

The 1996 Telecom Act also provides ILECs with new competitive opportunities. We
believe that we have certain advantages over these companies in providing
communications services, including awareness by Alaskan customers of the GCI
brand-name, our facilities-based communications network, and our prior
experience in, and knowledge of, the Alaskan market.

Data obtained from the RCA indicates that there are 23 ILECs and 17 CLECs
certified to operate in the State of Alaska. We compete against ACS, the ILEC in
Anchorage, Juneau and Fairbanks, and with AT&T Alascom in the Anchorage service
area. AT&T Alascom offers local exchange service only to residential customers
through total service resale. We also compete in the business market against
TelAlaska Long Distance, Inc. ("TelAlaska") in the Anchorage service area.

ACS, through subsidiary companies, provides local telephone services in
Fairbanks and Juneau, Alaska. These ACS subsidiaries were classified as Rural
Telephone Companies under the 1996 Telecom Act, which entitled them to an
exemption of certain material interconnection terms of the 1996 Telecom Act,
until and unless such "rural exemption" were examined and discontinued by the
RCA. On October 11, 1999, the RCA issued an order terminating rural exemptions
for the ACS subsidiaries operating in the Fairbanks and Juneau markets so that
we could compete with these companies in the provision of local telephone
service pursuant to the terms of Section 251(c) of the 1996 Telecom Act. These
rural exemptions limited the obligation of the ILECs in these markets to provide
us access to UNEs at rates under the pricing standard established by the FCC.
ACS appealed these decisions.

On December 12, 2003, the Alaska Supreme Court issued a decision in which it
reversed the RCA's rural exemption decision on the procedural ground that the
competitor, not the incumbent, must shoulder the burden of proof. The Court
remanded the matter to the RCA for reconsideration with the burden of proof
assigned to us. In accordance with the Court's ruling, the RCA re-opened the
rural exemption dockets and scheduled a hearing to take place on April 19, 2004.
On April 18, 2004, we and ACS entered into a comprehensive settlement that, in
part, included a relinquishment by ACS of its rural exemption for Juneau and
Fairbanks. In accordance with the settlement, the parties moved

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the RCA for a dismissal of the rural exemption inquiry, which the Commission
granted on April 21, 2004.

By letter, submitted also to the RCA, on January 12, 2004, we made a bona fide
request for interconnection for the purposes of local access competition with
MTA, under the provisions of the 1996 Telecom Act. We submitted this request to
MTA on the grounds that it waived its rural exemption under the terms of Section
251(f)(1)(C) when it launched its new video service through its wholly owned
subsidiary MTA Vision, Inc. in competition with our cable television service.
MTA, however, refused to comply with the negotiation and arbitration provisions
under the Act claiming that it still retains a rural exemption. We filed a
complaint with the RCA to resolve this dispute, and the RCA conducted a public
hearing on the matter on October 20, 2004. On February 22, 2005, the RCA
released a ruling that MTA's rural exemption for the areas served by MTA Vision,
Inc. had been lifted and that we may negotiate and arbitrate interconnection
with MTA. We tendered a new interconnection request to MTA on February 25, 2005
and are proceeding with such negotiations. In the event negotiations are
unsuccessful, an arbitration will be requested which must be completed under the
provisions of the 1996 Telecom Act by November 25, 2005. Following the entry
into an Interconnection Agreement by arbitration, we intend to commence local
service entry into the Mat-Su Valley during 2007.

We expect further competition in the marketplaces we serve as other companies
may receive certifications. We expect further competition in business customer
telephone access, Internet access, DSL and Private Line markets.

We continue to offer local exchange services to substantially all consumers in
the Anchorage, Juneau and Fairbanks service areas, primarily through our own
facilities and unbundled local loops leased from ACS.

Our local services sales efforts continue to focus on increasing the number of
subscribers we serve, selling bundled services, and generating incremental
revenues through product and feature up-sale opportunities. We sell our local
services through telemarketing, direct mail advertising, up selling by our
customer service personnel, and door-to-door selling.

You should see "Part I -- Item 1 -- Business, Regulation, Franchise
Authorizations and Tariffs -- Communications Operations" for more information.

Internet Services

Industry. The Internet continues to expand at a significant rate. The Internet
Systems Consortium reports that, worldwide, approximately 285 million web sites
were hosted at the end of July 2004, an increase of 22% from 233 million at the
end of January 2004. Jupiter Research reports that the percent of U. S.
households with a computer grew from 71.1 million in 2001 to a projected 80.8
million in 2004, which represents approximately 73% of U.S. households.
Nielsen//NetRatings reports that an estimated 197.8 million Internet users
existed in the U.S. in November 2004, representing approximately 66.8% of the
total U.S. population.

For the first time broadband Internet service users exceed dial-up users. As of
July 2004, an estimated 49% of U. S. Internet connected households were reported
by Nielsen//NetRatings to access the Internet using dial-up modems. Growth in
the proportion of households accessing the Internet with broadband connections
continues, but at a slower rate as compared to 2003. We believe high-speed
Internet access will likely become the dominant access method for residential
Internet users as broadband becomes more widely available, more flexibly priced,
and as new kinds of entertainment, content and services emerge.

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The FCC reported that high-speed lines (those that provide services at speeds
exceeding 200 kbps in at least one direction) connecting homes and businesses to
the Internet in the U.S. increased by 15% during the first half of 2004, from
28.2 million to 32.5 million lines, compared to a 20% increase, from 23.5
million to 28.2 million lines, during the second half of 2003. Approximately
30.1 million of the 32.5 million total lines served residential and small
business subscribers, a 16% increase from the 26.0 million lines reported six
months earlier.

The FCC further reported that of the 32.5 million high-speed lines, 23.5 million
provided advanced services, i.e., services at speeds exceeding 200 kbps in both
directions. Advanced services lines increased 15% from 20.3 million lines to
23.5 million lines during the first half of 2004. Approximately 21.2 million of
the 23.5 million advanced services lines served residential and small business
subscribers.

Cable modem Internet access continues to be the primary means of accessing the
Internet in the United States over broadband networks. Industry analysts believe
that a cable network upgrade is more efficient than is a DSL network upgrade,
largely because of the individual local loops that must be provisioned for DSL,
with central office proximity a severe mitigating factor. In contrast, cable
networks are upgraded into smaller discrete nodes. Less costly and more
efficient upgrades required for cable modem usage lead to greater scalability.
Analysts believe that cable operators have more incentive to upgrade networks
and have potentially higher returns due to the potential for new sources of
revenue from digital cable, telephony and other products that are made possible
from such upgrades.

DSL is the most significant broadband competitor to cable modem service, with an
estimated 11.4 million U. S. subscribers through June 2004 according to FCC
reports. High-speed asymmetric DSL lines in service increased by 20% during the
first half of 2004. Cable's offering of high-speed Internet access was reported
by the FCC to have experienced customer growth of 13% during the first six
months of 2004. The FCC reports that U. S. cable modem subscribers totaled an
estimated 18.6 million through June 2004. In-Stat reports that there were 42
million worldwide cable modem users at the end of 2004, up from a total of 31
million at the end of 2003.

The FCC reports that high-speed connections to end users by means of satellite
or terrestrial wireless technologies increased by 15% in the U.S. during the
first half of 2004, accounting for approximately 1.1 million connections at the
end of June 2004.

Industry analysts believe that broadband deployment will continue to bring
valuable new services to consumers and advance many other objectives, such as
improving education advancing economic opportunities. With an estimated 74
million basic cable households in the United States and an estimated 81 million
households owning a computer, broadband cable Internet access growth is expected
to continue as new advanced services are deployed.

On December 3, 2004 President Bush signed into law a three-year moratorium on
Internet access taxes. The law extends a ban on Internet taxes that expired on
November 1, 2003. Analysts believe that keeping the Internet free of such taxes
will create an environment for innovation and will ensure that electronic
commerce will remain a vital and growing part of the economy of the United
States.

See "Part I -- Item I -- Business, Regulation, Franchise Authorizations and
Tariffs -- Internet Services" for more information.

General. Our Internet services division entered the Internet services market in
1998, providing retail services to residential, commercial, and government users
and providing wholesale carrier services to other ISPs. We were the first
provider in Anchorage to offer commercially available DSL products.

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<PAGE>
Products. We primarily offer three types of Internet access for residential use:
dial-up, fixed wireless and high-speed cable modem Internet access. Our
residential high-speed cable modem Internet service offers up to 4 Mbps access
speeds as compared with up to 56 kbps access through standard copper wire
dial-up modem access. Our fixed wireless product is available in 129 communities
with plans to expand to 13 more in 2005. Three distinct products are offered; 56
kbps, 256 kbps, and 256 kbps for multiple computers. We provide 24-hour customer
service and technical support via telephone or online. An entry-level cable
modem service also offers free data transfer up to one gigabyte per month at a
rate of 64 Kbps and can be connected 24-hours-a-day, 365-days-a-year, allowing
for real-time information and e-mail access. This product acts as a dialup
replacement and upgrade since it is always connected and provides more efficient
data transfer. Cable modems use our coaxial cable plant that provides cable
television service, instead of the traditional ILEC copper wire. Coaxial cable
has a much greater carrying capacity than telephone copper wire and can be used
to simultaneously deliver both cable television (analog or digital) and Internet
access services.

At the end of 2003 we launched an initiative to increase the speed of our entry
level broadband cable modem level service from 512 kbps to 1 mbps for new and
current customers in Anchorage, Kenai/Soldotna and the Mat-Su Valley. The
initiative was completed in September 2004. This new service level was available
in Fairbanks in December of 2004 and Juneau in January 2005. Additional cable
modem service packages tailored to high-use residential and commercial Internet
users are also available.

We currently offer several Internet service packages for commercial use: dial-up
access, DSL, T-1 and fractional T-1 leased line, frame relay, multi-megabit and
high-speed cable modem Internet access. Our business high-speed cable modem
Internet service offers access speeds ranging from 512 kbps to 2.4 Mbps, free
monthly data transfers of up to 30 gigabytes and free 24-hour customer service
and technical support. Our DSL offering can support speeds of up to 1.5 mbps
over the same copper line used for phone service. Business services also include
a personalized web page, domain name services, and e-mail.

We also provide dedicated access Internet service to commercial and public
organizations in Alaska. We offer a premium service and currently support many
of the largest organizations in the state such as Conoco Phillips Alaska, the
State of Alaska and the Anchorage School District. We have hundreds of other
enterprise customers, both large and small, using this service.

Bandwidth is made available to our Internet segment through our AULP undersea
fiber cable systems and our Galaxy XR transponders. Our Internet offerings are
coupled with our long-distance, cable television, and local services offerings
and provide free basic Internet services (both dialup and cable modem access) if
certain plans are selected. Value-added Internet features are available for
additional charges.

We provide Internet access for schools and health organizations using a platform
including many of the latest advancements in technology. Services are delivered
through a locally available circuit, our existing lines, and/or satellite earth
stations.

Facilities. The Internet is an interconnected global public computer network of
tens of thousands of packet-switched networks using the Internet protocol. The
Internet is effectively a network of networks routing data throughout the world.
We provide access to the Internet using a platform that includes many of the
latest advancements in technology. The physical platform is concentrated in
Anchorage and is extended into many remote areas of the state. Our Internet
platform includes the following:

     o   Our Anchorage facilities are connected to multiple Internet access
         points in Seattle through multiple, diversely routed networks.

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     o   We use multiple routers on each end of the circuits to control the flow
         of data and to provide resiliency.
     o   Our Anchorage facility consists of routers, a bank of servers that
         perform support and application functions, database servers providing
         authentication and user demographic data, layer 2 gigabit switch
         fabrics for intercommunications and broadband services (cable modem,
         wireless and DSL), and access servers for dial-in users.
     o   SchoolAccess(TM) Internet service delivery to over 210 schools in rural
         Alaska and 30 schools in Montana, New Mexico and Arizona is
         accomplished by three variations on primary delivery systems:
         o   In communities where we have terrestrial interconnects or provide
             existing service over regional earth stations, we have configured
             intermediate distribution facilities. Schools that are within these
             service boundaries are connected locally to one of those
             facilities.
         o   In communities where we have extended communications services via
             our DAMA earth station program, SchoolAccessTM is provided via a
             satellite circuit to an intermediate distribution facility at the
             Eagle River Earth Station.
         o   In communities or remote locations where we have not extended
             communications services, SchoolAccessTM is provided via a dedicated
             (usually on premise) DAMA VSAT satellite station. The DAMA connects
             to an intermediate distribution facility located in Anchorage.

Dedicated Internet access is delivered to a router located at the service point.
Our Internet management platform constantly monitors this router and continual
communications are maintained with all of the core and distribution routers in
the network. The availability and quality of service, as well as statistical
information on traffic loading, are continuously monitored for quality
assurance. The management platform has the capability to remotely access
routers, servers and layer 2 switches, permitting changes in configuration
without the need to physically be at the service point. This management platform
allows us to offer outsourced network monitoring and management services to
commercial businesses. Many of the largest commercial networks in the state of
Alaska use this service, including the state government.

GCI.net offers a unique combination of innovative network design and aggressive
performance management. Our Internet platform has received a certification that
places it in the top one percent of all service providers worldwide and is the
only ISP in Alaska with such a designation. We operate and maintain what we
believe is the largest, most reliable, and highest performance Internet network
in the State of Alaska.

Customers. We had approximately 101,600, 95,700 and 89,500 total active
residential and commercial Internet subscribers at December 31, 2004, 2003 and
2002, respectively. Included in these totals were approximately 65,500, 46,000
and 36,200 active residential and commercial cable modem Internet subscribers at
December 31, 2004, 2003 and 2002, respectively. Revenues derived from Internet
services totaled $26.0 million, $19.8 million and $15.6 million, in 2004, 2003
and 2002, respectively, representing approximately 6.1%, 5.1% and 4.2% of our
total revenues in 2004, 2003 and 2002, respectively.

Our Internet services sales efforts are primarily directed toward increasing the
number of subscribers we serve, selling bundled services, and generating
incremental revenues through product and feature upsale opportunities. We sell
our Internet services through telemarketing, direct mail advertising,
door-to-door selling, up selling by our customer service and technical support
personnel, and local media advertising.

Competition. The Internet industry is highly competitive, rapidly evolving and
subject to constant technological change. Competition is based upon price and
pricing plans, service packages, the types

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of services offered, the technologies used, customer service, billing services,
perceived quality, reliability and availability. As of December 31, 2004, we
competed with more than eight Alaska based Internet providers, and competed with
other domestic, non-Alaska based providers that provide national service
coverage. Several of the providers have substantially greater financial,
technical and marketing resources than we do.

ACS and other Alaska telephone service providers are providing competitive
high-speed DSL services over their telephone lines in direct competition with
our high-speed cable modem service. DBS providers and others provide wireless
high speed Internet service in competition with our high-speed cable modem
services. Competitive local fixed wireless providers are providing service in
certain of our markets.

Niche providers in the industry, both local and national, compete with certain
of our Internet service products, such as web hosting, list services and email.

Marketing and Sales

Our marketing and sales strategy hinges on our ability to leverage (i) our
unique position as an integrated provider of multiple communications, Internet
and cable services, (ii) our well-recognized and respected brand name in the
Alaskan marketplace and (iii) our leading market positions in long-distance,
Internet and cable television services. By continuing to pursue a marketing
strategy that takes advantage of these characteristics, we believe we can
increase our residential and commercial customer market penetration and
retention rates, increase our share of our customers' aggregate voice, video and
data services expenditures and achieve continued growth in revenues and
operating cash flow.

Environmental Regulations

We may undertake activities that, under certain circumstances may affect the
environment. Accordingly, they are subject to federal, state, and local
regulations designed to preserve or protect the environment. The FCC, the Bureau
of Land Management, the United States Forest Service, and the National Park
Service are required by the National Environmental Policy Act of 1969 to
consider the environmental impact before the commencement of facility
construction.

We believe that compliance with such regulations has had no material effect on
our consolidated operations. The principal effect of our facilities on the
environment would be in the form of construction of facilities and networks at
various locations in Alaska and between Alaska, Seattle, Washington, and
Warrenton, Oregon. Our facilities have been constructed in accordance with
federal, state and local building codes and zoning regulations whenever and
wherever applicable. Some facilities may be on lands that may be subject to
state and federal wetland regulation.

Uncertainty as to the applicability of environmental regulations is caused in
major part by the federal government's decision to consider a change in the
definition of wetlands. Most of our facilities are on leased property, and, with
respect to all of these facilities, we are unaware of any violations of lease
terms or federal, state or local regulations pertaining to preservation or
protection of the environment.

Our Alaska United projects consist, in part, of deploying land-based and
undersea fiber optic cable facilities between Anchorage, Juneau, Seward, Valdez,
and Whittier, Alaska, Seattle, Washington, and Warrenton, Oregon. The engineered
routes pass over wetlands and other environmentally sensitive areas. We believe
our construction methods used for buried cable have a minimal impact on the
environment. The agencies, among others, that are involved in permitting and
oversight of our cable deployment efforts are the United States Army Corps of
Engineers, The National Marine Fisheries Service, United States Fish & Wildlife,
United States Coast Guard, National Oceanic and Atmospheric Administration,
Alaska Department of Natural Resources, and the Alaska Office of the
Governor-

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<PAGE>
Governmental Coordination. We are unaware of any violations of federal, state or
local regulations or permits pertaining to preservation or protection of the
environment.

In the course of operating the cable television and communications systems, we
have used various materials defined as hazardous by applicable governmental
regulations. These materials have been used for insect repellent, paint used to
mark the location of our facilities, and pole treatment, and as heating fuel,
transformer oil, cable cleaner, batteries, diesel fuel, and in various other
ways in the operation of those systems. We do not believe that these materials,
when used in accordance with manufacturer instructions, pose an unreasonable
hazard to those who use them or to the environment.

Patents, Trademarks and Licenses

We do not hold patents, franchises or concessions for communications services or
local access services. We do hold registered service marks for the DigistarTM
logo and letters GCITM, and for the term SchoolAccessTM. The Communications Act
of 1934 gives the FCC the authority to license and regulate the use of the
electromagnetic spectrum for radio communications. We hold licenses through our
long-distance services industry segment for our satellite and microwave
transmission facilities for provision of long-distance services.

We acquired a license for use of a 30-MHz block of spectrum for providing PCS
services in Alaska. We are required by the FCC to provide adequate broadband PCS
service to at least two-thirds of the population in our licensed areas within 10
years of being licensed. The PCS license has an initial duration of 10 years. At
the end of the license period, a renewal application must be filed. We believe
renewal will generally be granted on a routine basis upon showing of compliance
with FCC regulations and continuing service to the public. Licenses may be
revoked and license renewal applications may be denied for cause. We expect to
renew the PCS license for an additional 10-year term under FCC rules.

We acquired a LMDS license in 1998 for use of a 150-MHz block of spectrum in the
28 GHz Ka-band for providing wireless services. The LMDS license has an initial
duration of 10 years. Within 10 years, licensees will be required to provide
"substantial service" in their service regions. Our operations may require
additional licenses in the future.

Earth stations are licensed generally for 15 years. The FCC also issues a single
blanket license for a large number of technically identical earth stations
(e.g., VSATs).

Regulation, Franchise Authorizations and Tariffs

The following summary of regulatory developments and legislation does not
purport to describe all present and proposed federal, state, and local
regulation and legislation affecting our businesses. Other existing federal and
state regulations are currently the subject of judicial proceedings, legislative
hearings and administrative proposals that could change, in varying degrees, the
manner in which these industries operate. We cannot predict at this time the
outcome of these proceedings and legislation, their impact on the industries in
which we operate, or their impact on us.

Communications Operations

General. We are subject to regulation by the FCC and by the RCA as a
non-dominant provider of long-distance services. We file tariffs with the FCC
for interstate access and operator services, and limited international
long-distance services, subject to the FCC's mandatory detariffing policies, and
with the RCA for intrastate service. Such tariffs routinely become effective
without intervention by the FCC, RCA or other third parties since we are a
non-dominant carrier. Military franchise requirements also affect our ability to
provide communications and cable television services to military bases.

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<PAGE>
The 1996 Telecom Act preempts state statutes and regulations that restrict the
provision of competitive local communications services. State commissions can,
however, impose reasonable terms and conditions upon the provision of
communications services within their respective states. Because we are
authorized to offer local access services, we are regulated as a CLEC by the
RCA. In addition, we are subject to other regulatory requirements, including
certain requirements imposed by the 1996 Telecom Act on all LECs, which
requirements include permitting resale of LEC services, local number
portability, dialing parity, and reciprocal compensation.

As a PCS and LMDS licensee, we are subject to regulation by the FCC, and must
comply with certain build-out and other conditions of the license, as well as
with the FCC's regulations governing the PCS and LMDS services (described
above). On a more limited basis, we may be subject to certain regulatory
oversight by the RCA (e.g., in the areas of consumer protection), although
states are not permitted to regulate the rates or entry of PCS, LMDS and other
commercial wireless service providers. PCS and LMDS licensees may also be
subject to regulatory requirements of local jurisdictions pertaining to, among
other things, the location of tower facilities.

Rural Exemption. ACS, through subsidiary companies, provides local telephone
services in Fairbanks and Juneau, Alaska. These ACS subsidiaries were classified
as Rural Telephone Companies under the 1996 Telecom Act, which entitled them to
an exemption of certain material interconnection terms of the 1996 Telecom Act,
until and unless such "rural exemption" were examined and discontinued by the
RCA. On October 11, 1999, the RCA issued an order terminating rural exemptions
for the ACS subsidiaries operating in the Fairbanks and Juneau markets so that
we could compete with these companies in the provision of local telephone
service pursuant to the terms of Section 251(c) of the 1996 Telecom Act. These
rural exemptions limited the obligation of the ILECs in these markets to provide
us with access to unbundled network elements at rates under the pricing standard
established by the FCC. ACS appealed these decisions.

On December 12, 2003, the Alaska Supreme Court issued a decision in which it
reversed the RCA's rural exemption decision on the procedural ground that the
competitor, not the incumbent, must shoulder the burden of proof. The Court
remanded the matter to the RCA for reconsideration with the burden of proof
assigned to us. In accordance with the Court's ruling, the RCA re-opened the
rural exemption dockets and scheduled a hearing to take place on April 19, 2004.
On April 18, 2004, we and ACS entered into a comprehensive settlement that, in
part, included a relinquishment by ACS of its rural exemption for Juneau and
Fairbanks. In accordance with the settlement, the parties moved the RCA for a
dismissal of the rural exemption inquiry, which the Commission granted on April
21, 2004.

By letter, submitted to the RCA, on January 12, 2004, we made a bona fide
request for interconnection for the purposes of local access competition with
MTA, under the provisions of the 1996 Telecom Act. We submitted this request to
MTA on the grounds that it waived its rural exemption under the terms of Section
251(f)(1)(C) when it launched its new video service through its wholly owned
subsidiary MTA Vision, Inc. in competition with our cable television service.
MTA, however, refused to comply with the negotiation and arbitration provisions
under the Act claiming that it still retains a rural exemption. We filed a
complaint with the RCA to resolve this dispute, and the RCA conducted a public
hearing on the matter on October 20, 2004. On February 2, 2005, the RCA ruled
that MTA's rural exemption for the areas served by MTA Vision, Inc. had been
lifted and that we may negotiate and arbitrate interconnection with MTA. We are
proceeding with such negotiations.

Access Fees. The FCC regulates the fees that local telephone companies charge
long-distance companies for access to their local networks. In 2001, the FCC
adopted a plan to restructure access charges for rate-of-return regulated
carriers, which has the effect of shifting certain charges from IXCs to end
users. The FCC is continuing to monitor the access charge regime and is
considering other proposals that would restructure and could reduce access
charges. Changes in the access charge

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structure or the introduction of new technologies that are not subject to the
access charge structure could fundamentally change the economics of some aspects
of our business.

Carriers also pay fees for transport services in and out of Alaska. To the
extent these services were offered by AT&T Alascom, they were previously subject
to tariffed rates filed at the FCC. As of January 22, 2005 and for a five-year
period, the rates for such services offered by and to any provider are governed
by federal legislation effective December 8, 2004.

Access to Unbundled Network Elements. On March 2, 2004, the Court issued a
decision affirming in part, vacating in part, and remanding in part the FCC's
Triennial Review Order, in which the FCC reviewed its regulations governing
access that ILECs must make available to competitors to unbundled network
elements pursuant to Section 251(c) of the 1996 Telecom Act. On February 4,
2005, the FCC issued its Order responding to the Court's remand. Though the FCC
adopted new standards that generally curb access to certain ILEC high capacity
loop and transport facilities, we do not believe that any of these standards are
met for the markets we serve. The FCC also eliminated access to mass market
switching, which we self-provision and have generally not relied on stand-alone
access to this network element. The outcome of either requests for
reconsideration to the FCC or further court appeals could result in a change in
our cost of serving new and existing markets via the facilities of the ILEC or
via wholesale offerings. The ability to obtain unbundled network elements is an
important element of our local exchange and exchange access services business,
and we believe that the FCC's actions in this area have generally been positive.
However, we cannot predict the extent to which the existing rules will be
sustained in the face of additional legal action and the scope of any further
rules that are yet to be determined by the FCC.

The FCC has pending a notice of proposed rulemaking in which it is currently
reviewing its pricing standard that governs the rates ILECs may charge
competitors for access to unbundled network elements. The outcome of this
regulatory proceeding could result in a change in our cost of serving new and
existing markets via the facilities of the ILEC or via wholesale offerings.
Recurring and non-recurring charges for telephone lines and other unbundled
network elements may increase based on the rates proposed by the ILECs and
approved by the RCA from time to time, which could have an adverse effect on our
financial position, results of operations or liquidity.

An arbitration proceeding to revise the interconnection agreement with ACS for
the Anchorage service area went to hearing before the RCA, such hearing ending
November 13, 2003. On June 25, 2004, the RCA issued a comprehensive decision
setting forth new rates for unbundled network elements, resale, and terms and
conditions for interconnection in the Anchorage arbitration. Significantly, the
RCA raised the loop rate in Anchorage to $19.15 but subsequently reduced the
loop rate on reconsideration to $18.64. The RCA also issued other various
arbitration rulings adverse to us, including adopting ACS' non-recurring and
collocation cost models. On December 7, 2004, the Commission issued a final
order approving an interconnection agreement. We have appealed various of the
Commission's arbitration rulings.

Critics continue to ask Congress to modify, if not altogether rework, the 1996
Telecom Act, citing the level of competition in the local phone and broadband
sectors. There is a lack of consensus on what changes are needed, however, or
who is to blame for the 1996 Telecom Act's perceived failures. Loosened
regulations on ILECs that control bottleneck facilities could diminish CLEC
local phone competition.

Universal Service. We have qualified under FCC regulations as a competitive
"eligible telecom carrier," or ETC, with respect to our provision of local
telephone service in Anchorage, Fairbanks, and Juneau. ETCs are entitled to
receive subsidies paid by the Universal Service Fund. If we do not continue to
qualify for this status in Anchorage, Fairbanks and/or Juneau, or if we do not
qualify for this status in other rural areas where we propose to offer new
services, we would not receive this

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subsidy and our net cost of providing local telephone services in these areas
would be materially adversely affected.

In addition, the FCC had previously referred issues concerning the designation
of ETCs, portability of support, and the basis for calculating support to a
Federal-State Joint Board on Universal Service. On February 27, 2004, the Joint
Board issued a recommendation, and the FCC has reported that on February 25,
2005, it adopted, among other things, minimum requirements to guide ETC
designations. We do not believe that the adopted changes, as reported, will have
a material effect on our operations. We cannot predict any further changes that
may be adopted, but future regulatory action or court appeals could affect the
subsidy and result in a change in our net costs of providing local telephone
services in new and existing markets.

Local Regulation. We may be required to obtain local permits for street opening
and construction permits to install and expand our networks. Local zoning
authorities often regulate our use of towers for microwave and other
communications sites. We also are subject to general regulations concerning
building codes and local licensing. The 1996 Telecom Act requires that fees
charged to communications carriers be applied in a competitively neutral manner,
but there can be no assurance that ILECs and others with whom we will be
competing will bear costs similar to those we will bear in this regard.

Cable Services Operations

General. The FCC has adopted rules that will require cable operators to carry
the digital signals of broadcast television stations. However, the FCC has
decided that cable operators should not be required to carry both the analog and
digital services of broadcast television stations while broadcasters are
transitioning from analog to digital transmission. Carrying both the analog and
digital services of broadcast television stations would consume additional cable
capacity. As a result, a requirement to carry both analog and digital services
of broadcast television stations could require the removal of other programming
services. Should the FCC mandate dual carriage, we will carry the broadcast
signals in both analog and digital formats.

Subscriber Rates. In Alaska, the RCA is the local franchising authority
certified to regulate basic cable rates. Under state law, however, the cable
television service is exempt from regulation unless subscribers petition the
state commission for regulation under the procedures set forth in AS 42.05.712.
At present, the only community where regulation of the basic rate occurs is
Juneau.

FCC regulations govern rates that may be charged to subscribers for regulated
services. The FCC uses a benchmark methodology as the principal method of
regulating rates. Cable operators are also permitted to justify rates using a
cost-of-service methodology, which contains a rebuttable presumption of an
industry-wide 11.25% rate of return on an operator's allowable rate base.
Cost-of-service regulation is a traditional form of rate regulation, under which
a company is allowed to recover its costs of providing the regulated service,
plus a reasonable profit. Franchising authorities are empowered to regulate the
rates charged for monthly basic service, for additional outlets and for the
installation, lease and sale of equipment used by subscribers to receive the
basic cable service tier, such as converter boxes and remote control units. The
FCC's rules require franchising authorities to regulate these rates based on
actual cost plus a reasonable profit, as defined by the FCC. Cable operators
required to reduce rates may also be required to refund overcharges with
interest. The FCC has also adopted comprehensive and restrictive regulations
allowing operators to modify their regulated rates on a quarterly or annual
basis using various methodologies that account for changes in the number of
regulated channels, inflation and increases in certain external costs, such as
franchise and other governmental fees, copyright and retransmission consent
fees, taxes, programming fees and franchise-related obligations. We cannot
predict whether the FCC will modify these "going forward" regulations in the
future.

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Cable System Delivery of Internet Service. Although there is at present no
significant federal regulation of cable system delivery of Internet services,
and the FCC has issued several reports finding no immediate need to impose such
regulation, this situation may change as cable systems expand their broadband
delivery of Internet services and as a result of legislative, regulatory and
judicial developments.

In particular, proposals have been advanced at the FCC and Congress that would
require cable operators to provide access to unaffiliated Internet service
providers and online service providers.

In an October 6, 2003 decision, the United States Court of Appeals for the Ninth
Circuit reversed an FCC decision defining high-speed Internet over cable as an
"information service" not subject to local cable-franchise fees, like cable
service is, or any explicit requirements for "open access," as
telecommunications service is. If Internet access requirements are imposed on
cable operators, it could burden the capacity of cable systems and complicate
our own plans for providing expanded Internet access services. These access
obligations could adversely affect our financial position, results of operations
or liquidity. The decision is on appeal to the Supreme Court, which is scheduled
to hear oral arguments in the case on March 29, 2005.

Must Carry/Retransmission Consent. The 1992 Cable Act contains broadcast signal
carriage requirements that allow local commercial television broadcast stations
to elect once every three years to require a cable system to carry the station,
subject to certain exceptions, or to negotiate for "retransmission consent" to
carry the station.

The FCC decided against imposition of dual digital and analog must carry in a
January 2001 ruling. The ruling resolved a number of technical and legal
matters, and clarified that a digital-only television station, commercial or
non-commercial, can immediately assert its right to carriage on a local cable
system. The FCC also said that a television station that returns its analog
spectrum and converts to digital operations must be carried by local cable
systems. At the same time, however, it initiated further fact gathering that
ultimately could lead to a reconsideration of the conclusion. Further, on
February 23, 2005, the FCC released its order affirming its decisions not to
impose a dual carriage requirement on cable operators and not to require cable
operators to carry more than a single digital programming stream from any
particular broadcaster.

Satellite Home Viewer Improvement Act. A major change introduced by the SHVIA
was a "local into local" provision allowing satellite carriers, for the first
time, to retransmit the signals of local television stations by satellite back
to viewers in their local markets. The intent was to promote multichannel video
competition by removing the prohibition on satellite retransmission of local
signals, which cable operators already offered to their subscribers under the
must-carry/retransmission consent scheme of regulation described above. Congress
has reauthorized this Act through December 31, 2009, and we do not believe that
changes to the requirements will have a material effect on our operations.

Access to Programming. To spur the development of independent cable programmers
and competition to incumbent cable operators, the 1992 Cable Act imposed
restrictions on the dealings between cable operators and cable programmers. The
Act precludes video programmers affiliated with cable companies from favoring
their cable operators over new competitors and requires such programmers to sell
their programming to other multichannel video distributors. The current
prohibition extends until October 5, 2007.

Franchise Procedures. The 1984 Cable Act contains renewal procedures designed to
protect incumbent franchisees against arbitrary denials of renewal. The 1992
Cable Act made several changes to the renewal process that could make it easier
for a franchising authority to deny renewal. Moreover, even if the franchise is
renewed, the franchising authority may seek to impose new and more onerous
requirements such as significant upgrades in facilities and services or
increased franchise fees as a condition of renewal. Similarly, if a franchising
authority's consent is required for

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the purchase or sale of a cable system or franchise, such authority may attempt
to impose more burdensome or onerous franchise requirements in connection with a
request for such consent. Historically, franchises have been renewed for cable
operators that have provided satisfactory services and have complied with the
terms of their franchises. We believe that we have generally met the terms of
our franchises and have provided quality levels of service. Furthermore, our
franchises are issued by the state public utility commission (the RCA) and do
not require periodic renewal.

Various courts have considered whether franchising authorities have the legal
right to limit the number of franchises awarded within a community and to impose
certain substantive franchise requirements (e.g. access channels, universal
service and other technical requirements). These decisions have been
inconsistent and, until the United States Supreme Court rules definitively on
the scope of cable operators' First Amendment protections, the legality of the
franchising process generally and of various specific franchise requirements is
likely to be in a state of flux.

Pole Attachment. The Communications Act requires the FCC to regulate the rates,
terms and conditions imposed by public utilities for cable systems' use of
utility pole and conduit space unless state authorities can demonstrate that
they adequately regulate pole attachment rates. In the absence of state
regulation, the FCC administers pole attachment rates on a formula basis. This
formula governs the maximum rate certain utilities may charge for attachments to
their poles and conduit by companies providing communications services,
including cable operators.

The RCA has largely retained the existing pole attachment formula that has been
in state regulation since 1987. This formula could be subject to further
revisions upon petition to the RCA. We cannot predict at this time the outcome
of any such proceedings.

Copyright. Cable television systems are subject to federal copyright licensing
covering carriage of television and radio broadcast signals. In exchange for
filing certain reports and contributing a percentage of their revenues to a
federal copyright royalty pool that varies depending on the size of the system,
the number of distant broadcast television signals carried, and the location of
the cable system, cable operators can obtain blanket permission to retransmit
copyrighted material included in broadcast signals. The United States Copyright
Office adopted an industry agreement providing for an increase in the copyright
royalty rates. The possible modification or elimination of this compulsory
copyright license is the subject of continuing legislative review and could
adversely affect our ability to obtain desired broadcast programming. We cannot
predict the outcome of this legislative activity. Copyright clearances for
nonbroadcast programming services are arranged through private negotiations.

Cable operators distribute locally originated programming and advertising that
use music controlled by the two principal major music performing rights
organizations, the American Society of Composers, Authors and Publishers and
Broadcast Music, Inc. The cable industry has had a long series of negotiations
and adjudications with both organizations. Although we cannot predict the
ultimate outcome of these industry proceedings or the amount of any license fees
we may be required to pay for past and future use of association-controlled
music, we do not believe such license fees will be significant to our business
and operations.

Other Statutory and FCC Provisions. The Communications Act includes provisions,
among others, concerning customer service, subscriber privacy, marketing
practices, equal employment opportunity, regulation of technical standards and
equipment compatibility.

The FCC has various rulemaking proceedings pending implementing the 1996 Telecom
Act; it also has adopted regulations implementing various provisions of the 1992
Cable Act and the 1996 Telecom Act that are the subject of petitions requesting
reconsideration of various aspects of its rulemaking proceedings. The FCC has
the authority to enforce its regulations through the imposition of substantial
fines, the issuance of cease and desist orders and/or the imposition of other

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administrative sanctions, such as the revocation of FCC licenses needed to
operate certain transmission facilities often used in connection with cable
operations.

Other Regulations of the FCC. The FCC has previously initiated an inquiry to
determine whether the cable industry's future provision of interactive services
should be subject to regulations ensuring equal access and competition among
service vendors. The inquiry is another indication of regulatory concern
regarding control over cable capacity. In addition, other bills and
administrative proposals pertaining to cable communications are introduced in
Congress from time to time or have been considered by other governmental bodies
over the past several years. It is possible that Congress and other governmental
bodies will make further attempts to regulate cable communications services.

State and Local Regulation. Because our cable communications systems use local
streets and rights-of-way, our systems are subject to state and local
regulation. Cable communications systems generally are operated pursuant to
franchises, permits or licenses granted by a municipality or other state or
local government entity. In Alaska, the RCA is the franchising authority for the
state. We provide cable television service throughout Alaska pursuant to various
certificates of authority issued by the RCA. These certificates are not subject
to terms of renewal and continue in effect until and unless the state commission
were to seek to modify or revoke them for good cause.

Internet Operations

General. With significant growth in Internet activity and commerce over the past
several years the FCC and other regulatory bodies have been challenged to
develop new models that allow them to achieve the public policy goals of
competition and universal service. Many aspects of regulation and coordination
of Internet activities and traffic are evolving and are facing unclear
regulatory futures. Changes in regulations and in the regulatory environment,
including changes that affect communications costs or increase competition from
ILECs or other communications services providers, could adversely affect the
prices at which we sell ISP services.

Internet Governance and Standards. There is no one entity or organization that
governs the Internet. Each facilities-based network provider that is
interconnected with the global Internet controls operational aspects of their
own network. Certain functions, such as IP addressing, domain name routing and
the definition of the TCP/IP protocol, are coordinated by an array of
quasi-governmental, intergovernmental, and non-governmental bodies.

The legal authority of any of these bodies is unclear. Most of the underlying
architecture of the Internet was developed under the auspices, directly or
indirectly, of the United States government. The government has not, however,
defined whether it retains authority over Internet management functions, or
whether these responsibilities have been delegated to the private sector.

1996 Telecom Act. The 1996 Telecom Act provides little direct guidance as to
whether the FCC has authority to regulate Internet-based services.

Given the absence of clear statutory guidance, the FCC must determine whether it
has the authority or the obligation to exercise regulatory jurisdiction over
specific Internet-based activities, or to decline from doing so under the
appropriate standards.

FCC Regulations. The FCC does not regulate the prices charged by ISPs or
Internet backbone providers. However, the vast majority of users connect to the
Internet over facilities of existing communications carriers. Those
communications carriers are subject to varying levels of regulation at both the
federal and the state level. Thus, regulatory decisions exercise a significant
influence over the economics of the Internet market. There are pending
complaints and proceedings at the FCC that may affect access charges,
compensation and other aspects of Internet service, and we cannot

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predict the effect or outcome of such proceedings. The FCC has somewhat
clarified VoIP regulation by determining that it is not subject to local
regional commission oversight.

Financial Information about our Foreign and Domestic Operations and Export Sales

Although we have several agreements to help originate and terminate
international toll traffic, we do not have foreign operations or export sales.
We conduct our operations throughout the western contiguous United States and
Alaska and believe that any subdivision of our operations into distinct
geographic areas would not be meaningful. Revenues associated with international
toll traffic were $2.9 million, $2.9 million and $3.5 million for the years
ended December 31, 2004, 2003 and 2002, respectively.

Seasonality

Our long-distance and commercial cable television revenues have historically
been highest in the summer months because of temporary population increases
attributable to tourism and increased seasonal economic activity such as
construction, commercial fishing, and oil and gas activities. Our residential
cable television and Internet revenues are higher in the winter months because
consumers tend to watch more television and spend more time at home using the
Internet during these months. Our local services do not exhibit significant
seasonality, with the exception of SchoolAccess(TM) Internet services that are
reduced during the summer months. Our ability to implement construction projects
is also reduced during the winter months because of cold temperatures, snow and
short daylight hours.

Customer-Sponsored Research

We have not expended material amounts during the last three fiscal years on
customer-sponsored research activities.

Backlog of Orders and Inventory

As of December 31, 2004 and 2003, our long-distance services segment had a
backlog of Private Line orders of approximately $74,000 and $271,000,
respectively, which represents recurring monthly charges for Private Line and
broadband services. As of December 31, 2004 and 2003, we had a backlog of
equipment sales orders of approximately $468,000 and $745,000, respectively for
services included in the All Other category described in note 12 to the "Notes
to Consolidated Financial Statements" included in Part II of this Report. The
decrease in backlogs as of December 31, 2004 can be attributed to a combination
of decreased private line circuit orders pending at December 31, 2004 as
compared to 2003 and faster completion of outstanding sales orders at December
31, 2004 as compared to 2003. We expect that all of the Private Line orders and
equipment sales in backlog at the end of 2004 will be delivered during 2005.

Geographic Concentration and Alaska Economy

We offer voice and data communications and video services to customers primarily
in the State of Alaska. Because of this geographic concentration, growth of our
business and operations depends upon economic conditions in Alaska. The economy
of the State of Alaska is dependent upon natural resource industries, in
particular oil production, as well as investment earnings (including earnings
from the State of Alaska Permanent Fund), tourism, government, and United States
military spending. Any deterioration in these markets could have an adverse
impact on us. Oil revenues are the second largest source of state revenues,
following funds from investment sources. The slow economic recovery in the Lower
48 States appears to have dampened demand for services provided by our large
common carrier customers. To the extent that these customers experience reduced
demand for traffic destined for and originating in Alaska, it could adversely
affect our common carrier traffic and

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associated revenues. See "Part I -- Item 1
-- Business -- Risks Relating to Our Business and Operations -- Our business is
currently geographically concentrated in Alaska," and "Part II -- Item 7 --
Management's Discussion and Analysis of Financial Condition and Results of
Operations" for more information about the effect of geographic concentration
and the Alaska economy on us.

Factors That May Affect Our Business and Future Results

Additional risks and uncertainties not currently known to us or that we
currently deem to be immaterial may also materially and adversely affect our
business operations. Any of the following risks could materially and adversely
affect our business, financial position, results of operations or liquidity.

Risks Relating to Our Business and Operations

We face competition that may reduce our market share and harm our financial
performance. There is substantial competition in the communications industry.
The traditional dividing lines between long-distance telephone service, local
telephone service, wireless telephone service, Internet services and video
services are increasingly becoming blurred. Through mergers and various service
integration strategies, major providers are striving to provide integrated
communications services offerings within and across geographic markets.

We expect competition to increase as a result of the rapid development of new
technologies, products and services. We cannot predict which of many possible
future technologies, products or services will be important to maintain our
competitive position or what expenditures will be required to develop and
provide these technologies, products or services. Our ability to compete
successfully will depend on marketing and on our ability to anticipate and
respond to various competitive factors affecting the industry, including new
services that may be introduced, changes in consumer preferences, economic
conditions and pricing strategies by competitors. To the extent we do not keep
pace with technological advances or fail to timely respond to changes in
competitive factors in our industry and in our markets, we could lose market
share or experience a decline in our revenue and net income. Competitive
conditions create a risk of market share loss and the risk that customers shift
to less profitable lower margin services. Competitive pressures also create
challenges for our ability to grow new businesses or introduce new services
successfully and execute our business plan. Each of our business segments also
faces the risk of potential price cuts by our competitors that could materially
adversely affect our market share and gross margins.

Long-distance services. The long-distance industry is intensely competitive and
subject to constant technological change. Competition is based upon price and
pricing plans, the type of services offered, customer service, billing services,
performance, perceived quality, reliability and availability. Current or future
competitors could be substantially larger than we are, or have greater
financial, technical and marketing resources than we do.

In the long-distance market, we compete against AT&T Alascom, ACS, MTA and
certain smaller rural local telephone carrier affiliates. There is also the
possibility that new competitors will enter the Alaska market. In addition,
wireless services continue to grow as an alternative to wireline services as a
means of reaching customers.

Historically, we have competed in the long-distance market by offering discounts
from rates charged by our competitors and by providing desirable packages of
services. Discounts have been eroded in recent years due to lowering of prices
by AT&T Alascom and entry of other competitors into the long-distance markets we
serve. In addition, our competitors offer their own packages of services. If
competitors lower their rates further or develop more attractive packages of
services, we may be forced to reduce our rates or add additional services, which
would have a material adverse effect on our financial position, results of
operations or liquidity.

