8-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 1, 2003

Commonwealth Telephone Enterprises, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Pennsylvania
(State or Other Jurisdiction of Incorporation)

0-11053 (Commission File Number)	23-2093008 (IRS Employer Identification No.)
100 CTE Drive Dallas, PA (Address of Principal Executive Offices)	18612-9774 (Zip Code)
(570) 631-2700 (Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)

Item 7. Financial Statements and Exhibits.

     (c) Exhibits

99.1 Text of Press Release of Commonwealth Telephone Enterprises, Inc., dated May 1, 2003.

Item 9. Regulation FD Disclosure

The following information is furnished pursuant to Item 9, "Regulation FD Disclosure" and Item 12, "Disclosure of Results of Operations and Financial Condition." On May 1, 2003, Commonwealth Telephone Enterprises, Inc. issued a press release reporting its 2003 first quarter results. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Commonwealth Telephone Enterprises, Inc.
Date: May 1, 2003	By:	/S/ RAYMOND B. OSTROSKI
		Name:  Raymond B. Ostroski
		Title:    Senior Vice President, General Counsel and Corporate            Secretary

INDEX TO EXHIBITS

Exhibit    No.	Description
99.1	Text of Press Release of Commonwealth Telephone Enterprises, Inc., dated May 1, 2003.

EX-99.1

EXHIBIT 99.1

CTE Investor Relations
100 CTE Drive
Dallas, PA 18612-9774

INVESTOR NEWS

Contact: David G. Weselcouch
Senior Vice President – Investor Relations
and Corporate Communications
(570) 631-2807

CTE Reports 2003 First Quarter Results

CTE Reports Net Income of $28.2 million, Versus $10.7 million in the 2002 First Quarter

CTE Reports Fully Diluted Earnings Per Share of $1.19, Versus $0.45 in the 2002 First Quarter

CTE Reports Consolidated Switched Access Line Growth of 4%, and Consolidated Revenue Growth of 6%

Michael J. Mahoney, CTE president and CEO, will host a conference call and simultaneous webcast at 9:00 a.m. (EDT) this morning. Mr. Mahoney will review CTE’s 2003 first quarter results, and 2003 guidance. The call is expected to last approximately 30 minutes. To access today’s conference call, please call 1-800-491-3127. The conference call passcode is 3376155. The simultaneous webcast can be accessed via the Internet at www.ct-enterprises.com. The conference call will be archived and available for replay for 48 hours following the call. To access the replay, please call 1-888-211-2648, passcode 3376155. The webcast will also be available for replay for 48 hours at www.ct-enterprises.com.

Dallas, PA – May 1, 2003 -- Commonwealth Telephone Enterprises, Inc. (“CTE”) [NASDAQ: CTCO, CTCOB] today announced financial results for the 2003 first quarter. For the 2003 first quarter, CTE reported diluted earnings per share (“EPS”) of $1.19, versus reported diluted EPS of $0.45 in the 2002 first quarter.

CTE Consolidated Results

CTE ended the 2003 first quarter with a total of 468,585 switched access lines installed, reflecting an increase of 19,737 switched access lines installed in the past 12 months, or a growth rate of 4.4%.

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CTE’s consolidated revenues in the 2003 first quarter were $83.2 million, a growth rate of 6.1% versus the 2002 first quarter.

For the 2003 first quarter, CTE reported net income of $28.2 million, versus reported net income of $10.7 million in the 2002 first quarter.

Consolidated capital expenditures (“CAPEX”) were $7.4 million in the 2003 first quarter, versus CAPEX of $9.6 million in the year ago quarter.