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Cable Services. Our cable television systems face competition from alternative
methods of receiving and distributing television signals, including DBS and
digital video over telephone lines, and from other sources of news, information
and entertainment such as off-air television broadcast programming, newspapers,
movie theaters, live sporting events, interactive computer services, Internet
services and home video products, including videotape cassettes and video disks.
Our cable television systems also face competition from potential overbuilds of
our existing cable systems by other cable television operators and alternative
methods of receiving and distributing television signals. The extent to which
our cable television systems are competitive depends, in part, upon our ability
to provide quality programming and other services at competitive prices.

We believe that the greatest source of potential competition for video services
could come from the DBS industry. We also are subject to competition from
providers of digital video over telephone lines in the Mat-Su Valley and
potentially in Ketchikan in 2005. With the addition of Anchorage local broadcast
stations, increased marketing, ILEC and DBS alliances, and emerging technologies
creating new opportunities, competition from these sources has increased and
will likely continue to increase. The changing nature of technology and of the
DBS business may result in greater satellite coverage within the State of
Alaska. The resulting increase in competition may adversely affect our market
share and results of operations from our cable services segment.

Local Telephone Services. In the local telephone market, we compete against ACS
(the ILEC), in Anchorage, Juneau and Fairbanks. We may provide local telephone
service in other locations in the future where we would face other competitors.
In the local telephone services market, the 1996 Telecom Act, judicial decisions
and state legislative and regulatory developments have increased the overall
likelihood that barriers to local telephone competition will be substantially
reduced or removed. These initiatives include requirements that local exchange
carriers negotiate with entities, including us, to provide interconnection to
the existing local telephone network, to allow the purchase, at cost-based
rates, of access to unbundled network elements, to establish dialing parity, to
obtain access to rights-of-way and to resell services offered by the ILEC. We
have been able to obtain interconnection, access and related services from the
LECs, at rates that allow us to offer competitive services. However, if we are
unable to continue to obtain these services and access at acceptable rates, our
ability to offer local telephone services, and our revenues and net income,
could be materially adversely affected. To date, we have been successful in
capturing a significant portion of the local telephone market in the locations
where we are offering these services. However, there can be no assurance that we
will continue to be successful in attracting or retaining these customers.

Internet Services. The Internet industry is highly competitive, rapidly evolving
and subject to constant technological change. Competition is based upon price
and pricing plans, service packages, the types of services offered, the
technologies used, customer service, billing services, perceived quality,
reliability and availability. We compete with several Alaska based Internet
providers and other domestic, non-Alaska based providers. Several of the
providers have substantially greater financial, technical and marketing
resources than we do.

With respect to our high-speed cable modem service, ACS and other Alaska
telephone service providers are providing competitive high-speed Internet access
over their telephone lines. DBS providers and others also provide wireless
high-speed Internet service in competition with our high-speed cable modem
services. Competitive local fixed wireless providers are providing service in
certain of our markets.

Niche providers in the industry, both local and national, compete with certain
of our Internet service products, such as web hosting, list services and email.

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Our business is subject to extensive governmental legislation and regulation.
Applicable legislation and regulations and changes to them could adversely
affect our business, financial position, results of operations or liquidity.

Local Telephone Services. Our success in the local telephone market depends on
our continued ability to obtain interconnection, access and related services
from local exchange carriers on terms that are just and reasonable and that are
based on the cost of providing these services. Our local telephone services
business faces the risk of the impact of the implementation of current
regulations and legislation, unfavorable changes in regulation or legislation or
the introduction of new regulations. Our ability to enter into the local
telephone market depends on our negotiation or arbitration with local exchange
carriers to allow interconnection to the carrier's existing local telephone
network, to allow the purchase, at cost-based rates, of access to unbundled
network elements, to establish dialing parity, to obtain access to rights-of-way
and to resell services offered by the local exchange carrier. In most Alaska
markets, it also depends on our ability to have the rural exemption for certain
carriers terminated, so these carriers are obligated to provide access to
unbundled network elements at economic costs, and on our ability to gain
interconnection at economic costs. Future arbitration and rural exemption
proceedings with respect to new or existing markets could result in a change in
our cost of serving these markets via the facilities of the ILEC or via
wholesale offerings.

Cable Services. The cable television industry is subject to extensive regulation
at various levels, and many aspects of such regulation are currently the subject
of judicial proceedings and administrative or legislative proposals. The law
permits certified local franchising authorities to order refunds of rates paid
in the previous 12-month period determined to be in excess of the reasonable
rates. It is possible that rate reductions or refunds of previously collected
fees may be required of us in the future. Currently, pursuant to Alaska law, the
basic cable rates in Juneau are the only rates in Alaska subject to regulation
by the local franchising authority, and the rates in Juneau were reviewed and
approved by the Regulatory Commission of Alaska, or RCA, in October 2000.

Other existing federal regulations, currently the subject of judicial,
legislative, and administrative review, could change, in varying degrees, the
manner in which cable television systems operate. Neither the outcome of these
proceedings nor their impact upon the cable television industry in general, or
on our activities and prospects in the cable television business in particular,
can be predicted at this time. There can be no assurance that future regulatory
actions taken by Congress, the FCC or other federal, state or local government
authorities will not have a material adverse effect on our business, financial
position, results of operations or liquidity.

Proposals may be made before Congress and the FCC to mandate cable operators
provide "open access" over their cable systems to Internet service providers. As
of the date of this report, the FCC has declined to impose such requirements. If
the FCC or other authorities mandate additional access to our cable systems, we
cannot predict the effect that this would have on our Internet service
offerings.

Internet Services. Changes in the regulatory environment relating to the
Internet access market, including changes in legislation, FCC regulation,
judicial action or local regulation that affect communications costs or increase
competition from the ILEC or other communications services providers, could
adversely affect the prices at which we sell Internet services.

We depend on a small number of customers for a substantial portion of our
revenue and business. The loss of any of such customers would have a material
adverse effect on our financial position, results of operations or liquidity.

For the year ended December 31, 2004, we provided long-distance services
(excluding private lines and other revenue) to MCI and to Sprint Corporation, or
Sprint, which generated combined revenues of approximately 15.9% of our total
revenues for 2004. These two customers are free to seek out

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<PAGE>
long-distance communications services from our competitors upon expiration of
their contracts (in July 2008 in the case of MCI, and in March 2007 in the case
of Sprint) or earlier upon the occurrence of certain contractually stipulated
events including a default, the occurrence of a force majeure event, or a
substantial change in applicable law or regulation under the applicable
contract. Additionally, the contracts provide for periodic reviews to assure
that the prices paid by MCI and Sprint for their services remain competitive.

Mergers and acquisitions in the communications industry are relatively common.
If a change in control of MCI or Sprint were to occur, it would not permit them
to terminate their existing contracts with us, but could in the future result in
the termination of or a material adverse change in our relationships with MCI or
Sprint.
In addition, MCI's and Sprint's need for our long-distance services depends
directly upon their ability to obtain and retain their own long-distance
customers and upon the needs of those customers for long-distance services.

The loss of one or both of MCI or Sprint as customers, a material adverse change
in our relationships with either of them or a material loss of or reduction in
their long-distance customers would have a material adverse effect on our
financial position, results of operations and liquidity.

Our businesses are currently geographically concentrated in Alaska. Any
deterioration in the economic conditions in Alaska could have a material adverse
effect on our financial position, results of operations or liquidity.

We offer voice and data communication and video services to customers primarily
in the State of Alaska. Because of this geographic concentration, our growth and
operations depend upon economic conditions in Alaska. The economy of Alaska is
dependent upon natural resource industries, in particular oil production, as
well as tourism, and government spending including substantial amounts for the
United States military. Any deterioration in these markets could have an adverse
impact on the demand for communication and cable television services and on our
results of operations and financial condition. In addition, the customer base in
Alaska is limited. Alaska has a population of approximately 649,000 people,
approximately 42% of whom are located in the Anchorage area. We have already
achieved significant market penetration with respect to our service offerings in
Anchorage and in other locations in Alaska.

We may not be able to continue to increase our market share of the existing
markets for our services and no assurance can be given that the Alaskan economy
will continue to grow and increase the size of the markets we serve or increase
the demand for the services we offer. As a result, the best opportunities for
expanding our business may arise in other geographic areas such as the
contiguous lower 48 states. There can be no assurance that we will find
attractive opportunities to grow our businesses outside the State of Alaska or
that we will have the necessary expertise to take advantage of such
opportunities. The markets in Alaska for voice and data communications and video
services are unique and distinct within the United States due to Alaska's large
geographical size and its distance from the rest of the United States. The
expertise we have developed in operating our businesses in the State of Alaska
may not provide us with the necessary expertise to successfully enter other
geographic markets.

We may not develop our wireless services, in which case we could not meet the
needs of our customers who desire packaged services.

We offer wireless mobile services by distributing other providers' wireless
mobile services. We offer wireless local telephone services over our own
facilities, and have purchased personal communications system, or PCS, and local
multipoint distribution system, or LMDS, wireless broadband licenses in FCC
auctions covering markets in Alaska. We have fewer subscribers to our wireless
services than to our other service offerings. The geographic coverage of our
wireless

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services is also smaller than the geographic coverage of our other services.
Some of our competitors offer or propose to offer an integrated bundle of
communications, entertainment and information services, including wireless
services. If we are unable to expand and further develop our wireless services,
we may not be able to meet the needs of customers who desire packaged services,
and our competitors who offer these services would have an advantage. This could
result in the loss of market share for our other service offerings.

As a PCS and LMDS licensee, we are subject to regulation by the FCC, and must
comply with certain build-out and other conditions of the licenses, as well as
with the FCC's regulations governing the PCS and LMDS services. The conditions
of our PCS licenses require us to satisfy certain build-out requirements on or
before June, 2005. In February 2005 we submitted a filing to the FCC supporting
our compliance with such requirements.

Our efforts to deploy DLPS may be unsuccessful, in which case the margins on our
local telephone services business will not improve and we will not recover any
capital investment that we have made in DLPS.

An element of our business strategy is to deploy voice telephone service
utilizing our hybrid fiber coax cable facilities. In April 2004 we successfully
launched our DLPS deployment utilizing our Anchorage coaxial cable facilities.
DLPS allows us to utilize our own cable facilities to provide local access to
our customers and avoid paying local loop charges to the ILEC. To continue to
successfully deploy this service, we must integrate new technology with our
existing facilities and modify our operating procedures to timely detect and
effect repairs of our outside plant network. The long-term viability of this
service depends on the adoption of industry-wide standards for the sending and
receiving of voice communications over cable facilities and the availability of
the equipment necessary to provide the service at a cost-effective price. The
deployment of this service may require a substantial capital investment by us.
If we are unable to successfully deploy DLPS to a sufficiently large portion of
our customer base, we will not be able to recover all of the capital investment
we may make and the margins on our local telephone services business will not
improve.

Prolonged service interruptions could affect our business.

We rely heavily on our network equipment, communications providers, data and
software, to support all of our functions. We rely on our networks and the
networks of others for substantially all of our revenues. We are able to deliver
services only to the extent that we can protect our network systems against
damage from power or communication failures, computer viruses, natural
disasters, unauthorized access and other disruptions. While we endeavor to
provide for failures in the network by providing back-up systems and procedures,
we cannot guarantee that these back-up systems and procedures will operate
satisfactorily in an emergency. Should we experience a prolonged failure, it
could seriously jeopardize our ability to continue operations. In particular,
should a significant service interruption occur, our ongoing customers may
choose a different provider, and our reputation may be damaged, reducing our
attractiveness to new customers.

To the extent that any disruption or security breach results in a loss or damage
to our customers' data or applications, or inappropriate disclosure of
confidential information, we may incur liability and suffer from adverse
publicity. In addition, we may incur additional costs to remedy the damage
caused by these disruptions or security breaches.

If failures occur in our undersea fiber optic cables, our ability to immediately
restore the entirety of our service may be limited, which could lead to a
material adverse effect on our business, financial position, results of
operations or liquidity.

Our communications facilities include an undersea fiber optic cable that carries
a large portion of our Internet voice and data traffic to and from the
contiguous lower 48 states. We completed

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construction of AULP West in June 2004 that provides an alternative backup
communications facility. If a failure of both sides of the ring of our undersea
fiber optic facilities occurs and we are not able to secure alternative
facilities, some of the communications services we offer to our customers could
be interrupted, which could have a material adverse effect on our business,
financial position, results of operations or liquidity.

If a failure occurs in our satellite communications systems, our ability to
immediately restore the entirety of our service may be limited.

We serve many rural and remote Alaska locations solely via satellite
communications. Each of our C and Ku-band satellite transponders is backed up on
the same spacecraft with multiple backup transponders. Our primary spacecraft is
PanAmSat's Galaxy XR, but we also lease capacity on two other spacecraft for
services we provide, SES Americom's AMC-7 and AMC-8. On Galaxy XR, we use 7
C-band transponders. We have arranged for backup C-band satellite capacity on
another PanAmSat spacecraft, Galaxy XIII, for all of those satellite
transponders in the unlikely event of a total primary spacecraft failure. If
such a failure occurs, service may not be fully restored for up to a week or
longer due to the time necessary to redirect earth station antennae. We also own
one Ku-band satellite transponder on the same primary spacecraft (Galaxy XR)
that provides our C-band service. In the event of total primary spacecraft
failure, we believe we would be able to restore our Ku-band transponder traffic
on Galaxy XIII, although no pre-arrangement for its backup is currently in
place. We lease on a short-term basis an additional 27 megahertz of protected
but un-backed up transponder capacity on another Galaxy XR transponder. Such
capacity is protected by the same satellite for transponder failure, but in the
event of total spacecraft failure, this leased space segment would not be
restored. We also lease approximately 13 megahertz of protected and backed-up
C-band capacity on SES Americom's AMC-8 spacecraft. SES Americom's AMC-7 is the
backup spacecraft for AMC-8. We also lease certain C-band transponder capacity
on AMC-7 that can be preempted in the case of a satellite failure. The services
that are preempted would not be immediately restored should AMC-7 fail or be
called up to provide restoration of another of SES Americom's spacecraft.

We depend on a limited number of third-party vendors to supply communications
equipment. If we do not obtain the necessary communications equipment, we will
not be able to meet the needs of our customers.

We depend on a limited number of third-party vendors to supply cable, Internet,
DLPS and telephony-related equipment. If our providers of this equipment are
unable to timely supply the equipment necessary to meet our needs or provide
them at an acceptable cost, we may not be able to satisfy demand for our
services and competitors may fulfill this demand.

We do not have insurance to cover certain risks to which we are subject, which
could lead to the incurrence of uninsured liabilities that adversely affect our
financial position, results of operations or liquidity.

We are self-insured for damage or loss to certain of our transmission
facilities, including our buried, under sea and above-ground transmission lines.
If we become subject to substantial uninsured liabilities due to damage or loss
to such facilities, our financial position, results of operations or liquidity
may be adversely affected.

New corporate governance rules impose increased costs and internal control
assessment requirements on us.

The Sarbanes-Oxley Act of 2002, as well as new rules subsequently implemented by
the SEC, the Public Company Accounting Oversight Board, and the Nasdaq National
Market, have required changes in corporate governance practices of public
companies. We expect to incur ongoing costs to

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comply with these rules and regulations, as well as increased legal and
financial compliance costs. For example, Section 404 of the Sarbanes-Oxley Act
of 2002 requires that we evaluate and report on our system of internal controls
over financial reporting and have our auditor attest to such evaluation. In 2004
we incurred operating costs totaling $2.0 million and capital costs totaling
$714,000 to comply with Section 404. Since our systems, processes and internal
controls thereon change over time, we cannot assure you that there may not be
material weaknesses that would be required to be reported in the future.

We must apply a direct value method to determine the fair value of our cable
certificate assets for purposes of impairment testing on an annual basis.
Impairment testing may result in a material, non-cash write-down of our cable
certificate or goodwill assets and could have a material adverse impact on our
results of operations.

Under Statement of Financial Accounting Standard No. 142, "Goodwill and Other
Intangible Assets," we must test our goodwill and other intangible assets with
indefinite lives for impairment at least annually. On September 29, 2004, the
SEC issued SEC Staff Announcement Topic "Use of the Residual Method to Value
Acquired Assets Other than Goodwill," requiring us to apply no later than
January 1, 2005 a direct value method to determine the fair value of our
intangible assets with indefinite lives other than goodwill for purposes of
impairment testing. We must also recognize previously unrecognized intangible
assets, if any, in the determination of fair value for impairment testing
purposes. Our cable certificate assets are our only indefinite-lived assets
other than goodwill as of December 31, 2004. Our cable certificate assets were
originally valued and recorded using the residual method. Impairment testing of
our cable certificate assets in future periods under Statement of Financial
Accounting Standard No. 142 must use a direct value method pursuant to such SEC
Staff Announcement, which may result in a material, non-cash write-down of our
cable certificate assets and could have a material adverse impact on our results
of operations.

Our significant debt could adversely affect our business and prevent us from
fulfilling our obligations under our senior notes.

We have and will continue to have a significant amount of debt. On December 31,
2004, we had total debt of approximately $476.8 million. Our high level of debt
could have important consequences, including the following:
     o   use of a large portion of our cash flow to pay principal and interest
         on our Senior Notes, the senior secured credit facility and our other
         debt, which will reduce the availability of our cash flow to fund
         working capital, capital expenditures, research and development
         expenditures and other business activities;
     o   current and future debt under our senior secured credit facility will
         continue to be secured;
     o   increase our vulnerability to general adverse economic and industry
         conditions;
     o   limit our flexibility in planning for, or reacting to, changes in our
         business and the industry in which we operate;
     o   restrict us from making strategic acquisitions or exploiting business
         opportunities;
     o   make it more difficult for us to satisfy our obligations with respect
         to the senior notes and our other debt;
     o   place us at a competitive disadvantage compared to our competitors that
         have less debt; and
     o   limit, along with the financial and other restrictive covenants in our
         debt, among other things, our ability to borrow additional funds,
         dispose of assets or pay cash dividends.

In addition, a substantial amount of our debt bears interest at variable rates.
If market interest rates increase, variable-rate debt will create higher debt
service requirements, which would adversely affect our financial position,
results of operations or liquidity.

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We will require a significant amount of cash to service our debt. Our ability to
generate cash depends on many factors beyond our control.

Our ability to make payments on and to refinance our debt and to fund planned
capital expenditures and business development efforts will depend on our ability
to generate cash in the future. This is subject to general economic, financial,
competitive, legislative, regulatory and other factors that may be beyond our
control.

Our business may not generate sufficient cash flow from operations and future
borrowings may not be available to us under our senior secured credit facility
or otherwise in an amount sufficient to enable us to pay our debt or to fund our
other liquidity needs. We may need to refinance all or a portion of our debt on
or before maturity. We may not be able to refinance any of our debt on
commercially reasonable terms or at all.

Despite our current significant level of debt, we may still be able to incur
substantially more debt. This could further exacerbate the risks associated with
our substantial debt.

We may be able to incur substantial debt in the future. Although the indenture
governing the senior notes contains restrictions on the incurrence of additional
debt, these restrictions are subject to a number of qualifications and
exceptions and, under certain circumstances, debt incurred in compliance with
these restrictions could be substantial. If new debt is added to our current
debt levels, the substantial risks described above would intensify.

The terms of our debt impose restrictions on us that may affect our ability to
successfully operate our business and our ability to make payments on the senior
notes.

The indenture governing our senior notes contains and/or the credit agreement
governing our senior secured credit facility contains covenants that, among
other things, limit our ability to:

     o   incur additional debt and issue preferred stock;
     o   pay dividends or make other restricted payments;
     o   make certain investments;
     o   create liens;
     o   allow restrictions on the ability of certain of our subsidiaries to pay
         dividends or make other payments to us;
     o   sell assets;
     o   merge or consolidate with other entities; and
     o   enter into transactions with affiliates.

The senior secured credit facility also requires us to comply with specified
financial ratios and tests, including, but not limited to, minimum interest
coverage ratio, maximum leverage ratio and maximum annual capital expenditures.

These covenants could materially and adversely affect our ability to finance our
future operations or capital needs and to engage in other business activities
that may be in our best interest.

All of these covenants may restrict our ability to expand or to pursue our
business strategies. Our ability to comply with these covenants may be affected
by events beyond our control, such as prevailing economic conditions and changes
in regulations, and if such events occur, we cannot be sure that we will be able
to comply. A breach of these covenants could result in a default under the
indenture governing our senior notes and/or the senior secured credit facility.
If there were an event of default under the indenture for the senior notes
and/or the senior secured credit facility, holders of such defaulted debt could
cause all amounts borrowed under these instruments to be due and payable
immediately. Additionally, if we fail to repay the debt under the senior secured
credit facility

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when it becomes due, the lenders under the senior secured credit
facility could proceed against certain of our assets and capital stock of our
subsidiaries that we have pledged to them as security. Our assets or cash flow
may not be sufficient to repay borrowings under our outstanding debt instruments
in the event of a default thereunder.

A significant percentage of our voting securities are owned by a small number of
shareholders and these shareholders can control stockholder decisions on very
important matters.

As of December 31, 2004, our executive officers and directors and their
affiliates owned approximately 9.4% of our combined outstanding Class A and
class B common stock, representing approximately 25.9% of the combined voting
power of that stock (including outstanding Series B preferred stock voting with
Class A common stock on an as-converted basis). These shareholders can
significantly influence, if not control, our management policy and all
fundamental corporate actions, including mergers, substantial acquisitions and
dispositions, and election of directors to the Board.

Terrorist attacks, such as the attacks that occurred on September 11, 2001, and
other attacks or acts of war may adversely affect us.

The attacks of September 11, 2001, and subsequent events have caused instability
in the local, national and international economies and markets and have led, and
may continue to lead, to further armed hostilities or to further acts of
terrorism in the United States or elsewhere, which could cause further
instability in such economies and markets. In addition, armed hostilities and
further acts of terrorism may directly impact our physical facilities and
operations or those of our customers. Furthermore, terrorist attacks, subsequent
events and future developments may adversely affect our customers or their
facilities or otherwise result in reduced demand from our customers for our
services. Any of the foregoing could subject our operations to increased risks
and, depending on their magnitude, could have a material adverse effect on our
financial position, results of operations or liquidity.

Employees

We employed 1,345 persons as of January 31, 2005, and we are not party to union
contracts with our employees. We believe our future success will depend upon our
continued ability to attract and retain highly skilled and qualified employees.
We believe that relations with our employees are satisfactory.

Other

No material portion of our businesses is subject to renegotiation of profits or
termination of contracts at the election of the federal government.

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Item 2.  Properties

General. Our properties do not lend themselves to description by character or
location of principal units. Our investment in property, plant and equipment in
our consolidated operations consisted of the following at December 31:

                                                         2004          2003
                                                     ---------------------------
         Telephone distribution systems                  59.0%         53.5%
         Cable television distribution systems           22.9%         24.9%
         Support equipment                                6.7%          7.1%
         Property and equipment under capital leases      6.9%          7.9%
         Construction in progress                         3.0%          5.2%
         Transportation equipment                         0.9%          0.9%
         Land and buildings                               0.6%          0.5%
                                                     ---------------------------
              Total                                     100.0%        100.0%
                                                     ===========================

These properties are divided among our operating segments at December 31, 2004
as follows: long-distance services, 49.7%; cable services, 24.3%; local access
services, 9.1%; Internet services, 6.0%; and all other, 10.9%.

These properties consist primarily of switching equipment, satellite earth
stations, fiber-optic networks, microwave radio and cable and wire facilities,
cable head-end equipment, coaxial distribution networks, routers, servers,
transportation equipment, computer equipment and general office equipment.
Substantially all of our properties secure our new Senior Credit Facility. You
should see note 7 to the "Notes to Consolidated Financial Statements" included
in Part II of this Report for more information.

Our construction in progress totaled $22.5 million at December 31, 2004,
consisting of long-distance, cable, local and Internet services, and support
systems projects that were incomplete at December 31, 2004. Our construction in
progress totaled $33.6 million at December 31, 2003, consisting of $16.5 million
for AULP West with the remainder consisting of long-distance, cable, local and
Internet services, and support systems projects that were incomplete at December
31, 2003.

Long-Distance Services. We operate a modern, competitive communications network
employing the latest digital transmission technology based upon fiber optic and
digital microwave facilities within and between Anchorage, Fairbanks and Juneau,
Alaska. Our network includes digital fiber optic cables linking Alaska to the
Lower 48 States and providing access to other carriers' networks for
communications around the world. We use satellite transmission to remote areas
of Alaska and for certain interstate and intrastate traffic, and to provide
backup facilities for certain portions of our long-haul fiber networks.

Our long-distance services segment owns properties and facilities including
satellite earth stations, and distribution, transportation and office equipment.
Additionally, in December 1992 we acquired capacity on an undersea fiber optic
cable from Seward, Alaska to Pacific City, Oregon which was taken out of service
in January 2004. See "Part I -- Item 1 -- Business -- Historical Development of
our Business During the Past Fiscal Year -- Fiber System Taken out of Service"
for more information. We completed construction of AULP East linking Alaska to
Seattle, Washington in February 1999. In June 2004, we completed the
construction of AULP West connecting Seward, Alaska and Warrenton, Oregon, with
leased backhaul facilities to connect it to our switching and distribution
centers in Anchorage, Alaska and Seattle, Washington.

We entered into a purchase and lease-purchase option agreement in August 1995
for the acquisition of satellite transponders on the PanAmSat Galaxy XR
satellite to meet our long-term satellite capacity requirements. We use the
satellite transponders pursuant to a long-term capital lease arrangement with a
leasing company. The purchase and lease-purchase option agreement provided for
the interim

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lease of transponder capacity on the PanAmSat Galaxy IX satellite through the
delivery of the purchased transponders on Galaxy XR in March 2000. See "Part I
-- Item 1 -- Business -- Historical Development of our Business During the Past
Fiscal Year -- Galaxy XR Satellite Propulsion System Failure" for more
information.

Effective June 30, 2001, we acquired, through the issuance of preferred stock, a
controlling interest in the corporation owning the 800-mile fiber optic cable
system that extends from Prudhoe Bay, Alaska to Valdez, Alaska via Fairbanks.

We lease our long-distance services industry segment's executive, corporate and
administrative facilities in Anchorage, Fairbanks and Juneau, Alaska. Our
operating, executive, corporate and administrative properties are in good
condition. We consider our properties suitable and adequate for our present
needs and they are being fully utilized.

Cable Services. The cable systems serve 35 communities and areas in Alaska
including Anchorage, Fairbanks, the Mat-Su Valley, and Juneau, the state's four
largest urban areas. As of December 31, 2004, the Cable Systems consisted of
approximately 2,300 miles of installed cable plant having between 450 to 625 MHz
of channel capacity. Our principal physical assets consist of cable television
distribution plant and equipment, including signal receiving, encoding and
decoding devices, headend reception facilities, distribution systems and
customer drop equipment for each of our cable television systems.

Our cable television plant and related equipment are generally attached to
utility poles under pole rental agreements with local public utilities and
telephone companies, and in certain locations are buried in underground ducts or
trenches. We own or lease real property for signal reception sites and business
offices in the communities served by our systems and for our principal executive
offices.

We own the receiving and distribution equipment of each system. In order to keep
pace with technological advances, we are maintaining, periodically upgrading and
rebuilding the physical components of our cable communications systems. Such
properties are in good condition. We own all of our service vehicles. We
consider our properties suitable and adequate for our present and anticipated
future needs.

Local Access Services. We operate a modern, competitive local access
communications network employing analog and the latest digital transmission
technology based upon fiber optic facilities within Anchorage, Fairbanks and
Juneau, Alaska. Our outside plant consists of connecting lines (aerial,
underground and buried cable), the majority of which is on or under public
roads, highways or streets, while the remainder is on or under private property.
Central office equipment primarily consists of digital electronic switching
equipment and circuit carrier transmission equipment. Operating equipment
consists of motor vehicles and other equipment.

Substantially all of our local access services' central office equipment,
administrative and business offices, and customer service centers are in leased
facilities. Such properties are in good condition. We consider our properties
suitable and adequate for our present and anticipated future needs.

Internet Services. We operate a modern, competitive Internet network employing
the latest available technology. We provide access to the Internet using a
platform that includes many of the latest advancements in technology. The
physical platform is concentrated in Anchorage and is extended into many remote
areas of Alaska. Our Internet platform includes trunks connecting our Anchorage,
Fairbanks, and Juneau facilities to Internet access points in Seattle through
multiple, diversely routed upstream Internet networks, and various other
routers, servers and support equipment.

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We lease our Internet services industry segment's operating facilities, located
primarily in Anchorage. Such properties are in good condition. We consider our
properties suitable and adequate for our present and anticipated future needs.

Capital Expenditures

Capital expenditures consist primarily of (a) gross additions to property, plant
and equipment having an estimated service life of one year or more, plus the
incidental costs of preparing the asset for its intended use, and (b) gross
additions to capitalized software.

The total investment in property, plant and equipment has increased from $507.9
million at January 1, 2000 to $745.3 million at December 31, 2004, including
construction in progress and not including deductions of accumulated
depreciation. Significant additions to property, plant and equipment will be
required in the future to meet the growing demand for communications, Internet
and entertainment services and to continually modernize and improve such
services to meet competitive demands.

Our capital expenditures for 2000 through 2004 were as follows (in millions):

       2000        $ 50.9
       2001        $ 65.6
       2002        $ 65.1
       2003        $ 62.5
       2004        $ 111.8

We project capital expenditures of $80 million to $85 million for 2005. We have
made purchase commitments totaling approximately $43 million at December 31,
2004. A majority of the expenditures are expected to expand, enhance and
modernize our current networks, facilities and operating systems, and to develop
other businesses.

During 2004, we funded our normal business capital requirements substantially
through internal sources and, to the extent necessary, from external financing
sources. We expect expenditures for 2005 to be financed in the same manner.

Insurance

We have insurance to cover risks incurred in the ordinary course of business,
including general liability, property coverage, director and officers and
employment practices liability, auto, crime, fiduciary, aviation, and business
interruption insurance in amounts typical of similar operators in our industry
and with reputable insurance providers. Central office equipment, buildings,
furniture and fixtures and certain operating and other equipment are insured
under a blanket property insurance program. This program provides substantial
limits of coverage against "all risks" of loss including fire, windstorm, flood,
earthquake and other perils not specifically excluded by the terms of the
policies. As is typical in the communications industry, we are self-insured for
damage or loss to certain of our transmission facilities, including our buried,
under sea, and above-ground transmission lines. We self-insure with respect to
employee health insurance and workers compensation, subject to stop-loss
insurance with other parties that caps our liability at specified limits. We
believe our insurance coverage is adequate, however if we become subject to
substantial uninsured liabilities due to damage or loss to such facilities, our
financial results may be adversely affected.

Item 3.  Legal Proceedings

Except as set forth in this item, neither the Company, its property nor any of
its subsidiaries or their property is a party to or subject to any material
pending legal proceedings. We are parties to various

                                       64
<PAGE>
claims and pending litigation as part of the normal course of business. We are
also involved in several administrative proceedings and filings with the FCC,
Department of Labor and state regulatory authorities. In the opinion of
management, the nature and disposition of these matters are considered routine
and arising in the ordinary course of business. Management believes these
matters would not have a materially adverse affect on our business or financial
position, results of operations or liquidity.

Item 4. Submissions of Matters to a Vote of Security Holders

No matters were submitted during the fourth quarter of 2004 to a vote of
security holders, through the solicitation of proxies or otherwise.

                                       65
<PAGE>
                                     Part II

Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters

Market Information for Common Stock

Shares of GCI's Class A common stock are traded on the Nasdaq National Market
System tier of The Nasdaq Stock Market under the symbol GNCMA. Shares of GCI's
Class B common stock are traded on the Over-the-Counter market. Each share of
Class B common stock is convertible, at the option of the holder, into one share
of Class A common stock. The following table sets forth the high and low sales
price for the above-mentioned common stock for the periods indicated. Market
price data for Class A shares were obtained from the Nasdaq Stock Market System
quotation system. Market price data for Class B shares were obtained from
reported Over-the-Counter market transactions. The prices represent prices
between dealers, do not include retail markups, markdowns, or commissions, and
do not necessarily represent actual transactions.
<TABLE>
<CAPTION>
                                                Class A                   Class B
                                     ---------------------------------------------------
                                           High          Low         High         Low
        <S>                          <C>                 <C>        <C>           <C>
        2003:
             First Quarter           $     7.49          4.98        7.20         5.20
             Second Quarter          $     8.85          5.44        8.70         5.70
             Third Quarter           $     9.10          7.59        9.40         7.25
             Fourth Quarter          $    10.44          8.32       10.01         8.60

        2004:
             First Quarter           $     9.91          8.30        9.50         8.60
             Second Quarter          $     9.78          7.49        9.50         8.10
             Third Quarter           $     9.12          7.25        9.00         7.60
             Fourth Quarter          $    11.20          8.92       11.25         8.91
</TABLE>
Holders

As of December 31, 2004 there were 1,962 holders of record of our Class A common
stock and 423 holders of record of our Class B common stock (amounts do not
include the number of shareholders whose shares are held of record by brokers,
but do include the brokerage house as one shareholder).

Dividends

We have never paid cash dividends on our common stock and we have no present
intention of doing so. Payment of cash dividends in the future, if any, will be
determined by our Board of Directors in light of our earnings, financial
condition and other relevant considerations. Our existing bank loan agreements
contain provisions that prohibit payment of dividends on common stock, other
than stock dividends (you should see note 7 to the "Consolidated Financial
Statements" included in Part II of this Report for more information).

Stock Transfer Agent and Registrar

Mellon Investor Services is our stock transfer agent and registrar.

                                       66
<PAGE>
Unregistered Sales of Equity Securities and Use of Proceeds

(a) Not applicable.
(b) Not applicable.
(c) Repurchase made in the quarter ended December 31, 2004.
<TABLE>
<CAPTION>
           ------------------------------------------------------------------------------------------------
                                        Issuer Purchases of Equity Securities
           ------------------------------------------------------------------------------------------------
                                                                                      (d) Maximum Number
                                                                 (c) Total Number       (or approximate
                                                                    of Shares          Dollar Value) of
                                    (a) Total                    Purchased as Part    Shares that May Yet
                                    Number of      (b) Average      of Publicly        Be Purchased Under
                                      Shares       Price Paid     Announced Plans         the Plans or
                 Period             Purchased       per Share     or Programs (1)         Programs (2)
           --------------------- --------------- -------------- ------------------- -----------------------
           <S>                      <C>             <C>              <C>                <C>
           October 1, 2004 to
           October 31, 2004         137,600 (3)       $9.21          165,600            $8.479 million
           --------------------- --------------- -------------- ------------------- -----------------------
           November 1, 2004 to
           November 30, 2004            ---             ---              ---                       ---
           --------------------- --------------- -------------- ------------------- -----------------------
           December 1, 2004 to
           December 31, 2004      3,852,090 (4)       $8.39          266,181            $7.425 million
<FN>
---------------------
1  The repurchase plan was publicly announced on November 3, 2004. Our plan does
   not have an expiration date, however transactions pursuant to the plan are
   subject to periodic approval by our Board of Directors and must receive the
   consents of our lenders and preferred shareholder. We expect to continue the
   repurchases throughout 2005 subject to the availability of free cash flow,
   credit facilities, the price of our Class A and Class B common stock and the
   requisite consents of our lenders and preferred shareholder. We do not intend
   to terminate this plan in 2005. No plan has expired during the quarter ended
   December 31, 2004.
2  The total amount approved for repurchase was $10.0 million.
3  Open-market purchases.
4  Consists of 3,751,509 shares at $8.33 per share purchased from MCI not
   pursuant to the repurchase plan, and other private party purchases pursuant
   to the repurchase plan of 100,581 shares at an average price of $10.49 per
   share.
</FN>
</TABLE>

                                       67
<PAGE>
Item 6.  Selected Financial Data

The following table presents selected information relating to financial
condition and results of operations over the past five years.
<TABLE>
<CAPTION>
                                                                               Years ended December 31,
                                                            -----------------------------------------------------------------
                                                                 2004          2003         2002         2001         2000
                                                                 ----          ----         ----         ----         ----
                                                                     (Amounts in thousands except per share amounts)
     <S>                                                    <C>               <C>          <C>          <C>          <C>
     Revenues                                               $   424,826       390,797      367,842      357,258      292,605
     Net income (loss) before income taxes and
       cumulative effect of a change in accounting
       principle                                            $    38,715        26,160       12,322        8,659      (21,649)
     Cumulative effect of a change in accounting
       principal, net of income tax benefit of $367 in
       2003                                                 $      ---           (544)         ---          ---          ---
     Net income (loss)                                      $    21,252        15,542        6,663        4,589      (13,234)
     Basic net income (loss) per common share               $      0.35          0.24         0.08         0.05        (0.29)
     Diluted net income (loss) per common share             $      0.34          0.24         0.08         0.05        (0.29)
     Total assets                                           $   849,191       763,020      738,782      734,679      679,007
     Long-term debt, including current portion              $   437,137       345,000      357,700      351,700      334,400
     Obligations under capital leases, including
       current portion                                      $    39,661        44,775       46,632       47,282       48,696
     Redeemable preferred stock:
       Series B                                             $     4,249        15,664       16,907       16,907       22,589
       Series C                                             $       ---        10,000       10,000       10,000          ---
     Total stockholders' equity                             $   234,270       226,642      208,220      202,392      183,480
     Dividends declared per common share                    $      0.00          0.00         0.00         0.00         0.00
</TABLE>
     The Selected Financial Data should be read in conjunction with "Part II --
     Item 7 -- Management's Discussion and Analysis of Financial Condition and
     Results of Operations."

                                       68
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations

In the following discussion, General Communication, Inc. and its direct and
indirect subsidiaries are referred to as "we," "us" and "our."

Management's Discussion and Analysis of Financial Condition and Results of
Operations discusses our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
us to make estimates and assumptions that affect the reported amounts of assets
and liabilities and the disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. On an on-going basis, we evaluate our
estimates and judgments, including those related to unbilled revenues, Cost of
Goods Sold (exclusive of depreciation, amortization and accretion shown
separately) ("Cost of Goods Sold") accruals, allowance for doubtful accounts,
depreciation, amortization and accretion periods, intangible assets, income
taxes, and contingencies and litigation. We base our estimates and judgments on
historical experience and on various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions. See also our "Cautionary
Statement Regarding Forward-Looking Statements."

General Overview

Through our focus on long-term results, acquisitions, and strategic capital
investments, we strive to consistently grow our revenues and expand our margins.
We have historically met our cash needs for operations, regular capital
expenditures and maintenance capital expenditures through our cash flows from
operating activities. Historically, cash requirements for significant
acquisitions and major capital expenditures have been provided largely through
our financing activities. We funded the construction of a new fiber optic cable
system through our operating cash flows and with draws on our new Senior Credit
Facility, as further discussed in Liquidity and Capital Resources in this
report.

Results of Operations

The following table sets forth selected Statement of Operations data as a
percentage of total revenues for the periods indicated (underlying data rounded
to the nearest thousands):
<TABLE>
<CAPTION>
                                                       Year Ended December 31,         Percentage Change (1)
                                                       -----------------------         ---------------------
                                                                                          2004        2003
                                                                                           vs.         vs.
                                                    2004        2003         2002         2003        2002
                                                    ----        ----         ----         ----        ----
<S>                                                <C>         <C>          <C>           <C>         <C>
Statement of Operations Data:
  Revenues:
    Long-distance services segment                  49.5%       52.3%        55.7%         2.7%       (0.2%)
    Cable services segment                          23.9%       24.6%        24.1%         5.7%        8.2%
    Local access services segment                   11.0%       10.0%         8.7%        20.4%       21.6%
    Internet services segment                        6.1%        5.1%         4.3%        30.9%       27.3%
    All other                                        9.5%        8.0%         7.2%        28.5%       18.1%
                                                -----------------------------------------------------------------
      Total revenues                               100.0%      100.0%       100.0%         8.7%        6.2%
</TABLE>
                                       69
<PAGE>
<TABLE>
<CAPTION>
                                                       Year Ended December 31,         Percentage Change (1)
                                                       -----------------------         ---------------------
                                                                                          2004        2003
                                                                                           vs.         vs.
                                                    2004        2003         2002         2003        2002
                                                    ----        ----         ----         ----        ----
<S>                                                <C>         <C>          <C>           <C>         <C>
  Cost of goods sold                                32.8%       32.1%        33.6%        11.3%        1.5%
  Selling, general and administrative expenses      34.7%       35.5%        35.1%         6.2%        7.5%
  Bad debt expense (recovery)                       (0.3%)       0.0%         3.6%      (503.4%)    (101.4%)
  Impairment charge                                  0.0%        1.4%         0.0%          NM          NM
  Depreciation, amortization and accretion
    expense                                         14.9%       13.6%        15.3%        18.2%       (5.3%)
                                                -----------------------------------------------------------------
      Operating income                              17.9%       17.4%        12.4%        11.4%       48.9%
      Net income before income taxes and
        cumulative effect of a change in
        accounting principle in 2003                 9.1%        6.7%         3.3%        48.0%      112.3%
      Net income before cumulative effect of a
        change in accounting principle in 2003       5.0%        4.1%         3.3%        32.1%      141.4%
      Net income                                     5.0%        4.0%         1.8%        37.7%      133.3%
Other Operating Data:
Long-distance services segment operating
   income (2)                                       44.4%       43.5%        34.7%         5.0%       25.3%
Cable services segment operating income (3)         26.0%       26.0%        26.5%         5.8%        6.4%
Local access services segment operating loss (4)   (12.1%)     (15.8%)      (26.1%)        7.9%       26.4%
Internet services segment operating income
   (loss) (5)                                       21.0%        8.2%       (10.5%)      236.6%      198.9%
<FN>
--------------------------
1  Percentage change in underlying data.
2  Computed by dividing total external long-distance services segment operating
   income by total external long-distance services segment revenues.
3  Computed by dividing total external cable services segment operating income
   by total external cable services segment revenues.
4  Computed by dividing total external local access services segment operating
   loss by total external local access services segment revenues.
5  Computed by dividing total external Internet services segment operating
   income (loss) by total external Internet services segment revenues.
NM - Not meaningful
--------------------------
</FN>
</TABLE>

Year Ended December 31, 2004 ("2004") Compared To Year Ended December 31, 2003
("2003")

Overview of Revenues and Cost of Goods Sold
Total revenues increased 8.7% from $390.8 million in 2003 to $424.8 million in
2004. All of our segments and All Other Services contributed to the increase in
total revenues. See the discussion below for more information by segment.

Total Cost of Goods Sold increased 11.3% from $125.4 million in 2003 to $139.6
million in 2004. All of our segments and All Other Services contributed to the
increase in total Cost of Goods Sold. See the discussion below for more
information by segment.

                                       70
<PAGE>
Long-Distance Services Segment Overview
Long-distance services segment revenue in 2004 represented 49.5% of consolidated
revenues. Our provision of interstate and intrastate long-distance services,
private line and leased dedicated capacity services, and broadband services
accounted for 92.3% of our total long-distance services segment revenues during
2004.

Factors that have the greatest impact on year-to-year changes in long-distance
services segment revenues include the rate per minute charged to customers,
usage volumes expressed as minutes of use, and the number of private line,
leased dedicated service and broadband products in use.

Due in large part to the favorable synergistic effects of our bundling strategy,
the long-distance services segment continues to be a significant contributor to
our overall performance, although the migration of traffic from voice to data
and from fixed to mobile wireless continues.

Our long-distance services segment faces significant competition from AT&T
Alascom, long-distance resellers, and local telephone companies that have
entered the long-distance market. We believe our approach to developing,
pricing, and providing long-distance services and bundling different business
segment services will continue to allow us to be competitive in providing those
services.

On July 21, 2002 MCI and substantially all of its active United States
subsidiaries, on a combined basis a major customer, filed voluntary petitions
for reorganization under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court. On July 22, 2003, the United States Bankruptcy
Court approved a settlement agreement for pre-petition amounts owed to us by MCI
and affirmed all of our existing contracts with MCI. MCI emerged from bankruptcy
protection on April 20, 2004. The remaining pre-petition accounts receivable
balance owed by MCI to us after this settlement was $11.1 million ("MCI credit")
which we have used and will continue to use as a credit against amounts payable
for services purchased from MCI.

After settlement, we began reducing the MCI credit as we utilized it for
services otherwise payable to MCI. We have accounted for our use of the MCI
credit as a gain contingency, and, accordingly, are recognizing a reduction of
bad debt expense as services are provided by MCI and the credit is realized.
During 2004 and 2003 we realized approximately $4.2 million and $2.8 million,
respectively, of the MCI credit against amounts payable for services received
from MCI.

The remaining unused MCI credit totaled $3.7 million and $7.9 million at
December 31, 2004 and 2003, respectively. The credit balance is not recorded on
the Consolidated Balance Sheet as we are recognizing recovery of bad debt
expense as the credit is realized.

In February 2005 Verizon Communications, Inc. agreed to purchase MCI. The
agreement requires approval of shareholders and anti-trust regulators. Verizon
has allowed MCI two weeks beginning in early March 2005 to conduct additional
talks with Quest Communications International, Inc., another potential buyer. We
are unable to predict the impact that a merger with or an acquisition of MCI
will have upon us in the long-term, however given the materiality of MCI's
revenues to us, a significant reduction in traffic or pricing could have a
material adverse effect on our financial position, results of operations and
liquidity.

The initial term of our contract to provide interstate and intrastate
long-distance services to Sprint ends in March 2007 with two one-year automatic
extensions to March 2009. In June 2004 we amended the original agreement
resulting in new annual rate reductions beginning July 2004. Contractual rate
reductions will continue to occur annually through the end of the initial term
of the contract.

In December 2004 Sprint and Nextel Communications, Inc. announced a merger. The
agreement requires approval of shareholders and anti-trust regulators, as well
as state utility commissions that

                                       71
<PAGE>
license phone service. We are unable to predict the outcome this merger will
have upon us in the long-term.

Other common carrier traffic routed to us for termination in Alaska is largely
dependent on traffic routed to MCI and Sprint by their customers. Pricing
pressures, new program offerings, business failures, and market and business
consolidations continue to evolve in the markets served by MCI and Sprint. If,
as a result, their traffic is reduced, or if their competitors' costs to
terminate or originate traffic in Alaska are reduced, our traffic will also
likely be reduced, and our pricing may be reduced to respond to competitive
pressures, consistent with federal law. Additionally, disruption in the economy
resulting from terrorist attacks and other attacks or acts of war could affect
our carrier customers. We are unable to predict the effect on us of such
changes, however given the materiality of other common carrier revenues to us, a
significant reduction in traffic or pricing could have a material adverse effect
on our financial position, results of operations and liquidity.

Long-distance Services Segment Revenues
Total long-distance services segment revenues increased 2.7% to $210.1 million
in 2004. The components of long-distance services segment revenues are as
follows (amounts in thousands):
<TABLE>
<CAPTION>
                                                                        2004              2003        Percentage Change
                                                                   --------------    -------------    -----------------
   <S>                                                            <C>                   <C>                <C>
   Common carrier message telephone services                      $    81,873            91,700            (10.7%)
   Residential, commercial and governmental message
     telephone services                                                39,045            39,701             (1.7%)
   Private line and private network services                           42,885            37,123             15.5%
   Broadband services                                                  30,173            25,167             19.9%
   Lease of fiber optic cable system capacity                          16,159            10,876             48.6%
                                                                   --------------    -------------    -----------------
   Total long-distance services segment revenue                   $   210,135           204,567              2.7%
                                                                   ==============    =============    =================
</TABLE>
Common Carrier Message Telephone Services Revenue
The 2004 decrease in message telephone service revenues from other common
carriers (principally MCI and Sprint) resulted from the following:

     o   A 10.0% decrease in the average rate per minute on minutes carried for
         other common carriers primarily due to the decreased average rate per
         minute as agreed to in the June 2004 amendment of our contract to
         provide interstate and intrastate long-distance services to Sprint and
         in the July 2003 extension of our contract to provide interstate and
         intrastate long-distance services to MCI,
     o   A $708,000 credit given to a certain other common carrier customer in
         the fourth quarter of 2004 resulting from a rate per minute overcharge
         in 2004 and 2003, and
     o   A $411,000 increase in 2004 as compared to 2003 in a discount given to
         a certain other common carrier customer which started in the third
         quarter of 2003.

The decrease in message telephone service revenues from other common carriers in
2004 was partially off-set by a 1.9% increase in wholesale minutes carried to
891.2 million minutes.

                                       72
<PAGE>
Residential, Commercial and Governmental Message Telephone Services Revenue
Selected key performance indicators for our offering of message telephone
service to residential, commercial and governmental customers follow:
<TABLE>
<CAPTION>
                                                      2004                 2003            Percentage Change
                                               ------------------    ------------------    -----------------
   <S>                                           <C>                   <C>                       <C>
   Retail minutes carried                        305.9 million         284.3 million              7.6%
   Average rate per minute (1)                       $0.131               $0.138                 (5.1%)
   Number of active residential,
     commercial and governmental
     customers (2)                                   91,300               85,600                  6.7%
<FN>
-----------------
   1  Residential, commercial and governmental message telephone services
      excluding plan fees associated with the carriage of data services divided
      by the retail minutes carried.
   2  All current subscribers who have had calling activity during December 2004
      and 2003, respectively.
</FN>
</TABLE>
The decrease in message telephone service revenues from residential, commercial,
and governmental customers in 2004 is primarily due to a decrease in the average
rate per minute. Our average rate per minute decrease is primarily due to our
promotion of and customers' enrollment in calling plans offering a certain
number of minutes for a flat monthly fee.

The decrease in message telephone service to residential, commercial and
governmental customers in 2004 is partially off-set by the following:

     o   Increased minutes carried for these customers primarily due to our
         contract to provide services to the State of Alaska starting in the
         first quarter of 2004, and
     o   An increase in the number of active residential, commercial, and
         governmental customers billed primarily due to our promotion of and our
         customers' enrollment in a new bundled offering to our residential
         customers, partially off-set by the effect of customers substituting
         cellular phone, prepaid calling card, and email usage for direct dial
         minutes.

Broadband Services Revenue
The increase in revenues from our packaged telecommunications offering to rural
hospitals and health clinics and our SchoolAccess(TM) offering to rural school
districts in 2004 is primarily due to the following:

     o   An increased number of circuits leased to rural hospitals, health
         clinics, and rural school districts to both existing and a new customer
         resulting in increased revenue of $2.2 million, and
     o   A $2.7 million increase in special project revenue for services sold to
         the federal government.

Fiber Optic Cable System Capacity Lease Revenue
The increase in revenues from the lease of fiber optic cable system capacity is
primarily due to a lease of capacity on the AULP East fiber optic cable system
resulting in increased monthly revenue of approximately $430,000 starting in
July 2004.

Long-distance Services Segment Cost of Goods Sold
Long-distance services segment Cost of Goods Sold increased 1.4% to $54.1
million in 2004 primarily due to the following:

     o   A 7.6% increase in retail minutes carried,
     o   A 1.9% increase in wholesale minutes carried, and

                                       73
<PAGE>
     o   A $2.3 million refund ($1.9 million after deducting certain direct
         costs) in 2003 from a local exchange carrier in respect of its earnings
         that exceeded regulatory requirements that did not recur in 2004.

The increase in the long-distance services segment Cost of Goods Sold is
partially off-set by the following:

     o   In the course of business we estimate unbilled long-distance services
         Cost of Goods Sold based upon minutes of use processed through our
         network and established rates. Such estimates are revised when
         subsequent billings are received, payments are made, billing matters
         are researched and resolved, tariffed billing periods lapse, or when
         disputed charges are resolved. Our favorable adjustments decreased to
         $2.2 million in 2004 from $3.4 million in 2003.
     o   Reductions in access costs due to distribution and termination of our
         traffic on our own local access services network instead of paying
         other carriers to distribute and terminate our traffic. The statewide
         average cost savings is approximately $.010 and $.061 per minute for
         interstate and intrastate traffic, respectively. We expect cost savings
         to continue to occur as long-distance traffic originated, carried, and
         terminated on our own facilities grows.

Long-distance Services Segment Operating Income
Long-distance services segment operating income increased 5.0% to $93.4 million
from 2003 to 2004 primarily due to the following:

     o   The 2.7% increase in long-distance services segment revenues to $210.1
         million in 2004,
     o   Realization of approximately $4.2 million of the MCI credit through a
         reduction to bad debt expense in 2004, as further discussed in the
         "Long Distance Service Overview" above. We realized approximately $2.8
         million of the MCI credit through a reduction to bad debt expense in
         2003, and
     o   In 2003, we reported an impairment charge of $5.4 million representing
         the remaining net book value recorded for our North Pacific Cable asset
         as further described in the "Impairment Charge" section below.

The long-distance services segment operating income increase was partially
off-set by the following:

     o   The 1.4% increase in long-distance services segment costs of goods sold
         to $54.1 million in 2004, as discussed above,
     o   A 6.3% increase in long-distance services segment selling, general and
         administrative expenses to $40.1 million primarily due to an
         approximately $1.0 million increase in fiber repair expenses in 2004
         compared to 2003. The increase in fiber repair expenses is the result
         of the repair of AULP East in July 2004 with a total repair cost of
         approximately $311,000 and the reversal of an accrual for estimated
         fiber repair costs of $700,000 in 2003, and
     o   A 26.3% increase in long-distance services segment depreciation,
         amortization and accretion expense to $25.5 million in 2004 as compared
         to 2003 primarily due to our investment in long-distance services
         segment equipment and facilities placed into service during the year
         ended December 31, 2003 for which a full year of depreciation was
         recorded in the year ended December 31, 2004, and our investment in
         long-distance services segment equipment and facilities placed into
         service during the year ended December 31, 2004 for which a partial
         year of depreciation was recorded in the year ended December 31, 2004.

Cable Services Segment Overview
Cable services segment revenues in 2004 represented 23.9% of consolidated
revenues. Our cable systems serve 35 communities and areas in Alaska, including
the state's four largest population centers, Anchorage, Fairbanks, the Mat-Su
Valley and Juneau. On February 1, 2005 we acquired all

                                       74
<PAGE>
of the assets of Barrow Cable TV, Inc. ("BCTV") for approximately $1.6 million.
We expect the BCTV asset purchase to result in additional subscribers totaling
approximately 950 and additional homes passed totaling approximately 1,600.

We generate cable services segment revenues from four primary sources: (1)
digital and analog programming services, including monthly basic and premium
subscriptions, pay-per-view movies and other one-time events, such as sporting
events; (2) equipment rentals and installation; (3) cable modem services (shared
with our Internet services segment); and (4) advertising sales. During 2004
programming services generated 72.6% of total cable services segment revenues,
cable services' allocable share of cable modem services accounted for 12.6% of
such revenues, equipment rental and installation fees accounted for 9.6% of such
revenues, advertising sales accounted for 4.3% of such revenues, and other
services accounted for the remaining 0.9% of total cable services segment
revenues.

The primary factors that contribute to year-to-year changes in cable services
segment revenues include average monthly subscription rates and pay-per-view
buys, the mix among basic, premium and digital tier services, the average number
of cable television and cable modem subscribers during a given reporting period,
set-top box utilization and related rates, revenues generated from new product
offerings, and sales of cable advertising services.

We distribute local Anchorage broadcaster signals to all of our cable systems.
This local programming provides additional value to our cable subscribers that
not all our DBS competitors can provide. In the third quarter of 2003 DBS
service provider Dish Network (EchoStar Communications Corporation) began
providing, for an additional fee, Anchorage based broadcaster programming in
Anchorage and in other Alaska communities where there is not a similar local
broadcast affiliate.

Cable Services Segment Revenues and Cost of Goods Sold
Selected key performance indicators for our cable services segment follow:
<TABLE>
<CAPTION>
                                                              December 31,              Percentage
                                                         2004             2003            Change
                                                    -------------    -------------    ----------------
   <S>                                                  <C>              <C>               <C>
   Basic subscribers                                    134,700          134,400            0.2%
   Digital programming tier subscribers                  46,100           34,900           32.1%
   Cable modem subscribers                               65,500           46,000           42.4%
   Homes passed                                         207,200          202,200            2.5%
</TABLE>
A basic cable subscriber is defined as one basic tier of service delivered to an
address or separate subunits thereof regardless of the number of outlets
purchased. A digital programming tier subscriber is defined as one digital
programming tier of service delivered to an address or separate subunits thereof
regardless of the number of outlets purchased.

A cable modem subscriber is defined by the purchase of cable modem service
regardless of the level of service purchased. If one entity purchases multiple
cable modem service access points, each access point is counted as a subscriber.

Total cable services segment revenues increased 5.7% to $101.4 million and
average gross revenue per average basic subscriber per month increased $3.27 or
5.4% in 2004.

The increase in cable services segment revenues is primarily due to the
following:

     o   A 76.8% increase in digital set-top box rental revenue to $8.2 million
         in 2004 primarily caused by the increased use of digital distribution
         technology,

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<PAGE>
     o   A 17.1% increase in its share of cable modem revenue (offered through
         our Internet services segment) to $12.8 million in 2004 due to an
         increased number of cable modems deployed. Approximately 99% of our
         cable homes passed are able to subscribe to our cable modem service,
         and
     o   A 33.1% increase in advertising sales revenue to $4.3 million in 2004
         primarily caused by an increase in Olympic and national and local
         political advertising.

Cable services segment Cost of Goods Sold increased 3.7% to $27.0 million in
2004 due to programming cost increases for most of our cable programming service
offerings. The increase in Cable services segment Cost of Goods Sold is
partially off-set by a refund received in 2004 from a supplier retroactive to
August 2003 and arrangements with suppliers in which we received rebates in 2004
upon us meeting specified goals.

Cable Services Segment Operating Income
Cable services segment operating income increased $1.4 million to $26.4 million
from 2003 to 2004 primarily due to the 5.7% increase in cable services segment
revenues to $101.4 million in 2004, partially off-set by the following:

     o   The 3.7% increase in cable services segment Costs of Goods Sold to
         $27.0 million in 2004, as described above,
     o   A $999,000 increase in cable services segment selling, general and
         administrative expenses to $28.1 million primarily due to a $408,000
         increase in labor and employee benefits costs, and
     o   A 10.1% increase in cable services segment depreciation, amortization
         and accretion expense to $19.0 million in 2004 as compared to 2003
         primarily due to our investment in cable services segment equipment and
         facilities placed into service during the year ended December 31, 2003
         for which a full year of depreciation was recorded in the year ended
         December 31, 2004, and our investment in cable services segment
         equipment and facilities placed into service during the year ended
         December 31, 2004 for which a partial year of depreciation was recorded
         in the year ended December 31, 2004.

Multiple System Operator ("MSO") Operating Statistics
Our operating statistics include capital expenditures and customer information
from our cable services segment and the components of our local access services
and Internet services segments which offer services utilizing our cable services
segment's facilities.

Our capital expenditures by standard reporting category for the year ended
December 31, 2004 and 2003 follows (amounts in thousands):

                                                      2004            2003
                                                 --------------    -------------
    Customer premise equipment                  $    16,772          10,713
    Commercial                                          574             705
    Scalable infrastructure                           4,979           2,221
    Line extensions                                   1,752           1,270
    Upgrade/rebuild                                   9,476           3,800
    Support capital                                   1,427             503
                                                 --------------    -------------
    Sub-total                                        34,980          19,212

    Remaining reportable segments and
      All Other capital expenditures                 76,824          43,267
                                                 --------------    -------------
                                                $   111,804          62,479
                                                 ==============    =============

The standardized definition of a customer relationship is the number of
customers that receive at least one level of service utilizing our cable
services segment's facilities, encompassing voice, video,

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<PAGE>
and data services, without regard to which services customers purchase. At
December, 2004 and 2003 we had 122,700 and 121,900 customer relationships,
respectively.

The standardized definition of a revenue generating unit is the sum of all
primary analog video, digital video, high-speed data, and telephony customers,
not counting additional outlets. At December 31, 2004 and 2003 we had 208,300
and 180,400 revenue generating units, respectively.

Local Access Services Segment Overview
During 2004 local access services segment revenues represented 11.0% of
consolidated revenues. We generate local access services segment revenues from
three primary sources: (1) business and residential basic dial tone services;
(2) business private line and special access services; and (3) business and
residential features and other charges, including voice mail, caller ID,
distinctive ring, inside wiring and subscriber line charges.

The primary factors that contribute to year-to-year changes in local access
services segment revenues include the average number of business and residential
subscribers to our services during a given reporting period, the average monthly
rates charged for non-traffic sensitive services, the number and type of
additional premium features selected, the traffic sensitive access rates charged
to carriers and the Universal Service Program.

Our local access services segment faces significant competition in Anchorage,
Fairbanks, and Juneau from ACS, which is the largest ILEC in Alaska, and from
AT&T Alascom, Inc. in Anchorage for residential services. We believe our
approach to developing, pricing, and providing local access services and
bundling different business segment services will allow us to be competitive in
providing those services.

At December 31, 2004, 112,100 lines were in service as compared to approximately
106,100 lines in service at December 31, 2003. We estimate that our 2004 lines
in service represents a statewide market share of approximately 24%. A line in
service is defined as a revenue generating circuit or channel connecting a
customer to the public switched telephone network.

Our access line mix at December 31, 2004 follows:

     o   Residential lines represent approximately 60% of our lines,
     o   Business customers represent approximately 35% of our lines, and
     o   Internet access customers represent approximately 5% of our lines.

In April 2004 we successfully launched our DLPS deployment utilizing our
Anchorage coaxial cable facilities. This service delivery method allows us to
utilize our own cable facilities to provide local access service to our
customers and avoid paying local loop charges to the ILEC. To ensure the
necessary equipment is available to us, we have committed to purchase a certain
number of outdoor, network powered multi-media adapters. At December 31, 2004 we
had approximately 8,000 DLPS lines in service. We plan to continue to deploy
additional DLPS lines during the year ended December 31, 2005.

Approximately 85% of our lines are provided on our own facilities and leased
local loops. Approximately 6% of our lines are provided using the UNE platform
delivery method.

In January 2005 we applied to the RCA to expand our existing certification for
the provision of competitive local service. We requested to provide service in
competition with the existing service provider in five service areas which
include the communities of Ketchikan, Cordova, Chitina, Glenallen, McCarthy,
Mentasta, Tatitlek, Valdez, Delta Junction, Homer, Kenai, Kodiak, Soldotna,
Nenana, North Pole, and the area from Eagle River to Healy. In addition, we have
requested approval

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<PAGE>
to offer local service in six areas covered by our cable facilities only which
include the communities of Wrangell, Petersburg, Sitka, Seward, Bethel, and
Nome.

We plan to offer service in these new areas using a combination of methods. To a
large extent, we plan to use our existing cable network to deliver local
services. Where we do not have cable plant, we may use wireless technologies and
resale of other carrier's services. We may lease portions of an existing
carrier's network or seek wholesale discounts, but our application is not
dependent upon access to either unbundled network elements of the ILEC's network
or wholesale discount rates for resale of ILEC services. We have requested the
RCA decide this application within at least six months.

On June 25, 2004 the RCA issued an order in our arbitration with ACS to revise
the rates, terms, and conditions that govern access to UNEs in the Anchorage
market. The RCA's ruling set rates for numerous elements of ACS' network, the
most significant being the lease rate for local loops. The order initially
increased the loop rate from $14.92 to $19.15 per loop per month. We immediately
filed a petition for reconsideration with the RCA to correct computational
errors and raise other issues. On August 20, 2004, the RCA ruled on the petition
and retroactively lowered the loop rate to $18.64 per month. We estimate the
ruling, absent other measures would increase our local access services segment
Cost of Goods Sold by as much as approximately $4.0 million during the year
ended December 31, 2005. In January 2005 we appealed the RCA ruling to the
Federal Circuit Court arguing that the pricing and methodology used by ACS and
approved by the RCA was flawed and in violation of federal law. We cannot
predict at this time the outcome of the petition for reconsideration or the
lawsuit.

In December 2003 we distributed our new Anchorage phone directory and began
recognizing revenue and Cost of Goods Sold in the local access services segment.
We recognized one month of revenue and Cost of Goods Sold in the fourth quarter
of 2003 and the remaining eleven months of revenue and Cost of Goods Sold were
recognized in 2004. In December 2004 we distributed a second Anchorage phone
directory and are using the same recognition method for revenue and Cost of
Goods Sold.

In October 2004 we completed distribution of our new Fairbanks and Juneau area
directories. We recognized three months of revenue and Cost of Goods Sold in
2004 and will recognize the remaining nine months of revenue and Cost of Goods
Sold in 2005.

Local Access Services Segment Revenues and Cost of Goods Sold
Local access services segment revenues increased 20.4% in 2004 to $47.0 million
primarily due to the following:

     o   Growth in the number of lines in service from 106,100 to 112,100,
     o   $1.5 million increase to $4.1 million in support from the Universal
         Service Program, and
     o   $2.0 million increase in revenues to $2.2 million from our phone
         directories.

The increase in local access services segment revenues is partially off-set by
access rate decreases.

Local access services segment Cost of Goods Sold increased 22.4% to $29.1
million in 2004 primarily due to the growth in the average number of lines in
service and the increased costs resulting from the RCA's Anchorage UNE
arbitration settlement order in June 2004 discussed above.

Local Access Services Segment Operating Loss
Local access services segment operating loss decreased 7.9% to ($5.7) million
from 2003 to 2004 primarily due to the 20.4% revenue increase to $47.0 million
partially off-set by the following:

     o   The 22.4% increase in Cost of Goods Sold to $29.1 million,

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<PAGE>
     o   A $598,000 increase in local services segment selling, general and
         administrative expenses to $18.3 million, and
     o   A 39.1% increase in local services segment depreciation, amortization
         and accretion expense to $4.9 million in 2004 as compared to 2003
         primarily due to our investment in local access services segment
         equipment and facilities placed into service during the year ended
         December 31, 2003 for which a full year of depreciation was recorded in
         the year ended December 31, 2004, and our investment in local access
         services segment equipment and facilities placed into service during
         the year ended December 31, 2004 for which a partial year of
         depreciation was recorded in the year ended December 31, 2004.

The local access services segment operating results are negatively affected by
the allocation of the benefit of access cost savings to the long-distance
services segment. If the local access services segment received credit for the
access charge reductions recorded by the long distance services segment, the
local access services segment operating loss would have improved by
approximately $7.1 million and the long distance services segment operating
income would have been reduced by an equal amount in 2004. Avoided access
charges totaled approximately $6.9 million in 2003. The amount of allocated
access cost savings is affected by access rate decreases from 2003 to 2004.

Internet Services Segment Overview
During 2004 Internet services segment revenues represented 6.1% of consolidated
revenues. We generate Internet services segment revenues from three primary
sources: (1) access product services, including commercial, Internet service
provider, and retail dial-up access; (2) network management services; and (3)
Internet services segment's allocable share of cable modem revenue (a portion of
cable modem revenue is also recognized by our cable services segment).

The primary factors that contribute to year-to-year changes in Internet services
segment revenues include the average number of subscribers to our services
during a given reporting period, the average monthly subscription rates, the
amount of bandwidth purchased by large commercial customers, and the number and
type of additional premium features selected.

Marketing campaigns continue to be deployed targeting residential and commercial
customers featuring bundled products. Our Internet offerings are bundled with
various combinations of our long-distance, cable, and local access services
segments' offerings and provide free or discounted basic or premium Internet
services. Value-added premium Internet features are available for additional
charges.

We compete with a number of Internet service providers in our markets. We
believe our approach to developing, pricing, and providing Internet services
allows us to be competitive in providing those services.

Internet Services Segment Revenues and Cost of Goods Sold
Selected key performance indicators for our Internet services segment follow:
<TABLE>
<CAPTION>
                                                      December 31,               Percentage
                                                 2004             2003             Change
                                             ------------     ------------    ---------------
   <S>                                         <C>               <C>               <C>
   Total Internet subscribers                  101,600           95,700              6.2%
   Cable modem subscribers                      65,500           46,000             42.4%
   Dial-up subscribers                          36,100           49,600            (27.2%)
</TABLE>
Total Internet subscribers are defined by the purchase of Internet access
service regardless of the level of service purchased. If one entity purchases
multiple Internet access service points, that entity is included in our total
Internet subscriber count at a rate equal to the number of access points
purchased. A subscriber with both cable modem and dial-up service is included
once as a cable modem subscriber.

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<PAGE>
A dial-up subscriber is defined by the purchase of dial-up Internet service
regardless of the level of service purchased. If one entity purchases multiple
dial-up service access points, each access point is counted as a subscriber.

Total Internet services segment revenues increased 30.9% to $26.0 million in
2004 primarily due to the 26.1% increase in its allocable share of cable modem
revenues to $11.4 million in 2004 as compared to 2003. The increase in cable
modem revenues is primarily due to growth in cable modem subscribers.

Internet services Cost of Goods Sold increased 19.3% to $7.0 million in 2004
associated with increased Internet services segment revenues.

Internet Services Segment Operating Income
Internet services segment operating income increased 236.7% to $5.5 million from
2003 to 2004 primarily due to the 30.9% increase in Internet services segment
revenues to $26.0 million in 2004 partially off-set by the 19.3% increase in
Internet services segment Cost of Goods Sold to $7.0 million in 2004, and a
$788,000 increase in selling, general and administrative expenses to $9.4
million. The increase in selling, general and administrative expenses is due to
an approximately $771,000 increase in labor and employee benefits costs.

All Other Overview
Revenues reported in the All Other category as described in note 12 in the
accompanying "Notes to Consolidated Financial Statements" include our managed
services, product sales, and cellular telephone services.

Revenues included in the All Other category represented 9.5% of total revenues
in 2004.

All Other Revenues and Cost of Goods Sold
All Other revenues increased 28.5% to $40.3 million in 2004. The increase is
primarily due to the following:

     o   $4.8 million in special project revenue earned from our fiber system
         that transits the Trans Alaska oil pipeline corridor in 2004,
     o   Increased monthly revenue earned from our fiber system that transits
         the Trans Alaska oil pipeline corridor,
     o   Revenue generated from our contract to provide services to the State of
         Alaska starting in the first quarter of 2004, and
     o   Special project revenue for services sold to the State of Alaska.

The increase described above is partially off-set by a $685,000 decrease in
product sales revenue to $2.2 million in 2004. The decrease is due to sales of
product to two customers in 2003 that were not repeated in 2004.

All Other Cost of Goods Sold increased 36.5% to $22.4 million in 2004. The
increase in All Other Cost of Goods Sold is primarily due to a $5.7 million
increase to $5.8 million in costs associated with special project revenue earned
from our fiber system that transits the Trans Alaska oil pipeline corridor in
2004, costs associated with increased monthly revenue earned from our recurring
service contracts in 2004, and costs associated with the special project revenue
described above.

Selling, General and Administrative Expenses
Selling, general and administrative expenses increased 6.2% to $147.4 million in
2004 primarily due to the following:
     o   A $7.1 million increase in labor and health insurance costs,

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<PAGE>
     o   A $4.6 million increase in contract labor and contract services
         expenses associated with our Sarbanes-Oxley Act of 2002 ("SOX") Section
         404 compliance efforts and other special projects,
     o   A $1.2 million write-off of previously capitalized mobile wireless
         network costs upon finalization of a long-term distribution agreement,
         and
     o   A $1.0 million increase in fiber repair expenses in 2004 and compared
         to 2003. The increase in fiber repair expenses is the result of the
         repair of AULP East in July 2004 with a total repair cost of
         approximately $311,000 and the reversal of an accrual for estimated
         fiber repair costs of $700,000 in 2003.

The increases previously described are partially off-set by a $4.1 million
decrease in our company-wide success sharing bonus accrual. As a percentage of
total revenues, selling, general and administrative expenses decreased to 34.7%
in 2004 from 35.5% in 2003, primarily due to an increase in revenues without a
corresponding increase in selling, general and administrative expenses.

Bad Debt Recovery
Bad debt recovery increased $896,000 to a net recovery of $1.1 million in 2004.
The 2004 increase is primarily due to realization of approximately $4.2 million
of the MCI credit through a reduction to bad debt expense in 2004, as further
discussed in the "Long Distance Service Overview" above. We realized
approximately $2.8 million of the MCI credit through a reduction to bad debt
expense in 2003.

Impairment Charge
In 2003, we reported an impairment charge of $5.4 million in our long-distance
services segment which equaled the remaining net book value recorded for our
North Pacific Cable asset. In 1991 we purchased one DS-3 of capacity on a fiber
optic cable system owned by AT&T. This fiber optic cable system is a spur off of
a trans-Pacific fiber optic cable system owned by another group. We used our
owned capacity to carry traffic to and from Alaska and the Lower 48 States. The
section of the North Pacific Cable in which we owned capacity was taken out of
service in January 2004 due to a billing dispute between AT&T and the owner of
the trans-Pacific cable system causing us to re-route certain of our traffic. We
were relieved of all future obligations required by our purchase agreement and
ceased payment of maintenance and vessel standby costs totaling approximately
$324,000 per year that would otherwise be payable over the remaining life of the
system. The AULP West fiber optic cable system we built was put into service in
June 2004 and provides us with route diversity and redundancy in excess of that
previously provided by the North Pacific Cable.

Depreciation, Amortization and Accretion Expense
Depreciation, amortization and accretion expense increased 18.2% to $63.1
million in 2004. The increase is primarily attributed to our $45.8 million
investment in equipment and facilities placed into service during 2003 for which
a full year of depreciation was recorded in 2004, and the $122.9 million
investment in equipment and facilities placed into service during 2004 for which
a partial year of depreciation was recorded in 2004.

Other Expense, Net
Other expense, net of other income, decreased 11.4% to $37.1 million in 2004
primarily due to a $7.9 million decrease in interest expense in 2004 on our new
Senior Credit Facility due to a decrease in the average outstanding balance owed
on our new Senior Credit Facility and a decreased average new Senior Credit
Facility interest rate as compared to 2003.

Partially offsetting the decreases described above were the following:
     o   In 2004 we paid bond call premiums totaling $6.1 million to redeem our
         old Senior Notes,
     o   As a result of redeeming our old Senior Notes in 2004 we recognized
         $2.3 million in unamortized old Senior Notes fee expense, and

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<PAGE>
     o   A $1.6 million increase in interest expense on our new Senior Notes due
         to an increase in the outstanding balance owed, partially off-set by a
         decreased interest rate in 2004 as compared to 2003.

Income Tax Expense
Income tax expense was $17.5 million in 2004 and $10.1 million in 2003. The
change was due to increased net income before income taxes in 2004 as compared
to 2003 and an approximately $3.1 million increase in income tax expense
resulting from a true-up of the deferred tax assets and liabilities associated
primarily with fixed assets and net operating loss carryforwards. Our effective
income tax rate increased from 38.5% in 2003 to 45.1% in 2004 due to an
adjustment of deferred tax assets and liabilities in 2004.

At December 31, 2004, we have (1) tax net operating loss carryforwards of
approximately $175.6 million that will begin expiring in 2007 if not utilized,
and (2) alternative minimum tax credit carryforwards of approximately $1.9
million available to offset regular income taxes payable in future years. We
utilized net operating loss carryforwards of approximately $11.3 million during
the year ended December 31, 2004. Our utilization of certain net operating loss
carryforwards is subject to limitations pursuant to Internal Revenue Code
section 382.

Tax benefits associated with recorded deferred tax assets are considered to be
more likely than not realizable through future reversals of existing taxable
temporary differences and future taxable income exclusive of reversing temporary
differences and carryforwards. The amount of deferred tax asset considered
realizable, however, could be reduced in the near term if estimates of future
taxable income during the carryforward period are reduced which would result in
additional income tax expense. We estimate that our effective annual income tax
rate for financial statement purposes will be 42% to 44% in 2005.

On October 22, 2004 the American Jobs Creation Act of 2004 was signed into law.
We believe this new law will not have a material effect on our results of
operations, financial position and cash flows.

Cumulative Effect of a Change in Accounting Principle
On January 1, 2003 we adopted Statement of Financial Accounting Standard
("SFAS") No. 143, "Accounting for Asset Retirement Obligations," and recorded
the cumulative effect of accretion and depreciation expense as a cumulative
effect of a change in accounting principle of approximately $544,000, net of
income tax benefit of $367,000.


Year Ended December 31, 2003 ("2003") Compared To Year Ended December 31, 2002
("2002")

Overview of Revenues and Cost of Goods Sold
Total revenues increased 6.2% from $367.8 million in 2002 to $390.8 million in
2003. The cable services, local access services and Internet services segments
and All Other Services contributed to the increase in total revenues, partially
off-set by decreased revenues in the long-distance services segment. See the
discussion below for more information by segment.

Total cost of goods sold increased 1.5% from $123.6 million in 2002 to $125.4
million in 2003. The cable services, local access services and Internet services
segments and All Other Services contributed to the increase in total cost of
goods sold, partially off-set by decreased cost of goods sold in the
long-distance services segment. See the discussion below for more information by
segment.

Long-Distance Services Segment Overview
Long-distance services segment revenue in 2003 represented 52.3% of consolidated
revenues. Our provision of interstate and intrastate long-distance services,
Private Line and leased dedicated

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<PAGE>
capacity services, and broadband services accounted for 94.7% of our total
long-distance services segment revenues during 2003.

Long-distance Services Segment Revenues
Total long-distance services segment revenues decreased 0.2% to $204.6 million
in 2003. The components of long-distance services segment revenues are as
follows (amounts in thousands):
<TABLE>
<CAPTION>
                                                                        2003              2002        Percentage Change
                                                                   --------------    -------------    -----------------
   <S>                                                            <C>                   <C>               <C>
   Common carrier message telephone services                      $    91,700            95,947            (4.4%)
   Residential, commercial and governmental message
     telephone services                                                39,701            46,169           (14.0%)
   Private line and private network services                           37,123            36,157             2.7%
   Broadband services                                                  25,167            18,432            36.5%
   Lease of fiber optic cable system capacity                          10,876             8,225            32.2%
                                                                   --------------    -------------    -----------------
     Total long-distance services segment revenue                 $   204,567           204,930            (0.2%)
                                                                   ==============    =============    =================
</TABLE>
Common Carrier Message Telephone Services Revenue
The 2003 decrease in message telephone service revenues from other common
carriers (principally MCI and Sprint) results from the following:

     o   A 10.0% decrease in the average rate per minute on minutes carried for
         other common carriers primarily due to the decreased average rate per
         minute as agreed to in the July 24, 2003 extension of our contract to
         provide interstate and intrastate long-distance services to MCI,
     o   A discount given to a certain other common carrier customer starting in
         2003, and
     o   Revenue earned due to a 2002 increase in the rate per minute of certain
         other common carrier minutes retroactive to April 2002 which did not
         recur in 2003.

The decrease in message telephone service revenues from other common carriers in
2003 was off-set by a 6.7% increase in wholesale minutes carried to 875.0
million minutes.

Residential, Commercial and Governmental Message Telephone Services Revenue
Selected key performance indicators for our offering of message telephone
service to residential, commercial and governmental customers follow:
<TABLE>
<CAPTION>
                                                      2003                 2002            Percentage Change
                                               ------------------    ------------------    -----------------
   <S>                                           <C>                   <C>                      <C>
   Retail minutes carried                        284.3 million         309.2 million            (8.1%)
   Average rate per minute                           $0.138               $0.142                (2.8%)
   Number of active residential,
     commercial and governmental
     customers (1)                                   85,600               88,200                (2.9%)
<FN>
   ------------------------------------
   1  All current subscribers who have had calling activity during December of 2003 and 2002,
      respectively.
</FN>
</TABLE>
The decrease in message telephone service revenues from residential, commercial,
and governmental customers in 2003 is primarily due to the following:

   o   A decrease in minutes carried for these customers primarily due to the
       effect of customers substituting cellular phone, prepaid calling card and
       email usage for direct dial minutes,
   o   A decrease in the average rate per minute primarily due to our promotion
       of and customers' enrollment in calling plans offering a certain number
       of minutes for a flat monthly fee, and
   o   A decrease in the number of active residential, commercial, and
       governmental customers billed

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<PAGE>
         primarily due to the effect of customers substituting cellular phone,
         prepaid calling card, and email usage for direct dial minutes.

Broadband Services Revenue
The increase in revenues from our packaged telecommunications offering to rural
hospitals and health clinics and our SchoolAccess(TM) offering to rural school
districts in 2003 is primarily due to the following:

     o   Our SchoolAccess(TM) offering called Distance Learning Service that
         started in late 2002. Distance Learning Service is a video-conference
         based service that enables eight school districts in Alaska to provide
         additional educational opportunities for their students, and
     o   An increased number of circuits leased to rural hospitals and health
         clinics in Alaska.

Long-distance Services Segment Cost of Goods Sold
Long-distance services segment cost of goods sold decreased 11.1% to $53.4
million in 2003 primarily due to the following:

     o   Reductions in access costs due to distribution and termination of our
         traffic on our own local access services network instead of paying
         other carriers to distribute and terminate our traffic. The statewide
         average cost savings is approximately $.011 and $.061 per minute for
         interstate and intrastate traffic, respectively. We expect cost savings
         to continue to occur as long-distance traffic originated, carried, and
         terminated on our own facilities grows,
     o   The FCC Multi-Association Group reform order reducing the interstate
         access rates paid by interexchange carriers to LECs beginning July
         2002,
     o   A $2.3 million refund ($1.9 million after deducting certain direct
         costs) in 2003 from a local exchange carrier in respect of its earnings
         that exceeded regulatory requirements, and
     o   A $1.7 million refund in 2003 from an intrastate access cost pool that
         previously overcharged us for access services.

The decrease in the long-distance services segment cost of goods sold is
partially off-set by increased costs associated with additional transponder and
network back-up capacity in 2003 as compared to 2002.

Long-distance Services Segment Operating Income
Long-distance services segment operating income increased 20.3% to $89.0 million
from 2002 to 2003 primarily due to the following:

     o   The 11.1% decrease in long-distance services segment cost of goods sold
         to $53.4 million in 2003,
     o   An increase of 108.9% to a net bad debt recovery of $1.1 million in
         2003 due to realization of approximately $2.8 million of the MCI credit
         through a reduction to bad debt expense in 2003, as further discussed
         in the "Long Distance Service Overview" above. We recognized bad debt
         expense of approximately $11.0 million due to the MCI bankruptcy in
         2002, and
     o   A 8.8% decrease in long-distance services segment depreciation,
         amortization and accretion expense to $20.2 million in 2003 as compared
         to 2002 primarily due to a 2003 reduction of $1.3 million in
         depreciation expense associated with a portion of the 2002 Kanas
         Telecom, Inc. acquisition included in the long-distance services
         segment partially off-set by our investment in long-distance services
         segment equipment and facilities placed into service during the year
         ended December 31, 2003 for which a full year of depreciation was
         recorded in the year ended December 31, 2004, and our investment in
         long-distance services segment equipment and facilities placed into
         service during the year ended December 31, 2004 for which a partial
         year of depreciation was recorded in the year ended December 31, 2004.


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<PAGE>
The long-distance services segment operating income increase was partially
off-set by the following:

     o   The 0.2% decrease in long-distance services segment revenue to $204.6
         million in 2003, as discussed above,
     o   In 2003, we reported an impairment charge of $5.4 million which equaled
         the remaining net book value recorded for our North Pacific Cable asset
         as further described in the "Impairment Charge" section below, and
     o   A 3.6% increase in long-distance services segment selling, general and
         administrative expenses to $37.7 million primarily due to an increase
         of approximately $1.8 for labor and employee benefit costs and the
         reversal of an accrual for estimated fiber repair costs $700,000 in
         2003.

Cable Services Segment Overview
Cable television revenues in 2003 represented 24.6% of consolidated revenues.
During 2003 programming services generated 76.3% of total cable services segment
revenues, cable services' allocable share of cable modem services accounted for
11.4% of such revenues, equipment rental and installation fees accounted for
8.1% of such revenues, advertising sales accounted for 3.4% of such revenues,
and other services accounted for the remaining 0.8% of total cable services
segment revenues.

Effective February 2003, we increased rates charged for certain cable services
and premium packages in six communities, including three of the state's four
largest population centers, Anchorage, Fairbanks and Juneau. Rates increased
approximately 4% for those customers who experienced an adjustment.

In the second quarter of 2002 we signed seven-year retransmission agreements
with the five local Anchorage broadcasters and began up-linking and distributing
the local Anchorage broadcaster signals to all of our cable systems. This local
programming provides additional value to our cable subscribers that not all our
DBS competitors can provide. In 2003 DBS service provider Dish Network (EchoStar
Communications Corporation) began providing, for an additional fee, Anchorage
based broadcaster programming in Anchorage and in other Alaska communities where
there is not a similar local broadcast affiliate.

Cable Services Segment Revenues and Cost of Goods Sold
Selected key performance indicators for our cable services segment follow:
<TABLE>
<CAPTION>
                                                                                        Percentage
                                                         2003             2002            Change
                                                    -------------    -------------    ----------------
   <S>                                                  <C>              <C>              <C>
   Basic subscribers                                    134,400          136,100           (1.2%)
   Digital programming tier subscribers                  34,900           30,500           14.4%
   Cable modem subscribers                               46,000           36,200           27.1%
   Homes passed                                         202,200          196,900            2.7%
</TABLE>
Total cable services segment revenues increased 8.2% to $96.0 million and
average gross revenue per average basic subscriber per month increased $4.35 or
7.8% in 2003.

                                       85
<PAGE>
Programming services revenues increased 7.4% to $73.2 million in 2003 resulting
from the following:

     o   An increase in the number of digital subscribers, and
     o   The February 2003 rate increase of approximately 4% for those customers
         who experienced an adjustment.

The increase in programming services revenue is partially off-set by a decrease
in basic subscribers due to increased competition from DBS.

The cable services segment's share of cable modem revenue (offered through our
Internet services segment) increased 36.6% to $10.9 million in 2003 due to an
increased number of cable modems deployed. Approximately 99% of our cable homes
passed are able to subscribe to our cable modem service. In the second quarter
of 2003 we completed our upgrade of the Ketchikan cable system. Customers in
this system are able to subscribe to cable modem service.

At December 31, 2003 we offered digital programming service in Anchorage, the
Mat-Su Valley, Fairbanks, Juneau, Ketchikan, Kenai, and Soldotna, representing
approximately 89% of our total homes passed. We launched digital programming
services in the Mat-Su Valley and Ketchikan cable systems in 2003.

Cable services cost of goods sold increased 9.9% to $26.0 million in 2003 due to
programming cost increases for most of our cable programming services offerings.

Cable Services Segment Operating Income
Cable services segment operating income increased $1.5 million to $25.0 million
from 2002 to 2003 primarily due to the 8.2% increase in cable services segment
revenues to $96.0 million in 2003, partially off-set by the following:

     o   The 9.9% increase in cable services segment Costs of Goods Sold to
         $26.0 million in 2003, as described above,
     o   A $1.8 million increase in cable services segment selling, general and
         administrative expenses to $27.1 million primarily due to an increase
         of approximately $913,000 in labor and employee benefits costs and an
         increase of approximately $981,000 in promotion expenses, and
     o   A 8.9% increase in cable services segment depreciation, amortization
         and accretion expense to $17.3 million in 2003 as compared to 2002
         primarily due to our investment in cable services segment equipment and
         facilities placed into service during the year ended December 31, 2002
         for which a full year of depreciation was recorded in the year ended
         December 31, 2003, and our investment in cable services segment
         equipment and facilities placed into service during the year ended
         December 31, 2003 for which a partial year of depreciation was recorded
         in the year ended December 31, 2003.

MSO Operating Statistics
Our operating statistics include capital expenditures and customer information
from our cable services segment and the components of our local access services
and Internet services segments which offer services utilizing our cable
services' facilities.

                                       86
<PAGE>
Our capital expenditures by standard reporting category for the year ending
December 31, 2003 and 2002 follows (amounts in thousands):

                                                  2003             2002
                                              --------------    -------------
    Customer premise equipment               $   10,713           10,609
    Commercial                                      705              597
    Scalable infrastructure                       2,221            3,082
    Line extensions                               1,270              866
    Upgrade/rebuild                               3,800            4,567
    Support capital                                 503            5,413
                                              --------------    -------------
    Sub-total                                    19,212           25,134

    Remaining reportable segments and
      All Other capital expenditures             43,267           40,006
                                             --------------    -------------
                                            $    62,479           65,140
                                             ==============    =============

The standardized definition of a customer relationship is the number of
customers that receive at least one level of service, encompassing voice, video,
and data services, without regard to which services customers purchase. At
December 31, 2003 and 2002 we had 121,900 and 124,400 customer relationships,
respectively.

The standardized definition of a revenue generating unit is the sum of all
primary analog video, digital video, high-speed data, and telephony customers,
not counting additional outlets. At December 31, 2003 and 2002 we had 180,400
and 172,200 revenue generating units, respectively.

Local Access Services Segment Overview
During 2003 local access services segment revenues represented 10.0% of
consolidated revenues.

We began providing service in the Juneau market in the first quarter of 2002.

At December 31, 2003, 106,100 lines were in service as compared to approximately
96,100 lines in service at December 31, 2002. At December 31, 2003 approximately
1,940 additional lines were awaiting connection. We estimate that our 2003 lines
in service total represents a statewide market share of approximately 22%.

Our access line mix at December 31, 2003 follows:

     o   Residential lines represent approximately 58% of our lines,
     o   Business customers represent approximately 35% of our lines, and
     o   Internet access customers represent approximately 7% of our lines.