The table below sets forth highlights of CTE’s 2003 first quarter consolidated results, versus the 2002 first quarter:

		2003		2002	% Change
		First Quarter		First Quarter	Inc./(Dec.)
Total Access Lines		468,585		448,848	4	%
Revenues	$	83.2M	$	78.4M	6	%
CAPEX	$	7.4M	$	9.6M	(23	%)
Total Debt	$	149.1M	$	213.1M	(30	%)
Reported EPS	$	1.19	$	0.45	164	%

To supplement the reporting of CTE’s consolidated financial information under GAAP (generally accepted accounting principles), CTE will continue to present certain non-GAAP financial measures, including recurring operating results, EBITDA (earnings before interest, taxes, Voluntary Retirement Program, restructuring charges [reversals], depreciation and amortization, other income [expense] and equity in income of unconsolidated entities) and EBITDA margin (EBITDA divided by revenues). A reconciliation of these measures to the most directly comparable GAAP measures is included in the accompanying financial tables, and is also available on CTE’s web site at www.ct-enterprises.com by clicking on Press Releases under the CTE News section. Recurring operating results exclude the one-time cumulative effect of an accounting change in the 2003 first quarter, and the effect of a one-time charge in connection with a Voluntary Retirement Program in the 2002 first quarter. The presentation of recurring operating results enables investors to further evaluate our quarter-over-quarter operating results. Further, CTE management believes that EBITDA and EBITDA margin are meaningful indicators of profitability for capital-intensive businesses such as CTE’s, and they continue to be key valuation metrics in the investment community. Recurring operating results, EBITDA and EBITDA margin are among the primary indicators that CTE management utilizes for planning and operating its business. This supplemental information should not be considered in isolation, or as a substitute for CTE’s consolidated financial information presented under GAAP.

The 2003 first quarter includes a one-time, after-tax gain of $13.2 million, or $0.56 per diluted share, in connection with the previously announced adoption of new accounting rules on asset retirement obligations under SFAS 143 (Statement of Financial Accounting Standards No. 143), which were effective January 1, 2003. Excluding this one-time gain, CTE’s net income was

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$15.0 million, reflecting diluted EPS of $0.63. The 2002 first quarter net income included a one-time, after-tax charge in connection with a Voluntary Retirement Program of $1.4 million, or $0.06 per diluted share. Excluding this one-time charge, CTE’s 2002 first quarter net income was $12.2 million, or $0.51 per diluted share.

“We are off to a very solid start in 2003,” said Michael J. Mahoney, CTE’s president and chief executive officer. “We achieved 6% consolidated revenue growth in the first quarter, which was largely driven by increased high-margin access revenues. This revenue growth, coupled with our ongoing focus on cost control, resulted in 10% consolidated EBITDA growth, and a record 52.1% consolidated EBITDA margin. Our first quarter performance has led us to increase our 2003 recurring diluted EPS guidance to a range of $2.45 to $2.47 per share, from our prior recurring diluted EPS guidance of $2.35 to $2.37.”

The table below sets forth CTE’s 2003 first quarter consolidated EBITDA, EBITDA margin and recurring EPS results, versus the 2002 first quarter:

		2003		2002	% Change
		First Quarter		First Quarter	Inc./(Dec.)
EBITDA	$	43.3M	$	39.3M	10%
EBITDA Margin		52.1%		50.2%	190bps
Debt/EBITDA (Last 12 months)		0.9x		1.5x	(40%)
Recurring EPS	$	0.63	$	0.51	24%

CTE and Level 3 Communications Enter into Recapitalization Agreement

As previously announced, on April 25, 2003, CTE, Level 3 Communications, Inc. (“Level 3 Communications”), and Eldorado Equity Holdings, Inc., an indirect wholly-owned subsidiary of Level 3 Communications, announced that they had entered into a recapitalization agreement that provides for the reclassification and conversion of each outstanding share of CTE Class B Common Stock into 1.09 shares of CTE Common Stock. An independent Special Committee of the CTE Board of Directors approved the recapitalization agreement and the reclassification, and concluded that the transaction is fair to the holders of CTE Common Stock and fair to the holders of CTE Class B Common Stock, other than Level 3 Communications, as to which no determination of fairness was made. At the conclusion of the reclassification, CTE will have only one class of common stock, with each share having one vote in corporate governance matters. As a result of the recapitalization, Level 3 Communications’ CTE voting power will be reduced from 29.3% to 4.6%. The transaction is subject to customary conditions, including shareholder approval and receipt of applicable regulatory approvals.

“Management believes this is a good transaction for CTE and its shareholders,” said Mahoney. “The transaction eliminates our common stock dual class structure, and puts all of our shareholders on equal footing, with voting power commensurate with each respective shareholder’s economic ownership of CTE. Further, the dilution to existing holders of CTE Common Stock is minimal – less than 1% – while the collective voting power of existing holders

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of CTE Common Stock will increase from 41.6% to 90.7%. The transaction also eliminates the possibility that another investor could acquire voting control of CTE by purchasing the Level 3 CTE Class B Share position – which presently represents just over 4% of the economic ownership of CTE, but over 29% of the voting power. I look forward to the support of all of our shareholders as we enact this transaction and improve the ownership structure of CTE going forward.”

Commonwealth Telephone Company (“CT”) Results

CT had a total of 338,003 access lines installed at the end of the 2003 first quarter – a growth rate of 2% versus last year. CT’s residential additional line penetration was 40% at the end of the quarter. CT’s business line growth in the 2003 first quarter was 5% versus the 2002 first quarter.

CT’s 2003 first quarter revenues grew 7% to $52.1 million, versus revenues of $48.6 million in the 2002 first quarter. This solid revenue growth was primarily driven by increased access minutes of use, rate changes in the NECA (National Exchange Carrier Association) average schedule settlement formula that took effect in July 2002, and 8% growth in enhanced services.

CT’s 2003 first quarter EBITDA was $35.0 million, a 12% increase over last year, resulting in a 67% EBITDA margin. This solid EBITDA margin expansion was primarily driven by growth in high-margin access revenues, as well as continued focus on cost control.

CT’s 2003 first quarter CAPEX was $3.2 million versus $5.0 million in the 2002 first quarter.

CTSI, LLC (“CTSI”)

During the 2003 first quarter, CTSI installed 3,933 net access lines, ending the quarter with 130,582 net access lines installed – a growth rate of 13% versus the 2002 first quarter. At the end of the 2003 first quarter, 98% of CTSI’s access lines were “on-switch,” and 52% were “on-net” (defined as 100% on CTSI’s owned network). CTSI’s business/residential line split at the end of the 2003 first quarter was 89%/11%.

CTSI’s 2003 first quarter revenues were $21.5 million, a growth rate of 3% versus revenues of $20.9 million in the 2002 first quarter.

CTSI’s EBITDA in the 2003 first quarter was $8.2 million, versus EBITDA of $7.6 million in the 2002 first quarter, reflecting EBITDA growth of 7%. CTSI’s 2003 first quarter EBITDA margin was 38%, versus an EBITDA margin of 37% in the year ago quarter.

CTSI’s 2003 first quarter capital expenditures were $3.1 million, versus $4.1 million in the year ago quarter.

Jack Flash® DSL

In the 2003 first quarter, CTE’s DSL (digital subscriber line) product, Jack Flash®, installed 833

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net new DSL subscribers. Jack Flash® had 10,538 installed DSL subscribers at the end of the 2003 first quarter. Jack Flash® is marketed in CTE’s CT and CTSI geographies. Jack Flash® utilizes DSL technology to provide broadband connectivity over standard telephone lines at speeds over 50 times faster than today’s traditional dial-up modems.

2003 Guidance Outlined

The table below sets forth CTE’s consolidated 2003 full year guidance, which Mr. Mahoney will discuss on this morning’s conference call and webcast:

	Previously Communicated	Revised
	2003 Full Year	2003 Full Year
Item	Guidance	Guidance

Consolidated CTE	Access Line Growth	3% - 4%	Unchanged
	Revenue Growth	4% - 5%	5% - 6%
	EBITDA	$166M - $168M	$168M - $170M
	Effective Tax Rate	Approx. 40%	Unchanged
	Diluted EPS – 2Q03	n/a	$0.57 - $0.59
	Diluted EPS – FY03	$2.35 - $2.37	$2.45 - $2.47
	CAPEX	$50M - $55M	Unchanged
	Year-End Total Debt	$75M - $85M	Unchanged

About CTE

Headquartered in Dallas, PA, Commonwealth Telephone Enterprises, Inc., serves a growing base of business and residential customers with the full array of technologically advanced data and voice telecommunications products and services, including broadband data services and high-speed Internet access, delivered over its 100% digitally switched, fiber-rich network.