Approximately 86% of our lines are provided on our own facilities and leased
local loops. Approximately 5% of our lines are provided using UNE platform.

In December 2003 we distributed our new phone directory and began recognizing
revenue and costs of sales and service in the local access services segment. We
recognized one month of revenue and cost of sales and service in the fourth
quarter of 2003 and the remaining eleven months in 2004. Operating expenses
incurred and recognized throughout 2003 to prepare our new phone directory are
reported in the local access services segment.

Local Access Services Segment Revenues and Cost of Goods Sold
Local access services segment revenues increased 21.6% in 2003 to $39.0 million
primarily due to the following:

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<PAGE>
     o   Growth in the lines in service,
     o   $1.9 million of support from the Universal Service Program, and
     o   A change in how we provision local access lines in Fairbanks and
         Juneau. In 2002 we primarily resold service purchased from ACS. In 2003
         we benefited from our facilities build-out with an increased number of
         access lines provisioned on our own facilities using UNEs, allowing us
         to collect interstate and intrastate access revenues.

Local access services segment cost of goods sold increased 17.6% to $23.8
million in 2003 primarily due to the growth in the average number of lines in
service.

Local Access Services Segment Operating Loss
Local access services segment operating loss decreased 26.4% to ($6.2) million
from 2002 to 2003 primarily due to the 21.6% revenue increase to $39.0 million
partially off-set by the following:

     o   The 17.6% increase in Cost of Goods Sold to $23.8 million, and
     o   A $1.1 million increase in local services segment selling, general and
         administrative expenses to $17.7 million primarily due to an
         approximately $591,000 increase in costs associated with State of
         Alaska regulatory affairs.

The local access services segment operating results are negatively affected by
the allocation of the benefit of access cost savings to the long-distance
services segment. If the local access services segment received credit for the
access charge reductions recorded by the long distance services segment, the
local access services segment operating results would have improved by
approximately $6.9 million and the long distance services segment operating
results would have been reduced by an equal amount in 2003. Avoided access
charges totaled approximately $7.0 million in 2002.

The local access services segment operating results in 2003 were affected by our
evaluation and testing of digital local phone service and Internet
protocol-based technology to deliver phone service through our cable facilities.

Internet Services Segment Overview
During 2003 Internet services segment revenues represented 5.1% of consolidated
revenues.

Internet Services Segment Revenues and Cost of Goods Sold
Selected key performance indicators for our Internet services segment follow:
<TABLE>
<CAPTION>
                                                                                Percentage
                                                 2003             2002            Change
                                             ------------     ------------    ----------------
   <S>                                          <C>              <C>               <C>
   Total Internet subscribers                   95,700           89,500             6.9%
   Cable modem subscribers                      46,000           36,200            27.1%
   Dial-up subscribers                          49,600           53,300            (6.9%)
</TABLE>
Total Internet services segment revenues increased 27.3% to $19.8 million in
2003 primarily due to the 39.1% increase in its allocable share of cable modem
revenues to $9.1 million in 2003 as compared to 2002. The increase in cable
modem revenues is primarily due to growth in cable modem subscribers and the
termination in the first quarter of 2003 of our offering in which customers
received up to two months of free cable modem service. Additionally, the growth
in cable modem revenues is affected by the level of service our subscribers
select. In 2003 and 2002, 8.1% and 6.0%, respectively, of our subscribers
selected our highest level of cable modem service resulting in increased revenue
of approximately $897,000 in 2003 as compared to 2002.

We previously reported a total of 71,700 Internet subscribers at December 31,
2002. This subscriber count was based upon the total number of active dial-up
subscribers at December 31, 2002. Not all cable modem subscribers paying for a
dial-up plan have activated their dial-up service.

                                       88
<PAGE>
When we first started selling cable modem service it was packaged in a way that
almost all cable modem subscribers were also dial up subscribers. As we
introduced new packages and plans and started promoting our cable modem
LiteSpeed service the number of cable modem subscribers without a dial up plan
increased substantially. An internal review during the second quarter of 2003
revealed that these subscriber counts had risen substantially enough that they
are now being reported separately.

Internet services cost of goods sold increased 22.3% to $5.9 million in 2003
primarily due to the increased number of cable modems deployed.

Internet Services Segment Operating Income
Internet services segment operating income increased 198.9% to $1.6 million from
2002 to 2003 primarily due to the 27.3% increase in Internet services segment
revenues to $19.8 million in 2003 partially off-set by the 22.3% increase in
Internet services segment Cost of Goods Sold to $5.9 million in 2003.

All Other Services Overview
Revenues included in the All Other category represented 8.0% of total revenues
in 2003.

All Other Revenues and Cost of Goods Sold
All Other revenues increased 18.1% to $31.4 million in 2003. The increase in
revenues is primarily due to the following:

     o   Increased monthly revenue earned in 2003 as compared to 2002 from our
         GCI Fiber system that transits the Trans Alaska oil pipeline corridor,
         and
     o   $2.0 million in special project revenue earned from our GCI Fiber
         system in 2003.

All Other costs of sales and services increased 10.3% to $16.4 million in 2003
primarily due to increased costs associated with the increased monthly revenue
from our GCI fiber system.

Selling, General and Administrative Expenses
Selling, general and administrative expenses increased 7.5% to $138.7 million in
2003 and, as a percentage of total revenues, increased to 35.5% in 2003 from
35.1% in 2002. The 2003 increase in selling, general and administrative expenses
is primarily due to a $4.9 million increase in labor and health insurance costs
and a $4.3 million increase in the accrual for company-wide success sharing
bonus costs.

Bad Debt Expense (Recovery)
Bad debt expense (recovery) decreased 101.4% to ($178,000) in 2003. The 2003
decrease is primarily due to the following:

     o   Utilization of approximately $2.8 million of the MCI credit as a
         reduction to bad debt expense in 2003, and
     o   Provision in 2002 of a $11.0 million bad debt reserve for uncollected
         amounts due from MCI.

Impairment Charge
In 2003, we reported an impairment charge of $5.4 million which equaled the
remaining net book value recorded for our North Pacific Cable asset. In 1991 we
purchased one DS-3 of capacity on a fiber optic cable system owned by AT&T. This
fiber optic cable system is a spur off of a trans-Pacific fiber optic cable
system owned by another group. We used our owned capacity to carry traffic to
and from Alaska and the Lower 48 States. The section of the North Pacific Cable
in which we owned capacity was taken out of service in January 2004 due to a
billing dispute between AT&T and the owner of the trans-Pacific cable system
causing us to re-route certain of our traffic. Our AULP West

                                       89
<PAGE>
fiber optic cable system provides us with route diversity and redundancy in
excess of that previously provided by the North Pacific Cable.

Depreciation, Amortization and Accretion Expense
Depreciation, amortization and accretion expense decreased 5.3% to $53.4 million
in 2003. The decrease is primarily attributed to a reduction in the depreciable
value of Property and Equipment due to a basis adjustment of $18.5 million which
was recorded in 2002 associated with the Kanas Telecom, Inc. acquisition, and a
2003 reduction of $1.3 million in depreciation expense which was also associated
with the acquisition.

The decrease in depreciation, amortization and accretion expense described above
was partially off-set by an increase in depreciation expense due to our $59.2
million investment in equipment and facilities placed into service during 2002
for which a full year of depreciation was recorded in 2003, and the $45.8
million investment in equipment and facilities placed into service during 2003
for which a partial year of depreciation was recorded in 2003.

Other Expense, Net
Other expense, net of other income, increased 25.5% to $41.9 million in 2003.
The increase is primarily due to the following:

     o   We recognized approximately $5.0 million in Amortization of Loan and
         Senior Notes Fees in 2003 because a portion of the new Senior Credit
         Facility was a substantial modification of the April 22, 2003 amended
         Senior Credit Facility,
     o   Increased interest expense due to increased interest rates on our
         amended Senior Credit Facility from November 2002 through October 2003,
         when the amended Senior Credit Facility was replaced with the new
         Senior Credit Facility,
     o   Increased amortization of loan fees due to additional loan fees
         incurred to amend our Senior Credit Facility, and
     o   A $1.2 million interest benefit earned in 2002 from an interest rate
         swap agreement which was called at no cost by the counter party and
         terminated on August 1, 2002.

Partially offsetting these increases was a decrease in the average outstanding
indebtedness in 2003 and decreased interest expense in November and December
2003 due to the decreased interest rate paid on our new Senior Credit Facility.

Income Tax Expense
Income tax expense was $10.1 million in 2003 and $5.7 million in 2002. The
change was due to increased net income before income taxes and cumulative effect
of a change in accounting principle in 2003 as compared to 2002. Our effective
income tax rate decreased from 45.9% in 2002 to 38.5% in 2003 due to the effect
of items that are nondeductible for income tax purposes and adjustments made to
ending temporary difference balances in 2003.

Cumulative Effect of a Change in Accounting Principle
On January 1, 2003 we adopted SFAS No. 143, "Accounting for Asset Retirement
Obligations," and recorded the cumulative effect of accretion and depreciation
expense as a cumulative effect of a change in accounting principle of
approximately $544,000, net of income tax benefit of $367,000.

                                       90
<PAGE>
Fluctuations in Fourth Quarter Results of Operations

The following is a summary of unaudited quarterly results of operations for the
years ended December 31, 2004 and 2003 (amounts in thousands, except per share
amounts):
<TABLE>
<CAPTION>
                                                           First       Second       Third       Fourth       Total
                                                          Quarter     Quarter      Quarter     Quarter        Year
                                                       ------------ ----------- ------------ ----------- ------------
       <S>                                            <C>             <C>          <C>         <C>         <C>
       2004
       ----
       Total revenues                                 $   108,916     103,786      106,622     105,502     424,826
       Operating income                               $    19,406      19,210       21,406      15,842      75,864
       Net income                                     $     1,925       7,725        9,295       2,307      21,252
       Basic net income per common share              $      0.03        0.13         0.15        0.04        0.35
       Diluted net income per common share            $      0.02        0.13         0.15        0.04        0.34

       2003
       ----
       Total revenues                                 $    92,777      95,939       98,327     103,754     390,797
       Operating income                               $    15,438      17,972       17,595      17,072      68,077
       Net income before cumulative effect of a
         change in accounting principle               $     3,095       4,810        4,529       3,652      16,086
       Net income                                     $     2,551       4,810        4,529       3,652      15,542
                                                       ------------ ----------- ------------ ----------- ------------
       Basic and diluted net income per common
         share:
         Net income before cumulative effect of a
            change in accounting principle (1)        $      0.05        0.08         0.07        0.06        0.25
         Cumulative effect of a change in
            accounting principle, net of income
            tax benefit of $367                       $     (0.01)        ---          ---         ---       (0.01)
                                                       ------------ ----------- ------------ ----------- ------------
              Net income (1)                          $      0.04        0.08         0.07        0.06        0.24
                                                       ============ =========== ============ =========== ============
<FN>
-----------------------
       1 Due to rounding, the sum of quarterly net income per common share
         amounts does not agree to total year net income per common share.
</FN>
</TABLE>
The following describes unusual or infrequently occurring items recognized in
the following quarters of 2004 and 2003:

     o   In the first, second, third and fourth quarters of 2004 we recognized
         approximately $1.2 million, $1.1 million, $1.1 million and $824,000,
         respectively, in recoveries of bad debt expense for uncollected
         accounts due from MCI. In the first and second quarters of 2003 we
         recognized no recoveries of bad debt expense for uncollected accounts
         due from MCI. In the third and fourth quarters of 2003 we recognized
         approximately $647,000 and $2.2 million, respectively, in recoveries of
         bad debt expense for uncollected accounts due from MCI,
     o   In the fourth quarter of 2004 we recognized an approximately $3.1
         million increase in income tax expense resulting from a true-up of the
         deferred tax assets and liabilities associated primarily with fixed
         assets and net operating loss carryforwards,
     o   In the fourth quarter of 2003 we reported an impairment charge of $5.4
         million which equaled the remaining net book value recorded for our
         North Pacific Cable asset, as discussed in "Impairment Charge" above,
         and
     o   In the fourth quarter of 2003 we recognized approximately $5.0 million
         in Amortization of Loan and Senior Notes Fees due to classifying a
         portion of the new Senior Credit Facility as a

                                       91
<PAGE>
         substantial modification of the April 22, 2003 amended Senior Credit
         Facility.

Liquidity and Capital Resources

Cash flows from operating activities totaled $98.8 million in 2004 as compared
to $85.7 million in 2003. The 2004 increase is primarily due to increased cash
flow from all of our reportable segments and a $1.4 million increase in the MCI
credit recovery, as further discussed in the "Long Distance Service Overview"
above, partially off-set by decreased cash flow from All Other Services, a $4.3
million payment of our company-wide success sharing bonus in 2004, and a $2.3
million refund in 2003 from a local exchange carrier in respect of its earnings
that exceeded regulatory requirements.

Other sources of cash during 2004 include $315.7 million from the issuance of
our new Senior Notes, draws of $20.0 million under the revolving credit portion
of our new Senior Credit Facility, $6.2 million from the issuance of our Class A
common stock, and $3.9 million in payments of notes receivable from related
parties. Uses of cash during 2004 included expenditures of $111.8 million for
property and equipment, including construction in progress, the $180.0 million
repayment of our old Senior Notes, the $63.8 million repayment of the term and
revolving credit portions of our new Senior Credit Facility, the purchase of
$33.6 million of common stock to be retired and to be held in treasury for
general corporate purposes, the redemption of $10.0 million of preferred stock
Series C, payment of $8.3 million in fees associated with the new Senior Notes
and new Senior Credit Facility, payment of bond call premiums totaling $6.1
million to redeem our old Senior Notes, and repayment of $5.1 million in capital
lease obligations.

Net receivables increased $3.8 million from December 31, 2003 to December 31,
2004 primarily due to an increase in trade receivables for broadband services
provided to hospitals and health clinics and private line and private network
services.

Working capital totaled $49.0 million at December 31, 2004, a $40.9 million
increase as compared to $8.1 million at December 31, 2003. The increase is
primarily due to the $18.8 million in cash proceeds from our $70.0 million bond
issuance in December 2004, an $8.3 million current deferred tax asset for the
net operating loss carryforward we expect to utilize during the year ended
December 31, 2005, a $4.1 million decrease in accrued payroll primarily due to a
decreased accrual for company-wide success sharing bonus costs, and a $7.0
million decrease in accrued capital expenditures related to AULP West. The $7.0
million payment was funded by a $10.0 million draw under the revolving credit
portion of our new Senior Credit Facility in January 2004. The $10.0 million
draw under the revolving credit portion of our new Senior Credit Facility was
repaid in February 2004 with proceeds from the $250.0 million bond issuance
described below.

In February 2004 GCI's wholly owned subsidiary GCI, Inc. sold $250.0 million in
aggregate principal amount of senior unsecured debt securities due in 2014
("February Senior Notes"). In December 2004 GCI, Inc. sold $70.0 million in
aggregate principal amount of senior unsecured debt securities due in 2014
("December Senior Notes"). The February and December Senior Notes are treated as
a single class ("new Senior Notes").

February Senior Notes
The February Senior Notes were sold at a discount of $4.3 million. The February
Senior Notes are carried on our Consolidated Balance Sheet net of the
unamortized portion of the discount, which is being amortized to Interest
Expense over the life of the new Senior Notes.

The net proceeds of the offering were primarily used to repay our existing
$180.0 million 9.75% Senior Notes and to repay approximately $43.8 million of
the term portion and $10.0 million of the revolving portion of our original
Senior Credit Facility. In connection with the issuance, we paid fees and other
expenses of approximately $6.5 million that are being amortized over the life of
the new Senior Notes.

                                       92
<PAGE>
The February Senior Notes were offered only to qualified institutional buyers
pursuant to exemptions from registration under the Securities Act. On July 7,
2004, GCI, Inc. commenced an offer to exchange the privately issued February
Senior Notes for a like amount of February Senior Notes that have been
registered under the Securities Act and have otherwise identical terms to the
privately issued original Senior Notes (except for provisions relating to GCI,
Inc.'s obligations to consummate the exchange offer). The exchange offer closing
occurred on August 11, 2004, at which time all $250.0 million in aggregate
principal amount of the privately issued February Senior Notes were tendered and
exchanged for the February Senior Notes that have been registered under the
Securities Act.

December Senior Notes
The December Senior Notes were sold at face value.

The net proceeds of the offering were primarily used to repurchase 3,751,509 of
our Class A common shares at $8.33 per share and $10.0 million of our Series C
preferred stock from MCI. The aggregate amount of the equity repurchase totaled
$41.3 million. In addition we used the proceeds to repay $10.0 million of the
revolving portion of our new Senior Credit Facility. In connection with the
issuance, we paid fees and other expenses of approximately $1.6 million that are
being amortized over the life of the new Senior Notes.

The December Senior Notes were offered only to qualified institutional buyers
pursuant to Rule 144A and non-United States persons pursuant to Regulation S.
The December Senior Notes have not been registered under the Securities Act and,
unless so registered, may not be offered or sold except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws. Beginning April 6, 2005, we
plan to commence an offer to exchange the privately issued December Senior Notes
that have been registered under the Securities Act and have otherwise identical
terms to the privately issued original Senior Notes (except for provisions
relating to GCI Inc.'s obligations to consummate the exchange offer).

New Senior Notes
We pay interest of 7.25% on the new Senior Notes.

The new Senior Notes are not redeemable prior to February 15, 2009. At any time
on or after February 15, 2009, the new Senior Notes are redeemable at our
option, in whole or in part, on not less than thirty days nor more than sixty
days notice, at the following redemption prices, plus accrued and unpaid
interest (if any) to the date of redemption:

          If redeemed during the twelve month period
          commencing February 1 of the year indicated:   Redemption Price
          -------------------------------------------- --------------------
          2009                                                103.625%
          2010                                                102.417%
          2011                                                101.208%
          2012 and thereafter                                 100.000%

We may, on or prior to February 17, 2007, at our option, use the net cash
proceeds of one or more underwritten public offerings of our qualified stock to
redeem up to a maximum of 35% of the initially outstanding aggregate principal
amount of our new Senior Notes at a redemption price equal to 107.25% of the
principal amount of the new Senior Notes, together with accrued and unpaid
interest, if any, thereon to the date of redemption, provided that not less than
65% of the principal amount of the new Senior Notes originally issued remain
outstanding following such a redemption.

                                       93
<PAGE>
The new Senior Notes restrict GCI, Inc. and certain of its subsidiaries from
incurring debt in most circumstances unless the result of incurring debt does
not cause our leverage ratio to exceed 6.0 to one. The new Senior Notes do not
allow debt under the new Senior Credit Facility to exceed the greater of (and
reduced by certain stated items):

     o   $250 million, reduced by the amount of any prepayments, or
     o   3.0 times earnings before interest, taxes, depreciation and
         amortization for the last four full fiscal quarters of GCI, Inc. and
         certain of its subsidiaries.

The new Senior Notes limit our ability to make cash dividend payments.

We conducted a Consent Solicitation and Tender Offer for the old Senior Notes.
Through February 13, 2004 we accepted for payment $114.6 million principal
amount of notes which were validly tendered. Such notes accepted for payment
received additional consideration as follows:

     o   $4.0 million based upon a payment of $1,035 per $1,000 principal
         amount, consisting of the purchase price of $1,025 per $1,000 principal
         amount and the consent payment of $10 per $1,000 principal amount, and
     o   $497,000 in accrued and unpaid interest through February 16, 2004.

The remaining principal amount of $65.4 million was redeemed on March 18, 2004
for additional consideration as follows:

     o   $2.1 million based upon a payment of $1,032.50 per $1,000 principal
         amount, and
     o   $833,000 in accrued and unpaid interest through March 18, 2004.

The total redemption cost was $186.1 million. The premium to redeem our old
Senior Notes was $6.1 million (excluding interest cost of $1.3 million) and was
recognized as a loss on early extinguishment of debt, a component of Other
Income (Expense), during the year ended December 31, 2004.

Compliance with the redemption notice requirements in the Indenture resulted in
a delay before final payment of some of the old Senior Notes. As a result of
such delay, our total debt increased during the overlap period between the
redemption of the old Senior Notes and the issuance of the February Senior Notes
making us out of compliance with Section 6.11 of our Credit, Guaranty, Security
and Pledge Agreement, dated as of October 30, 2003. We received a waiver from
compliance with Section 6.11 until April 30, 2004. After the final redemption
payment on March 18, 2004 we were in compliance with Section 6.11.

A semi-annual interest payment of approximately $9.0 million was paid in August
2004. We will make semi-annual interest payments of $11.6 million in February
and August 2005.

We were in compliance with all loan covenants at December 31, 2004.

New Senior Credit Facility
In 2004 we drew the following amounts under the revolving credit portion of our
new Senior Credit Facility (amounts in millions):

             January 2004         $  10.0
             May 2004                 5.0
             August 2004              5.0
                                   --------
                                  $  20.0
                                   ========

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<PAGE>
Our ability to draw down on the revolving portion of our new Senior Credit
Facility could be diminished if we are not in compliance with all new Senior
Credit Facility covenants or have a material adverse change at the date of the
request for the draw. In February 2004 we used a portion of the proceeds from
the issuance of our February Senior Notes to repay approximately $43.8 million
of the term portion and $10.0 million of the revolving portion of our new Senior
Credit Facility. In December 2004 we used a portion of the proceeds from the
issuance of our December Senior Notes to repay approximately $10.0 million of
the revolving portion of our new Senior Credit Facility.

On May 21, 2004 we amended our $220.0 million new Senior Credit Facility. The
amendment reduced the interest rate on the $170.0 million term portion of the
credit facility from LIBOR plus 3.25% to LIBOR plus 2.25%. The amendment reduced
the interest rate on the $50.0 million revolving portion of the credit facility
from LIBOR plus 3.25% to LIBOR plus a margin dependent upon our Total Leverage
Ratio (as defined) as follows:

         Total Leverage Ratio         LIBOR Plus:
             (as defined)
        ----------------------    --------------------
        >3.75                            2.50%
        -
        >3.25 but <3.75                  2.25%
        -
        >2.75 but <3.25                  2.00%
        -
        < 2.75                           1.75%

The commitment fee we are required to pay on the unused portion of the
commitment was amended as follows:

         Total Leverage Ratio
             (as defined)            Commitment Fee
        ----------------------    --------------------
        >3.75                           0.625%
        -
        >2.75 but <3.75                 0.50%
        -
        < 2.75                          0.375%

Under certain circumstances the amendment allows for an increase in the term and
revolving commitments not to exceed an aggregate commitment increase of $50.0
million. Any additional term and revolving credit facility commitments are
payable in full on October 31, 2007.

In connection with the May 21, 2004 amended Senior Credit Facility, we paid bank
fees and other expenses of approximately $215,000 during the year ended December
31, 2004.

On November 17, 2004 we amended our $220.0 million new Senior Credit Facility.
The amendment allows us to repurchase up to $10.0 million of our common stock
each year and to complete the repurchase of 3,751,509 of our Class A common
shares and $10.0 million of our Series C preferred stock from MCI as described
below.

The November 2004 amendment reduced our leverage ratios for certain periods as
follows:

         Period                                             Total Leverage Ratio
         ------                                             --------------------
         December 31, 2003 through December 30, 2004              4.25:1
         December 31, 2004 through December 30, 2005              4.00:1
         December 31, 2005 through June 29, 2006                  3.75:1
         June 30, 2006 through June 29, 2007                      3.50:1
         June 30, 2007 through September 29, 2007                 3.25:1
         September 30, 2007 through final maturity date           3.00:1

The November amendment also increased our allowable capital expenditures during
the year ended December 31, 2004 by the $18.8 million net proceeds from the
December Senior Notes.

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In connection with the November 17, 2004 amended Senior Credit Facility, we paid
bank fees and other expenses of approximately $129,000 during the year ended
December 31, 2004.

The term loan is fully drawn and we have letters of credit totaling $4.7
million, which left $45.3 million available at December 31, 2004 to draw under
the revolving credit facility if needed. Our ability to draw down the revolving
portion of our new Senior Credit Facility could be diminished if we are not in
compliance with all new Senior Credit Facility covenants or have a material
adverse change at the date of the request for the draw.

We are required to pay down $168,000 in term loan principal on our new Senior
Credit Facility by December 31, 2005. The new Senior Credit Facility is due
October 31, 2007.

We were in compliance with all loan covenants at December 31, 2004.

Our expenditures for property and equipment, including construction in progress,
totaled $111.8 million and $62.5 million during 2004 and 2003, respectively. Our
capital expenditures requirements in excess of approximately $25 million per
year are largely success driven and are a result of the progress we are making
in the marketplace. We expect our 2005 expenditures for property and equipment
for our core operations, including construction in progress, to total $80.0
million to $85.0 million, depending on available opportunities and the amount of
cash flow we generate during 2005.

In June 2004 we placed into service our AULP West fiber optic cable system
connecting Seward, Alaska and Warrenton, Oregon, with leased backhaul facilities
connecting it to our switching and distribution centers in Anchorage, Alaska and
Seattle, Washington. The 1,544-statute mile cable system has a total design
capacity of 960 Gigabits per second access speed. The cable complements our
existing fiber optic cable system between Whittier, Alaska and Seattle,
Washington. The two cables provide physically diverse backup to each other in
the event of an outage. During 2004 our capital expenditures for this project
have totaled approximately $32.2 million, and from inception have totaled $50.3
million, most of which have been funded through our operating cash flows.

Planned capital expenditures over the next five years include those necessary
for continued expansion of our long-distance, local exchange and Internet
facilities, supplementing our existing network backup facilities, continuing
deployment of DLPS, and upgrades to and expansions of our cable television
plant.

In April 2004 we successfully launched our DLPS service delivery method. To
ensure the necessary equipment is available to us we have entered into an
agreement to purchase a certain number of outdoor, network powered multi-media
adapters. The agreement has a remaining outstanding commitment at December 31,
2004 of $13.5 million of which approximately $5.5 million and $8.0 million will
be paid during the years ended December 31, 2005 and 2006, respectively.

In August 2003 we entered into an agreement with Alaska Airlines, Inc. ("Alaska
Airlines") to offer our residential and business customers who make qualifying
purchases from us the opportunity to accrue mileage awards in the Alaska
Airlines Mileage Plan. The agreement was amended in October 2004. The agreement
as amended requires the purchase of Alaska Airlines miles during the year ended
December 31, 2004 and in future years. The agreement has a remaining commitment
at December 31, 2004 totaling $13.9 million.

We believe that payment for services provided to MCI subsequent to their
bankruptcy filing date will continue to be made timely, consistent with our
status in MCI's filing as a key service provider or

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<PAGE>
utility to MCI. See "Long Distance Services Overview" for a discussion of the
settlement of the uncollected amounts due from MCI.

In December 2004 Sprint and Nextel Communications, Inc. announced a merger. The
agreement requires approval of shareholders and anti-trust regulators, as well
as state utility commissions that license phone service. We are unable to
predict the outcome this merger will have on us in the long-term.

In February 2005 Verizon Communications, Inc. agreed to purchase MCI. The
agreement requires approval of shareholders and anti-trust regulators. We are
unable to predict the outcome this merger will have on us in the long-term,
however given the materiality of MCI's revenues to us, a significant reduction
in traffic or pricing could have a material adverse effect on our financial
position, results of operations and liquidity.

A migration of MCI's or Sprint's traffic off our network without it being
replaced by other common carriers that interconnect with our network could have
a materially adverse impact on our financial position, results of operations and
liquidity.

Dividends accrued on our Series B preferred stock are payable in cash at the
semi-annual payment dates of April 30 and October 31 of each year. We paid
dividends of $592,000 and $484,000 on April 30, 2004 and October 31, 2004,
respectively. Our next Series B preferred stock dividend is due April 30, 2005.
Redemption is required on April 30, 2011.

In January 2004, 3,108 shares of our Series B preferred stock was converted to
560,000 shares of our Class A common stock at the stated conversion price of
$5.55 per share. In August 2004, 3,328 shares of our Series B preferred stock
was converted to 599,640 shares of our Class A common stock at the stated
conversion price of $5.55 per share. In November 2004, 4,995 shares of our
Series B preferred stock was converted to 900,000 shares of our Class A common
stock at the stated conversion price of $5.55 per share. The conversions will
reduce our future semi-annual cash dividends.

GCI's board of directors has authorized a common stock buyback program for the
repurchase of our Class A and Class B common stock. Our Board of Directors
authorized us and we obtained permission from our lenders and preferred
shareholder to repurchase up to $5.0 million per quarter during the third and
fourth quarters of 2004. The repurchase of MCI's 3,751,509 shares of our Class A
common stock using proceeds from our December Senior Notes offering was not part
of our buyback program. During the year ended December 31, 2004 we have
repurchased 252,600 shares of our Class A common stock at a cost of
approximately $2.4 million through our buyback program. Our Board of Directors
authorized us and we obtained permission from our lenders and preferred
shareholder for up to $10.0 million of repurchases during the six month period
ended June 30, 2005. During the months of January and February 2005 we
repurchased 252,600 shares of our Class A common stock at a cost of
approximately $2.6 million. We expect to continue the repurchases throughout
2005 subject to the availability of free cash flow, credit facilities, the price
of our Class A and Class B common stock and the requisite consents of our
lenders and preferred shareholder. The repurchases will comply with the
restrictions of SEC rule 10b-18.

The long-distance, local access, cable, Internet and wireless services
industries continue to experience substantial competition, regulatory
uncertainty, and continuing technological changes. Our future results of
operations will be affected by our ability to react to changes in the
competitive and regulatory environment and by our ability to fund and implement
new or enhanced technologies. We are unable to determine how competition,
economic conditions, and regulatory and technological changes will affect our
ability to obtain financing under acceptable terms and conditions.

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<PAGE>
We believe that we will be able to meet our current and long-term liquidity and
capital requirements, fixed charges and preferred stock dividends through our
cash flows from operating activities, existing cash, cash equivalents,
short-term investments, credit facilities, and other external financing and
equity sources. Should cash flows be insufficient to support additional
borrowings and principal payments scheduled under our existing credit
facilities, capital expenditures will likely be reduced.

Critical Accounting Policies

Our accounting and reporting policies comply with accounting principles
generally accepted in the United States of America. The preparation of financial
statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions. The financial position and results
of operations can be affected by these estimates and assumptions, which are
integral to understanding reported results. Critical accounting policies are
those policies that management believes are the most important to the portrayal
of our financial condition and results, and require management to make estimates
that are difficult, subjective or complex. Most accounting policies are not
considered by management to be critical accounting policies. Several factors are
considered in determining whether or not a policy is critical in the preparation
of financial statements. These factors include, among other things, whether the
estimates are significant to the financial statements, the nature of the
estimates, the ability to readily validate the estimates with other information
including third parties or available prices, and sensitivity of the estimates to
changes in economic conditions and whether alternative accounting methods may be
utilized under accounting principles generally accepted in the United States of
America. For all of these policies, management cautions that future events
rarely develop exactly as forecast, and the best estimates routinely require
adjustment. Management has discussed the development and the selection of
critical accounting policies with our Audit Committee.

Those policies considered to be critical accounting policies for the year ended
December 31, 2004 are described below.

     o   We maintain allowances for doubtful accounts for estimated losses
         resulting from the inability of our customers to make required
         payments. We also maintain an allowance for doubtful accounts based on
         our assessment of the likelihood that our customers will satisfactorily
         comply with rules necessary to obtain supplemental funding from the
         Universal Service Administration Company ("USAC") for services provided
         by us under our packaged communications offerings to rural hospitals,
         health clinics and school districts. We base our estimates on the aging
         of our accounts receivable balances, financial health of specific
         customers, regional economic data, changes in our collections process,
         our customers' compliance with USAC rules, and our historical write-off
         experience, net of recoveries. If the financial condition of our
         customers were to deteriorate or if they are unable to emerge from
         reorganization proceedings, resulting in an impairment of their ability
         to make payments, additional allowances may be required. If their
         financial condition improves or they emerge successfully from
         reorganization proceedings, allowances may be reduced. Such allowance
         changes could have a material effect on our consolidated financial
         condition and results of operations.

     o   We record all assets and liabilities acquired in purchase acquisitions,
         including goodwill and other intangibles, at fair value as required by
         SFAS No. 141, "Business Combinations." Goodwill and indefinite-lived
         assets such as our cable certificates are not amortized but are
         subject, at a minimum, to annual tests for impairment and quarterly
         evaluations of whether events and circumstances continue to support an
         indefinite useful life as required by SFAS No. 142. Other intangible
         assets are amortized over their estimated useful lives using the
         straight-line method, and are subject to impairment if events or
         circumstances indicate a possible inability to realize the carrying
         amount as required by SFAS No. 142. The initial goodwill and other
         intangibles recorded and subsequent impairment analysis requires

                                       98
<PAGE>
         management to make subjective judgments concerning estimates of the
         applicability of quoted market prices in active markets and, if quoted
         market prices are not available and/or are not applicable, how the
         acquired asset will perform in the future using a discounted cash flow
         analysis. Estimated cash flows may extend beyond ten years and, by
         their nature, are difficult to determine over an extended timeframe.
         Events and factors that may significantly affect the estimates include,
         among others, competitive forces, customer behaviors and attrition,
         changes in revenue growth trends, cost structures and technology, and
         changes in discount rates, performance compared to peers, material and
         ongoing negative economic trends, and specific industry or market
         sector conditions. In determining the reasonableness of cash flow
         estimates, we review historical performance of the underlying asset or
         similar assets in an effort to improve assumptions utilized in our
         estimates. In assessing the fair value of goodwill and other
         intangibles, we may consider other information to validate the
         reasonableness of our valuations including third-party assessments.
         These evaluations could result in a change in useful lives in future
         periods and could result in write-down of the value of intangible
         assets. The SEC Staff Announcement issued on September 29, 2004
         requires us to value our indefinite-lived intangible assets other than
         goodwill using the direct value method for impairment testing purposes
         no later than January 1, 2005. Our cable certificate assets are our
         only indefinite-lived intangible assets other than goodwill and were
         originally valued and recorded using the residual method. Because of
         the significance of the identified intangible assets and goodwill to
         our consolidated balance sheet, our annual impairment analysis pursuant
         to the SEC Staff Announcement and quarterly evaluation of remaining
         useful life will be critical. Any changes in key assumptions about the
         business and its prospects, changes in market conditions or other
         externalities, or recognition of previously unrecognized intangible
         assets for impairment testing purposes could result in an impairment
         charge and such a charge could have a material adverse effect on our
         consolidated results of operations. Refer to note 1(m) in the
         accompanying "Notes to Consolidated Financial Statements" for
         additional information regarding the SEC Staff Announcement and
         intangible assets, respectively.

     o   We estimate unbilled long-distance services segment Cost of Goods Sold
         based upon minutes of use carried through our network and established
         rates. We estimate unbilled costs for new circuits and services, and
         when network changes occur that result in traffic routing changes or a
         change in carriers. Carriers that provide service to us regularly make
         network changes that can lead to new, revised or corrected billings.
         Such estimates are revised or removed when subsequent billings are
         received, payments are made, billing matters are researched and
         resolved, tariffed billing periods lapse, or when disputed charges are
         resolved. Revisions to previous estimates could either increase or
         decrease costs in the year in which the estimate is revised which could
         have a material effect on our consolidated financial condition and
         results of operations.

     o   Our income tax policy provides for deferred income taxes to show the
         effect of temporary differences between the recognition of revenue and
         expenses for financial and income tax reporting purposes and between
         the tax basis of assets and liabilities and their reported amounts in
         the financial statements in accordance with SFAS No. 109, "Accounting
         for Income Taxes." We have recorded deferred tax assets of
         approximately $71.9 million associated with income tax net operating
         losses that were generated from 1990 to 2003, and that expire from 2007
         to 2024. Pre-acquisition income tax net operating losses associated
         with acquired companies are subject to additional deductibility limits.
         We have recorded deferred tax assets of approximately $1.9 million
         associated with alternative minimum tax credits that do not expire.
         Significant management judgment is required in developing our provision
         for income taxes, including the determination of deferred tax assets
         and liabilities and any valuation allowances that may be required
         against the deferred tax assets. In conjunction with certain 1996
         acquisitions, we determined that approximately $20.0 million of the
         acquired net operating losses would not be utilized for income tax
         purposes, and

                                       99
<PAGE>
         elected with our December 31, 1996 income tax returns to forego
         utilization of such acquired losses. Deferred tax assets were not
         recorded associated with the foregone losses and, accordingly, no
         valuation allowance was provided. We utilized approximately $5.6
         million of our tax net operating loss carryforwards in 2004. We have
         not recorded a valuation allowance on the deferred tax assets as of
         December 31, 2004 based on management's belief that future reversals of
         existing taxable temporary differences and estimated future taxable
         income exclusive of reversing temporary differences and carryforwards,
         will, more likely than not, be sufficient to realize the benefit of
         these assets over time. In the event that actual results differ from
         these estimates or if our historical trends change, we may be required
         to record a valuation allowance on deferred tax assets, which could
         have a material adverse effect on our consolidated financial position
         or results of operations.

Other significant accounting policies, not involving the same level of
measurement uncertainties as those discussed above, are nevertheless important
to an understanding of the financial statements. Policies related to revenue
recognition and financial instruments require difficult judgments on complex
matters that are often subject to multiple sources of authoritative guidance.
Certain of these matters are among topics currently under reexamination by
accounting standards setters and regulators. No specific conclusions reached by
these standard setters appear likely to cause a material change in our
accounting policies, although outcomes cannot be predicted with confidence. A
complete discussion of our significant accounting policies can be found in note
1 in the accompanying "Notes to Consolidated Financial Statements."

New Accounting Standards

In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 123R, "Share-Based Payment," requiring all companies to measure compensation
cost for all share-based payments (including employee stock options) at fair
value. SFAS No. 123R is effective for public companies for interim or annual
periods beginning after June 15, 2005. As of July 1, 2005, all public entities
will apply SFAS No. 123R using a modified version of prospective application.
Under that transition method, compensation cost is recognized on or after July
1, 2005 for the portion of outstanding awards for which the requisite service
has not yet been rendered, based on the grant-date fair value of those awards
calculated under SFAS 123 for either recognition or pro forma disclosures. We
estimate the application of SFAS No. 123R will result in an increase in our
compensation cost for all share-based payments of approximately $1.4 million
during the year ended December 31, 2005.

In December 2004, the FASB issued SFAS 153, "Exchanges of Nonmonetary Assets,"
which amends Accounting Principle Board ("APB") Opinion No. 29, "Accounting for
Nonmonetary Transactions". The guidance in APB Opinion No. 29 is based on the
principle that exchanges of nonmonetary assets should be measured based on the
fair value of the assets exchanged. The guidance in that Opinion, however,
included certain exceptions to that principle. SFAS No. 153 amends APB Opinion
No. 29 to eliminate the exception for nonmonetary exchanges of similar
productive assets and replaces it with a general exception for exchanges of
nonmonetary assets that do not have commercial substance. A nonmonetary exchange
has commercial substance if the future cash flows of the entity are expected to
change significantly as a result of the exchange. We will adopt this statement
July 1, 2005 and do not expect it to have a material effect on our results of
operations, financial position and cash flows.

In November 2004, the FASB ratified the consensus reached by the Emerging Issues
Task Force ("EITF") with respect to EITF Issue No. 03-13, "Applying the
Conditions in Paragraph 42 of FASB Statement No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," in Determining Whether to Report
Discontinued Operations." A number of issues have arisen in practice in applying
the criteria in paragraph 42, and the following broad categories of issues
related to the application of both criteria in that paragraph have been
identified: (a) whether the intent of the paragraph is that all operations and
cash flows of the disposal component be eliminated from the

                                       100
<PAGE>
ongoing operations of the entity or whether some minor level of operations or
cash flows may remain; (b) if some insignificant level of operations or cash
flows of the disposal component can continue without precluding discontinued
operations reporting, the level at which "significance" should be measured; and
(c) in applying the paragraph, the factors to consider in determining whether
the selling entity has retained "significant continuing involvement" in the
disposed component. At December 31, 2004 we do not have a component that has
been identified for disposal. We will adopt this EITF January 1, 2005 and do not
expect it to have a material effect on our results of operations, financial
position and cash flows.

In November 2004, the FASB ratified the consensus reached by the EITF with
respect to EITF Issue No. 04-8, "The Effect of Contingently Convertible
Instruments on Diluted Earnings per Share." This Issue addresses when
contingently convertible instruments should be included in diluted earnings per
share. For purposes of this Issue, contingently convertible instruments are
instruments that have embedded conversion features that are contingently
convertible or exercisable based on (a) a market price trigger or (b) multiple
contingencies if one of the contingencies is a market price trigger and the
instrument can be converted or share settled based on meeting the specified
market condition. A market price trigger is a market condition that is based at
least in part on the issuer's own share price. Examples of contingently
convertible instruments subject to this Issue include contingently convertible
debt, contingently convertible preferred stock, and Instrument C in EITF Issue
No. 90-19, "Convertible Bonds with Issuer Option to Settle for Cash upon
Conversion," all with embedded market price triggers. The EITF decided that
contingently convertible instruments should be included in diluted earnings per
share (if dilutive) regardless of whether the market price trigger has been met.
Additionally, the consensus should be applied to instruments that have multiple
contingencies if one of the contingencies is a market price trigger and the
instrument is convertible or can be settled in shares based on meeting a market
condition-that is, the conversion is not dependent (or no longer dependent) on a
substantive non-market-based contingency. At December 31, 2004 we do not have
any contingently convertible instruments. We will adopt this EITF January 1,
2005 and do not expect it to have a material effect on our results of
operations, financial position and cash flows.


Geographic Concentration and the Alaska Economy

We offer voice and data telecommunication and video services to customers
primarily throughout Alaska. Because of this geographic concentration, growth of
our business and of our operations depends upon economic conditions in Alaska.
The economy of Alaska is dependent upon the natural resource industries, and in
particular oil production, as well as investment earnings, tourism, government,
and United States military spending. Any deterioration in these markets could
have an adverse impact on us. All of the federal funding and the majority of
investment revenues are dedicated for specific purposes, leaving oil revenues as
the primary source of general operating revenues. In fiscal 2004 the State's
actual results indicate that Alaska's oil revenues, federal funding and
investment revenues supplied 28%, 22% and 40%, respectively, of the state's
total revenues. In fiscal 2005 state economists forecast that Alaska's oil
revenues, federal funding and investment revenues will supply 34%, 32% and 23%,
respectively, of the state's total projected revenues.

The volume of oil transported by the TransAlaska Oil Pipeline System over the
past 20 years has been as high as 2.0 million barrels per day in fiscal 1988.
Production has been declining over the last several years with an average of
0.980 million barrels produced per day in fiscal 2004. The state forecasts the
production rate to decline from 0.934 million barrels produced per day in fiscal
2005 to 0.850 million barrels produced per day in fiscal 2015.

Market prices for North Slope oil averaged $31.74 in fiscal 2004 and are
forecasted to average $43.61 in fiscal 2005. The closing price per barrel was
$42.76 on February 14, 2005. To the extent

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that actual oil prices vary materially from the state's projected prices the
state's projected revenues and deficits will change. When the price of oil is
greater than $25.00 per barrel and production of oil is between 0.9 and 1.0
million barrels per day, every $1 change in the price per barrel of oil is
forecasted to result in a $40.0 million to $140.0 million change in the state's
fiscal 2005 revenue. The production policy of the Organization of Petroleum
Exporting Countries and its ability to continue to act in concert represents a
key uncertainty in the state's revenue forecast.

The State of Alaska maintains the Constitutional Budget Reserve Fund that is
intended to fund budgetary shortfalls. If the state's current projections are
realized, the Constitutional Budget Reserve Fund will be depleted in 2010. The
date the Constitutional Budget Reserve Fund is depleted is highly influenced by
the price of oil. If the fund is depleted, aggressive state action will be
necessary to increase revenues and reduce spending in order to balance the
budget. The governor of the State of Alaska and the Alaska legislature continue
to evaluate cost cutting and revenue enhancing measures.

Should new oil discoveries or developments not materialize or the price of oil
become depressed, the long term trend of continued decline in oil production
from the Prudhoe Bay area is inevitable with a corresponding adverse impact on
the economy of the state, in general, and on demand for telecommunications and
cable television services, and, therefore, on us, in particular. Periodically
there are renewed efforts to allow exploration and development in the Arctic
National Wildlife Refuge ("ANWR"). The United States Energy Information Agency
estimates it could take nine years to begin oil field drilling after approval of
ANWR exploration.