CTE’s primary operating segments are: Commonwealth Telephone Company (“CT”), the nation’s eighth largest publicly held independent rural local exchange carrier (“RLEC”), which has been operating in various rural Pennsylvania markets since 1897; and, CTSI, LLC (“CTSI”), an RLEC “edge-out” local exchange carrier operating outside CT’s territory, that formally commenced operations in 1997. CTE’s support businesses include epix® Internet Services (www.epix.net), one of the northeast’s largest rural Internet Service Providers (“ISPs”); and, Jack Flash®, a broadband data service that uses DSL technology to offer high-speed Internet access and digital connectivity solutions. Additionally, CTE operates two other support businesses that provide products, services and expertise to its CT and CTSI operations. These businesses are Commonwealth Communications, a provider of telecommunications equipment and facilities management services; and, CLD, a long-distance reseller.

A web site featuring current information regarding Commonwealth Telephone Enterprises, Inc., can be found on the Internet at www.ct-enterprises.com.

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Additional Information and Where to Find It

In connection with the annual shareholders’ meeting, a proxy statement will be mailed to security holders of CTE, and CTE will file a proxy statement with the Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT CONTAINS IMPORTANT INFORMATION. The proxy statement and other relevant materials (when they become available), and any other documents filed by CTE with the Commission, may be obtained free of charge at the Commission’s web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the proxy statement and the other documents filed by CTE with the Commission by writing to us at: Investor Relations Department, Commonwealth Telephone Enterprises, Inc., 100 CTE Drive, Dallas, Pennsylvania 18612-9774, Attn: David G. Weselcouch, e-mail: dwes@epix.net; (570) 631-2700. Investors and security holders are urged to read the proxy statement and other relevant materials when they become available before making any voting decision with respect to the annual meeting.

CTE and its directors, executive officers and other members of its management and employees may be soliciting proxies from shareholders in connection with the annual meeting under the rules of the Commission. Information about persons who may be considered participants in the solicitation of proxies, including their ownership of CTE, is set forth in CTE's public filing on Schedule 14A with the Commission on April 25, 2003, as amended on May 1, 2003. This document is available for free at the Commission’s web site at www.sec.gov. Information about the directors and executive officers of CTE and a description of their interests will also be set forth in the proxy statement for the annual shareholders’ meeting when it becomes available.

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. Certain information included in this press release is forward-looking. Such forward-looking information involves important risks and uncertainties that could significantly affect expected results in the future and cause them to be different from those expressed in any forward-looking statements made by, or on behalf of, the Company. These risks and uncertainties include, but are not limited to, uncertainties related to the Company’s ability to further penetrate its markets and the related costs of that effort, economic conditions, acquisitions and divestitures, government and regulatory policies, the pricing and availability of equipment, materials and inventories, technological developments and changes in the competitive environment in which the Company operates and receipt of necessary approvals.

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7TH ADD/COMMONWEALTH TELEPHONE ENTERPRISES, INC./MAY 1, 2003

	COMMONWEALTH TELEPHONE ENTERPRISES, INC.
	CONSOLIDATED STATEMENTS OF OPERATIONS
						(UNAUDITED)
				(Dollars in Thousands)
						(GAAP)
	THREE MONTHS ENDED MARCH 31, 2003											THREE MONTHS ENDED MARCH 31, 2002
	CT			CTSI		OTHER			TOTAL			CT			CTSI			OTHER			TOTAL
Sales	$	52,097		$	21,495	$	9,566		$	83,158		$	48,616		$	20,881		$	8,899		$	78,396
Costs & Expenses (excluding other operating
expenses itemized below)		17,107			13,284		9,436			39,827			17,113			13,133			8,518			38,764
Management Fees		-			-		-			-			300			99			(99	)		300
Depreciation & Amortization		11,499			5,060		1,068			17,627			11,022			4,495			1,456			16,973
Voluntary Retirement Program		-			-		-			-			-			-			2,333			2,333
Operating Income (Loss)		23,491			3,151		(938	)		25,704			20,181			3,154			(3,309	)		20,026
Interest and Dividend Income		669			-		37			706			807			-			74			881
Interest Expense		(1,037	)		-		(1,351	)		(2,388	)		(1,297	)		-			(2,052	)		(3,349	)
Other Income (Expense), net		(29	)		12		52			35			5			(10	)		(4	)		(9	)
Equity in Unconsolidated Entities		-			-		231			231			-			228			-			228
Income (Loss) before Income Taxes and
Cumulative Effect of Accounting Change		23,094			3,163		(1,969	)		24,288			19,696			3,372			(5,291	)		17,777
Provision (Benefit) for Income Taxes		8,680			1,165		(511	)		9,334			7,566			1,239			(1,777	)		7,028
Income (Loss) before Cumulative
Effect of Accounting Change		14,414			1,998		(1,458	)		14,954			12,130			2,133			(3,514	)		10,749
Cumulative Effect of Accounting Change,
Net of Tax		13,230			-		-			13,230			-			-			-			-
Net Income (Loss)	$	27,644		$	1,998	$	(1,458	)	$	28,184		$	12,130		$	2,133		$	(3,514	)	$	10,749

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8TH ADD/COMMONWEALTH TELEPHONE ENTERPRISES, INC./MAY 1, 2003

COMMONWEALTH TELEPHONE ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(GAAP)
	THREE MONTHS ENDED
	MARCH 31,
	2003		2002
Basic Earnings per
Average Common Share:
Income before Cumulative Effect of Accounting Change	$	0.64	$	0.46
Cumulative Effect of Accounting Change, Net of Tax	$	0.56	$	0.00
Net Income (Loss)	$	1.20	$	0.46
Weighted Average Common Shares Outstanding	23,436,706		23,352,097
Diluted Earnings per
Average Common Share:
Income before Cumulative Effect of Accounting Change	$	0.63	$	0.45
Cumulative Effect of Accounting Change, Net of Tax	$	0.56	$	0.00
Net Income (Loss)	$	1.19	$	0.45
Weighted Average Common Shares and
Common Stock Equivalents Outstanding	23,707,481		23,677,562

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9TH ADD/COMMONWEALTH TELEPHONE ENTERPRISES, INC./MAY 1, 2003

COMMONWEALTH TELEPHONE ENTERPRISES, INC.

CONSOLIDATED STATEMENT OF OPERATION

RECONCILIATION TO GAAP RESULTS

(UNAUDITED)

(Dollars in Thousands, Except Per Share Amounts)

				Special and
				Non-Recurring Items
	3 Mos. Ended						3 Mos. Ended
	3/31/2003						3/31/2003
	Reported			Cumulative Effect of			Before Non-Recurring
	(GAAP)			Accounting Change			Items
Sales	$	83,158			-		$	83,158
Costs & Expenses (excluding other operating
expenses itemized below)		39,827			-			39,827
Management Fees		-			-			-
Depreciation & Amortization		17,627			-			17,627
Voluntary Retirement Program		-			-			-
Operating Income (Loss)		25,704			-			25,704
Interest and Dividend Income		706			-			706
Interest Expense		(2,388	)		-			(2,388	)
Other Income (Expense), net		35			-			35
Equity in Unconsolidated Entities		231			-			231
Income (Loss) before Income Taxes and
Cumulative Effect of Accounting Change		24,288			-			24,288
Provision (Benefit) for Income Taxes		9,334			-			9,334
Income (Loss) before Cumulative
Effect of Accounting Change		14,954			-			14,954
Cumulative Effect of Accounting Change,
Net of Tax		13,230			(13,230	)		-
Net Income (Loss)	$	28,184		$	(13,230	)	$	14,954
Basic Earnings per Average Common Share 1	$	1.20		$	(0.56	)	$	0.64
Diluted Earnings per Average Common Share 1	$	1.19		$	(0.56	)	$	0.63

¹EPS totals may not add across due to rounding.

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10TH ADD/COMMONWEALTH TELEPHONE ENTERPRISES, INC./MAY 1, 2003

COMMONWEALTH TELEPHONE ENTERPRISES, INC.