Deployment of a natural gas pipeline from the State of Alaska's North Slope to
the Lower 48 States has been proposed to supplement natural gas supplies. A
competing natural gas pipeline through Canada has also been proposed. The
economic viability of a natural gas pipeline depends upon the price of and
demand for natural gas. Either project could have a positive impact on the State
of Alaska's revenues and could provide a substantial stimulus to the Alaska
economy. In October 2004 both houses of Congress passed and the President signed
legislation allowing loan guarantees of up to $18.0 billion, certain favorable
income tax provisions and tax credits, and expedited permitting and judicial
review for the construction of an Alaska natural gas pipeline. To support the
construction of a natural gas pipeline, the governor of the State of Alaska has
announced that he believes the state must assume some level of shipper risk,
serve as an equity partner or both. The State of Alaska is actively negotiating
two applications to construct a natural gas pipeline. The governor of the State
of Alaska has indicated his desire to submit a contract from one or more of
these groups to the Alaska legislature during the legislative session beginning
in January 2005.

Development of the ballistic missile defense system may have a significant
impact on Alaskan communication requirements and the Alaska economy. The system
is a fixed, land-based, non-nuclear missile defense system with a land and space
based detection system capable of responding to limited strategic ballistic
missile threats to the United States. The system includes deployment of up to
100 ground-based interceptor silos and battle management command and control
facilities at Fort Greely, Alaska.

The United States Army Corps of Engineers awarded a construction contract in
2002 for test bed facilities. The contract is reported to contain basic
requirements and various options that could amount to $250 million in
construction, or possibly more, if all items are executed. Construction began on
the Fort Greely test bed in 2002. The first ground-based missile interceptor was
placed in an underground silo in July 2004 and a total of eight were in place at
the end of 2004. The Missile Defense Agency is reported to expect to have
activated the first missile interceptors in 2005.

Tourism, air cargo, and service sectors have helped offset the prevailing
pattern of oil industry downsizing that has occurred during much of the last
several years.

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We have, since our entry into the telecommunication marketplace, aggressively
marketed our services to seek a larger share of the available market. The
customer base in Alaska is limited, however, with a population of approximately
649,000 people. The State of Alaska's population is distributed as follows:

     o   42% are located in the Municipality of Anchorage,
     o   13% are located in the Fairbanks North Star Borough,
     o   11% are located in the Mat-Su Borough,
     o   8% are located in the Kenai Peninsula Borough,
     o   5% are located in the City and Borough of Juneau, and
     o   The remaining 21% are located in other communities across the State of
         Alaska.

No assurance can be given that the driving forces in the Alaska economy, and in
particular, oil production, will continue at appropriate levels to provide an
environment for expanded economic activity.

No assurance can be given that oil companies doing business in Alaska will be
successful in discovering new fields or further developing existing fields which
are economic to develop and produce oil with access to the pipeline or other
means of transport to market, even with a reduced level of royalties. We are not
able to predict the effect of changes in the price and production volumes of
North Slope oil on Alaska's economy or on us.

Seasonality

Long-distance revenues (primarily those derived from our other common carrier
customers) have historically been highest in the summer months because of
temporary population increases attributable to tourism and increased seasonal
economic activity such as construction, commercial fishing, and oil and gas
activities. Cable television revenues are higher in the winter months because
consumers spend more time at home and tend to watch more television during these
months. Local access and Internet services do not exhibit significant
seasonality. Our ability to implement construction projects is also hampered
during the winter months because of cold temperatures, snow and short daylight
hours.

Off-Balance Sheet Arrangements

We have not created, and are not party to, any special-purpose or off-balance
sheet entities for the purpose of raising capital, incurring debt or operating
parts of our business that are not consolidated into our financial statements.
We do not have any arrangements or relationships with entities that are not
consolidated into our financial statements that are reasonably likely to
materially affect our liquidity or the availability of our capital resources.

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<PAGE>
Schedule of Certain Known Contractual Obligations

The following table details future projected payments associated with our
certain known contractual obligations as of December 31, 2004.
<TABLE>
<CAPTION>
                                                                    Payments Due by Period
                                               ----------------------------------------------------------------
                                                                                                        More
                                                              Less than    1 to 3         4 to 5        Than 5
                                                   Total        1 Year      Years          Years        Years
                                               ----------------------------------------------------------------
                                                                    (Amounts in thousands)
   <S>                                        <C>               <C>        <C>            <C>          <C>
   Long-term debt                             $   441,168          168     121,000           ---       320,000
   Interest on long-term debt                     220,400       23,200      46,400        46,400       104,400
   Capital lease obligations, including
     interest                                      53,560        9,461      17,849        25,798           452
   Operating lease commitments                     72,771       14,564      21,080        15,070        22,057
   Redeemable preferred stock                       4,249          ---         ---           ---         4,249
   Purchase obligations                            43,168       24,076      15,183         3,909           ---
                                               ------------- ----------- ------------ ------------ ------------
     Total contractual obligations            $   835,316       71,469     221,512        91,177       451,158
                                               ============= =========== ============ ============ ============
</TABLE>
For long-term debt included in the above table, we have included principal
payments on our new Senior Credit Facility and on our new Senior Notes. Interest
on amounts outstanding under our new Senior Credit Facility is based on variable
rates and therefore the amount is not determinable. Our new Senior Notes require
semi-annual interest payments of $11.6 million through August 2014. For a
discussion of our long-term debt see note 7 to the accompanying "Notes to
Consolidated Financial Statements."

For a discussion of our capital and operating leases, see note 15 to the
accompanying "Notes to Consolidated Financial Statements."

We have included only the maturity redemption amount on our Series B preferred
stock (cash dividends are excluded). Our Series B preferred stock is convertible
at $5.55 per share into GCI Class A common stock. Dividends are payable
semi-annually at the rate of 8.5%, plus accrued but unpaid dividends, in cash.
Mandatory redemption is required 12 years from the date of closing. For more
information about our redeemable preferred stock, see note 1(e) to the
accompanying "Notes to Consolidated Financial Statements."

Purchase obligations include the remaining DLPS equipment purchase commitment of
$13.5 million and the remaining $13.9 million commitment for our Alaska Airlines
agreement as further described in note 15 to the accompanying "Notes to
Consolidated Financial Statements" and a $411,000 maintenance contract
commitment. The contracts associated with these commitments are non-cancelable.
Purchase obligations also includes open purchase orders for goods and services
for capital projects and normal operations totaling $15.4 million which are not
included in our Consolidated Balance Sheets at December 31, 2004, because the
goods had not been received or the services had not been performed at December
31, 2004. The open purchase orders are cancelable.

Regulatory Developments

You should see "Part I -- Item 1 -- Business, Regulation, Franchise
Authorizations and Tariffs" for more information about regulatory developments
affecting us.

Inflation

We do not believe that inflation has a significant effect on our operations.

                                       104
<PAGE>
Audit Committee

The Audit Committee, composed entirely of independent directors, meets
periodically with our independent auditors and management to review the
Company's financial statements and the results of audit activities. The Audit
Committee, in turn, reports to the Board of Directors on the results of its
review and recommends the selection of independent auditors.

The Audit Committee has approved the independent auditor to provide the
following services:

     o   Audit (audit of financial statements filed with the SEC, quarterly
         reviews, comfort letters, consents, review of registration statements,
         accounting consultations);
     o   Audit-related (employee benefit plan audits and accounting consultation
         on proposed transactions);
     o   Income tax services (review of corporate and partnership income tax
         returns, and consultations regarding income tax matters); and
     o   Professional services (planning, scoping and documentational assistance
         of internal controls over financial reporting).

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

We are exposed to various types of market risk in the normal course of business,
including the impact of interest rate changes. We do not hold derivatives for
trading purposes.

Our new Senior Credit Facility carries interest rate risk. Amounts borrowed
under this Agreement bear interest at Libor plus 2.25% or less depending upon
our Total Leverage Ratio (as defined). Should the Libor rate change, our
interest expense will increase or decrease accordingly. As of December 31, 2004,
we have borrowed $121.2 million subject to interest rate risk. On this amount, a
1% increase in the interest rate would result in $1,212,000 in additional gross
interest cost on an annualized basis. The interest rate swap agreement to
convert $25.0 million of variable interest rate debt to 3.98% fixed rate debt
plus applicable margin terminated on September 21, 2004.

Our Satellite Transponder Capital Lease carries interest rate risk. Amounts
borrowed under this Agreement bear interest at Libor plus 3.25%. Should the
Libor rate change, our interest expense will increase or decrease accordingly.
As of December 31, 2004, we have borrowed $38.7 million subject to interest rate
risk. On this amount, a 1% increase in the interest rate would result in
$387,000 in additional gross interest cost on an annualized basis.

Item 8.  Consolidated Financial Statements and Supplementary Data

Our consolidated financial statements are filed under this Item, beginning on
page 108.

Item 9.  Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure

None.

                                       105
<PAGE>
Item 9A.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Annual Report on Form 10-K, we
carried out an evaluation of the effectiveness of the design and operation of
our "disclosure controls and procedures" (as defined in the Securities Exchange
Act of 1934 ("Exchange Act") Rules 13a - 15(e)) under the supervision and with
the participation of our management, including our Chief Executive Officer and
our Chief Financial Officer. Based upon that evaluation, our Chief Executive
Officer and our Chief Financial Officer concluded that our disclosure controls
and procedures are effective.

Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed in our reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in our
reports filed under the Exchange Act is accumulated and communicated to
management to allow timely decisions regarding required disclosure.

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Exchange Act Rule
13a-15(f). Under the supervision and with the participation of our management,
including our Chief Executive Officer and our Chief Financial Officer, we
conducted an evaluation of the effectiveness of our internal control over
financial reporting based on the framework in Internal Control--Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission.

Based on our evaluation under the framework in Internal Control--Integrated
Framework, our management concluded that our internal control over financial
reporting was effective as of December 31, 2004. Our management's assessment of
the effectiveness of our internal control over financial reporting as of
December 31, 2004 has been audited by KPMG LLP, an independent registered public
accounting firm, as stated in their report which is included herein.

Changes in Internal Controls

There were no changes in our internal control over financial reporting during
the fourth quarter of 2004 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.

All internal control systems, no matter how well designed, have inherent
limitations. Therefore, even those systems determined to be effective can
provide only reasonable assurance with respect to financial statement
preparation and presentation. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

We may enhance, modify, and supplement internal controls and disclosure controls
and procedures based on experience.

Item 9B.  Other Information

None

                                       106
<PAGE>
                                    Part III

Items 10, 11, 12, 13 and 14. Portions of the Registrant's definitive proxy
statement relating to its 2005 Annual Meeting of Shareholders are incorporated
by reference in Part III of this Annual Report on Form 10-K where indicated.
Alternatively, the Registrant may file an amendment to this Form 10-K to provide
such information within 120 days following the end of Registrant's fiscal year
ended December 31, 2004.

                                      107
<PAGE>

Part IV

Item 15.  Exhibits, Consolidated Financial Statement Schedules
<TABLE>
<CAPTION>
     (l) Consolidated Financial Statements                                                 Page No.
                                                                                           --------
     <S>                                                                                  <C>
           Included in Part II of this Report:

                  Reports of Independent Registered Public Accounting Firm................109 -- 111

                  Consolidated Balance Sheets, December 31, 2004 and 2003.................112 -- 113

                  Consolidated Statements of Operations,
                     Years ended December 31, 2004, 2003 and 2002.........................114

                  Consolidated Statements of Stockholders' Equity,
                     Years ended December 31, 2004, 2003 and 2002.........................115 -- 117

                  Consolidated Statements of Cash Flows,
                     Years ended December 31, 2004, 2003 and 2002.........................118

                  Notes to Consolidated Financial Statements..............................119 -- 158

     (2) Consolidated Financial Statement Schedules

           Schedule II - Valuation and Qualifying Accounts is included in note 3 in Notes to Consolidated
           Financial Statements included in Part II of this report.

           Other schedules are omitted, as they are not required or are not applicable, or the required
           information is shown in the applicable financial statements or notes thereto.

     (3) Exhibits.........................................................................159
</TABLE>

                                      108
<PAGE>
             Report of Independent Registered Public Accounting Firm


The Board of Directors and Stockholders
General Communication, Inc.

We have audited the accompanying consolidated balance sheets of General
Communication, Inc. and subsidiaries as of December 31, 2004 and 2003, and the
related consolidated statements of operations, stockholders' equity, and cash
flows for each of the years in the three-year period ended December 31, 2004.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of General
Communication, Inc. and subsidiaries as of December 31, 2004 and 2003, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 2004, in conformity with U.S. generally
accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the effectiveness of General
Communication, Inc.'s internal control over financial reporting as of December
31, 2004, based on criteria established in Internal Control--Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO), and our report dated March 11, 2005 expressed an unqualified
opinion on management's assessment of, and the effective operation of, internal
control over financial reporting.



/signed/ KPMG LLP
Anchorage, Alaska
March 11, 2005

                                      109
<PAGE>
             Report of Independent Registered Public Accounting Firm


The Board of Directors and Stockholders
General Communication, Inc.

We have audited management's assessment, included in the accompanying
Management's Report on Internal Control Over Financial Reporting, that General
Communication, Inc. maintained effective internal control over financial
reporting as of December 31, 2004, based on criteria established in Internal
Control--Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). General Communication, Inc.'s
management is responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of internal
control over financial reporting. Our responsibility is to express an opinion on
management's assessment and an opinion on the effectiveness of the Company's
internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over
financial reporting, evaluating management's assessment, testing and evaluating
the design and operating effectiveness of internal control, and performing such
other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

In our opinion, management's assessment that General Communication, Inc.
maintained effective internal control over financial reporting as of December
31, 2004, is fairly stated, in all material respects, based on criteria
established in Internal Control--Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). Also, in our
opinion, General Communication, Inc. maintained, in all material respects,
effective internal control over financial reporting as of December 31, 2004,
based on criteria established in Internal Control--Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).


                                       110
<PAGE>
We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated balance sheets of
General Communication, Inc. and subsidiaries as of December 31, 2004 and 2003,
and the related consolidated statements of operations, stockholders' equity, and
cash flows for each of the years in the three-year period ended December 31,
2004, and our report dated March 11, 2005 expressed an unqualified opinion on
those consolidated financial statements.



/signed/ KPMG LLP
Anchorage, Alaska
March 11, 2005


                                       111
<PAGE>
<TABLE>
                                       GENERAL COMMUNICATION, INC. AND SUBSIDIARIES
                                              CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)                                                                               December 31,
                            ASSETS                                                                 2004        2003
-----------------------------------------------------------------------------------------     ------------ ------------
<S>                                                                                          <C>              <C>
Current assets:
  Cash and cash equivalents                                                                  $     31,452      10,435
                                                                                              ------------ ------------

  Receivables                                                                                      74,429      70,235
  Less allowance for doubtful receivables                                                           2,317       1,954
                                                                                              ------------ ------------
     Net receivables                                                                               72,112      68,281

  Deferred income taxes, net                                                                       13,893       7,195
  Prepaid expenses                                                                                  7,907      10,436
  Property held for sale                                                                            2,282       2,173
  Inventories                                                                                       1,215       1,513
  Notes receivable from related parties                                                               475       1,885
  Other current assets                                                                              2,429       1,723
                                                                                              ------------ ------------
     Total current assets                                                                         131,765     103,641
                                                                                              ------------ ------------

Property and equipment in service, net of depreciation                                            432,249     369,039
Construction in progress                                                                           22,505      33,618
                                                                                              ------------ ------------
     Net property and equipment                                                                   454,754     402,657
                                                                                              ------------ ------------

Cable certificates                                                                                191,241     191,241
Goodwill                                                                                           41,972      41,972
Other intangible assets, net of amortization of $1,625 and $1,656 at December 31, 2004
  and 2003, respectively                                                                            6,265       4,195
Deferred loan and senior notes costs, net of amortization of $2,602 and $5,308 at
  December 31, 2004 and 2003, respectively                                                         10,341       5,757
Notes receivable from related parties                                                               3,345       4,281
Other assets                                                                                        9,508       9,276
                                                                                              ------------ ------------
     Total other assets                                                                           262,672     256,722
                                                                                              ------------ ------------
       Total assets                                                                          $    849,191     763,020
                                                                                              ============ ============
</TABLE>
See accompanying notes to consolidated financial statements.


                                      112                            (Continued)
<PAGE>
<TABLE>
                                          GENERAL COMMUNICATION, INC. AND SUBSIDIARIES
                                                 CONSOLIDATED BALANCE SHEETS
                                                        (Continued)
<CAPTION>
             (Amounts in thousands)
             LIABILITIES, REDEEMABLE PREFERRED STOCK, AND                                                          December 31,
               STOCKHOLDERS' EQUITY                                                                             2004         2003
             -----------------------------------------------------------------------------------------     ------------- -----------
             <S>                                                                                          <C>              <C>
             Current liabilities:
               Current maturities of obligations under capital leases and long-term debt                  $     6,407        5,139
               Accounts payable                                                                                28,742       34,133
               Deferred revenue                                                                                16,253       21,275
               Accrued payroll and payroll related obligations                                                 15,350       17,545
               Accrued interest                                                                                 8,747        8,645
               Accrued liabilities                                                                              6,849        8,156
               Subscriber deposits                                                                                437          651
                                                                                                           ------------- -----------
                 Total current liabilities                                                                     82,785       95,544

             Long-term debt                                                                                   436,969      345,000
             Obligations under capital leases, excluding current maturities                                    32,750       38,959
             Obligation under capital lease due to related party, excluding current maturity                      672          677
             Deferred income taxes, net of deferred income tax benefit                                         49,111       24,168
             Other liabilities                                                                                  8,385        6,366
                                                                                                           ------------- -----------
                 Total liabilities                                                                            610,672      510,714
                                                                                                           ------------- -----------

             Redeemable preferred stock                                                                         4,249       25,664
                                                                                                           ------------- -----------

             Stockholders' equity:
               Common stock (no par):
                 Class A.  Authorized 100,000 shares; issued 51,825 and 52,589 shares at December
                  31, 2004 and December 31, 2003, respectively                                                186,883      202,362

                 Class B. Authorized 10,000 shares; issued 3,862 and 3,868
                  shares at December 31, 2004 and December 31, 2003,
                  respectively; convertible on a share-per-share basis
                  into Class A common stock                                                                     3,248        3,269

                 Less cost of 426 and 338 Class A common shares held in treasury
                  at December 31, 2004 and December 31, 2003, respectively                                     (1,702)      (1,917)

              Paid-in capital                                                                                  14,957       12,836
              Notes receivable with related parties issued upon stock option exercise                          (3,016)      (4,971)
              Retained earnings                                                                                33,900       15,371
              Accumulated other comprehensive loss                                                                ---         (308)
                                                                                                           ------------- -----------

                 Total stockholders' equity                                                                   234,270      226,642
                                                                                                           ------------- -----------
             Commitments and contingencies

                 Total liabilities, redeemable preferred stock, and stockholders' equity                  $   849,191      763,020
                                                                                                           ============= ===========
</TABLE>
             See accompanying notes to consolidated financial statements.


                                      113
<PAGE>
<TABLE>
                                        GENERAL COMMUNICATION, INC. AND SUBSIDIARIES
                                           CONSOLIDATED STATEMENTS OF OPERATIONS
                                        YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002

<CAPTION>
(Amounts in thousands, except per share amounts)                              2004              2003             2002
                                                                         -------------     ------------     -------------
<S>                                                                     <C>                    <C>              <C>
Revenues                                                                $    424,826           390,797          367,842

Cost of goods sold (exclusive of depreciation, amortization and
   accretion shown separately below)                                         139,563           125,383          123,564
Selling, general and administrative expenses                                 147,360           138,693          129,029
Bad debt expense (recovery)                                                   (1,074)             (178)          13,124
Impairment charge                                                                ---             5,434              ---
Depreciation, amortization and accretion expense                              63,113            53,388           56,400
                                                                         -------------     ------------     -------------
  Operating income                                                            75,864            68,077           45,725
                                                                         -------------     ------------     -------------

Other income (expense):
  Interest expense                                                           (27,586)          (34,745)         (29,316)
  Loss on early extinguishment of debt                                        (6,136)              ---              ---
  Amortization of loan and senior notes fees                                  (3,790)           (7,732)          (4,612)
  Interest income                                                                363               560              525
                                                                         -------------     ------------     -------------
     Other expense, net                                                      (37,149)          (41,917)         (33,403)
                                                                         -------------     ------------     -------------

   Net income before income taxes and cumulative effect of a
      change in accounting principle                                          38,715            26,160           12,322

Income tax expense                                                            17,463            10,074            5,659
                                                                         -------------     ------------     -------------
      Net income before cumulative effect of a change in
         accounting principle                                                 21,252            16,086            6,663

Cumulative effect of a change in accounting principle, net of
  income tax benefit of $367                                                     ---              (544)             ---
                                                                         -------------     ------------     -------------
         Net income                                                           21,252            15,542            6,663

Preferred stock dividends                                                      1,503             2,018            2,045
                                                                         -------------     ------------     -------------
         Net income available to common stockholders                    $     19,749            13,524            4,618
                                                                         =============     ============     =============

Basic net income per common share:
  Net income before cumulative effect of a change in accounting
     principle                                                          $       0.35              0.25             0.08
  Cumulative effect of a change in accounting principle, net of
     income tax benefit of $367                                                  ---             (0.01)             ---
                                                                         -------------     ------------     -------------
       Net income                                                       $       0.35              0.24             0.08
                                                                         =============     ============     =============

Diluted net income per common share:
  Net income before cumulative effect of a change in accounting
     principle                                                          $       0.34              0.25             0.08
  Cumulative effect of a change in accounting principle, net of
     income tax benefit of $367                                                  ---             (0.01)             ---
                                                                         -------------     ------------     -------------
       Net income                                                       $       0.34              0.24             0.08
                                                                         =============     ============     =============
</TABLE>
See accompanying notes to consolidated financial statements.


                                      114
<PAGE>
<TABLE>
                                              GENERAL COMMUNICATION, INC. AND SUBSIDIARIES
                                             CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                              YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002

<CAPTION>
                                                                                      Notes                 Accumulated
                                                                Class A             Receivable                 Other
                                           Class A   Class B    Shares              Issued to   Retained      Compre-
                                           Common    Common     Held in    Paid-in   Related    Earnings      hensive
 (Amounts in thousands)                     Stock     Stock    Treasury    Capital   Parties    (Deficit)   Income (Loss)    Total
                                          ------------------------------------------------------------------------------------------
 <S>                                     <C>          <C>       <C>        <C>       <C>         <C>             <C>        <C>
 Balances at December 31, 2001           $195,647     3,281     (1,659)    10,474    (2,588)     (2,771)            8       202,392
 Net income                                   ---       ---        ---        ---       ---       6,663           ---         6,663
 Change in fair value of cash flow
   hedge, net of income tax effect of
   $459                                       ---       ---        ---        ---       ---         ---          (548)         (548)
                                                                                                                            --------
 Comprehensive income                                                                                                         6,115
 Tax effect of excess stock compensation
   expense for tax purposes over amounts
   recognized for financial reporting
   purposes                                   ---       ---        ---        319       ---         ---           ---           319
 Class B shares converted to Class A            7        (7)       ---        ---       ---         ---           ---           ---
 Shares issued under stock option plan      3,372       ---        ---        ---    (3,062)        ---           ---           310
 Amortization of the excess of GCI stock
   market value over stock option
   exercise cost on date of stock option
   grant                                      ---       ---        ---        429       ---         ---           ---           429
 Shares issued to Employee Stock
   Purchase Plan                              791       ---        ---        ---       ---         ---           ---           791
 Shares issued to acquire minority
   shareholders' interest in GFCC              86       ---        ---        ---       ---         ---           ---            86
 Purchase of treasury stock                   ---       ---       (177)       ---       ---         ---           ---          (177)
 Preferred stock series B dividends           ---       ---        ---        ---       ---      (1,445)          ---        (1,445)
 Preferred stock series C dividends           ---       ---        ---        ---       ---        (600)          ---          (600)
                                          ------------------------------------------------------------------------------------------
 Balances at December 31, 2002           $199,903     3,274     (1,836)    11,222    (5,650)      1,847          (540)      208,220
                                          ==========================================================================================
</TABLE>
 See accompanying notes to consolidated financial statements.

                                      115                            (Continued)
<PAGE>
<TABLE>
                                              GENERAL COMMUNICATION, INC. AND SUBSIDIARIES
                                            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                              YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
                                                              (Continued)
<CAPTION>
                                                                                      Notes                 Accumulated
                                                                Class A             Receivable                 Other
                                           Class A   Class B    Shares              Issued to                 Compre-
                                           Common    Common     Held in    Paid-in   Related    Retained      hensive
 (Amounts in thousands)                     Stock     Stock    Treasury    Capital   Parties    Earnings   Income (Loss)    Total
                                          ------------------------------------------------------------------------------------------
 <S>                                     <C>          <C>       <C>        <C>       <C>         <C>             <C>        <C>

 Balances at December 31, 2002           $199,903     3,274     (1,836)    11,222    (5,650)      1,847          (540)      208,220
 Net income                                   ---       ---        ---        ---       ---      15,542           ---        15,542
 Change in fair value of cash flow
   hedge, net of change in income tax
   effect of $252                             ---       ---        ---        ---       ---         ---           232           232
                                                                                                                        ------------
 Comprehensive income                                                                                                        15,774
 Tax effect of excess stock compensation
   expense for tax purposes over amounts
   recognized for financial reporting
   purposes                                   ---       ---        ---        538       ---         ---           ---           538
 Class B shares converted to Class A            5        (5)       ---        ---       ---         ---           ---           ---
 Shares issued under stock option plan      1,836       ---        ---        ---       ---         ---           ---         1,836
 Shares issued upon exercise of warrants      125       ---        ---        ---       ---         ---           ---           125
 Payments received on notes receivable
   issued to related parties upon stock
   option exercise                            ---       ---        ---        ---       679         ---           ---           679
 Amortization of the excess of GCI stock
   market value over stock option
   exercise cost on date of stock option
   grant                                      ---       ---        ---      1,076       ---         ---           ---         1,076
 Shares purchased and retired                (750)      ---        750        ---       ---         ---           ---           ---
 Conversion of Series B preferred stock
   to Class A common stock                  1,243       ---        ---        ---       ---         ---           ---         1,243
 Purchase of treasury stock                   ---       ---       (831)       ---       ---         ---           ---          (831)
 Preferred stock series B dividends           ---       ---        ---        ---       ---      (1,418)          ---        (1,418)
 Preferred stock series C dividends           ---       ---        ---        ---       ---        (600)          ---          (600)
                                          ------------------------------------------------------------------------------------------
 Balances at December 31, 2003           $202,362     3,269     (1,917)    12,836    (4,971)     15,371          (308)      226,642
                                          ==========================================================================================
</TABLE>
See accompanying notes to consolidated financial statements


                                      116                            (Continued)
<PAGE>
<TABLE>
                                                    GENERAL COMMUNICATION, INC. AND SUBSIDIARIES
                                                   CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                                    YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
                                                                     (Continued)

<CAPTION>
                                                                                      Notes                 Accumulated
                                                                Class A             Receivable                 Other
                                           Class A   Class B    Shares              Issued to                 Compre-
                                           Common    Common     Held in    Paid-in   Related    Retained      hensive
 (Amounts in thousands)                     Stock     Stock    Treasury    Capital   Parties    Earnings    Income (Loss)    Total
                                          ------------------------------------------------------------------------------------------
 <S>                                     <C>          <C>       <C>        <C>       <C>         <C>             <C>        <C>

 Balances at December 31, 2003           $202,362     3,269     (1,917)    12,836    (4,971)     15,371          (308)      226,642
 Net income                                   ---       ---        ---        ---       ---      21,252           ---        21,252
 Change in fair value of cash flow
   hedge, net of change in income tax
   effect of $207                             ---       ---        ---        ---       ---         ---           308           308
                                                                                                                           ---------
 Comprehensive income                                                                                                        21,560
 Tax effect of excess stock compensation
   expense for tax purposes over amounts
   recognized for financial reporting
   purposes                                   ---       ---        ---      1,730       ---         ---           ---         1,730
 Class B shares converted to Class A           21       (21)       ---        ---       ---         ---           ---           ---
 Shares issued under stock option plan      6,161       ---        ---        ---       ---         ---           ---         6,161
 Payments received on notes receivable
   issued to related parties upon stock
   option exercise                            ---       ---        ---        ---     1,955         ---           ---         1,955
 Amortization of the excess of GCI stock
   market value over stock option
   exercise cost on date of stock option
   grant                                      ---       ---        ---        391       ---         ---           ---           391
 Conversion of Series B preferred stock
   to Class A common stock                 11,415       ---        ---        ---       ---         ---           ---        11,415
 Common stock repurchases                     ---       ---       (483)       ---       ---     (33,826)          ---       (34,309)
 Common stock retirements                 (33,076)      ---        ---        ---       ---      33,076           ---           ---
 Sale of treasury stock                       ---       ---        228        ---       ---         ---           ---           228
 Reclassification from treasury stock to
   be held for general corporate
   purposes to common stock to be retired     ---       ---        470        ---       ---        (470)          ---           ---
 Preferred stock series B dividends           ---       ---        ---        ---       ---        (942)          ---          (942)
 Preferred stock series C dividends           ---       ---        ---        ---       ---        (561)          ---          (561)
                                          ------------------------------------------------------------------------------------------
 Balances at December 31, 2004           $186,883     3,248     (1,702)    14,957    (3,016)     33,900           ---       234,270
                                          ==========================================================================================
</TABLE>

See accompanying notes to consolidated financial statements


                                      117
<PAGE>
<TABLE>
                                                 GENERAL COMMUNICATION, INC. AND SUBSIDIARIES
                                                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                 YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
<CAPTION>
(Amounts in thousands)                                                                    2004           2003            2002
                                                                                      -----------    -----------     -----------
<S>                                                                                  <C>               <C>            <C>
Cash flows from operating activities:
   Net income                                                                        $   21,252         15,542          6,663
   Adjustments to reconcile net income to net cash provided by operating
     activities:
     Depreciation, amortization and accretion expense                                    63,113         53,388         56,400
     Deferred income tax expense                                                         18,245          9,673          5,754
     Loss on early extinguishment of debt                                                 6,136            ---            ---
     Amortization of loan and senior notes fees                                           3,790          7,732          4,612
     Deferred compensation                                                                  657            689            430
     Compensatory stock options                                                             390          1,076            548
     Bad debt expense (recovery), net of write-offs                                         363         (1,084)         9,844
     Impairment charge                                                                      ---          5,434            ---
     Cumulative effect of a change in accounting principle, net                             ---            544            ---
     Employee Stock Purchase Plan expense funded with issuance of General
        Communication, Inc. Class A common stock                                            ---            ---            791
     Other noncash income and expense items                                                 791             99             90
     Change in operating assets and liabilities                                         (15,888)        (7,395)       (10,654)
                                                                                      -----------    -----------    ------------
       Net cash provided by operating activities                                         98,849         85,698         74,478
                                                                                      -----------    -----------    ------------

Cash flows from investing activities:
   Purchases of property and equipment, including construction period interest         (111,804)       (62,479)       (65,140)
   Purchases of other assets and intangible assets                                       (4,692)        (6,249)        (1,657)
   Payments received on notes receivable from related parties                             2,607             74            946
   Proceeds from sales of assets                                                          1,190            ---            ---
   Refund of deposit                                                                        699            ---            ---
   Purchases of and additions to property held for sale                                    (626)          (138)           (38)
   Notes receivable issued to related parties                                               (52)           (99)        (3,055)
                                                                                      -----------    -----------    ------------
       Net cash used in investing activities                                           (112,678)       (68,891)       (68,944)
                                                                                      -----------    -----------    ------------

Cash flows from financing activities:
   Issuance of new Senior Notes                                                         315,720            ---            ---
   Repayment of old Senior Notes                                                       (180,000)           ---            ---
   Repayment of Senior Credit Facility                                                  (63,832)       (12,700)       (15,575)
   Purchase of common stock to be retired                                               (33,076)           ---            ---
   Borrowings on Senior Credit Facility                                                  20,000            ---         14,766
   Redemption of Series C preferred stock                                               (10,000)           ---            ---
   Payment of debt issuance costs                                                        (8,274)        (3,528)          (352)
   Proceeds from common stock issuance, net of notes receivable from related
      parties issued upon stock option exercise                                           6,161          1,961            396
   Payment of bond call premiums                                                         (6,136)           ---            ---
   Repayments of capital lease obligations                                               (5,114)        (1,857)        (1,704)
   Payment of preferred stock dividends                                                  (1,637)        (2,036)        (2,045)
   Payment received on note receivable from related parties issued upon stock
      option exercise                                                                     1,289            679            ---
   Purchase of treasury stock                                                              (483)          (831)          (177)
   Sale of treasury stock                                                                   228            ---            ---
                                                                                      -----------    -----------    ------------
       Net cash provided by (used in) financing activities                               34,846        (18,312)        (4,691)
                                                                                      -----------    -----------    ------------
       Net increase (decrease) in cash and cash equivalents                              21,017         (1,505)           843
       Cash and cash equivalents at beginning of year                                    10,435         11,940         11,097
                                                                                      -----------    -----------    ------------

       Cash and cash equivalents at end of year                                      $   31,452         10,435         11,940
                                                                                      ===========    ===========    ============
</TABLE>
 See accompanying notes to consolidated financial statements.

                                      118
<PAGE>
                           GENERAL COMMUNICATION, INC.
                   Notes to Consolidated Financial Statements

(l)    Business and Summary of Significant Accounting Principles

       In the following discussion, General Communication, Inc. ("GCI") and its
       direct and indirect subsidiaries are referred to as "we," "us" and "our".

        (a)  Business
             GCI, an Alaska corporation, was incorporated in 1979. We offer the
             following services:
             o   Long-distance telephone service between Alaska and the
                 remaining United States and foreign countries,
             o   Cable television services throughout Alaska,
             o   Facilities-based competitive local access services in
                 Anchorage, Fairbanks, and Juneau, Alaska,
             o   Internet access services,
             o   Origination and termination of traffic in Alaska for certain
                 common carriers,
             o   Private line and private network services,
             o   Managed services to certain commercial customers,
             o   Broadband services, including our SchoolAccess(TM) offering to
                 rural school districts and a similar offering to rural
                 hospitals and health clinics,
             o   Sales and service of dedicated communications systems and
                 related equipment,
             o   Lease and sales of capacity on our undersea fiber optic cable
                 systems used in the transmission of interstate and intrastate
                 private line, switched message long-distance and Internet
                 services between Alaska and the remaining United States and
                 foreign countries, and
             o   Distribution of white and yellow pages directories to
                 residential and business customers in certain markets we serve
                 and on-line directory products.

        (b)  Principles of Consolidation
             The consolidated financial statements include the consolidated
             accounts of GCI and all wholly owned subsidiaries with all
             significant intercompany transactions eliminated.

        (c)  Earnings per Common Share
             Earnings per common share ("EPS") and common shares used to
             calculate basic and diluted EPS consist of the following (amounts
             in thousands, except per share amounts):
<TABLE>
<CAPTION>
                                                                                        Year Ended December 31,
                                                                                                  2004
                                                                                   --------------------------------
                                                                                     Income    Shares
                                                                                     (Num-     (Denom-   Per-share
                                                                                     erator)   inator)    Amounts
                                                                                   ---------- --------- -----------
              <S>                                                                   <C>        <C>         <C>
              Net income                                                            $21,252
              Less preferred stock dividends:
               Series B                                                                 942
               Series C                                                                 561
                                                                                   ----------

                                                                                      1,503
                                                                                   ----------
              Basic EPS:
              Net income available to common stockholders                            19,749    56,989      $0.35
              Effect of Dilutive Securities:
              Unexercised stock options                                                 ---     1,207        ---
                                                                                   ---------- --------- -----------
              Diluted EPS:
               Net income available to common stockholders                          $19,749    58,196      $0.34
                                                                                   ========== ========= ===========
</TABLE>

                                      119                            (Continued)
<PAGE>
                           GENERAL COMMUNICATION, INC.
                   Notes to Consolidated Financial Statements
<TABLE>
<CAPTION>
                                                                      Years Ended December 31,
                                                               2003                               2002
                                                 ------------------------------     -------------------------------
                                                   Income    Shares                   Income    Shares
                                                   (Num-     (Denom-  Per-share        (Num-    (Denom-   Per-share
                                                   erator)   inator)   Amounts        erator)   inator)    Amounts
                                                 ---------- -------- ----------     ---------- --------- ----------
              <S>                                 <C>        <C>        <C>          <C>        <C>         <C>
              Net income before cumulative
               effect of a change in accounting
               principle in 2003, net of income
               tax benefit of $367                $16,086                            $ 6,663
              Less preferred stock dividends:
               Series B                             1,418                              1,445
               Series C                               600                                600
                                                 ----------                         ----------
                                                    2,018                              2,045
                                                 ----------                         ----------
              Basic EPS:
              Net income before cumulative
               effect of a change in accounting
               principle in 2003, net of income
               tax benefit of $367, available to
               common stockholders                 14,068    55,675     $0.25          4,618    55,081      $0.08
              Effect of Dilutive Securities:
              Unexercised stock options               ---       765       ---            ---       584        ---
                                                 ---------- -------- ----------     ---------- --------- ----------
              Diluted EPS:
              Net income before cumulative
               effect of a change in accounting
               principle in 2003, net of income
               tax benefit of $367, available to
               common stockholders
                                                  $14,068    56,440     $0.25        $ 4,618    55,665      $0.08
                                                 ========== ======== ==========     ========== ========= ==========
</TABLE>

             Common equivalent shares outstanding which are anti-dilutive for
             purposes of calculating EPS for the years ended December 31, 2004,
             2003 and 2002, are not included in the diluted EPS calculations,
             and consist of the following (shares, in thousands):
<TABLE>
<CAPTION>
                                                                                2004           2003          2002
                                                                            -----------    ----------    -----------
                <S>                                                            <C>            <C>           <C>
                Series B redeemable preferred stock                            1,964          2,837         3,062
                Series C redeemable preferred stock                              779            833           833
                                                                            -----------    ----------    -----------
                  Anti-dilutive common shares outstanding                      2,743          3,670         3,895
                                                                            ===========    ==========    ===========
</TABLE>
             In December 2004 we redeemed all of the Series C preferred stock.

             Weighted average shares associated with outstanding stock options
             for the years ended December 31, 2004, 2003 and 2002 which have
             been excluded from the diluted EPS calculations because the
             options' exercise price was greater than the average market price
             of the common shares consist of the following (shares, in
             thousands):
<TABLE>
<CAPTION>
                                                                               2004           2003            2002
                                                                            -----------    ----------    -----------
                <S>                                                             <C>            <C>           <C>
                Weighted average shares associated with outstanding stock
                   options                                                      312            380           2,545
                                                                            ===========    ==========    ===========
</TABLE>

                                      120                            (Continued)
<PAGE>
                           GENERAL COMMUNICATION, INC.
                   Notes to Consolidated Financial Statements

        (d)  Common Stock
             Following are the changes in common stock for the years ended
             December 31, 2004, 2003 and 2002 (shares, in thousands):
<TABLE>
<CAPTION>
                                                                     Class A        Class B
                                                                  ------------- --------------
                    <S>                                               <C>            <C>
                      Balances at December 31, 2001                   50,967         3,883
                    Class B shares converted to Class A                    8            (8)
                    Shares issued under stock option plan                584           ---
                    Shares issued to GCI Employee Stock Purchase
                      Plan                                               221           ---
                    Shares issued to acquire minority
                      shareholders' interests in GFCC                     15           ---
                                                                  ------------- --------------
                      Balances at December 31, 2002                   51,795         3,875

                    Class B shares converted to Class A                    7            (7)
                    Shares issued under stock option plan                416           ---
                    Shares issued upon conversion of Series B
                      preferred stock to Class A common stock            225           ---
                    Shares issued per G.C. Cablevision, Inc.
                      acquisition agreement                              223           ---
                     Shares retired                                      (77)          ---
                                                                  ------------- --------------
                      Balances at December 31, 2003                   52,589         3,868

                    Class B shares converted to Class A                    6            (6)
                    Shares issued under stock option plan              1,118           ---
                    Shares issued upon conversion of Series B
                      preferred stock to Class A common stock          2,060           ---
                     Shares retired                                   (3,948)          ---
                                                                  ------------- --------------
                      Balances at December 31, 2004                   51,825         3,862
                                                                  ============= ==============
</TABLE>
        (e)  Redeemable Preferred Stock
             Redeemable preferred stock at December 31, 2004 and 2003 consist of
             (amounts in thousands):

                                                          2004          2003
                                                     ------------- -------------
                    Series B                        $    4,249        15,664
                    Series C                               ---        10,000
                                                     ------------- -------------
                                                    $    4,249        25,664
                                                     ============= =============

             We have 1,000,000 shares of preferred stock authorized with the
             following shares issued at December 31, 2004, 2003 and 2002
             (shares, in thousands):
<TABLE>
<CAPTION>
                                                                                       Series B      Series C
                                                                                    ------------- -------------
                    <S>                                                                  <C>           <C>
                        Balances at December 31, 2001 and 2002                            17            10
                    Shares converted to GCI Class A common stock                          (1)          ---
                                                                                    ------------- -------------
                        Balance at December 31, 2003                                      16            10
                    Shares converted to GCI Class A common stock                         (12)          ---
                    Stock redemption                                                     ---           (10)
                                                                                    ------------- -------------
                        Balance at December 31, 2004                                       4           ---
                                                                                    ============= =============
</TABLE>

                                      121                            (Continued)
<PAGE>
                           GENERAL COMMUNICATION, INC.
                   Notes to Consolidated Financial Statements

             Series B
             We issued 20,000 shares of convertible redeemable accreting Series
             B preferred stock on April 30, 1999. The Series B preferred stock
             is convertible at $5.55 per share into GCI Class A common stock.
             Through April 30, 2003, dividends were payable semi-annually at the
             rate of 8.5%, plus accrued but unpaid dividends, at our option, in
             cash or in additional fully-paid shares of Series B preferred
             stock. Dividends earned after April 30, 2003, are payable
             semi-annually in cash only. Mandatory redemption is required 12
             years from the date of closing. The redemption amount of our
             convertible redeemable accreting Series B preferred stock at
             December 31, 2004 and 2003 was $4,338,000 and $15,887,000,
             respectively. The difference between the carrying and redemption
             amounts of approximately $89,000 is due to accrued dividends which
             are included in Accrued Liabilities until paid in cash.

             Series C
             We issued 10,000 shares of convertible redeemable accreting Series
             C preferred stock as of June 30, 2001. In December 2004 we redeemed
             all of the Series C preferred stock.

        (f)  Treasury Stock
             We intend to hold repurchased shares of our common stock in
             treasury for general corporate purposes. We account for treasury
             stock under the cost method and include treasury stock as a
             component of Stockholders' Equity.

             Treasury stock purchased with the intent of retiring the stock
             (whether or not the retirement is actually accomplished) is charged
             entirely to Retained Earnings.

        (g)  Cash Equivalents
             Cash equivalents consist of repurchase interest investments and
             certificates of deposit which are short-term and readily
             convertible into cash.

        (h)  Accounts Receivable and Allowance for Doubtful Receivables
             Trade accounts receivable are recorded at the invoiced amount and
             do not bear interest. The allowance for doubtful accounts is our
             best estimate of the amount of probable credit losses in our
             existing accounts receivable. We base our estimates on our
             historical collections experience, industry standards, regulatory
             requirements, regional economic data, and our collections process.
             We review our allowance for doubtful accounts methodology at least
             annually. During the review process we consider a change to our
             methodology if there are any changes to these factors.

             Depending upon the type of account receivable our allowance is
             calculated using a pooled basis with an allowance for all accounts
             greater than 120 days past due, a specific identification method,
             or a combination of the two methods. When a specific identification
             method is used past due balances over 90 days and balances less
             than 90 days old but potentially uncollectible due to bankruptcy or
             other issues are reviewed individually for collectibility. Account
             balances are charged off against the allowance when we feel it is
             probable the receivable will not be recovered. We do not have any
             off-balance-sheet credit exposure related to our customers.

        (i)  Inventories
             Inventory of merchandise for resale and parts is stated at the
             lower of cost or market. Cost is determined using the average cost
             method.

        (j)  Property and Equipment
             Property and equipment is stated at cost. Construction costs of
             facilities are capitalized. Equipment financed under capital leases
             is recorded at the lower of fair market value or the present value
             of future minimum lease payments. Construction in progress
             represents distribution


                                      122                            (Continued)
<PAGE>
                           GENERAL COMMUNICATION, INC.
                   Notes to Consolidated Financial Statements

             systems and support equipment not placed in service on December 31,
             2004; management intends to place this equipment in service during
             2005.