CONSOLIDATED STATEMENT OF OPERATION

RECONCILIATION TO GAAP RESULTS

(UNAUDITED)

(Dollars in Thousands, Except Per Share Amounts)

				Special and
				Non-Recurring Items
	3 Mos. Ended						3 Mos. Ended
	3/31/2002						3/31/2002
	Reported			Voluntary Retirement			Before Non-Recurring
	(GAAP)			Program			Items
Sales	$	78,396			-		$	78,396
Costs & Expenses (excluding other operating
expenses itemized below)		38,764			-			38,764
Management Fees		300			-			300
Depreciation & Amortization		16,973			-			16,973
Voluntary Retirement Program		2,333			(2,333	)		-
Operating Income (Loss)		20,026			2,333			22,359
Interest and Dividend Income		881			-			881
Interest Expense		(3,349	)		-			(3,349	)
Other Income (Expense), net		(9	)		-			(9	)
Equity in Unconsolidated Entities		228			-			228
Income (Loss) before Income Taxes and
Cumulative Effect of Accounting Change		17,777			2,333			20,110
Provision (Benefit) for Income Taxes		7,028			910			7,938
Income (Loss) before Cumulative
Effect of Accounting Change		10,749			1,423			12,172
Cumulative Effect of Accounting Change,
Net of Tax		-						-
Net Income (Loss)	$	10,749		$	1,423		$	12,172
Basic Earnings per Average Common Share 1	$	0.46		$	0.06		$	0.52
Diluted Earnings per Average Common Share 1	$	0.45		$	0.06		$	0.51

¹EPS totals may not add across due to rounding.

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11TH ADD/COMMONWEALTH TELEPHONE ENTERPRISES, INC./MAY 1, 2003

COMMONWEALTH TELEPHONE ENTERPRISES, INC.

     SELECTED FINANCIAL RESULTS
RECONCILIATION TO GAAP RESULTS

(UNAUDITED)

(Dollars in Thousands, Except Per Share Amounts)

A reconciliation of net income (loss) and net income (loss) margin to EBITDA and EBITDA margin is as follows:

Three months ended March 31, 2003
	CT			Margin		CTSI			Margin		Other			Margin		Total			Margin
Net Income (Loss)	$	27,644		53.1	%	$	1,998		9.3	%	$	(1,458	)	-15.2	%	$	28,184		33.9	%
Cumulative Effect of Accounting Change,
Net of Tax		(13,230	)	-25.4	%		-		0.0	%		-		0.0	%		(13,230	)	-15.9	%
Provision (Benefit) for Income Taxes		8,680		16.7	%		1,165		5.4	%		(511	)	-5.3	%		9,334		11.2	%
Equity in Unconsolidated Entities		-		0.0	%		-		0.0	%		(231	)	-2.4	%		(231	)	-0.3	%
Other Income (Expense), net		29		0.1	%		(12	)	-0.1	%		(52	)	-0.5	%		(35	)	0.0	%
Interest Expense		1,037		2.0	%		-		0.0	%		1,351		14.1	%		2,388		2.9	%
Interest and Dividend Income		(669	)	-1.3	%		-		0.0	%		(37	)	-0.4	%		(706	)	-0.8	%
Operating Income (Loss)		23,491		45.1	%		3,151		14.7	%		(938	)	-9.8	%		25,704		30.9	%
Depreciation & Amortization		11,499		22.1	%		5,060		23.5	%		1,068		11.2	%		17,627		21.2	%
EBITDA	$	34,990		67.2	%	$	8,211		38.2	%	$	130		1.4	%	$	43,331		52.1	%
Three months ended March 31, 2002
		CT		Margin			CTSI		Margin			Other		Margin			Total		Margin
Net Income (Loss)	$	12,130		25.0	%	$	2,133		10.2	%	$	(3,514	)	-39.5	%	$	10,749		13.7	%
Provision (Benefit) for Income Taxes		7,566		15.6	%		1,239		5.9	%		(1,777	)	-20.0	%		7,028		9.0	%
Equity in Unconsolidated Entities		-		0.0	%		(228	)	-1.1	%		-		0.0	%		(228	)	-0.3	%
Other Income (Expense), net		(5	)	0.0	%		10		0.0	%		4		0.0	%		9		0.0	%
Interest Expense		1,297		2.7	%		-		0.0	%		2,052		23.1	%		3,349		4.3	%
Interest and Dividend Income		(807	)	-1.7	%		-		0.0	%		(74	)	-0.8	%		(881	)	-1.1	%
Operating Income (Loss)		20,181		41.5	%		3,154		15.1	%		(3,309	)	-37.2	%		20,026		25.5	%
Voluntary Retirement Program												2,333		26.2	%		2,333		3.0	%
Depreciation & Amortization		11,022		22.7	%		4,495		21.5	%		1,456		16.4	%		16,973		21.7	%
EBITDA	$	31,203		64.2	%	$	7,649		36.6	%	$	480		5.4	%	$	39,332		50.2	%