             Depreciation is computed on a straight-line basis based upon the
             shorter of the estimated useful lives of the assets or the lease
             term, if applicable, in the following ranges:
<TABLE>
<CAPTION>
                                 Asset Category                            Asset Lives
                ----------------------------------------------------    -----------------
                <S>                                                        <C>
                Telephony distribution and fiber optic cable systems       10-20 years
                Cable television distribution systems                      10 years
                Support equipment                                          3-10 years
                Transportation equipment                                   5-10 years
                Property and equipment under capital leases                12-15 years
</TABLE>
             Amortization of property and equipment under capital leases is
             included in Depreciation, Amortization, and Accretion Expense on
             the Consolidated Statements of Operations.

             Repairs and maintenance are charged to expense as incurred.
             Expenditures for major renewals and betterments are capitalized.
             Accumulated depreciation is removed and gains or losses are
             recognized at the time of retirements, sales or other dispositions
             of property.

        (k)  Long-lived Assets to be Disposed of
             Long-lived assets to be disposed of by sales, including those of
             discontinued operations, are measured at the lower of carrying
             amount or fair value less cost to sell, if applicable. We classify
             a long-lived asset to be disposed of other than by sale as held and
             used until it is disposed of. We classify a long-lived asset to be
             sold as held for sale in the period in which all of certain
             criteria established by SFAS 144, "Accounting for the Impairment or
             Disposal of Long-lived Assets" are met. We do not depreciate or
             amortize long-lived assets to be sold.

             A loss is recognized for any initial or subsequent write-down to
             fair value less cost to sell. A gain is recognized for any
             subsequent increase in fair value less cost to sell, but not in
             excess of the cumulative loss previously recognized (for a
             write-down to fair value less cost to sell). The loss or gain
             adjusts only the carrying amount of a long-lived asset, whether
             classified as held for sale individually or as part of a disposal
             group. A gain or loss not previously recognized that results from
             the sale of a long-lived asset (disposal group) is recognized at
             the date of sale.

        (l)  Intangible Assets
             Goodwill and cable certificates (certificates of convenience and
             public necessity) are not amortized. Cable certificates represent
             certain perpetual operating rights to provide cable services.
             Goodwill represents the excess of cost over fair value of net
             assets acquired. Cable certificates are allocated to our cable
             services reportable segment. Goodwill is primarily allocated to the
             cable services segment and the remaining amount is not allocated to
             a reportable segment, but is included in the All Other Category in
             note 12.

             The cost of our Personal Communication Services license and related
             financing costs were capitalized as an amortizable intangible
             asset. The associated assets were placed into service during 2000
             and the recorded cost of the license and related financing costs
             are being amortized over a 40-year period using the straight-line
             method. All other amortizable intangible assets are being amortized
             over 5-20 year periods using the straight-line method.

        (m)  Impairment of Intangibles, Goodwill, and Long-lived Assets
             Cable certificates are tested annually for impairment, and are
             tested for impairment more frequently if events and circumstances
             indicate that the asset might be impaired. The impairment test
             consists of a comparison of the fair value of the asset with its
             carrying amount. If the carrying

                                      123                            (Continued)
<PAGE>
                           GENERAL COMMUNICATION, INC.
                   Notes to Consolidated Financial Statements

             amount of the cable certificates asset exceeds its fair value, an
             impairment loss is recognized in an amount equal to that excess.
             After an impairment loss is recognized, the adjusted carrying
             amount of the asset is its new accounting basis.

             On September 29, 2004, the Securities and Exchange Commission
             ("SEC") issued SEC Staff Announcement Topic "Use of the Residual
             Method to Value Acquired Assets Other than Goodwill," ("SEC Staff
             Announcement") requiring us to apply no later than January 1, 2005
             a direct value method to determine the fair value of our intangible
             assets with indefinite lives other than goodwill for purposes of
             impairment testing. We adopted the SEC Staff Announcement on
             December 31, 2004. Our cable certificate assets are our only
             indefinite-lived assets other than goodwill as of December 31,
             2004. Our cable certificate assets were originally valued and
             recorded using the residual method. Impairment testing of our cable
             certificate assets as of December 31, 2004 used a direct value
             method pursuant to the SEC Staff Announcement.

             Goodwill is tested annually for impairment, and is tested for
             impairment more frequently if events and circumstances indicate
             that the asset might be impaired. An impairment loss is recognized
             to the extent that the carrying amount exceeds the asset's fair
             value. This determination is made at the reporting unit level and
             consists of two steps. First, we determine the fair value of a
             reporting unit and compare it to its carrying amount. Second, if
             the carrying amount of a reporting unit exceeds its fair value, an
             impairment loss is recognized for any excess of the carrying amount
             of the reporting unit's goodwill over the implied fair value of
             that goodwill. The implied fair value of goodwill is determined by
             allocating the fair value of the reporting unit in a manner similar
             to a purchase price allocation, in accordance with SFAS No. 141,
             "Business Combinations." The residual fair value after this
             allocation is the implied fair value of the reporting unit
             goodwill.

             Long-lived assets, such as property, plant, and equipment, and
             purchased intangibles subject to amortization, are reviewed for
             impairment whenever events or changes in circumstances indicate
             that the carrying amount of an asset may not be recoverable.
             Recoverability of assets to be held and used is measured by a
             comparison of the carrying amount of an asset to estimated
             undiscounted future cash flows expected to be generated by the
             asset. If the carrying amount of an asset exceeds its estimated
             future cash flows, an impairment charge is recognized by the amount
             by which the carrying amount of the asset exceeds the fair value of
             the asset.

        (n)  Amortization of Loan and Senior Notes Fees
             Debt issuance costs are deferred and amortized using the
             straight-line method, which approximates the interest method, over
             the term of the related debt and notes. Amortization costs are
             reported as a component of Other Income (Expense) in the
             Consolidated Statements of Operations.

        (o)  Other Assets
             Other Assets primarily include long-term deposits and prepayments,
             a performance bond, and non-trade accounts receivable.

        (p)  Accounting for Derivative Instruments and Hedging Activities
             We record derivatives on the balance sheet as assets or
             liabilities, measured at fair value and establish criteria for
             designation and effectiveness of hedging relationships consistent
             with SFAS No. 133, "Accounting for Derivative Instruments and
             Hedging Activities," as amended.

             In 2003 we adopted SFAS No. 149, "Amendment of Statement 133 on
             Derivative Instruments and Hedging Activities." SFAS No. 149 amends
             and clarifies financial accounting and reporting for derivative
             instruments, including certain derivative instruments embedded in
             other contracts (collectively referred to as derivatives) and for
             hedging activities under SFAS No. 133, "Accounting for Derivative
             Instruments and Hedging Activities."

                                      124                            (Continued)
<PAGE>
                           GENERAL COMMUNICATION, INC.
                   Notes to Consolidated Financial Statements

       (q)   Accounting for Certain Financial Instruments with Characteristics
             of Both Liabilities and Equity
             We classify and measure certain financial instruments with
             characteristics of both liabilities and equity according to SFAS
             No. 150, "Accounting for Certain Financial Instruments with
             Characteristics of both Liabilities and Equity." SFAS No. 150
             requires that an issuer classify a financial instrument that is
             within its scope as a liability (or an asset in some
             circumstances).

       (r)   Asset Retirement Obligations
             On January 1, 2003 we adopted SFAS No. 143, "Accounting for Asset
             Retirement Obligations." We record the fair value of a liability
             for an asset retirement obligation in the period in which it is
             incurred in Other Liabilities on the Consolidated Balance Sheets.
             When the liability is initially recorded, we capitalize a cost by
             increasing the carrying amount of the related long-lived asset.
             Over time, the liability is accreted to its present value each
             period, and the capitalized cost is depreciated over the useful
             life of the related asset. Upon settlement of the liability, we
             either settle the obligation for its recorded amount or incur a
             gain or loss upon settlement. Upon adoption of SFAS No. 143,
             "Accounting for Asset Retirement Obligations" on January 1, 2003,
             we recorded the cumulative effect of accretion and depreciation
             expense as a cumulative effect of a change in accounting principle
             of approximately $544,000, net of income tax benefit of $367,000.

             The majority of our asset retirement obligation is the estimated
             cost to remove telephony distribution equipment and support
             equipment from leased property.

             Following is a reconciliation of the beginning and ending aggregate
             carrying amount of our liability for asset retirement obligations
             at December 31, 2004 (amounts in thousands):
<TABLE>
<CAPTION>
                   <S>                                                                   <C>
                    Balance at December 31, 2002                                         $    ---
                    Liability recognized upon adoption of SFAS No. 143                      1,565
                    Liability incurred during the year ended December 31, 2003                277
                    Accretion expense for the year ended December 31, 2003                    163
                                                                                          ----------
                         Balance at December 31, 2003                                       2,005
                    Liability incurred during the year ended December 31, 2004                775
                    Accretion expense for the year ended December 31, 2004                    242
                    Liability settled                                                          (6)
                    Other                                                                     (45)
                                                                                          ----------
                         Balance at December 31, 2004                                    $  2,971
                                                                                          ==========
</TABLE>
             If SFAS No. 143 had been applied at December 31, 2002 the liability
             for asset retirement obligations would have been $1,565,000.

             At the date of adoption we recorded additional capitalized costs of
             $654,000 in Property and Equipment in Service, Net of Depreciation.
             During the years ended December 31, 2004 and 2003 we recorded
             additional capitalized costs of $775,000 and $277,000,
             respectively, in Property and Equipment in Service, Net of
             Depreciation.

        (s)  Alaska Airlines, Inc. ("Alaska Airlines") Contract
             Our contract with Alaska Airlines provides that we purchase a
             specific minimum number of mileage awards in the Alaska Airlines
             Mileage Plan each year at a specific price per mile. If we exceed
             the minimum purchase commitment in any of the specified periods,
             the excess miles are priced at a reduced fixed cost per mile.
             Alaska Airlines invoices us for all mileage credited during the
             prior month. Our contractual cost for purchased miles is not tied
             or related in any way to our customers' usage of the awarded miles.
             Use of the miles is a transaction between our customers and Alaska

                                      125                            (Continued)
<PAGE>
                           GENERAL COMMUNICATION, INC.
                   Notes to Consolidated Financial Statements

             Airlines and does not involve us in any way. Accordingly we do not
             account for or record our customers' usage of miles purchased.

             We have recorded a liability for the estimated obligation under the
             contract as of December 31, 2004 and 2003. We estimated the amount
             of the obligation based on the amount of mileage awards purchased
             through December 31, 2004 and 2003 in comparison to the required
             minimum commitment. We have recorded the expense for the miles
             purchased from Alaska Airlines in Selling, General and
             Administrative expenses for each of our benefiting segments.

        (t)  Revenue Recognition
             All revenues are recognized when the earnings process is complete
             in accordance with SEC Staff Accounting Bulletins No. 101 and No.
             104, "Revenue Recognition" as follows:

                   o Revenues generated from long-distance and managed services
                     are recognized when the services are provided,
                   o Cable television service, local access service, Internet
                     service and private line telecommunication revenues are
                     billed in advance, recorded as Deferred Revenue on the
                     balance sheet, and are recognized as the associated service
                     is provided,
                   o The majority of our equipment sale transactions involve the
                     sale of communications equipment with no other services
                     involved. Such equipment is subject to standard
                     manufacturer warranties and we do not manufacture any of
                     the equipment we sell. In such instances the customer takes
                     title to the equipment generally upon delivery. We
                     recognize revenue for such transactions when title passes
                     to the customer and the revenue is earned and realizable
                     pursuant to the provisions of SAB 101 and SAB 104. On
                     certain occasions we enter into agreements to sell and
                     satisfactorily install or integrate telecommunications
                     equipment for a fixed fee. Customers may have refund rights
                     if the installed equipment does not meet certain
                     performance criteria. We defer revenue recognition until we
                     have received customer acceptance per the contract or
                     agreement, and all other required revenue recognition
                     elements have been achieved. Revenues from contracts with
                     multiple element arrangements, such as those including
                     installation and integration services, are recognized as
                     each element is earned based on objective evidence
                     regarding the relative fair value of each element and when
                     there are no undelivered elements that are essential to the
                     functionality of the delivered elements,
                   o Technical services revenues are derived primarily from
                     maintenance contracts on equipment and are recognized on a
                     prorated basis over the term of the contracts,
                   o Revenues from telephone and yellow-page directories are
                     recognized ratably during the period following publication,
                     which typically begins with distribution and is complete in
                     the month prior to publication of the next directory,
                   o Other revenues are recognized when the service is provided,
                     and
                   o We recognize unbilled revenues when the service is provided
                     based upon minutes of use processed or established rates,
                     net of credits and adjustments.

        (u)  Payments Received from Suppliers
             In 2003 we adopted Emerging Issues Task Force ("EITF") Issue No.
             02-16, "Accounting by a Reseller for Cash Consideration Received
             from a Vendor." We have applied EITF No. 02-16 prospectively for
             arrangements entered into or modified after December 31, 2002. Our
             cable services segment occasionally receives reimbursements for
             costs to promote suppliers' services, called cooperative
             advertising arrangements. The supplier payment is classified as a
             reduction of selling, general and administrative expenses if it
             reimburses specific, incremental and identifiable costs incurred to
             resell the suppliers' services. Excess consideration, if any, is
             classified as a reduction of cost of sales and services.

                                      126                            (Continued)
<PAGE>
                           GENERAL COMMUNICATION, INC.
                   Notes to Consolidated Financial Statements

             Occasionally our cable services segment enters into a binding
             arrangement with a supplier in which we receive a rebate dependent
             upon us meeting a specified goal. We recognize the rebate as a
             reduction of cost of sales and services systematically as we make
             progress toward the specified goal, provided the amounts are
             probable and reasonably estimable. If earning the rebate is not
             probable and reasonably estimable, it is recognized only when the
             goal is met.

        (v)  Advertising Expense
             We expense advertising costs in the year during which the first
             advertisement appears. Advertising expenses were approximately
             $3,281,000, $3,727,000 and $2,967,000 for the years ended December
             31, 2004, 2003 and 2002, respectively.

        (w)  Leases
             We account for capital and operating leases as lessee as required
             by SFAS No. 13, "Accounting for Leases" and in subsequently issued
             amendments and interpretations of SFAS No. 13. Scheduled rent
             increases are amortized over the lease term on a straight-line
             basis. Contingent rent expense results from increases in the
             Consumer Price Index. Rent holidays are recognized on a
             straight-line basis over the lease term.

             Leasehold improvements are amortized over the shorter of their
             economic lives or the lease term. We may amortize a leasehold
             improvement over a term that includes assumption of a lease renewal
             if the renewal is reasonably assured. Leasehold improvements made
             by us and funded by landlord incentives or allowances under an
             operating lease are recorded as deferred rent and amortized as
             reductions to lease expense over the lease term.

        (x)  Interest Expense
             Interest costs incurred during the construction period of
             significant capital projects, such as construction of an undersea
             fiber optic cable system, are capitalized. We capitalized interest
             cost of approximately $1.1 million and $403,000 during the years
             ended December 31, 2004 and 2003, respectively, during the
             construction of the AULP West fiber optic cable system. No interest
             was capitalized during the year ended December 31, 2002.

        (y)  Income Taxes
             Income taxes are accounted for using the asset and liability
             method. Deferred tax assets and liabilities are recognized for
             their future tax consequences attributable to differences between
             the financial statement carrying amounts of existing assets and
             liabilities and their respective tax bases. Deferred tax assets and
             liabilities are measured using enacted tax rates expected to apply
             to taxable earnings in the years in which those temporary
             differences are expected to be recovered or settled. Deferred tax
             assets are recognized to the extent that the benefits are more
             likely to be realized than not.

        (z)  Costs Associated with Exit or Disposal Activities
             In 2003 we adopted SFAS No. 146, "Accounting for Costs Associated
             with Exit or Disposal Activities." We record exit or disposal costs
             when they are incurred and can be measured at fair value. The
             recorded liability is subsequently adjusted for changes in
             estimated cash flows.

        (aa) Incumbent Local Exchange Carrier ("ILEC") Over-earnings Refunds
             We receive refunds from time to time from ILECs with which we do
             business in respect of their earnings that exceed regulatory
             requirements. Telephone companies that are rate regulated by the
             Federal Communications Commission ("FCC") using the rate of return
             method are required by the FCC to refund earnings from interstate
             access charges assessed to long-distance carriers when their
             earnings exceed their authorized rate of return. Such refunds are
             computed based on the regulated carrier's earnings in several
             access categories. Uncertainties exist with respect to the amount
             of their earnings, the refunds (if any), their timing, and their
             realization. We account

                                      127                            (Continued)
<PAGE>
                           GENERAL COMMUNICATION, INC.
                   Notes to Consolidated Financial Statements

             for such refundable amounts as gain contingencies, and,
             accordingly, do not recognize them until realization is a certainty
             upon receipt.

        (ab) Stock Option Plan
             At December 31, 2004, we had one stock-based employee compensation
             plan, which is described more fully in note 11. We account for this
             plan under the recognition and measurement principles of Accounting
             Principles Board ("APB") Opinion No. 25, "Accounting for Stock
             Issued to Employees," and related interpretations. We use the
             intrinsic-value method and compensation expense is recorded on the
             date of grant only if the current market price of the underlying
             stock exceeds the exercise price. We have adopted SFAS 123,
             "Accounting for Stock-Based Compensation," which permits entities
             to recognize as expense over the vesting period the fair value of
             all stock-based awards on the date of grant. Alternatively, SFAS
             123 also allows entities to continue to apply the provisions of APB
             Opinion No. 25.

             We have adopted SFAS No. 148, "Accounting for Stock-Based
             Compensation-Transition and Disclosure." This Statement amends SFAS
             No. 123 to provide alternative methods of transition for a
             voluntary change to the fair value based method of accounting for
             stock-based employee compensation. In addition, this Statement
             amends the disclosure requirements of SFAS No. 123 to require
             prominent disclosures in both annual and interim financial
             statements about the method of accounting for stock-based employee
             compensation and the effect of the method used on reported results.
             We have elected to continue to apply the provisions of APB Opinion
             No. 25 and provide the pro forma disclosure as required by SFAS
             148.

             Stock-based employee compensation cost is reflected over the
             options' vesting period of generally five years and compensation
             cost for options granted prior to January 1, 1996 is not
             considered. The following table illustrates the effect on net
             income and EPS for the years ended December 31, 2004, 2003 and
             2002, if we had applied the fair-value recognition provisions of
             SFAS 123 to stock-based employee compensation (amounts in
             thousands, except per share amounts):
<TABLE>
<CAPTION>
                                                                               2004         2003         2002
                                                                           ------------ ------------ ------------
                <S>                                                       <C>              <C>           <C>
                Net income after cumulative effect of a change in
                 accounting principle in 2003, as reported                $   21,252       15,542        6,663
                Total stock-based employee compensation expense
                 included in reported net income, net of related tax
                 effects                                                         215          630          257
                Total stock-based employee compensation expense
                 under the fair-value based method for all awards,
                 net of related tax effects                                   (2,047)      (1,981)      (2,504)
                                                                           ------------ ------------ ------------
                    Pro forma net income after cumulative effect of
                    a change in accounting principle in 2003              $   19,420       14,191        4,416
                                                                           ============ ============ ============

                Basic EPS after cumulative effect of a change in
                 accounting principle in 2003, as reported                $     0.35         0.24         0.08
                                                                           ============ ============ ============

                Diluted EPS after cumulative effect of a change in
                 accounting principle in 2003, as reported                $     0.34         0.24         0.08
                                                                           ============ ============ ============

                Basic and diluted EPS after cumulative effect of a
                 change in accounting principle in 2003, pro forma        $     0.31         0.22         0.04
                                                                           ============ ============ ============
</TABLE>
                                      128                            (Continued)
<PAGE>
                           GENERAL COMMUNICATION, INC.
                   Notes to Consolidated Financial Statements

             The calculation of total stock-based employee compensation expense
             under the fair-value based method includes weighted-average
             assumptions of a risk-free interest rate, volatility and an
             expected life.

        (ac) Stock Options and Stock Warrants Issued for Non-employee Services
             We account for stock options and warrants issued in exchange for
             non-employee services pursuant to the provisions of SFAS 123, EITF
             96-3 and EITF 96-18, wherein such transactions are accounted for at
             the fair value of the consideration or services received or the
             fair value of the equity instruments issued, whichever is more
             reliably measurable.

             When a stock option or warrant is issued for non-employee services
             where the fair value of such services is not stated, we estimate
             the value of the stock option or warrant issued using the Black
             Scholes method.

             The fair value determined using these principles is charged to
             operating expense over the shorter of the term for which
             non-employee services are provided, if stated, or the stock option
             or warrant vesting period.

        (ad) Use of Estimates
             The preparation of financial statements in conformity with
             generally accepted accounting principles requires us to make
             estimates and assumptions that affect the reported amounts of
             assets and liabilities and disclosure of contingent assets and
             liabilities at the date of the financial statements and the
             reported amounts of revenues and expenses during the reporting
             period. Significant items subject to estimates and assumptions
             include allowance for doubtful receivables, valuation allowances
             for deferred income tax assets, depreciable lives of assets, the
             carrying value of long-lived assets including goodwill, and the
             accrual of cost of sales and services. Actual results could differ
             from those estimates.

        (ae) Concentrations of Credit Risk
             Financial instruments that potentially subject us to concentrations
             of credit risk are primarily cash and cash equivalents and accounts
             receivable. Excess cash is invested in high quality short-term
             liquid money instruments issued by highly rated financial
             institutions. At December 31, 2004 and 2003, substantially all of
             our cash and cash equivalents were invested in short-term liquid
             money instruments at one highly rated financial institution.

             We have one major customer, MCI (see note 14). There is increased
             risk associated with these customers' accounts receivable balances.
             Our remaining customers are located primarily throughout Alaska.
             Because of this geographic concentration, our growth and operations
             depend upon economic conditions in Alaska. The economy of Alaska is
             dependent upon the natural resources industries, and in particular
             oil production, as well as tourism, government, and United States
             military spending. Though limited to one geographical area and
             except for MCI, the concentration of credit risk with respect to
             our receivables is minimized due to the large number of customers,
             individually small balances, and short payment terms.

       (af)  Software Capitalization Policy
             Internally used software, whether purchased or developed, is
             capitalized and amortized using the straight-line method over an
             estimated useful life of five years. In accordance with Statement
             of Position ("SOP") 98-1, "Accounting for the Costs of Computer
             Software Developed or Obtained for Internal Use," we capitalize
             certain costs associated with internally developed software such as
             payroll costs of employees devoting time to the projects and
             external direct costs for materials and services. Costs associated
             with internally developed software to be used internally are
             expensed until the point the project has reached the development
             stage. Subsequent additions, modifications or upgrades to
             internal-use software are capitalized only to the extent that they
             allow


                                      129                            (Continued)
<PAGE>
                           GENERAL COMMUNICATION, INC.
                   Notes to Consolidated Financial Statements

             the software to perform a task it previously did not perform.
             Software maintenance and training costs are expensed in the period
             in which they are incurred. The capitalization of software requires
             judgment in determining when a project has reached the development
             stage.

       (ag)  Rescission of Financial Accounting Standard Board ("FASB")
             Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13,
             and Technical Corrections
             In accordance with SFAS No. 145, "Rescission of FASB Statements No.
             4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
             Corrections," unamortized bank fees and other expenses totaling
             approximately $2.3 million associated with the November 2002
             refinancing of debt instruments were not classified as an
             extraordinary item and were charged to Amortization of Loan and
             Senior Notes Fees during the year ended December 31, 2002.

       (ah)  Guarantor's Accounting and Disclosure Requirements for Guarantees,
             Including Indirect Guarantees of Indebtedness of Others
             Certain of our customers have guaranteed levels of service and we
             account for these guarantees according to FASB Interpretation
             ("FIN") No. 45, "Guarantor's Accounting and Disclosure Requirements
             for Guarantees, Including Indirect Guarantees of Indebtedness of
             Others." We accrue for guarantees as they become probable and
             estimable.

       (ai)  Participating Securities and the Two-Class Method under FASB
             Statement No. 128, "Earnings per Share"
             In March 2004, the EITF reached final consensuses on Issue No.
             03-6, "Participating Securities and the Two-Class Method under FASB
             Statement No. 128, Earnings per Share." EITF Issue No. 03-6
             addresses the computation of earnings per share by companies that
             have issued securities other than common stock that contractually
             entitle the holder to participate in dividends and earnings of the
             company when, and if, it declares dividends on its common stock.
             The issue also provides further guidance in applying the two-class
             method of calculating earnings per share. EITF Issue No. 03-6 is
             effective for fiscal periods beginning after March 31, 2004, and
             prior period earnings per share amounts presented for comparative
             purposes should be restated to conform to the consensus guidance.
             We have not issued securities other than common stock that
             contractually entitle the holder to participate in dividends and
             earnings when, and if, we declare dividends on our common stock.
             EITF Issue No. 03-6 has not effected our EPS.

       (aj)  Aggregate Operating Segments That Do Not Meet the Quantitative
             Thresholds
             In October 2004, the FASB ratified the consensus reached by the
             EITF with respect to EITF Issue No. 04-10, "Determining Whether to
             Aggregate Operating Segments That Do Not Meet the Quantitative
             Thresholds," which clarifies the guidance in paragraph 19 of SFAS
             No. 131, "Disclosures about Segments of an Enterprise and Related
             Information." According to EITF Issue No. 04-10, operating segments
             that do not meet the quantitative thresholds can be aggregated only
             if aggregation is consistent with the objective and basic
             principles of SFAS No. 131, the segments have similar economic
             characteristics, and the segments share a majority of the
             aggregation criteria listed in items (a)-(e) in paragraph 17 of
             SFAS No. 131. The consensus applies to fiscal years ending after
             October 13, 2004. EITF 04-10 has not resulted in a change to our
             SFAS No. 131 disclosure.

       (ak)  New Accounting Standards
             In December 2004, the FASB issued SFAS No. 123R, "Share-Based
             Payment," requiring all companies to measure compensation cost for
             all share-based payments (including employee stock options) at fair
             value. SFAS No. 123R is effective for public companies for interim
             or annual periods beginning after June 15, 2005. As of July 1,
             2005, all public entities will apply SFAS No. 123R using a modified
             version of prospective application. Under that transition method,
             compensation cost is recognized on or after July 1, 2005 for the
             portion of outstanding awards for which the requisite service has
             not yet been rendered, based on the grant-date fair value of those
             awards calculated under SFAS 123 for either recognition or pro
             forma disclosures. We estimate

                                      130                            (Continued)
<PAGE>
                           GENERAL COMMUNICATION, INC.
                   Notes to Consolidated Financial Statements

             the application of SFAS No. 123R will result in an increase in our
             compensation cost for all share-based payments of approximately
             $1.4 million during the year ended December 31, 2005.

             In December 2004, the FASB issued SFAS 153, "Exchanges of
             Nonmonetary Assets," which amends APB Opinion No. 29, "Accounting
             for Nonmonetary Transactions." The guidance in APB Opinion No. 29
             is based on the principle that exchanges of nonmonetary assets
             should be measured based on the fair value of the assets exchanged.
             The guidance in that Opinion, however, included certain exceptions
             to that principle. SFAS No. 153 amends APB Opinion No. 29 to
             eliminate the exception for nonmonetary exchanges of similar
             productive assets and replaces it with a general exception for
             exchanges of nonmonetary assets that do not have commercial
             substance. A nonmonetary exchange has commercial substance if the
             future cash flows of the entity are expected to change
             significantly as a result of the exchange. We will adopt this
             statement July 1, 2005 and do not expect it to have a material
             effect on our results of operations, financial position and cash
             flows.

             In November 2004, the FASB ratified the consensus reached by the
             EITF with respect to EITF Issue No. 03-13, "Applying the Conditions
             in Paragraph 42 of FASB Statement No. 144, "Accounting for the
             Impairment or Disposal of Long-Lived Assets," in Determining
             Whether to Report Discontinued Operations." A number of issues have
             arisen in practice in applying the criteria in paragraph 42, and
             the following broad categories of issues related to the application
             of both criteria in that paragraph have been identified: (a)
             whether the intent of the paragraph is that all operations and cash
             flows of the disposal component be eliminated from the ongoing
             operations of the entity or whether some minor level of operations
             or cash flows may remain; (b) if some insignificant level of
             operations or cash flows of the disposal component can continue
             without precluding discontinued operations reporting, the level at
             which "significance" should be measured; and (c) in applying the
             paragraph, the factors to consider in determining whether the
             selling entity has retained "significant continuing involvement" in
             the disposed component. At December 31, 2004 we do not have a
             component that has been identified for disposal. We will adopt this
             EITF January 1, 2005 and do not expect it to have a material effect
             on our results of operations, financial position and cash flows.

             In November 2004, the FASB ratified the consensus reached by the
             EITF with respect to EITF Issue No. 04-8, "The Effect of
             Contingently Convertible Instruments on Diluted Earnings per
             Share." This Issue addresses when contingently convertible
             instruments should be included in diluted earnings per share. For
             purposes of this Issue, contingently convertible instruments are
             instruments that have embedded conversion features that are
             contingently convertible or exercisable based on (a) a market price
             trigger or (b) multiple contingencies if one of the contingencies
             is a market price trigger and the instrument can be converted or
             share settled based on meeting the specified market condition. A
             market price trigger is a market condition that is based at least
             in part on the issuer's own share price. Examples of contingently
             convertible instruments subject to this Issue include contingently
             convertible debt, contingently convertible preferred stock, and
             Instrument C in EITF Issue No. 90-19, "Convertible Bonds with
             Issuer Option to Settle for Cash upon Conversion," all with
             embedded market price triggers. The EITF decided that contingently
             convertible instruments should be included in diluted earnings per
             share (if dilutive) regardless of whether the market price trigger
             has been met. Additionally, the consensus should be applied to
             instruments that have multiple contingencies if one of the
             contingencies is a market price trigger and the instrument is
             convertible or can be settled in shares based on meeting a market
             condition-that is, the conversion is not dependent (or no longer
             dependent) on a substantive non-market-based contingency. At
             December 31, 2004 we do not have any contingently convertible
             instruments. We will adopt this EITF January 1, 2005 and do not
             expect it to have a material effect on our results of operations,
             financial position and cash flows.

                                      131                            (Continued)
<PAGE>
                           GENERAL COMMUNICATION, INC.
                   Notes to Consolidated Financial Statements

      (al)   Reclassifications
             Reclassifications have been made to the 2003 financial statements
             to make them comparable with the 2004 presentation.

(2)    Consolidated Statements of Cash Flows Supplemental Disclosures
       Changes in operating assets and liabilities consist of (amounts in
       thousands):
<TABLE>
<CAPTION>
          Year ended December 31,                                           2004             2003              2002
                                                                       -------------    -------------     ------------
          <S>                                                         <C>                  <C>                <C>
          Increase in accounts receivable                             $    (4,976)         (16,549)           (5,476)
          (Increase) decrease in prepaid expenses                           2,529           (1,830)           (5,623)
          (Increase) decrease in inventories                                  298           (1,113)              446
          Increase in other current assets                                   (706)          (1,158)             (382)
          Increase (decrease) in accounts payable                          (5,391)           2,465            (2,859)
          Increase (decrease) in deferred revenue                          (5,022)           2,985             6,161
          Increase (decrease) in accrued payroll and payroll
             related obligations                                           (2,195)           5,724            (3,468)
          Increase (decrease) in accrued interest                             102              707              (111)
          Increase (decrease) in accrued liabilities                         (792)           1,909               825
          Decrease in subscriber deposits                                    (214)            (238)             (232)
           Increase (decrease) in components of other long-term
             liabilities                                                      479             (297)               65
                                                                       -------------    -------------     ------------
                                                                      $   (15,888)          (7,395)          (10,654)
                                                                       =============    =============     ============
</TABLE>
       We paid interest totaling approximately $28,581,000, $34,441,000 and
       $29,427,000 during the years ended December 31, 2004, 2003 and 2002,
       respectively.

       We paid income taxes totaling $205,000 during the year ended December 31,
       2004. We paid no income taxes during the years ended December 31, 2003
       and 2002. Net income tax refunds received totaled $283,700 during the
       year ended December 31, 2002. We received no income tax refunds during
       the years ended December 31, 2004 and 2003.

       We recorded $1,730,000, $538,000 and $319,000 during the years ended
       December 31, 2004, 2003 and 2002, respectively, in paid-in capital in
       recognition of the income tax effect of excess stock compensation expense
       for tax purposes over amounts recognized for financial reporting
       purposes.

       During the year ended December 31, 2004 our President and CEO tendered
       70,028 shares of his GCI Class A common stock to us at an agreed-upon
       value of $10.71 per share for a total value of $750,000. The stock tender
       was in lieu of a cash payment on a note receivable with related parties
       issued upon stock option exercise.

       During the year ended December 31, 2002 we funded the employer match
       portion of Employee Stock Purchase Plan contributions by issuing GCI
       Class A common stock valued at $791,000 and by purchasing GCI Class A
       common stock on the open market. During the years ended December 31, 2004
       and 2003 all employer match shares were purchased on the open market.

       We financed the acquisition of approximately $1.0 million of telephony
       distribution equipment pursuant to a long-term capital lease arrangement
       with a leasing company during the year ended December 31, 2002.

       We acquired all minority shareholders' ownership interests in GCI Fiber
       Communication Co., Inc., a wholly-owned subsidiary of GCI Holdings, Inc.
       ("Holdings") by issuing 15,000 shares of GCI Class A

                                      132                            (Continued)
<PAGE>
                           GENERAL COMMUNICATION, INC.
                   Notes to Consolidated Financial Statements

       common stock in 2002. Holdings is a wholly-owned subsidiary of GCI, Inc.;
       GCI, Inc. is a wholly-owned subsidiary of GCI.

 (3)   Receivables and Allowance for Doubtful Receivables
       Receivables consist of the following at December 31, 2004 and 2003
       (amounts in thousands):

                                           2004          2003
                                      ------------- -------------
           Trade                     $    71,034        67,186
           Employee                          277           284
           Other                           3,118         2,765
                                      ------------- -------------
             Total receivables       $    74,429        70,235
                                      ============= =============

       Following are the changes in the allowance for doubtful receivables
       during the years ended December 31, 2004, 2003 and 2002 (amounts in
       thousands):
<TABLE>
<CAPTION>
                                                                     Additions            Deductions
                                                              -----------------------    ------------
                                             Balance at        Charged to  Charged to     Write-offs
                                             beginning          costs and     Other         net of       Balance at
          Description                         of year           expenses    Accounts      recoveries     end of year
          ------------------------------    ------------      ------------ ----------    ------------    -----------
             <S>                           <C>                   <C>           <C>          <C>             <C>
             December 31, 2004             $   1,954              3,136        ---           2,773           2,317
                                            ============      ============ ==========     ===========    ===========

             December 31, 2003             $  14,010              2,640        ---          14,696           1,954
                                            ============      ============ ==========     ===========    ===========

             December 31, 2002             $   4,166             13,124        ---           3,280          14,010
                                            ============      ============ ==========     ===========    ===========
</TABLE>
       As further described in note 12, during the year ended December 31, 2003
       we reached a settlement agreement for pre-petition amounts owed to us by
       MCI. The remaining pre-petition accounts receivable balance owed by MCI
       after this settlement was removed from our Consolidated Balance Sheets in
       2003. During the years ended December 31, 2004 and 2003 we utilized
       approximately $4.2 million and $2.8 million, respectively, of the MCI
       credit against amounts otherwise payable for services received from MCI.

       The Allowance for Doubtful Receivables at December 31, 2002 includes the
       provision of $11.6 million of bad debt expense for estimated
       uncollectible accounts due from MCI.

(4)    Net Property and Equipment in Service
       Net property and equipment in service consists of the following at
       December 31, 2004 and 2003 (amounts in thousands):
<TABLE>
<CAPTION>
                                                                                             2004         2003
                                                                                        ------------ ------------
             <S>                                                                       <C>              <C>
             Land and buildings                                                        $     4,061        3,151
             Telephony distribution systems                                                440,050      345,984
             Cable television distribution systems                                         170,843      161,054
             Support equipment                                                              50,211       46,219
             Transportation equipment                                                        6,648        5,500
             Property and equipment under capital leases                                    50,992       51,214
                                                                                        ------------ ------------
                                                                                           722,805      613,122
             Less accumulated depreciation                                                 269,626      227,071
             Less accumulated amortization                                                  20,930       17,012
                                                                                        ------------ ------------
               Net property and equipment in service                                   $   432,249      369,039
                                                                                        ============ ============
</TABLE>
                                      133                            (Continued)
<PAGE>
                           GENERAL COMMUNICATION, INC.
                   Notes to Consolidated Financial Statements

(5)    Intangible Assets
       As of December 31, 2004 cable certificates and goodwill were tested for
       impairment and the fair values were greater than the carrying amounts,
       therefore these intangible assets were determined not to be impaired at
       December 31, 2004. The remaining useful lives of our cable certificates
       and goodwill were evaluated as of December 31, 2004 and events and
       circumstances continue to support an indefinite useful life.

       No intangible assets subject to amortization have been impaired based
       upon impairment testing performed as of December 31, 2004.

       No indicators of impairment have occurred since the impairment testing
       was performed.

       Amortization expense for amortizable intangible assets for the years
       ended December 31, 2004, 2003 and 2002 follow (amounts in thousands):
<TABLE>
<CAPTION>
                                                                                        Years Ended December 31,
                                                                                      2004        2003        2002
                                                                                   ---------- ----------- ----------
          <S>                                                                     <C>              <C>         <C>
          Amortization expense for amortizable intangible assets                  $    856         660         790
                                                                                   ========== =========== ==========
</TABLE>
       Amortization expense for amortizable intangible assets for each of the
       five succeeding fiscal years is estimated to be (amounts in thousands):

                Years ending
                December 31,
                ------------
                    2005        $  1,100
                    2006        $  1,095
                    2007        $  1,034
                    2008        $    784
                    2009        $    504

       Following are the changes in Other Intangible Assets (amounts in
       thousands):

                Balance, December 31, 2002              $   3,460
              Asset additions                               1,395
              Less amortization expense                       660
                                                         -----------
                Balance, December 31, 2003                  4,195
              Asset additions                               2,926
              Less amortization expense                       856
                                                         ------------
                Balance, December 31, 2004              $   6,265
                                                         ============

                                      134                            (Continued)
<PAGE>
                           GENERAL COMMUNICATION, INC.
                   Notes to Consolidated Financial Statements

(6)    Notes Receivable from Related Parties
       Notes receivable from related parties consist of the following (amounts
       in thousands):
<TABLE>
<CAPTION>
                                                                                        December 31,
                                                                                    2004           2003
                                                                               --------------- -------------
               <S>                                                            <C>                 <C>
               Notes receivable from officers bearing interest up to 6.5%
                or at the rate paid by us on our senior indebtedness,
                unsecured, due through February 8, 2007                       $     5,452          7,480
               Notes receivable from officers bearing interest at the rate
                paid by us on our senior indebtedness, secured by GCI
                common stock, due through December 1, 2006                            350            919
               Notes receivable from other related parties bearing
                interest up to 7.6% or at the rate paid by us on our
                senior indebtedness, unsecured and secured by property,
                due through December 31, 2007                                         185          1,126
               Interest receivable                                                    849          1,612
                                                                               --------------- -------------
                 Total notes receivable from related parties                        6,836         11,137
               Less notes receivable from related parties issued upon
                stock option exercise, classified as a component of
                stockholders' equity                                                3,016          4,971
               Less current portion, including current interest receivable            475          1,885
                                                                               --------------- -------------
                Long-term portion, including long-term interest receivable    $     3,345          4,281
                                                                               =============== =============
</TABLE>
(7)    Long-term Debt
       Long-term debt consists of the following (amounts in thousands):
<TABLE>
<CAPTION>
                                                                                        December 31,
                                                                                     2004           2003
                                                                                -------------- -------------
              <S>                                                              <C>                <C>
              Senior Notes, net of unamortized bond discount of $4,031 (a)     $   315,969        180,000
              Senior Credit Facility (b)                                           121,000        165,000
                                                                                -------------- -------------
                 Long-term debt                                                $   436,969        345,000
                                                                                ============== =============
</TABLE>
       (a) In February 2004 GCI's wholly owned subsidiary GCI, Inc. sold $250.0
           million in aggregate principal amount of senior unsecured debt
           securities due in 2014 ("February Senior Notes"). In December 2004
           GCI, Inc. sold $70.0 million in aggregate principal amount of senior
           unsecured debt securities due in 2014 ("December Senior Notes"). The
           February and December Senior Notes are treated as a single class
           ("new Senior Notes").

           February Senior Notes
           The February Senior Notes were sold at a discount of $4.3 million.
           The February Senior Notes are carried on our Consolidated Balance
           Sheet net of the unamortized portion of the discount, which is being
           amortized to Interest Expense over the life of the new Senior Notes.

           The net proceeds of the offering were primarily used to repay our
           existing $180.0 million 9.75% Senior Notes and to repay approximately
           $43.8 million of the term portion and $10.0 million of the revolving
           portion of our original Senior Credit Facility. In connection with
           the issuance, we paid fees

                                      135                            (Continued)
<PAGE>
                           GENERAL COMMUNICATION, INC.
                   Notes to Consolidated Financial Statements

           and other expenses of approximately $6.5 million that are being
           amortized over the life of the new Senior Notes.

           The February Senior Notes were offered only to qualified
           institutional buyers pursuant to exemptions from registration under
           the Securities Act. On July 7, 2004, GCI, Inc. commenced an offer to
           exchange the privately issued February Senior Notes for a like amount
           of February Senior Notes that have been registered under the
           Securities Act and have otherwise identical terms to the privately
           issued original Senior Notes (except for provisions relating to GCI,
           Inc.'s obligations to consummate the exchange offer). The exchange
           offer closing occurred on August 11, 2004, at which time all $250.0
           million in aggregate principal amount of the privately issued
           February Senior Notes were tendered and exchanged for the February
           Senior Notes that have been registered under the Securities Act.

           December Senior Notes
           The December Senior Notes were sold at face value.

           The net proceeds of the offering were primarily used to repurchase
           3,751,509 of our Class A common shares at $8.33 per share and $10.0
           million of our Series C preferred stock from MCI. The aggregate
           amount of the equity repurchase totaled $41.3 million. In addition we
           used the proceeds to repay $10.0 million of the revolving portion of
           our new Senior Credit Facility. In connection with the issuance, we
           paid fees and other expenses of approximately $1.6 million that are
           being amortized over the life of the new Senior Notes.

           The December Senior Notes were offered only to qualified
           institutional buyers pursuant to Rule 144A and non-United States
           persons pursuant to Regulation S. The December Senior Notes have not
           been registered under the Securities Act and, unless so registered,
           may not be offered or sold except pursuant to an exemption from, or
           in a transaction not subject to, the registration requirements of the
           Securities Act and applicable state securities laws. Beginning April
           6, 2005, we plan to commence an offer to exchange the privately
           issued December Senior Notes that have been registered under the
           Securities Act and have otherwise identical terms to the privately
           issued original Senior Notes (except for provisions relating to GCI
           Inc.'s obligations to consummate the exchange offer).

           New Senior Notes
           We pay interest of 7.25% on the new Senior Notes.

           The new Senior Notes are not redeemable prior to February 15, 2009.
           At any time on or after February 15, 2009, the new Senior Notes are
           redeemable at our option, in whole or in part, on not less than
           thirty days nor more than sixty days notice, at the following
           redemption prices, plus accrued and unpaid interest (if any) to the
           date of redemption:

             If redeemed during the twelve month period
             commencing February 1 of the year indicated:  Redemption Price
             -------------------------------------------- ------------------
             2009                                              103.625%
             2010                                              102.417%
             2011                                              101.208%
             2012 and thereafter                               100.000%

           We may, on or prior to February 17, 2007, at our option, use the net
           cash proceeds of one or more underwritten public offerings of our
           qualified stock to redeem up to a maximum of 35% of the initially
           outstanding aggregate principal amount of our new Senior Notes at a
           redemption price equal to 107.25% of the principal amount of the new
           Senior Notes, together with accrued and unpaid interest, if any,
           thereon

                                      136                            (Continued)
<PAGE>
                           GENERAL COMMUNICATION, INC.
                   Notes to Consolidated Financial Statements

           to the date of redemption, provided that not less than 65% of the
           principal amount of the new Senior Notes originally issued remain
           outstanding following such a redemption.

           The new Senior Notes restrict GCI, Inc. and certain of its
           subsidiaries from incurring debt in most circumstances unless the
           result of incurring debt does not cause our leverage ratio to exceed
           6.0 to one. The new Senior Notes do not allow debt under the new
           Senior Credit Facility to exceed the greater of (and reduced by
           certain stated items):

                o   $250 million, reduced by the amount of any prepayments, or
                o   3.0 times earnings before interest, taxes, depreciation and
                    amortization for the last four full fiscal quarters of GCI,
                    Inc. and certain of its subsidiaries.

           The new Senior Notes limit our ability to make cash dividend
           payments.

           We conducted a Consent Solicitation and Tender Offer for the old
           Senior Notes. Through February 13, 2004 we accepted for payment
           $114.6 million principal amount of notes which were validly tendered.
           Such notes accepted for payment received additional consideration as
           follows:

                o   $4.0 million based upon a payment of $1,035 per $1,000
                    principal amount, consisting of the purchase price of $1,025
                    per $1,000 principal amount and the consent payment of $10
                    per $1,000 principal amount, and
                o   $497,000 in accrued and unpaid interest through February 16,
                    2004.

           The remaining principal amount of $65.4 million was redeemed on March
           18, 2004 for additional consideration as follows:

                o   $2.1 million based upon a payment of $1,032.50 per $1,000
                    principal amount, and
                o   $833,000 in accrued and unpaid interest through March 18,
                    2004.

           The total redemption cost was $186.1 million. The premium to redeem
           our old Senior Notes was $6.1 million (excluding interest cost of
           $1.3 million) and was recognized as a loss on early extinguishment of
           debt, a component of Other Income (Expense), during the year ended
           December 31, 2004.

           Compliance with the redemption notice requirements in the Indenture
           resulted in a delay before final payment of some of the old Senior
           Notes. As a result of such delay, our total debt increased during the
           overlap period between the redemption of the old Senior Notes and the
           issuance of the February Senior Notes making us out of compliance
           with Section 6.11 of our Credit, Guaranty, Security and Pledge
           Agreement, dated as of October 30, 2003. We received a waiver from
           compliance with Section 6.11 until April 30, 2004. After the final
           redemption payment on March 18, 2004 we were in compliance with
           Section 6.11.

           A semi-annual interest payment of approximately $9.0 million was paid
           in August 2004. We will make semi-annual interest payments of $11.6
           million in February and August 2005.

           The new Senior Notes are subordinate to our new Senior Credit
           Facility.

           We were in compliance with all loan covenants at December 31, 2004.

                                      137                            (Continued)
<PAGE>
                           GENERAL COMMUNICATION, INC.
                   Notes to Consolidated Financial Statements

(b)        On May 21, 2004 we amended our $220.0 million new Senior Credit
           Facility. The amendment reduced the interest rate on the $170.0
           million term portion of the credit facility from LIBOR plus 3.25% to
           LIBOR plus 2.25%. The amendment reduced the interest rate on the
           $50.0 million revolving portion of the credit facility from LIBOR
           plus 3.25% to LIBOR plus a margin dependent upon our Total Leverage
           Ratio (as defined) as follows:

                  Total Leverage Ratio
                      (as defined)             LIBOR Plus:
                 ----------------------    --------------------
                 >3.75                            2.50%
                 -
                 >3.25 but <3.75                  2.25%
                 -
                 >2.75 but <3.25                  2.00%
                 -
                 < 2.75                           1.75%

           The commitment fee we are required to pay on the unused portion of
           the commitment was amended as follows:

                  Total Leverage Ratio
                      (as defined)            Commitment Fee
               ------------------------    --------------------
               >3.75                             0.625%
               -
               >2.75 but <3.75                   0.50%
               -
               < 2.75                            0.375%

           Under certain circumstances the amendment allows for an increase in
           the term and revolving commitments not to exceed an aggregate
           commitment increase of $50.0 million. Any additional term and
           revolving credit facility commitments are payable in full on October
           31, 2007.

           In connection with the May 21, 2004 amended Senior Credit Facility,
           we paid bank fees and other expenses of approximately $215,000 during
           the year ended December 31, 2004.

           On November 17, 2004 we amended our $220.0 million new Senior Credit
           Facility. The amendment allowed us to repurchase up to $10.0 million
           of our common stock each year and to complete the repurchase of
           3,751,509 of our Class A common shares and $10.0 million of our
           Series C preferred stock from MCI as described in notes 1(e) and 11.

           The November 2004 amendment reduced our leverage ratio requirements
           for certain periods as follows:
<TABLE>
<CAPTION>
                  Period                                                     Total Leverage Ratio
                  ------                                                     --------------------
              <S>                                                                    <C>
              December 31, 2003 through December 30, 2004                            4.25:1
              December 31, 2004 through December 30, 2005                            4.00:1
              December 31, 2005 through June 29, 2006                                3.75:1
              June 30, 2006 through June 29, 2007                                    3.50:1
              June 30, 2007 through September 29, 2007                               3.25:1
              September 30, 2007 through final maturity date                         3.00:1
</TABLE>
           The November amendment also increased our allowable capital
           expenditures during the year ended December 31, 2004 by the $18.8
           million excess proceeds from the December Senior Notes.

           In connection with the November 17, 2004 amended Senior Credit
           Facility, we paid bank fees and other expenses of approximately
           $129,000 during the year ended December 31, 2004.

                                      138                            (Continued)
<PAGE>
                           GENERAL COMMUNICATION, INC.
                   Notes to Consolidated Financial Statements

           The term loan is fully drawn and we have letters of credit totaling
           $4.7 million, which left $45.3 million available at December 31, 2004
           to draw under the revolving credit facility if needed. Ability to
           draw down on the revolver portion of our new Senior Credit Facility
           could be diminished if we are not in compliance with all new Senior
           Credit Facility covenants or have a material adverse change at the
           date of the request for the draw.

           Our new Senior Notes are subordinate to our new Senior Credit
           Facility.

           Substantially all of Holdings' assets collateralize the new Senior
           Credit Facility. The capital lease is secured by the leased satellite
           transponders.

           We were in compliance with all loan covenants at December 31, 2004.

           In October 2003 we amended our Senior Credit Facility, a portion of
           which was a substantial modification of the previous Senior Credit
           Facility agreement. We therefore recognized approximately $5.0
           million in Amortization of Loan and Senior Notes Fees during the year
           ended December 31, 2003. The $2.2 million in amended Senior Credit
           Facility deferred loan costs associated with the portion that was not
           a substantial modification continues to be amortized over the life of
           the new Senior Credit Facility.

           As of December 31, 2004 maturities of long-term debt were as follows
           (amounts in thousands):
<TABLE>
<CAPTION>
                  Years ending December 31,
                  <S>                                                      <C>
                  2005                                                     $      168
                  2006                                                         32,000
                  2007                                                         89,000
                  2008                                                            ---
                  2009                                                            ---
                  2010 and thereafter                                         320,000
                                                                            -----------
                                                                              441,168
                  Less unamortized bond discount paid on February
                    Senior Notes                                               (4,031)
                  Less current portion of long-term debt                         (168)
                                                                            -----------
                    Long-term debt, at December 31, 2004                  $   436,969
                                                                            ===========
</TABLE>
(8)    Impairment Charge
       In 2003, we reported an impairment charge of $5.4 million which equaled
       the remaining net book value recorded for our North Pacific Cable asset.
       In 1991 we purchased one DS-3 of capacity on a fiber optic cable system
       owned by AT&T. This fiber optic cable system is a spur off of a
       trans-Pacific fiber optic cable system owned by another group. We used
       our owned capacity to carry traffic to and from Alaska and the Lower 48
       States. The section of the North Pacific Cable in which we owned capacity
       was taken out of service in January 2004 due to a billing dispute between
       AT&T and the owner of the trans-Pacific cable system causing us to
       re-route certain of our traffic. We were relieved of all future
       obligations required by our purchase agreement and ceased payment of
       maintenance and vessel standby costs totaling approximately $324,000 per
       year that would otherwise be payable over the remaining life of the
       system. The AULP West fiber optic cable system we built was put into
       service in June 2004 and provides us with route diversity and redundancy
       in excess of that previously provided by the North Pacific Cable.

(9)    Comprehensive Income (Loss)
       During the years ended December 31, 2004, 2003 and 2002 we had other
       comprehensive income (loss) of approximately $308,000, 232,000 and
       ($548,000), respectively. Total comprehensive income during the years
       ended December 31, 2004, 2003 and 2002 was $21,560,000, $15,774,000 and
       $6,115,000, respectively.

                                      139                            (Continued)
<PAGE>
                           GENERAL COMMUNICATION, INC.
                   Notes to Consolidated Financial Statements

(10)   Income Taxes
       Total income tax (expense) benefit was allocated as follows (amounts in
       thousands):
<TABLE>
<CAPTION>
                                                                                       Years ended December 31,
                                                                                   2004          2003          2002
                                                                             -------------- ------------- ------------
                  <S>                                                       <C>                <C>            <C>
                  Net income before cumulative effect of a change in        $    (17,463)      (10,074)       (5,659)
                     accounting principle
                  Cumulative effect of a change in accounting principle              ---           367           ---
                                                                             -------------- ------------- ------------
                  Net income from continuing operations                          (17,463)       (9,707)       (5,659)

                  Stockholders' equity, for stock option compensation
                    expense for tax purposes in excess of amounts
                    recognized for financial reporting purposes                    1,730           538           319
                                                                             -------------- ------------- ------------
                                                                            $    (15,733)       (9,169)       (5,340)
                                                                             ============== ============= ============
</TABLE>
       Income tax (expense) benefit consists of the following (amounts in
       thousands):
<TABLE>
<CAPTION>
                                                                                       Years ended December 31,
                                                                                   2004          2003          2002
                                                                             -------------- ------------- ------------
                  <S>                                                       <C>                <C>            <C>
                  Current tax expense:
                    Federal taxes                                           $        606          (297)       (1,754)
                    State taxes                                                      176          (104)         (536)
                                                                             -------------- ------------- ------------
                                                                                     782          (401)       (2,290)
                                                                             -------------- ------------- ------------

                  Deferred tax expense:
                    Federal taxes                                                (14,151)       (7,169)       (2,580)
                    State taxes                                                   (4,094)       (2,504)         (789)
                                                                             -------------- ------------- ------------
                                                                                 (18,245)       (9,673)       (3,369)
                                                                             -------------- ------------- ------------
                                                                            $    (17,463)      (10,074)       (5,659)
                                                                             ============== ============= ============
</TABLE>
       Total income tax expense differed from the "expected" income tax expense
       determined by applying the statutory federal income tax rate of 35% for
       2004 and 2003 and 34% for 2002 as follows (amounts in thousands):
<TABLE>
<CAPTION>
                                                                                         Years ended December 31,
                                                                                   2004            2003           2002
                                                                             ----------------- -------------- --------------
                  <S>                                                       <C>                  <C>             <C>
                  "Expected" statutory tax expense                          $    (13,550)         (9,156)        (4,189)
                  State income taxes, net of federal benefit                      (2,439)         (1,695)          (873)
                  Income tax effect of goodwill amortization,
                    nondeductible expenditures and other items, net                 (668)           (568)          (597)
                  Adjustments to ending temporary difference and other
                     balances, net                                                  (806)          1,345            ---
                                                                             ----------------- -------------- --------------
                                                                            $    (17,463)        (10,074)        (5,659)
                                                                             ================= ============== ==============
</TABLE>
                                      140                            (Continued)
<PAGE>
                           GENERAL COMMUNICATION, INC.
                   Notes to Consolidated Financial Statements

       The tax effects of temporary differences that give rise to significant
       portions of the deferred tax assets and deferred tax liabilities at
       December 31, 2004 and 2003 are presented below (amounts in thousands):
<TABLE>
<CAPTION>
                                                                                           December 31,
                                                                                       2004            2003
                                                                                  -------------- ---------------
                  <S>                                                            <C>                 <C>
                  Current deferred tax assets:
                     Net operating loss carryforwards                            $     8,344             ---
                     Accounts receivable, principally due to allowance for
                       doubtful accounts                                               2,450           4,117
                     Compensated absences, accrued for financial reporting
                       purposes                                                        2,186           2,062
                     Workers compensation and self insurance health reserves,
                       principally due to accrual for financial reporting
                       purposes                                                          854             801
                     Other                                                                59             215
                                                                                  -------------- ---------------
                       Total current deferred tax assets                         $    13,893           7,195
                                                                                  ============== ===============

                                                                                           December 31,
                                                                                       2004            2003
                                                                                  -------------- ---------------

                  Long-term deferred tax assets:
                    Net operating loss carryforwards                             $    63,524          77,534
                    Alternative minimum tax credits                                    1,892           1,892
                    Deferred compensation expense for financial reporting
                       purposes in excess of amounts recognized for tax
                       purposes                                                        1,729           1,531
                    Asset retirement obligations in excess of amounts
                       recognized for tax purposes                                     1,218             825
                    Employee stock option compensation expense for financial
                       reporting purposes in excess of amounts recognized for
                       tax purposes                                                      601             727
                    Sweepstakes award in excess of amounts recognized for tax
                       purposes                                                          178             179
                    Charitable contributions expense for financial reporting
                       in excess of amount recognized for tax purposes                   405             672
                    Cost of sales and services for financial reporting in
                       excess of amounts recognized for tax purposes                     ---             185
                    Cash flow hedge expense for financial reporting
                        purposes in excess of amounts recognized for tax
                       purposes                                                          ---             212
                    Other                                                                118             ---
                                                                                  -------------- ---------------
                       Total long-term deferred tax assets                            69,665         83,757
                                                                                  -------------- ---------------
                  Long-term deferred tax liabilities:
                    Plant and equipment, principally due to differences in
                       depreciation                                                  101,603          93,928
                    Amortizable assets                                                17,173          13,997
                                                                                  -------------- ---------------
                       Total gross long-term deferred tax liabilities                118,776         107,925
                                                                                  -------------- ---------------
                       Net combined long-term deferred tax liabilities          $     49,111          24,168
                                                                                  ============== ===============
</TABLE>
                                      141                            (Continued)
<PAGE>
                           GENERAL COMMUNICATION, INC.
                   Notes to Consolidated Financial Statements

       We recorded net deferred tax assets of $15.8 million in 2002 associated
       with the Rogers American Cablesystems, Inc. and Kanas Telecom, Inc.
       acquisitions in 2001, resulting in adjustments to the recorded financial
       statement cost basis of associated goodwill and property and equipment.

        In conjunction with the 1996 Cable Companies acquisition, we incurred a
        net deferred income tax liability of $24.4 million and acquired net
        operating losses totaling $57.6 million. We determined that
        approximately $20 million of the acquired net operating losses would not
        be utilized for income tax purposes, and elected with our December 31,
        1996 income tax returns to forego utilization of such acquired losses
        under Internal Revenue Code section 1.1502-32(b)(4). Deferred tax assets
        were not recorded associated with the foregone losses and, accordingly,
        no valuation allowance was provided. At December 31, 2004, we have (1)
        tax net operating loss carryforwards of approximately $175.6 million
        that will begin expiring in 2007 if not utilized, and (2) alternative
        minimum tax credit carryforwards of approximately $1.9 million available
        to offset regular income taxes payable in future years. We utilized tax
        net operating loss carryforwards of approximately $5.6 million in 2004.

       The following schedule shows our tax net operating loss carryforwards by
       year of expiration (amounts in thousands):
<TABLE>
<CAPTION>
                  Years ending December 31,                                          Federal       State
                                                                                  ------------ ------------
                    <S>                                                          <C>             <C>
                    2007                                                         $       705          17
                    2008                                                               6,435       6,434
                    2009                                                              11,767      11,767
                    2010                                                               9,134       9,134
                    2011                                                               6,919       6,919
                    2018                                                              19,995      18,253
                    2019                                                              27,910      26,516
                    2020                                                              44,747      43,799
                    2021                                                              29,614      28,998
                    2022                                                              14,080      13,796
                    2023                                                               3,967       3,909
                    2024                                                                 362         362
                                                                                  ------------ ------------
                       Total tax net operating loss carryforwards                $   175,635     169,904
                                                                                  ============ ============
</TABLE>
       Our utilization of remaining acquired net operating loss carryforwards is
       subject to annual limitations pursuant to Internal Revenue Code section
       382 which could reduce or defer the utilization of these losses.

       Tax benefits associated with recorded deferred tax assets are considered
       to be more likely than not realizable through future reversals of
       existing taxable temporary differences, and future taxable income
       exclusive of reversing temporary differences and carryforwards. The
       amount of deferred tax asset considered realizable, however, could be
       reduced in the near term if estimates of future taxable income during the
       carryforward period are reduced.

       Our United States income tax return for 2000 was selected for examination
       by the Internal Revenue Service during 2003. The examination was
       completed in July 2004 and did not have a material adverse effect on our
       financial position, results of operations, or our liquidity.

       Our United States income tax return for 2001 was selected for examination
       by the Internal Revenue Service during 2004. The examination was
       completed in December 2004 and did not have a material adverse effect on
       our financial position, results of operations, or our liquidity.

                                      142                            (Continued)
<PAGE>
                           GENERAL COMMUNICATION, INC.
                   Notes to Consolidated Financial Statements

(11)   Stockholders' Equity

       Common Stock
       GCI's Class A common stock and Class B common stock are identical in all
       respects, except that each share of Class A common stock has one vote per
       share and each share of Class B common stock has ten votes per share. In
       addition, each share of Class B common stock outstanding is convertible,
       at the option of the holder, into one share of Class A common stock.

       In December 2004 we used a portion of the proceeds of the December Senior
       Notes offering to repurchase from MCI 3,751,509 of our Class A common
       shares at $8.33 per share; the shares were retired in December 2004. At
       December 31, 2004 MCI owned none of our issued and outstanding Class A
       shares. At December 31, 2003 MCI owned 3,751,509 shares of our Class A
       common stock that represented approximately 7 percent of the issued and
       outstanding Class A shares at December 31, 2003. MCI owned 1,275,791
       shares of our Class B common stock that represented approximately 33
       percent of the issued and outstanding Class B shares at December 31, 2004
       and 2003.

       In January 2004, 3,108 shares of our Series B preferred stock was
       converted to approximately 560,000 shares of our Class A common stock at
       the stated conversion price of $5.55 per share. In August 2004, 3,328
       shares of our Series B preferred stock was converted to 599,640 shares of
       our Class A common stock at the stated conversion price of $5.55 per
       share. In November 2004, 4,995 shares of our Series B preferred stock was
       converted to 900,000 shares of our Class A common stock at the stated
       conversion price of $5.55 per share. The conversions will reduce our
       future semi-annual cash dividends.

       In October 2003, 1,250 shares of our Series B preferred stock was
       converted to approximately 225,000 shares of our GCI Class A common
       stock.

       In 2004 we repurchased 266,181 shares of our Class A common stock at a
       cost of approximately $2.6 million pursuant to the Class A and Class B
       common stock repurchase program authorized by our Board of Directors and
       approved by our lenders and preferred shareholder. In 2004 we retired
       196,153 shares of our Class A common stock that we purchased pursuant to
       the Class A and Class B common stock repurchase program.

       During the year ended December 31, 2004 our President and CEO tendered
       70,028 shares of his GCI Class A common stock to us at an agreed-upon
       value of $10.71 per share for a total value of $750,000. The stock tender
       was in lieu of a cash payment on a note receivable with related parties
       issued upon stock option exercise. We held the shares at December 31,
       2004 and intend to retire them in 2005.

       Treasury Stock
       In 2004 we acquired 15,000 shares of our Class A common stock for
       approximately $165,000 to fund deferred compensation agreements for
       employees and we purchased 8,716 shares of our Class A common stock for
       approximately $71,000 to fund various stock awards for our employees.

       In 2003 we acquired a total of 21,700 shares of GCI Class A common stock
       for approximately $81,000 to fund a deferred compensation agreement for
       an employee. In 2002 we acquired a total of 20,000 shares of GCI Class A
       common stock for approximately $177,000 to fund a deferred compensation
       agreement for an officer.

       Stock Option Plan
       In December 1986, GCI adopted a Stock Option Plan (the "Option Plan") in
       order to provide a special incentive to our officers, non-employee
       directors, and employees by offering them an opportunity to acquire an
       equity interest in GCI. The Option Plan, as amended, provides for the
       grant of options for a maximum of 13.2 million shares of GCI Class A
       common stock, subject to adjustment upon the occurrence of stock
       dividends, stock splits, mergers, consolidations or certain other changes
       in

                                      143                            (Continued)
<PAGE>
                           GENERAL COMMUNICATION, INC.
                   Notes to Consolidated Financial Statements

       corporate structure or capitalization. If an option expires or
       terminates, the shares subject to the option will be available for
       further grants of options under the Option Plan. The Compensation
       Committee of GCI's Board of Directors administers the Option Plan.

       The Option Plan provides that all options granted under the Option Plan
       must expire not later than ten years after the date of grant. If at the
       time an option is granted the exercise price is less than the market
       value of the underlying common stock, the difference in these amounts at
       the time of grant is expensed ratably over the vesting period of the
       option. Options granted pursuant to the Option Plan are only exercisable
       if at the time of exercise the option holder is our employee,
       non-employee director, or a consultant or advisor working on our behalf.

       Information for the years 2004, 2003 and 2002 with respect to the Option
       Plan follows:
<TABLE>
<CAPTION>
                                                                                               Weighted
                                                                                               Average
                                                                          Shares            Exercise Price
                                                                    -------------------    ---------------
               <S>                                                      <C>                     <C>
                 Outstanding at December 31, 2001                       5,100,131               $6.11

               Granted                                                  1,995,700               $6.90
               Exercised                                                 (583,888)              $5.78
               Forfeited                                                 (223,177)              $7.42
                                                                    -------------------
                 Outstanding at December 31, 2002                       6,288,766               $6.34

               Granted                                                    963,200               $6.24
               Exercised                                                 (377,487)              $4.95
               Forfeited                                                  (98,200)              $5.93
                                                                    -------------------
                 Outstanding at December 31, 2003                       6,776,279               $6.41

               Granted                                                    881,500               $8.19
               Exercised                                               (1,116,704)              $5.49
               Forfeited                                                 (104,200)              $7.07
                                                                    -------------------
                 Outstanding at December 31, 2004                       6,436,875               $6.81
                                                                    ===================

                 Available for grant at December 31, 2004               1,745,457
                                                                    ===================
</TABLE>
       Our stock options and warrants expire at various dates through December
       2013. At December 31, 2004, 2003, and 2002, the weighted-average
       remaining contractual lives of options outstanding were 6.16, 6.47, and
       6.93 years, respectively.

       At December 31, 2004, 2003, and 2002, the number of exercisable shares
       under option was 3,473,340, 3,495,361, and 3,187,618, respectively, and
       the weighted-average exercise price of those options was $6.45, $6.11,
       and $5.87, respectively.

       The per share weighted-average fair value of stock options granted during
       2004 was $4.65 per share for compensatory and $4.48 for non-compensatory
       options; for 2003 was $4.30 per share for compensatory and $2.99 for
       non-compensatory options; and for 2002 was $3.05 per share for
       compensatory and $0.61 for non-compensatory options. The amounts were
       determined as of the options' grant dates using a Black-Scholes
       option-pricing model with the following weighted-average assumptions:
       2004 - risk-free interest rate of 3.62%, volatility of 0.52 and an
       expected life of 5.69 years; 2003 - risk-free interest rate of 3.45%,
       volatility of 0.53 and an expected life of 5.26 years; and 2002 -
       risk-free interest rate of 3.08%, volatility of 0.68 and an expected life
       of 6.18 years.

                                      144                            (Continued)
<PAGE>
                           GENERAL COMMUNICATION, INC.
                   Notes to Consolidated Financial Statements

       Summary information about our stock options outstanding at December 31,
       2004 follows:
<TABLE>
<CAPTION>
                                    Options Outstanding                                       Options Exercisable
          -------------------------------------------------------------------------- --------------------------------------
                                                     Weighted
                                                      Average
                                                     Remaining         Weighted
                 Range of              Number       Contractual        Average            Number        Weighted Average
             Exercise Prices        outstanding        Life         Exercise Price     Exercisable       Exercise Price
          -------------------------------------------------------------------------- --------------------------------------
             <S>                     <C>               <C>               <C>            <C>                 <C>
             $3.11-$5.69               671,542         5.01               $4.65           514,342            $4.49
             $5.77-$5.77                 2,000         8.14               $5.77               400            $5.77
             $6.00-$6.00             1,028,030         6.73               $6.00           466,190            $6.00
             $6.05-$6.35                58,000         6.27               $6.14            40,600            $6.13
             $6.50-$6.50             1,817,610         5.46               $6.50         1,323,150            $6.50
             $6.94-$7.00               680,300         3.69               $7.00           531,366            $6.99
             $7.25-$7.25             1,150,000         7.11               $7.25           151,665            $7.25
             $7.40-$8.40               794,893         7.16               $7.98           363,687            $7.70
             $8.50-$10.98              463,500         8.74               $9.15            57,940            $9.48
             $11.25-$11.25              36,000         6.50              $11.25            24,000           $11.25
                                  ----------------                                   -----------------
             $3.11-$11.25            6,701,875         6.16               $6.80         3,473,340            $6.45
                                  ================                                   =================
</TABLE>
       Stock Warrants Not Pursuant to a Plan
       We entered into a stock warrant agreement in exchange for services in
       December 1998 with certain of our legal counsel which provides for the
       purchase of 16,667 shares of GCI Class A common stock, vesting in
       December 1999, with an exercise price of $3.00 per share, and expiring
       December 2003. The fair value of the stock warrant when issued was
       approximately $23,000. The warrant was exercised in November 2003 prior
       to its expiration.

       We entered into a stock warrant agreement in exchange for services in
       June 1999 with certain of our legal counsel which provides for the
       purchase of 25,000 shares of GCI Class A common stock, vesting through
       December 2001, with an exercise price of $3.00 per share, and expiring
       December 2003. The fair value of the stock warrant when issued was
       approximately $94,000. The warrant was exercised in October 2003 prior to
       its expiration.

       Employee Stock Purchase Plan
       In December 1986, we adopted an Employee Stock Purchase Plan ("Plan")
       qualified under Section 401 of the Internal Revenue Code of 1986
       ("Code"). The Plan provides for acquisition of GCI's Class A and Class B
       common stock at market value. The Plan permits each employee who has
       completed one year of service to elect to participate in the Plan.
       Through December 31, 2004, eligible employees could elect to reduce their
       compensation in any even dollar amount up to 50 percent of such
       compensation (subject to certain limitations) up to a maximum of $13,000.
       Beginning January 1, 2005, eligible employees can elect to reduce their
       compensation in any even dollar amount up to 50 percent of such
       compensation (subject to certain limitations) up to a maximum of $14,000.
       Eligible employees may contribute up to 10 percent of their compensation
       with after-tax dollars, or they may elect a combination of salary
       reductions and after-tax contributions.

       Eligible employees were allowed to make catch-up contributions of no more
       than $3,000 during the year ended December 31, 2004 and will be able to
       make such contributions limited to $4,000 during the year ended December
       31, 2005. We do not match employee catch-up contributions.

                                      145                            (Continued)
<PAGE>
                           GENERAL COMMUNICATION, INC.
                   Notes to Consolidated Financial Statements

       We may match employee salary reductions and after tax contributions in
       any amount, elected by our Board of Directors each year, but not more
       than 10 percent of any one employee's compensation will be matched in any
       year. Matching contributions vest over the initial six years of
       employment. For the years ended December 31, 2003 and 2002 the
       combination of salary reductions, after tax contributions and matching
       contributions could not exceed the lesser of 100 percent of an employee's
       compensation or $40,000 (determined after salary reduction) for any year.
       For the year ended December 31, 2004, the combination of salary
       reductions, after tax contributions and matching contributions could not
       exceed the lesser of 100 percent of an employee's compensation or $41,000
       (determined after salary reduction).

       Employee contributions may be invested in GCI class A common stock, AT&T
       common stock, Comcast Corporation common stock, or various mutual funds.

       As of April 1, 2004 employee contributions receive up to 100% matching,
       as determined by our Board of Directors each year, in GCI common stock.
       Prior to April 1, 2004 employee contributions invested in GCI common
       stock received up to 100% matching, as determined by our Board of
       Directors each year, in GCI common stock and employee contributions
       invested in other than GCI common stock received up to 50% matching, as
       determined by our Board of Directors each year, in GCI common stock.

       Our matching contributions allocated to participant accounts totaled
       approximately $4,858,000, $4,035,000, and $3,665,000 for the years ended
       December 31, 2004, 2003, and 2002, respectively. The Plan may, at its
       discretion, purchase shares of GCI common stock from GCI at market value
       or may purchase GCI's common stock on the open market. In 2004 and 2003
       we funded all of our employer-matching contributions through market
       purchases. In 2002 we funded a portion of our employer-matching
       contributions through the issuance of new shares of GCI common stock
       rather than market purchases.

(12)   Industry Segments Data
       Our reportable segments are business units that offer different products.
       The reportable segments are each managed separately and offer distinct
       products with different production and delivery processes.

       We have four reportable segments as follows:

         Long-distance services. We offer a full range of common carrier
         long-distance services to commercial, government, other
         telecommunications companies and residential customers, through our
         networks of fiber optic cables, digital microwave, and fixed and
         transportable satellite earth stations and our SchoolAccess(TM)
         offering to rural school districts and a similar offering to rural
         hospitals and health clinics.

         Cable services. We provide cable television services to residential,
         commercial and government users in the State of Alaska. Our cable
         systems serve 35 communities and areas in Alaska, including the state's
         four largest urban areas, Anchorage, Fairbanks, the Matanuska-Susitna
         Valley, and Juneau. We offer digital cable television services in
         Anchorage, the Matanuska-Susitna Valley, Fairbanks, Juneau, Ketchikan,
         Kenai, Soldotna, Kodiak, Seward, Cordova, Valdez, and Nome and retail
         cable modem service (through our Internet services segment) in all of
         our locations in Alaska except Kotzebue.

         Local access services. We offer facilities based competitive local
         exchange services in Anchorage, Fairbanks and Juneau and plan to
         provide similar competitive local exchange services in other locations
         pending regulatory approval and subject to availability of capital.
         Revenue, costs of sales and service and operating expenses for our new
         phone directories are included in the local access services segment.

                                      146                            (Continued)
<PAGE>
                           GENERAL COMMUNICATION, INC.
                   Notes to Consolidated Financial Statements

         Internet services. We offer wholesale and retail Internet services to
         both consumer and commercial customers. We offer cable modem service as
         further described in Cable services above. Our undersea fiber optic
         cable systems allow us to offer enhanced services with high-bandwidth
         requirements.

       Included in the "All Other" category in the tables that follow are our
       managed services, product sales and cellular telephone services. None of
       these business units has ever met the quantitative thresholds for
       determining reportable segments. Also included in the All Other category
       are corporate related expenses including information technology,
       accounting, legal and regulatory, human resources, and other general and
       administrative expenses.

       We evaluate performance and allocate resources based on (1) earnings or
       loss from operations before depreciation, amortization and accretion
       expense, net other expense and income taxes, and (2) operating income or
       loss. The accounting policies of the reportable segments are the same as
       those described in the summary of significant accounting policies in note
       1. Intersegment sales are recorded at cost plus an agreed upon
       intercompany profit.

       We earn all revenues through sales of services and products within the
       United States. All of our long-lived assets are located within the United
       States of America, except approximately 82% of our undersea fiber optic
       cable systems which transit international waters.

       Summarized financial information for our reportable segments for the
       years ended December 31, 2004, 2003 and 2002 follows (amounts in
       thousands):
<TABLE>
<CAPTION>
                                                        Reportable Segments
                                     ----------------------------------------------------------
                                        Long-                  Local                Total
                                       Distance     Cable     Access   Internet   Reportable       All
                                       Services   Services   Services  Services    Segments       Other     Total
                                     --------------------------------------------------------------------------------
       <S>                           <C>          <C>         <C>       <C>         <C>          <C>       <C>
              2004
              ----
       Revenues:
         Intersegment                $  14,447      2,596      9,436     3,731       30,210         794     31,004
         External                      210,135    101,437     46,957    25,969      384,498      40,328    424,826
                                     --------------------------------------------------------------------------------
            Total revenues             224,582    104,033     56,393    29,700      414,708      41,122    455,830
                                     --------------------------------------------------------------------------------

       Cost of goods sold (exclusive
       of depreciation, amortization
       and accretion shown
       separately below) ("Cost of
       goods sold"):
         Intersegment                   20,441          1      2,624     4,322       27,388         482     27,870
         External                       54,143     26,959     29,088     6,991      117,181      22,382    139,563
                                     --------------------------------------------------------------------------------
            Total cost of good sold     74,584     26,960     31,712    11,313      144,569      22,864    167,433
                                     --------------------------------------------------------------------------------

       Contribution:
         Intersegment                   (5,994)     2,595      6,812      (591)       2,822         312      3,134
         External                      155,992     74,478     17,869    18,978      267,317      17,946    285,263
                                     --------------------------------------------------------------------------------
            Total contribution         149,998     77,073     24,681    18,387      270,139      18,258    288,397

       Selling, general and
        administrative expenses         40,065     28,100     18,316     9,377       95,858      51,502    147,360
       Bad debt expense (recovery)      (2,962)       932        279       154       (1,597)        523     (1,074)
                                     --------------------------------------------------------------------------------
</TABLE>
                                      147                            (Continued)
<PAGE>
                           GENERAL COMMUNICATION, INC.
                   Notes to Consolidated Financial Statements

<TABLE>
<CAPTION>
                                                        Reportable Segments
                                     ----------------------------------------------------------
                                        Long-                  Local                Total
                                       Distance     Cable     Access   Internet   Reportable       All
                                       Services   Services   Services  Services    Segments       Other     Total
                                     --------------------------------------------------------------------------------
       <S>                           <C>          <C>         <C>       <C>         <C>         <C>        <C>
       Earnings (loss) from
        operations before
        depreciation, amortization,
        net interest expense and
        income taxes                   118,889     45,446       (726)    9,447      173,056     (34,079)   138,977

       Depreciation, amortization
        and accretion expense           25,519     19,038      4,941     3,984       53,482       9,631     63,113
                                     --------------------------------------------------------------------------------

       Operating income (loss)       $  93,370     26,408     (5,667)    5,463      119,574     (43,710)    75,864
                                     ================================================================================

       Total assets                  $ 310,820    328,887     55,120    30,101      724,928     124,263    849,191
                                     ================================================================================

       Capital additions             $  46,892     20,350     19,280     9,085       95,607      16,972    112,579
                                     ================================================================================

              2003
              ----
       Revenues:
         Intersegment                $  13,648      2,504      9,763     2,423       28,338         744     29,082
         External                      204,567     96,004     38,998    19,842      359,411      31,386    390,797
                                     --------------------------------------------------------------------------------
            Total revenues             218,215     98,508     48,761    22,265      387,749      32,130    419,879
                                     --------------------------------------------------------------------------------

       Cost of goods sold:
         Intersegment                   19,242          1      2,121     4,484       25,848         860     26,708
         External                       53,377     25,988     23,761     5,862      108,988      16,395    125,383
                                     --------------------------------------------------------------------------------
            Total cost of good sold     72,619     25,989     25,882    10,346      134,836      17,255    152,091
                                     --------------------------------------------------------------------------------

       Contribution:
         Intersegment                   (5,594)     2,503      7,642    (2,061)       2,490        (116)     2,374
         External                      151,190     70,016     15,237    13,980      250,423      14,991    265,414
                                     --------------------------------------------------------------------------------
            Total contribution         145,596     72,519     22,879    11,919      252,913      14,875    267,788

       Selling, general and
        administrative expenses         37,692     27,101     17,718     8,589       91,100      47,593    138,693
       Bad debt expense (recovery)      (1,104)       651        119        60         (274)         96       (178)
       Impairment charge                 5,434        ---        ---       ---        5,434         ---      5,434
                                     --------------------------------------------------------------------------------

       Earnings (loss) from
        operations before
        depreciation, amortization,
        net interest expense and
        income taxes                   109,168     42,264     (2,600)    5,331      154,163     (32,698)   121,465

       Depreciation, amortization
        and accretion expense           20,209     17,296      3,553     3,708       44,766       8,622     53,388
                                     --------------------------------------------------------------------------------

       Operating income (loss)       $  88,959     24,968     (6,153)    1,623      109,397     (41,320)    68,077
                                     ================================================================================

       Total assets                  $ 274,519    326,435     40,763    26,262      667,979      95,041    763,020
                                     ================================================================================

       Capital additions             $  30,331     15,223      3,608     2,993       52,155      10,324     62,479
                                     ================================================================================

              2002
              ----
       Revenues:
         Intersegment                $  21,297      2,094      9,723     2,026       35,140         744     35,884
         External                      204,930     88,688     32,071    15,584      341,273      26,569    367,842
                                     --------------------------------------------------------------------------------
            Total revenues             226,227     90,782     41,794    17,610      376,413      27,313    403,726
                                     --------------------------------------------------------------------------------
</TABLE>
                                      148                            (Continued)
<PAGE>
                           GENERAL COMMUNICATION, INC.
                   Notes to Consolidated Financial Statements

<TABLE>
<CAPTION>
                                                        Reportable Segments
                                     ----------------------------------------------------------
                                        Long-                  Local                Total
                                       Distance     Cable     Access   Internet   Reportable       All
                                       Services   Services   Services  Services    Segments       Other     Total
                                     --------------------------------------------------------------------------------
       <S>                           <C>           <C>        <C>      <C>          <C>         <C>        <C>

       Cost of goods sold:
         Intersegment                   16,942        ---      2,100    14,988       34,030         752     34,782
         External                       60,053     23,649     20,205     4,792      108,699      14,865    123,564
                                     --------------------------------------------------------------------------------
            Total cost of good sold     76,995     23,649     22,305    19,780      142,729      15,617    158,346
                                     --------------------------------------------------------------------------------

       Contribution:
         Intersegment                    4,355      2,094      7,623   (12,962)       1,110          (8)     1,102
         External                      144,877     65,039     11,866    10,792      232,574      11,704    244,278
                                     --------------------------------------------------------------------------------
            Total contribution         149,232     67,133     19,489    (2,170)     233,684      11,696    245,380

       Selling, general and
        administrative expenses         36,378     25,264     16,600     8,855       87,097      41,932    129,029
       Bad debt expense                 12,388        428        162        54       13,032          92     13,124
                                     --------------------------------------------------------------------------------

       Earnings (loss) from
        operations before
        depreciation and
        amortization, net interest
        expense and income taxes        96,111     39,347     (4,896)    1,883      132,445     (30,320)   102,125

       Depreciation and
        amortization expense            22,167     15,882      3,466     3,524       45,039      11,361     56,400
                                     --------------------------------------------------------------------------------

       Operating income (loss)       $  73,945     23,465     (8,362)   (1,641)      87,407     (41,682)    45,725
                                     ================================================================================

       Total assets                  $ 261,978    322,899     35,276    28,102      648,255      90,527    738,782
                                     ================================================================================

       Capital additions             $  22,832     17,395     10,388     4,215       54,830      10,310     65,140
                                     ================================================================================
</TABLE>
       Long-distance services, local access services and Internet services are
       billed utilizing a unified accounts receivable system and are not
       reported separately by business segment. All such accounts receivable are
       included above in the long-distance services segment for all periods
       presented.

       A reconciliation of reportable segment revenues to consolidated revenues
       follows (amounts in thousands):
<TABLE>
<CAPTION>
         Years ended December 31,                                                 2004            2003           2002
                                                                            --------------- --------------- --------------
         <S>                                                               <C>                  <C>            <C>
         Reportable segment revenues                                       $    414,708         387,749        376,413
         Plus All Other revenues                                                 41,122          32,130         27,313
         Less intersegment revenues eliminated in consolidation                  31,004          29,082         35,884
                                                                            --------------- --------------- --------------
              Consolidated revenues                                        $    424,826         390,797        367,842
                                                                            =============== =============== ==============
</TABLE>
                                      149                            (Continued)
<PAGE>
                           GENERAL COMMUNICATION, INC.
                   Notes to Consolidated Financial Statements

       A reconciliation of reportable segment earnings from operations before
       depreciation, amortization and accretion expense, net other expense and
       income taxes to consolidated net income before income taxes and
       cumulative effect of a change in accounting principle follows (amounts in
       thousands):
<TABLE>
<CAPTION>
         Years ended December 31,                                                 2004            2003           2002
                                                                            -------------- ---------------- --------------
         <S>                                                               <C>                  <C>            <C>
         Reportable segment earnings from operations before
           depreciation, amortization and accretion expense, net other
           expense and income taxes                                        $    173,056         154,163        132,445
         Less All Other loss from operations before depreciation,
           amortization and accretion expense, net other expense and
           income taxes                                                          34,079          32,698         30,320
                                                                            -------------- ---------------- --------------
              Consolidated earnings from operations before
                depreciation, amortization and accretion expense, net
                other expense and income taxes                                  138,977         121,465        102,125
         Less depreciation, amortization and accretion expense                   63,113          53,388         56,400
                                                                            -------------- ---------------- --------------
              Consolidated operating income                                      75,864          68,077         45,725
         Less other expense, net                                                 37,149          41,917         33,403
                                                                            -------------- ---------------- --------------
              Consolidated net income before income taxes and cumulative
                effect of a change in accounting principle                 $     38,715          26,160         12,322
                                                                            ============== ================ ==============
</TABLE>
       A reconciliation of reportable segment operating income to consolidated
       net income before income taxes and cumulative effect of a change in
       accounting principle follows (amounts in thousands):
<TABLE>
<CAPTION>
         Years ended December 31,                                                 2004            2003           2002
                                                                            --------------- --------------- --------------
         <S>                                                               <C>                  <C>             <C>
         Reportable segment operating income                               $    119,574         109,397         84,483
         Less All Other operating loss                                           43,710          41,320         38,758
                                                                            --------------- --------------- --------------
              Consolidated operating income                                      75,864          68,077         45,725
         Less other expense, net                                                 37,149          41,917         33,403
                                                                            --------------- --------------- --------------
              Consolidated net income before income taxes and cumulative
                effect of a change in accounting principle                 $     38,715          26,160         12,322
                                                                            =============== =============== ==============
</TABLE>
       We earn revenues included in the long-distance services segment from MCI,
       a major customer. We earned revenues from MCI, net of discounts, of
       approximately $81,741,000, $81,996,000 and $84,641,000 for the years
       ended December 31, 2004, 2003 and 2002, respectively. Revenues earned
       from MCI include approximately $11,004,000 for the year ended December
       31, 2002 earned from a certain MCI customer who considered itself to be a
       third party obligor that was ultimately liable for services provided by
       us to the third party under a contract that had been assigned to MCI.
       Beginning January 1, 2003 we have billed this customer directly for
       services provided. Revenues earned from MCI net of amounts earned from
       the third party obligor were approximately $73,637,000 for the year ended
       December 31, 2002. As a percentage of total revenues, MCI revenues, net
       of amounts earned from the third party obligor, totaled 19.2%, 21.0% and
       20.0% for the years ended December 31, 2004, 2003 and 2002, respectively.

       On July 21, 2002 MCI and substantially all of its active United States
       subsidiaries filed voluntary petitions for reorganization under Chapter
       11 of the United States Bankruptcy Code in the United States Bankruptcy
       Court. On July 22, 2003, the United States Bankruptcy Court approved a
       settlement agreement for pre-petition amounts owed to us by MCI and
       affirmed all of our existing contracts with MCI. MCI emerged from
       bankruptcy protection on April 20, 2004. The remaining pre-petition
       accounts

                                      150                            (Continued)
<PAGE>
                           GENERAL COMMUNICATION, INC.
                   Notes to Consolidated Financial Statements

       receivable balance owed by MCI to us after this settlement was $11.1
       million ("MCI credit") which we have used and will continue to use as a
       credit against amounts payable for services purchased from MCI.

       After settlement, we began reducing the MCI credit as we utilized it for
       services otherwise payable to MCI. We have accounted for our use of the
       MCI credit as a gain contingency, and, accordingly, are recognizing a
       reduction of bad debt expense as services are provided by MCI and the
       credit is realized. During the years ended December 31, 2004 and 2003 we
       realized approximately $4.2 million and $2.8 million, respectively, of
       the MCI credit against amounts payable for services received from MCI.
       During the year ended December 31, 2002 we recorded bad debt expense of
       approximately $11.0 million associated with MCI's bankruptcy.

       The remaining unused MCI credit totaled $3.7 million and $7.9 million at
       December 31, 2004 and 2003, respectively. The credit balance is not
       recorded on the Consolidated Balance Sheet as we are recognizing recovery
       of bad debt expense as the credit is realized.