Margin is calculated by dividing the relevant line item by sales. The reconciliation of margin percentage may not add due to rounding.

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12TH ADD/COMMONWEALTH TELEPHONE ENTERPRISES, INC./MAY 1, 2003

COMMONWEALTH TELEPHONE ENTERPRISES, INC.

     SELECTED FINANCIAL RESULTS
RECONCILIATION TO GAAP RESULTS

(UNAUDITED)

(Dollars in Millions, Except Per Share Amounts)

A reconciliation of full year projected net income (loss) to full year EBITDA guidance is as follows:

	Full year 2003
	Range
	Consolidated			Consolidated
Diluted Earnings Per Share	$	2.45		$	2.47
Projected Net Income	$	71.2		$	71.7
Cumulative Effect of Accounting Change,
Net of Tax		(13.2	)		(13.2	)
Provision for Income Taxes		38.7			38.9
Other Income (Expense), net and
Equity in Unconsolidated Entities		(2.8	)		(2.8	)
Interest Expense, net		4.2			5.2
Operating Income (Loss)		98.1			99.8
Depreciation & Amortization		69.9			70.2
EBITDA	$	168.0		$	170.0

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13TH ADD/COMMONWEALTH TELEPHONE ENTERPRISES, INC./MAY 1, 2003

COMMONWEALTH TELEPHONE ENTERPRISES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(Dollars in Thousands)
	March 31,		December 31,
	2003		2002
ASSETS
CURRENT ASSETS:
Cash and Temporary Cash Investments	$	53,054	$	34,935
Accounts Receivable and Unbilled Revenues, net of Allowance
for Doubtful Accounts of $5,633 in 2003 and $5,520 in 2002		58,394		52,866
Other Current Assets		15,282		10,138
Deferred Income Taxes		21,816		23,669
Total Current Assets		148,546		121,608
PROPERTY PLANT AND EQUIPMENT (NET OF ACCUMULATED
DEPRECIATION OF $415,747 IN 2003 AND $432,435 IN 2002)		422,448		411,370
INVESTMENTS		9,484		9,718
DEFERRED CHARGES AND OTHER ASSETS		11,372		11,343
TOTAL ASSETS	$	591,850	$	554,039

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14TH ADD/COMMONWEALTH TELEPHONE ENTERPRISES, INC./MAY 1, 2003

COMMONWEALTH TELEPHONE ENTERPRISES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(Dollars in Thousands)
	March 31,			December 31,
	2003			2002
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes Payable	$	65,000		$	65,000
Current Maturities of Long-Term Debt		9,010			9,010
Accounts Payable		29,033			30,503
Advance Billings and Customer Deposits		5,207			5,870
Accrued Expenses		50,809			49,955
Accrued Restructuring Expenses		1,523			2,029
Total Current Liabilities		160,582			162,367
LONG-TERM DEBT		75,047			77,299
DEFERRED INCOME TAXES		70,394			61,083
OTHER DEFERRED CREDITS		34,827			32,300
COMMON SHAREHOLDERS' EQUITY:
Common Stock		27,492			27,307
Additional Paid-in Capital		263,259			256,594
Deferred Compensation		(7,964	)		(2,676	)
Other Comprehensive Loss		(6,697	)		(6,961	)
Retained Earnings		106,153			77,969
Treasury Stock at Cost, 3,829,133 shares at March 31, 2003
and 3,829,133 at December 31, 2002		(131,243	)		(131,243	)
Total Common Shareholders' Equity		251,000			220,990
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	591,850		$	554,039

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