(13)   Financial Instruments

       Fair Value of Financial Instruments
       The fair value of a financial instrument is the amount at which the
       instrument could be exchanged in a current transaction between willing
       parties. At December 31, 2004 and 2003 the fair values of cash and cash
       equivalents, net receivables, current portion of notes receivable from
       related parties, current maturities of capital lease obligations and
       long-term debt, accounts payable, accrued payroll and payroll related
       obligations, accrued interest, accrued liabilities, and subscriber
       deposits approximate their carrying value due to the short-term nature of
       these financial instruments. We expect our Series B preferred stock to be
       fully redeemed by December 31, 2005 therefore the fair value approximates
       the carrying value at December 31, 2004. The carrying amounts and
       estimated fair values of our financial instruments at December 31, 2004
       and 2003 follows (amounts in thousands):
<TABLE>
<CAPTION>
                                                                              2004                          2003
                                                                ------------------------------ -----------------------------
                                                                     Carrying       Fair          Carrying        Fair
                                                                      Amount        Value          Amount         Value
                                                                ------------------------------ -----------------------------
          <S>                                                  <C>                 <C>             <C>           <C>
          Notes receivable with related parties                $        3,345        3,345           3,443         3,443
          Long-term debt and capital lease obligations         $      470,391      474,422         384,636       401,987
          Cash flow hedge liability                            $          ---          ---             515           515
          Other liabilities                                    $        8,108        8,108           5,931         5,931
</TABLE>
       The following methods and assumptions were used to estimate fair values:

           Notes receivable from related parties: Substantially all of the
           carrying value of the long-term portion of notes receivable from
           related parties is estimated to approximate fair value because these
           instruments are subject to variable interest rates.

           Long-term debt and capital lease obligations: The fair value of our
           Senior Notes is estimated based on the quoted market price for the
           same issue. The fair value of our Senior Credit Facility and
           obligations under capital leases is estimated to approximate the
           carrying value because these instruments are subject to variable
           interest rates.

           Other Liabilities: Deferred compensation liabilities have no defined
           maturity dates therefore the fair value is the amount payable on
           demand as of the balance sheet date. Asset retirement obligations

                                      151                            (Continued)
<PAGE>
                           GENERAL COMMUNICATION, INC.
                   Notes to Consolidated Financial Statements

           are recorded at their fair value and, over time, the liability is
           accreted to its present value each period.

       Derivative Instruments and Hedging Activities
       Effective January 3, 2001, we entered into an interest rate swap
       agreement to convert $50 million of 9.75% fixed rate debt to a variable
       interest rate equal to the 90 day LIBOR rate plus 334 basis points. This
       interest rate swap was cancelled by the counterparty on August 1, 2002.
       The differential paid to us was recorded as a decrease in Interest
       Expense in the Consolidated Statements of Operations in the period in
       which it was recognized. During the year ended December 31, 2002 we
       recognized approximately $1.2 million as a reduction of interest expense.

       Effective September 21, 2001, we entered into an interest rate swap
       agreement to convert $25.0 million of variable interest rate debt equal
       to the 90 day LIBOR rate plus 334 basis points to 3.98% fixed rate debt
       plus applicable margins. Terms of the interest rate swap mirror the
       underlying variable rate debt, except the interest rate swap terminated
       on September 21, 2004. We entered into the transaction to help insulate
       us from future increases in interest rates. Under SFAS No. 133, the
       interest rate swap was accounted for as a cash flow hedge. The change in
       the fair value of the interest rate swap net of income taxes was recorded
       as an increase or decrease in Accumulated Other Comprehensive Loss in the
       Consolidated Statements of Stockholders' Equity. The associated cost was
       recognized in Interest Expense in the Consolidated Statements of
       Operations. During the years ended December 31, 2004, 2003 and 2002 we
       recognized approximately $526,000, $681,000 and $555,000, respectively,
       in incremental interest expense resulting from this transaction.

(14)   Related Party Transactions

       MCI
       MCI was a related party through December 7, 2004 and during the years
       ended December 31, 2003 and 2002. In December 2004 we repurchased from
       MCI 3,751,509 shares of our Class A common stock after which MCI no
       longer qualifies as a related party. We earned revenues from MCI, net of
       discounts, of approximately $81,741,000, $81,996,000 and $84,641,000 for
       the years ended December 31, 2004, 2003 and 2002, respectively. Revenues
       earned from MCI include approximately $11,004,000 for the year ended
       December 31, 2002 earned from a certain MCI customer who considered
       itself to be a third party obligor that was ultimately liable for
       services provided by GCI to the third party under a contract that had
       been assigned to MCI. Beginning January 1, 2003 we have billed this
       customer directly for services provided. Revenues earned from MCI net of
       amounts earned from the third party obligor were approximately
       $73,637,000 for the year ended December 31, 2002. As a percentage of
       total revenues, MCI revenues, net of amounts earned from the third party
       obligor, totaled 19.2%, 21.0% and 20.0% for the years ended December 31,
       2004, 2003 and 2002, respectively.

       Amounts receivable, net of accounts payable, from MCI totaled $25,585,000
       at December 31, 2003. We paid MCI to distribute our traffic in the
       contiguous 48 states and Hawaii approximately $4,174,000, $4,570,000 and
       $4,911,000 for the years ended December 31, 2004, 2003 and 2002,
       respectively.

       Other
       We entered into a long-term capital lease agreement in 1991 with the wife
       of our President and CEO for property occupied by us. The leased asset
       was capitalized in 1991 at the owner's cost of $900,000 and the related
       obligation was recorded in the accompanying financial statements. The
       lease agreement was amended in September 2002. The amended lease
       terminates on September 30, 2011. Through September 30, 2003 our monthly
       payment was $20,000, increasing to $20,860 per month October 1, 2003
       through September 30, 2006 and increasing to $21,532 per month October 1,
       2006 through September 30, 2011. Since the property was not sold prior to
       the tenth year of the lease, the owner was required to pay us the greater
       of one-half of the appreciated value of the property over $900,000,

                                      152                            (Continued)
<PAGE>
                           GENERAL COMMUNICATION, INC.
                   Notes to Consolidated Financial Statements

       or $500,000. Accordingly, we received a $500,000 payment in 2002. The
       owner paid us $135,000 in 2002 as additional consideration for the
       execution of the September 2002 amendment.

       In January 2001 we entered into an aircraft operating lease agreement
       with a company owned by our President and CEO. The lease was amended
       effective January 1, 2002. The lease is month-to-month and may be
       terminated at any time upon one hundred and twenty days written notice.
       The monthly lease rate is $50,000. Upon signing the lease, the lessor was
       granted an option to purchase 250,000 shares of GCI Class A common stock
       at $6.50 per share, all of which are exercisable. We paid a deposit of
       $1.5 million in connection with the lease. The deposit will be repaid to
       us upon the earlier of six months after the agreement terminates, or nine
       months after the date of a termination notice. The lessor may sell to us
       the stock arising from the exercise of the stock option or surrender the
       right to purchase all or a portion of the stock option to repay the
       deposit, if allowed by our debt and preferred stock instrument in effect
       at such time.

(15)   Commitments and Contingencies

       Leases
       Operating Leases as Lessee. We lease business offices, have entered into
       site lease agreements and use satellite transponder capacity and certain
       equipment pursuant to operating lease arrangements. Rental costs,
       including immaterial amounts of contingent rent expense, under such
       arrangements amounted to approximately $18,146,000, $15,899,000 and
       $13,795,000 for the years ended December 31, 2004, 2003 and 2002,
       respectively.

       Satellite Transponder Capacity Capital Lease
       We lease satellite transponder capacity through a capital lease
       arrangement with a leasing company. The capital lease was entered into in
       March 2000. The effective term of the lease is nine years from the
       closing date, the lease matures through March 2009 and a final payment of
       $16.1 million is due March 31, 2009. The interest rate is Libor plus
       3.25%. The lease is subordinate to our new Senior Notes and new Senior
       Credit Facility. The capital lease includes certain covenants requiring
       maintenance of specific levels of operating cash flow to indebtedness and
       limitations on additional indebtedness. We were in compliance with all
       covenants during the year ending December 31, 2004.

       We began operating the satellite transponders on April 1, 2000. The
       satellite transponders are recorded at a cost of $48.0 million and are
       being depreciated over twelve years. We have financed $38.7 million and
       $43.5 million under this capital lease at December 31, 2004 and 2003,
       respectively.

       We entered into a long-term capital lease agreement in 1991 with the wife
       of our President and CEO for property occupied by us as further described
       in note 14.

                                      153                            (Continued)
<PAGE>
                           GENERAL COMMUNICATION, INC.
                   Notes to Consolidated Financial Statements

       A summary of future minimum lease payments for all leases follows
       (amounts in thousands):
<TABLE>
<CAPTION>
           Years ending December 31:                                           Operating      Capital
                                                                              ------------ -------------
             <S>                                                             <C>              <C>
             2005                                                            $   14,564         9,461
             2006                                                                11,676         9,232
             2007                                                                 9,404         8,617
             2008                                                                 8,362         7,706
             2009                                                                 6,708        18,092
             2010 and thereafter                                                 22,057           452
                                                                              ------------ -------------
               Total minimum lease payments                                  $   72,771        53,560
                                                                              ============
               Less amount representing interest                                              (13,899)
               Less current maturities of obligations under capital
                 leases                                                                        (6,239)
                                                                                           -------------
               Subtotal - long-term obligations under capital leases                           33,422
               Less long-term obligations under capital leases due to
                 related party, excluding current maturities                                     (672)
                                                                                           -------------
                   Long-term obligations under capital leases, excluding
                      related party, excluding current maturities                         $    32,750
                                                                                           =============
</TABLE>
       The leases generally provide that we pay the taxes, insurance and
       maintenance expenses related to the leased assets. Several of our leases
       include renewal options, escalation clauses and immaterial amounts of
       contingent rent expense. We have no leases that include rent holidays. We
       expect that in the normal course of business leases that expire will be
       renewed or replaced by leases on other properties.

       Telecommunication Services Agreements
       We lease a portion of our 800-mile fiber optic system capacity that
       extends from Prudhoe Bay to Valdez via Fairbanks, and provide management
       and maintenance services for this capacity to a customer. In December
       2001 we signed a letter of agreement with our customer in which we
       agreed, amongst other things, to upgrade the 800-mile fiber optic system,
       install multiple earth stations, and potentially provide other services.
       We completed the projects outlined in the letter of agreement and our
       work was accepted by the customer in 2004. The contract was amended in
       2004 consistent with the terms of the letter of agreement. The
       telecommunications service agreement is for fifteen years and may be
       extended for up to two successive three-year periods and, upon expiration
       of the extensions, one additional year. The agreement may be canceled by
       either party with 180 days written notice.

       We lease a portion of our AULP East fiber optic system capacity to a
       customer. The lease agreement is for five years and may be extended on a
       month-to-month basis following the expiration of the initial term in June
       2009.

                                      154                            (Continued)
<PAGE>
                           GENERAL COMMUNICATION, INC.
                   Notes to Consolidated Financial Statements

       A summary of minimum future service revenues, assuming the agreement for
       a portion of our 800-mile fiber optic system capacity is not terminated
       pursuant to contract provisions, follows (amounts in thousands):

          Years ending December 31,
            2005                                        $   18,360
            2006                                            18,360
            2007                                            18,360
            2008                                            18,360
            2009                                            15,780
            2010 and thereafter                             85,276
                                                         -----------
              Total minimum future service revenues     $  174,496
                                                         ===========

       Letters of Credit
       We have letters of credit totaling $4,750,000 as follows:

           o    $3.0 million of the new Senior Credit Facility has been used to
                provide a letter of credit to secure payment of certain access
                charges associated with our provision of telecommunications
                services within the State of Alaska,
           o    $1.5 million of the new Senior Credit Facility has been used to
                provide a letter of credit in lieu of a deposit for the
                self-insured portion of our workers compensation insurance,
           o    $150,000 of the new Senior Credit Facility has been used to
                provide a letter of credit to secure general liability
                insurance, and
           o    $100,000 of the new Senior Credit Facility has been used to
                provide a letter of credit to secure right of way access.

       Digital Local Phone Service ("DLPS") Equipment Purchase Commitment
       To ensure the necessary equipment is available to us to provision DLPS
       service delivery, we have entered into an agreement to purchase a certain
       number of outdoor, network powered multi-media adapters. During the year
       ended December 31, 2004 we purchased adapters totaling $6.0 million
       pursuant to our commitment. The agreement has a remaining outstanding
       commitment at December 31, 2004 of $13.5 million of which approximately
       $5.5 million and $8.0 million will be paid during the years ended
       December 31, 2005 and 2006, respectively.

       Alaska Airline Miles Agreement
       In August 2003 we entered into an agreement with Alaska Airlines, Inc.
       ("Alaska Airlines") to offer our residential and business customers who
       make qualifying purchases from us the opportunity to accrue mileage
       awards in the Alaska Airlines Mileage Plan. The agreement was amended in
       October 2004. The agreement as amended requires the purchase of Alaska
       Airlines miles during the year ended December 31, 2004 and in future
       years. The agreement has a remaining commitment at December 31, 2004
       totaling approximately $13.9 million.

       Deferred Compensation Plan
       During 1995, we adopted a non-qualified, unfunded deferred compensation
       plan to provide a means by which certain employees may elect to defer
       receipt of designated percentages or amounts of their compensation and to
       provide a means for certain other deferrals of compensation. We may
       contribute matching deferrals at a rate selected by us. Participants
       immediately vest in all elective deferrals and all income and gain
       attributable thereto. Matching contributions and all income and gain
       attributable thereto vest over a six-year period. Participants may elect
       to be paid in either a single lump sum payment or annual installments
       over a period not to exceed 10 years. Vested balances are payable upon
       termination of employment, unforeseen emergencies, death and total
       disability. Participants are general creditors of us with respect to
       deferred compensation plan benefits. Compensation deferred

                                      155                            (Continued)
<PAGE>
                           GENERAL COMMUNICATION, INC.
                   Notes to Consolidated Financial Statements

       pursuant to the plan totaled approximately $37,000, $0 and $82,000 for
       the years ended December 31, 2004, 2003 and 2002, respectively.

       Performance Based Incentive Compensation Plan
       During 2003 we adopted a non-qualified, performance based incentive
       compensation plan. The incentive compensation plan provides additional
       compensation to certain officers and key employees based upon the
       Company's achievement of specified financial performance goals. The
       Compensation Committee of the Board of Directors establishes goals on
       which executive officers are compensated, and management establishes the
       goals for other covered employees. Awards may be payable in cash or GCI's
       Class A common stock. Under this plan we recognized expenses of $673,000
       and $672,000 during the years ended December 31, 2004 and 2003,
       respectively.

       Guaranteed Service Levels
       Certain customers have guaranteed levels of service with varying terms.
       In the event we are unable to provide the minimum service levels we may
       incur penalties or issue credits to customers.

       Self-Insurance
       We are self-insured for losses and liabilities related primarily to
       health and welfare claims up to $150,000 per incident and $1.0 million
       per lifetime per beneficiary above which third party insurance applies. A
       reserve of $2.0 million and $1.7 million was recorded at December 31,
       2004 and 2003, respectively, to cover estimated reported losses,
       estimated unreported losses based on past experience modified for current
       trends, and estimated expenses for investigating and settling claims.
       Beginning January 1, 2003, we were self-insured for losses and
       liabilities related to workers' compensation claims up to $500,000 and
       $250,000 during the years ended December 31, 2004 and 2003, respectively,
       above which third party insurance applies. A reserve of $122,000 and
       $141,000 was recorded at December 31, 2004 and 2003, respectively, to
       cover estimated reported losses and estimated expenses for investigating
       and settling claims. Actual losses will vary from the recorded reserves.
       While we use what we believe is pertinent information and factors in
       determining the amount of reserves, future additions to the reserves may
       be necessary due to changes in the information and factors used.

       We are self-insured for damage or loss to certain of our transmission
       facilities, including our buried, under sea, and above-ground
       transmission lines. If we become subject to substantial uninsured
       liabilities due to damage or loss to such facilities, our financial
       position, results of operations or liquidity may be adversely affected.

       Anchorage Unbundled Network Elements ("UNEs") Arbitration
       On June 25, 2004 the Regulatory Commission of Alaska ("RCA") issued an
       order in our arbitration with Alaska Communications Systems Group, Inc.
       ("ACS") to revise the rates, terms, and conditions that govern access to
       UNEs in the Anchorage market. The RCA's ruling set rates for numerous
       elements of ACS' network, the most significant being the lease rate for
       local loops. The order initially increased the loop rate from $14.92 to
       $19.15 per loop per month. We immediately filed a petition for
       reconsideration with the RCA to correct computational errors and raise
       other issues. On August 20, 2004, the RCA ruled on the petition and
       retroactively lowered the loop rate to $18.64 per month. We estimate the
       ruling will increase our local access services segment Cost of Goods Sold
       by as much as approximately $4.0 million during the year ended December
       31, 2005. In January 2005 GCI appealed the RCA ruling to the Federal
       Circuit Court arguing that the pricing and methodology used by ACS and
       approved by the RCA was flawed and in violation of federal law. We cannot
       predict at this time the outcome of the lawsuit.

                                      156                            (Continued)
<PAGE>
                           GENERAL COMMUNICATION, INC.
                   Notes to Consolidated Financial Statements

       Rural Exemption
       ACS, through subsidiary companies, provides local services in Fairbanks
       and Juneau, Alaska. These ACS subsidiaries were classified as Rural
       Telephone Companies under the 1996 Telecom Act, which entitled them to an
       exemption of certain material interconnection terms of the 1996 Telecom
       Act, until and unless such "rural exemption" were examined and
       discontinued by the RCA. An April 2004 proceeding to decide the matter of
       rural exemption was canceled upon our and ACS' joint settlement. The
       settlement agreement includes the following terms, among others:

           o    ACS relinquishes all claims to exemptions from full local
                telephone competition in Fairbanks and Juneau,
           o    New rates for unbundled loops in Fairbanks and Juneau began on
                January 1, 2005. We estimate the agreed upon rates will increase
                our local services segment cost of sales and service
                approximately $600,000 to $700,000 during the year ended
                December 31, 2005,
           o    Extension of existing interconnection agreements between ACS and
                us for Fairbanks and Juneau until January 1, 2008, and
           o    Resolution of UNE leasing issues for the Fairbanks and Juneau
                markets.

       Cable Service Rate Reregulation
       Federal law permits regulation of basic cable programming services rates.
       However, Alaska law provides that cable television service is exempt from
       regulation by the RCA unless 25% of a system's subscribers request such
       regulation by filing a petition with the RCA. At December 31, 2004, only
       the Juneau system is subject to RCA regulation of its basic service
       rates. No petition requesting regulation has been filed for any other
       system. (The Juneau system serves 7.3% of our total basic service
       subscribers at December 31, 2004.) A cable rate increase in the Juneau
       system effective February 1, 2003, did not affect basic programming
       service and therefore did not require RCA approval.

       Litigation and Disputes
       We are routinely involved in various lawsuits, billing disputes, legal
       proceedings and regulatory matters that have arisen in the normal course
       of business.

(16)   Subsequent Events

       Acquisition of Barrow Cable TV, Inc. Assets
       On February 1, 2005 we acquired all of the assets of Barrow Cable TV,
       Inc. ("BCTV") for approximately $1.6 million. We expect the BCTV asset
       purchase to result in additional subscribers totaling approximately 950
       and additional homes passed totaling approximately 1,600.

                                      157                            (Continued)
<PAGE>
                           GENERAL COMMUNICATION, INC.
                   Notes to Consolidated Financial Statements

       Intrastate Access Refund
       On May 15, 2003, AT&T filed a petition with the FCC requesting a
       declaratory ruling that intrastate access charges do not apply to certain
       of its calling card offerings. When AT&T Alascom, a subsidiary of AT&T,
       characterized calling card calls that originate and terminate in Alaska
       as interstate, they shifted certain intrastate access charges payable to
       Alaska LECs to us. In a proceeding before the RCA, the RCA had already
       declared this AT&T Alascom practice to be improper. After AT&T petitioned
       the FCC, the RCA stayed AT&T Alascom's obligations to make back payments
       for the period prior to April, 2004, but ordered AT&T Alascom to pay on
       an ongoing basis from April 1, 2004. On February 23, 2005, the FCC also
       ruled against AT&T, consistent with the RCA's prior findings. With this
       ruling, we can now seek to collect refunds for the intrastate access
       charge amounts that AT&T Alascom unlawfully shifted to us prior to April
       1, 2004. We have not completed our calculations of the amounts due to us
       and cannot predict at this time the ultimate amount to be refunded
       pursuant to this gain contingency, however it could be material to our
       results of operations, financial position and cash flows.

       Amended Related Party Lease
       On February 25, 2005 we amended the aircraft operating lease agreement
       with a company owned by our President and CEO. The lease was amended to
       accommodate the lessor's purchase of a replacement aircraft. The
       amendment increases the monthly lease rate from $50,000 to $75,000 upon
       the earlier of the sale of the aircraft covered by the original lease
       agreement or May 25, 2005. Prior to the sale of the aircraft covered by
       the original lease agreement or May 25, 2005 we pay a monthly lease rate
       of $125,000. Other terms of the lease were not changed.

                                      158
<PAGE>
Item 15(b).  Exhibits

       Listed below are the exhibits that are filed as a part of this Report
       (according to the number assigned to them in Item 601 of Regulation S-K):
<TABLE>
<CAPTION>
         Exhibit No.                                                 Description
      --------------------------------------------------------------------------------------------------------------------------
          <S>              <C>
          3.1              Restated Articles of Incorporation of the Company dated December 18, 2000 (30)
          3.2              Amended and Restated Bylaws of the Company dated January 28, 2000 (28)
          10.3             Westin Building Lease (5)
          10.4             Duncan and Hughes Deferred Bonus Agreements (6)
          10.5             Compensation Agreement between General Communication, Inc. and William C. Behnke dated January 1,
                              1997 (19)
          10.6             Order approving Application for a Certificate of Public Convenience and Necessity to operate as a
                              Telecommunications (Intrastate Interexchange Carrier) Public Utility within Alaska (3)
          10.7             1986 Stock Option Plan, as amended (21)
          10.13            MCI Carrier Agreement between MCI Telecommunications Corporation and General Communication, Inc.
                              dated January 1, 1993 (8)
          10.14            Contract for Alaska Access Services Agreement between MCI Telecommunications Corporation and
                              General Communication, Inc. dated January 1, 1993 (8)
          10.15            Promissory Note Agreement between General Communication, Inc. and Ronald A. Duncan, dated August
                              13, 1993 (9)
          10.16            Deferred Compensation Agreement between General Communication, Inc. and Ronald A. Duncan, dated
                              August 13, 1993 (9)
          10.17            Pledge Agreement between General Communication, Inc. and Ronald A. Duncan, dated August 13, 1993
                              (9)
          10.19            Summary Plan Description pertaining to Qualified Employee Stock Purchase Plan of General
                              Communication, Inc., as amended and restated January 1, 2003 (37)
          10.20            The GCI Special Non-Qualified Deferred Compensation Plan (11)
          10.21            Transponder Purchase Agreement for Galaxy X between Hughes Communications Galaxy, Inc. and GCI
                              Communication Corp. (11)
          10.25            Licenses: (5)
          10.25.1             214 Authorization
          10.25.2             International Resale Authorization
          10.25.3             Digital Electronic Message Service Authorization
          10.25.4             Fairbanks Earth Station License
          10.25.5             Fairbanks (Esro) Construction Permit for P-T-P Microwave Service
          10.25.6             Fairbanks (Polaris) Construction Permit for P-T-P Microwave Service
          10.25.7             Anchorage Earth Station Construction Permit
          10.25.8             License for Eagle River P-T-P Microwave Service
          10.25.9             License for Juneau Earth Station
          10.25.10            Issaquah Earth Station Construction Permit
          10.26            ATU Interconnection Agreement between GCI Communication Corp. and Municipality of Anchorage,
                              executed January 15, 1997 (18)
          10.29            Asset Purchase Agreement, dated April 15, 1996, among General Communication, Inc., ACNFI, ACNJI
                              and ACNKSI (12)
          10.30            Asset Purchase Agreement, dated May 10, 1996, among General Communication, Inc., and Alaska
                              Cablevision, Inc. (12)
          10.31            Asset Purchase Agreement, dated May 10, 1996, among General Communication, Inc., and McCaw/Rock
                              Homer Cable System, J.V. (12)
          10.32            Asset Purchase Agreement, dated May 10, 1996, between General Communication, Inc., and McCaw/Rock
                              Seward Cable System, J.V. (12)
          10.33            Amendment No. 1 to Securities Purchase and Sale Agreement, dated October 31, 1996, among General
                              Communication, Inc., and the Prime Sellers Agent (13)
          10.34            First Amendment to Asset Purchase Agreement, dated October 30, 1996, among
</TABLE>
                                      159                            (Continued)
<PAGE>
<TABLE>
<CAPTION>
         Exhibit No.                                                 Description
      --------------------------------------------------------------------------------------------------------------------------
          <S>              <C>
                              General Communication, Inc., ACNFI, ACNJI and ACNKSI (13)
          10.36            Order Approving Arbitrated Interconnection Agreement as Resolved and Modified by Order U-96-89(8)
                              dated January 14, 1997 (18)
          10.37            Amendment to the MCI Carrier Agreement executed April 20, 1994 (18)
          10.38            Amendment No. 1 to MCI Carrier Agreement executed July 26, 1994 (16)
          10.39            MCI Carrier Addendum--MCI 800 DAL Service effective February 1, 1994 (16)
          10.40            Third Amendment to MCI Carrier Agreement dated as of October 1, 1994 (16)
          10.41            Fourth Amendment to MCI Carrier Agreement dated as of September 25, 1995 (16)
          10.42            Fifth Amendment to the MCI Carrier Agreement executed April 19, 1996 (18)
          10.43            Sixth Amendment to MCI Carrier Agreement dated as of March 1, 1996 (16)
          10.44            Seventh Amendment to MCI Carrier Agreement dated November 27, 1996 (20)
          10.45            First Amendment to Contract for Alaska Access Services between General Communication, Inc. and
                              MCI Telecommunications Corporation dated April 1, 1996 (20)
          10.46            Service Mark License Agreement between MCI Communications Corporation and General
                              Communication, Inc. dated April 13, 1994 (19)
          10.47            Radio Station Authorization (Personal Communications Service License), Issue Date June 23,
                              1995 (19)
          10.50            Contract No. 92MR067A Telecommunications Services between BP Exploration (Alaska), Inc. and
                              GCI Network Systems dated April 1, 1992 (20)
          10.51            Amendment No. 03 to BP Exploration (Alaska) Inc. Contract No. 92MRO67A effective August 1,
                              1996 (20)
          10.52            Lease Agreement dated September 30, 1991 between RDB Company and General Communication, Inc.
                              (3)
          10.54            Order Approving Transfer Upon Closing, Subject to Conditions, and Requiring Filings dated
                              September 23, 1996 (19)
          10.55            Order Granting Extension of Time and Clarifying Order dated October 21, 1996 (19)
          10.58            Employment and Deferred Compensation Agreement between General Communication, Inc. and John
                              M. Lowber dated July 1992 (19)
          10.59            Deferred Compensation Agreement between GCI Communication Corp. and Dana L. Tindall dated
                              August 15, 1994 (19)
          10.60            Transponder Lease Agreement between General Communication Incorporated and Hughes Communications
                              Satellite Services, Inc., executed August 8, 1989 (9)
          10.61            Addendum to Galaxy X Transponder Purchase Agreement between GCI Communication Corp. and
                              Hughes Communications Galaxy, Inc. dated August 24, 1995 (19)
          10.62            Order Approving Application, Subject to Conditions; Requiring Filing; and Approving Proposed
                              Tariff on an Inception Basis, dated February 4, 1997 (19)
          10.66            Supply Contract Between Submarine Systems International Ltd. And GCI Communication Corp.
                              dated as of July 11, 1997. (23)
          10.67            Supply Contract Between Tyco Submarine Systems Ltd. And Alaska United Fiber System Partnership
                              Contract Variation No. 1 dated as of December 1, 1997. (23)
          10.71            Third Amendment to Contract for Alaska Access Services between General Communication, Inc.
                              and MCI Telecommunications Corporation dated February 27, 1998 (25)
          10.77            General Communication, Inc. Preferred Stock Purchase Agreement (26)
          10.78            Qualified Employee Stock Purchase Plan of General Communication, Inc., as amended and restated January
                              01, 2003  (37)
          10.79            Statement of Stock Designation (Series B) (26)
          10.80            Fourth Amendment to Contract for Alaska Access Services between General Communication, Inc.
                              and its wholly owned subsidiary GCI Communication Corp., and MCI WorldCom. (27)
          10.82            Lease Intended for Security between GCI Satellite Co., Inc. and General Electric Capital
                              Corporation (29)

</TABLE>
                                      160                            (Continued)
<PAGE>
<TABLE>
<CAPTION>
         Exhibit No.                                                 Description
      --------------------------------------------------------------------------------------------------------------------------
          <S>              <C>
          10.89            Fifth Amendment to Contract for Alaska Access Services between General Communication, Inc.
                              and its wholly owned subsidiary GCI Communication Corp., and MCI WorldCom Network
                              Services, Inc., formerly known as MCI Telecommunications Corporation dated August 7, 2000
                              # (31)
          10.90            Sixth Amendment to Contract for Alaska Access Services between General Communication, Inc.
                              and its wholly owned subsidiary GCI Communication Corp., and MCI WorldCom Network
                              Services, Inc., formerly known as MCI Telecommunications Corporation dated February 14,
                              2001 # (31)
          10.91            Seventh Amendment to Contract for Alaska Access Services between General Communication,
                              Inc. and its wholly owned subsidiary GCI Communication Corp., and MCI WorldCom Network
                              Services, Inc., formerly known as MCI Telecommunications Corporation dated March 8, 2001
                              # (31)
          10.99            Statement of Stock Designation (Series C) (34)
          10.100           Contract for Alaska Access Services between Sprint Communications Company L.P. and General
                              Communication, Inc. and its wholly owned subsidiary GCI Communication Corp. dated March
                              12, 2002 # (35)
          10.101           Credit, Guaranty, Security and Pledge Agreement between GCI Holdings, Inc. and Credit
                              Lyonnais New York Branch as Administrative Agent, Issuing Bank, Co-Bookrunner and
                              Co-Arranger, General Electric Capital Corporation as Documentation Agent, Co-Arranger and
                              Co-Bookrunner and CIT Lending Services Corporation as Syndication Agent, dated as of
                              November 1, 2002. (36)
          10.102           First Amendment to Lease Agreement dated as of September 2002 between RDB Company and GCI
                              Communication Corp. as successor in interest to General Communication, Inc. (37)
          10.103           Agreement and plan of merger of GCI American Cablesystems, Inc. a Delaware corporation and
                              GCI Cablesystems of Alaska, Inc. an Alaska corporation each with and into GCI Cable, Inc.
                              an Alaska corporation, adopted as of December 10, 2002  (37)
          10.104           Articles of merger between GCI Cablesystems of Alaska, Inc. and GCI Cable, Inc., adopted as
                              of December 10, 2002  (37)
          10.105           Aircraft lease agreement between GCI Communication Corp., and Alaska corporation and 560
                              Company, Inc., an Alaska corporation, dated as of January 22, 2001 (37)
          10.106           First amendment to aircraft lease agreement between GCI Communication Corp., and Alaska
                              corporation and 560 Company, Inc., an Alaska corporation, dated as of February 8, 2002
                              (37)
          10.107           Amendment No. 1 to Credit, Guaranty, Security and Pledge Agreement between GCI Holdings,
                              Inc. and Credit Lyonnais New York Branch as Administrative Agent, Issuing Bank,
                              Co-Bookrunner and Co-Arranger, General Electric Capital Corporation as Documentation
                              Agent, Co-Arranger and Co-Bookrunner and CIT Lending Services Corporation as Syndication
                              Agent, dated as of November 1, 2002 (38)
          10.108           Bonus Agreement between General Communication, Inc. and Wilson Hughes (39)
          10.109           Eighth Amendment to Contract for Alaska Access Services between General Communication, Inc.
                              and its wholly owned subsidiary GCI Communication Corp., and MCI WorldCom Network
                              Services, Inc. # (39)
          10.110           Settlement and Release Agreement between General Communication, Inc. and WorldCom, Inc. (39)
          10.111           Credit, Guaranty, Security and Pledge Agreement between GCI Holdings, Inc. and Credit
                              Lyonnais New York Branch as Administrative Agent,
                              Issuing Bank, Co-Bookrunner and Co-Arranger,
                              General Electric Capital Corporation as
                              Documentation Agent, Co-Arranger and Co-Bookrunner
                              and CIT Lending Services Corporation as
                              Syndication Agent, dated as of October 30, 2003
                              (40)
          10.112           Waiver letter agreement dated as of February 13, 2004 for Credit, Guaranty,

</TABLE>
                                      161                            (Continued)
<PAGE>
<TABLE>
<CAPTION>
         Exhibit No.                                                 Description
      --------------------------------------------------------------------------------------------------------------------------
          <S>              <C>
                              Security and Pledge Agreement  (41)
          10.113           Indenture dated as of February 17, 2004 between GCI, Inc. and The Bank of New York, as
                              trustee  (41)
          10.114           Registration Rights Agreement dated as of February 17, 2004, among GCI, Inc.,  and Deutsche
                              Bank Securities Inc., Jefferies & Company, Inc., Credit Lyonnais Securities (USA), Inc.,
                              Blaylock & Partners, L.P., Ferris, Baker Watts, Incorporated, and TD Securities (USA),
                              Inc., as Initial Purchasers  (41)
          10.115           Amended and Restated 1986 Stock Option Plan of General Communication, Inc. as of June 7,
                              2002 (filed as an exhibit to the Company's Proxy Statement dated April 30, 2004) (44)
          10.116           Audit Committee Charter (filed as Appendix I to the Company's Proxy Statement dated April
                              30, 2004) (42)
          10.117           Nominating and Corporate Governance Committee Charter (42)
          10.119           Amendment No. 1 dated February 2, 2004 to the Credit, Guaranty, Security and Pledge
                              Agreement between GCI Holdings, Inc. and Credit Lyonnais New York Branch as
                              administrative agent for the Lenders, issuing bank, co-bookrunner and co-arranger (the
                              "Administrative Agent"), General Electric Capital Corporation as documentation agent,
                              co-arranger and co-bookrunner and CIT Lending Services Corporation as Syndication Agent
                              (43)
          10.120           Amendment No. 2 dated May 21, 2004 to the Credit, Guaranty, Security and Pledge Agreement
                              between GCI Holdings, Inc. and Calyon New York Branch (successor-in-interest to Credit
                              Lyonnais New York Branch) as administrative agent for the Lenders, issuing bank,
                              co-bookrunner and co-arranger (the "Administrative Agent"), General Electric Capital
                              Corporation as documentation agent, co-arranger and co-bookrunner and CIT Lending Services
                              Corporation as Syndication Agent (43)
          10.121           First amendment to contract for Alaska Access Services between Sprint Communications Company
                              L.P. and General Communication, Inc. and its wholly owned subsidiary GCI Communication
                              Corp. dated July 24, 2002 # (43)
          10.122           Second amendment to contract for Alaska Access Services between Sprint Communications
                              Company L.P. and General Communication, Inc. and its wholly owned subsidiary GCI
                              Communication Corp. dated December 31, 2003 (43)
          10.123           Third amendment to contract for Alaska Access Services between Sprint Communications
                              Company L.P. and General Communication, Inc. and its wholly owned subsidiary GCI
                              Communication Corp. dated February 19, 2004 # (43)
          10.124           Fourth amendment to contract for Alaska Access Services between Sprint Communications
                              Company L.P. and General Communication, Inc. and its wholly owned subsidiary GCI
                              Communication Corp. dated June 30, 2004 # (43)
          10.125           Amendment No. 3 dated November 17, 2004 to the Credit, Guaranty, Security and Pledge
                              Agreement between GCI Holdings, Inc. and Calyon New York Branch (successor-in-interest to
                              Credit Lyonnais New York Branch) as administrative agent for the Lenders, issuing bank,
                              co-bookrunner and co-arranger (the "Administrative Agent"), General Electric Capital
                              Corporation as documentation agent, co-arranger and co-bookrunner and CIT Lending Services
                              Corporation as Syndication Agent *
          14               Code Of Business Conduct and Ethics (originally reported as exhibit 10.118) (42)
          21.1             Subsidiaries of the Registrant  *
          23.1             Consent of KPMG LLP (Independent Public Accountant for Company)  *
          31               Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the
                           Sarbanes-Oxley Act of 2002 *
          32               Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
                           Sarbanes-Oxley Act of 2002 *
          99               Additional Exhibits:
          99.1                The Articles of Incorporation of GCI Communication Corp. (2)

</TABLE>
                                      162                            (Continued)
<PAGE>
<TABLE>
<CAPTION>
         Exhibit No.                                                 Description
      --------------------------------------------------------------------------------------------------------------------------
          <S>              <C>
          99.2                The Bylaws of GCI Communication Corp. (2)
          99.7                The Bylaws of GCI Cable, Inc. (14)
          99.8                The Articles of Incorporation of GCI Cable, Inc. (14)
          99.15               The Bylaws of GCI Holdings, Inc.  (19)
          99.16               The Articles of Incorporation of GCI Holdings, Inc.  (19)
          99.17               The Articles of Incorporation of GCI, Inc.  (18)
          99.18               The Bylaws of GCI, Inc.  (18)
          99.19               The Bylaws of GCI Transport, Inc. (23)
          99.20               The Articles of Incorporation of GCI Transport, Inc. (23)
          99.21               The Bylaws of Fiber Hold Co., Inc. (23)
          99.22               The Articles of Incorporation of Fiber Hold Co., Inc. (23)
          99.23               The Bylaws of GCI Fiber Co., Inc. (23)
          99.24               The Articles of Incorporation of GCI Fiber Co., Inc. (23)
          99.25               The Bylaws of GCI Satellite Co., Inc. (23)
          99.26               The Articles of Incorporation of GCI Satellite Co., Inc. (23)
          99.27               The Partnership Agreement of Alaska United Fiber System (23)
          99.28               The Bylaws of Potter View Development Co., Inc. (32)
          99.29               The Articles of Incorporation of Potter View Development Co., Inc. (32)
          99.30               The Bylaws of GCI American Cablesystems, Inc. (34)
          99.31               The Articles of Incorporation of GCI American Cablesystems, Inc. (34)
          99.32               The Bylaws of GCI Cablesystems of Alaska, Inc. (34)
          99.33               The Articles of Incorporation of GCI Cablesystems of Alaska, Inc. (34)
          99.34               The Bylaws of GCI Fiber Communication, Co., Inc. (34)
          99.35               The Articles of Incorporation of GCI Fiber Communication, Co., Inc. (34)
          99.37               The Articles of Incorporation of Wok 1, Inc.  (38)
          99.38               The Bylaws of Wok 1, Inc.  (38)
          99.39               The Articles of Incorporation of Wok 2, Inc.  (38)
          99.40               The Bylaws of Wok 2, Inc.  (38)
</TABLE>
          -------------------------
             #           Certain information has been redacted from this
                            document which we desire to keep undisclosed.
             *           Filed herewith.

          -------------------------
<TABLE>
<CAPTION>
          Exhibit
         Reference                                   Description
      ------------------------------------------------------------------------------------------------------------------
            <S>          <C>
            2            Incorporated by reference to The Company's Annual Report on Form 10-K for the year ended
                            December 31, 1990
            3            Incorporated by reference to The Company's Annual Report on Form 10-K for the year ended
                            December 31, 1991
            5            Incorporated by reference to The Company's Registration Statement on Form 10  (File No.
                            0-15279), mailed to the Securities and Exchange Commission on December 30, 1986
            6            Incorporated by reference to The Company's Annual Report on Form 10-K for the year ended
                            December 31, 1989.
            8            Incorporated by reference to The Company's Current Report on Form 8-K dated June 4, 1993.
            9            Incorporated by reference to The Company's Annual Report on Form 10-K for the year ended
                            December 31, 1993.
            10           Incorporated by reference to The Company's Annual Report on Form 10-K for the year ended
                            December 31, 1994.
            11           Incorporated by reference to The Company's Annual Report on Form 10-K for the year ended
                            December 31, 1995.

</TABLE>
                                      163                            (Continued)
<PAGE>
<TABLE>
<CAPTION>
          Exhibit
         Reference                                   Description
      ------------------------------------------------------------------------------------------------------------------
            <S>          <C>
            12           Incorporated by reference to The Company's Form S-4 Registration Statement dated October
                            4, 1996.
            13           Incorporated by reference to The Company's Current Report on Form 8-K dated November 13,
                            1996.
            14           Incorporated by reference to The Company's Annual Report on Form 10-K for the year ended
                            December 31, 1996.
            16           Incorporated by reference to The Company's Current Report on Form 8-K dated March 14,
                            1996, filed March 28, 1996.
            18           Incorporated by reference to The Company's Form S-3 Registration Statement (File No.
                            333-28001) dated May 29, 1997.
            19           Incorporated by reference to The Company's Amendment No. 1 to Form S-3/A Registration
                            Statement (File No. 333-28001) dated July 8, 1997.
            20           Incorporated by reference to The Company's Amendment No. 2 to Form S-3/A Registration
                            Statement (File No. 333-28001) dated July 21, 1997.
            21           Incorporated by reference to The Company's Amendment No. 3 to Form S-3/A Registration
                            Statement (File No. 333-28001) dated July 22, 1997.
            23           Incorporated by reference to The Company's Annual Report on Form 10-K for the year ended
                            December 31, 1997.
            24           Incorporated by reference to The Company's Quarterly Report on Form 10-Q for the period
                            ended June 30, 1998.
            25           Incorporated by reference to The Company's Annual Report on Form 10-K for the year ended
                            December 31, 1998.
            26           Incorporated by reference to The Company's Quarterly Report on Form 10-Q for the period
                            ended March 31, 1999.
            27           Incorporated by reference to The Company's Quarterly Report on Form 10-Q for the period
                            ended June 30, 1999.
            28           Incorporated by reference to The Company's Annual Report on Form 10-K for the year ended
                            December 31, 1999.
            29           Incorporated by reference to The Company's Quarterly Report on Form 10-Q for the period
                            ended June 30, 2000.
            30           Incorporated by reference to The Company's Annual Report on Form 10-K for the year ended
                            December 31, 2000.
            31           Incorporated by reference to The Company's Quarterly Report on Form 10-Q for the period
                            ended March 31, 2001.
            32           Incorporated by reference to The Company's Quarterly Report on Form 10-Q for the period
                            ended June 30, 2001.
            33           Incorporated by reference to The Company's Quarterly Report on Form 10-Q for the period
                            ended September 30, 2001.
            34           Incorporated by reference to The Company's Annual Report on Form 10-K for the year ended
                            December 31, 2001.
            35           Incorporated by reference to The Company's Quarterly Report on Form 10-Q for the period
                            ended June 30, 2002.
            36           Incorporated by reference to The Company's Quarterly Report on Form 10-Q for the period
                            ended September 30, 2002.
            37           Incorporated by reference to The Company's Annual Report on Form 10-K for the year ended
                            December 31, 2002.
            38           Incorporated by reference to The Company's Quarterly Report on Form 10-Q for the period
                            ended March 31, 2003.

</TABLE>
                                      164                            (Continued)
<PAGE>
<TABLE>
<CAPTION>
          Exhibit
         Reference                                   Description
      ------------------------------------------------------------------------------------------------------------------
            <S>          <C>
            39           Incorporated by reference to The Company's Quarterly Report on Form 10-Q for the period
                            ended June 30, 2003.
            40           Incorporated by reference to The Company's Quarterly Report on Form 10-Q for the period
                            ended September 30, 2003.
            41           Incorporated by reference to The Company's Annual Report on Form 10-K for the year ended
                            December 31, 2003.
            42           Incorporated by reference to The Company's Quarterly Report on Form 10-Q for the period
                            ended March 31, 2004.
            43           Incorporated by reference to The Company's Quarterly Report on Form 10-Q for the period
                            ended June 30, 2004.
            44           Incorporated by reference to The Company's Annual Definitive Proxy Statement on Form 14A
                            filed on April 30, 2004.
</TABLE>
                                                          165
<PAGE>
                                   SIGNATURES

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

                                          GENERAL COMMUNICATION, INC.

                                          By: /s/
                                              Ronald A. Duncan, President
                                              (Chief Executive Officer)
Date: March 7, 2005

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the date indicated.
<TABLE>
<CAPTION>
              Signature                                        Title                                 Date
-------------------------------------       ------------------------------------------       -------------------
<S>                                         <C>                                              <C>

/s/                                         Chairman of Board and Director                   March 8, 2005
Donne F. Fisher


/s/                                         President and Director                           March 7, 2005
Ronald A. Duncan                            (Principal Executive Officer)


/s/                                         Director                                         March 11, 2005
Stephen M. Brett


                                            Director
Jerry A. Edgerton


                                            Director
William P. Glasgow


/s/                                         Director                                         March 8, 2005
Stephen R. Mooney


/s/                                         Director                                         March 10, 2005
Stephen A. Reinstadtler


/s/                                         Director                                         March 9, 2005
James M. Schneider


/s/                                         Senior Vice President, Chief Financial           March 7, 2005
John M. Lowber                              Officer, Secretary and Treasurer
                                            (Principal Financial Officer)


/s/                                         Vice President, Chief Accounting                 March 7, 2005
Alfred J. Walker                            Officer
                                            (Principal Accounting Officer)
</TABLE>

                                                          166