##### Table of Contents



UNITED
    STATES
    SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
    20549
     Form 10-Q
   þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    March 31, 2007o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File
    No. 333-60639
     AMERICAN CELLULAR
    CORPORATION
 (Exact name of registrant as
    specified in its charter)
   Delaware

22-3043811(State or other jurisdiction
    of

(I.R.S. Employerincorporation or
    organization)

Identification No.)14201 Wireless Way

73134Oklahoma City,
    Oklahoma

(Zip Code)(Address of principal executive
    offices)   (405) 529-8500 (Registrants telephone
    number, including area code)
      þ o
    Rule 12b-2
 o o þ
  Rule 12b-2 o þ




---



##### 



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
  INDEX TO
    FORM 10-Q
  
  ItemNumber



PagePART I.
    FINANCIAL INFORMATION1


Condensed
    Consolidated Financial Statements (Unaudited):Condensed
    Consolidated Balance Sheets as of March 31, 2007 and
    December 31, 2006


2Condensed
    Consolidated Statements of Operations for the Three Months Ended
    March 31, 2007 and 2006


3Condensed
    Consolidated Statements of Cash Flows for the Three Months Ended
    March 31, 2007 and 2006


4Notes to Condensed
    Consolidated Financial Statements


52


Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


123


Quantitative and
    Qualitative Disclosures about Market Risk


244


Controls and
    Procedures


24PART II.
    OTHER INFORMATION1


Legal
    Proceedings


251A


Risk
    Factors


252


Unregistered Sales
    of Equity Securities and Use of Proceeds


253


Defaults Upon
    Senior Securities


254


Submission of
    Matters to a Vote of Security Holders


255


Other
    Information


256


Exhibits


26Rule 13a-14(a) Certification by our Principal Executive OfficerRule 13a-14(a) Certification by our Principal Financial OfficerSection 1350 Certification by our Principal Executive OfficerSection 1350 Certification by our Principal Financial Officer   1




---



##### Table of Contents



PART I.  FINANCIAL
    INFORMATION  Item 1.
    Financial
    Statements  AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
  CONDENSED CONSOLIDATED BALANCE SHEETS
  March 31,


December 31,2007


2006(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents

$
18,989,726


$
36,453,213Accounts receivable, net


42,723,564



47,102,552Inventory


5,369,035



5,162,101Deferred tax assets (Note 6)


4,886,000



4,886,000Prepaid expenses and other


3,766,541



3,952,388Total current assets


75,734,866



97,556,254PROPERTY, PLANT AND EQUIPMENT, net
    (Note 4)


190,711,624



190,690,780OTHER ASSETS:Wireless license acquisition costs


799,839,191



799,835,469Goodwill


622,432,024



622,100,636Deferred financing costs, net of
    accumulated amortization of $1,834,899 in 2007 and $7,964,601 in
    2006


7,134,926



13,220,829Customer list, net of accumulated
    amortization of $71,683,830 in 2007 and $64,567,330 in 2006


23,564,520



30,681,020Other non-current assets


618,663



618,611Total other assets


1,453,589,324



1,466,456,565Total assets

$
1,720,035,814


$
1,754,703,599LIABILITIES AND
    STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable

$
24,654,647


$
30,135,219Accounts payable 
    affiliates


4,678,818



12,135,227Accrued expenses


19,170,769



11,727,613Accrued interest payable


7,039,025



39,783,977Deferred revenue and customer
    deposits


18,065,562



16,195,347Current portion of credit facility
    and debt securities (Note 5)


9,000,000



1,250,000Total current liabilities


82,608,821



111,227,383OTHER LIABILITIES:Credit facility and debt
    securities, net of current portion (Note 5)


1,092,786,138



1,039,250,692Deferred tax liabilities
    (Note 6)


133,547,989



155,958,421Deferred gain on disposition of
    operating assets and other long-term liabilities


25,381,198



25,962,430COMMITMENTS (Note 7)STOCKHOLDERS EQUITY:Class A common stock,
    $.01 par value, 350 shares authorized and issued


4



4Paid-in capital


474,547,248



474,547,248Accumulated deficit


(88,835,584
)


(52,242,579
)Total stockholders equity


385,711,668



422,304,673Total liabilities and
    stockholders equity

$
1,720,035,814


$
1,754,703,599    2




---



##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
  CONDENSED CONSOLIDATED STATEMENTS OF
    OPERATIONS
  For the Three MonthsEnded March 31,2007


2006(Unaudited)OPERATING REVENUE:Service revenue

$
103,468,732


$
87,472,952Roaming revenue


28,563,867



22,982,871Equipment and other revenue


6,541,063



5,848,518Total operating revenue


138,573,662



116,304,341OPERATING EXPENSES:Cost of service (exclusive of
    depreciation and amortization shown separately below)


38,565,115



29,722,958Cost of equipment


13,452,595



12,213,827Marketing and selling


18,004,414



16,275,647General and administrative


22,011,124



21,326,979Depreciation and amortization


21,283,849



21,453,781Gain on disposition of operating
    assets


(716,232
)


(748,547
)Total operating expenses


112,600,865



100,244,645OPERATING INCOME


25,972,797



16,059,696OTHER EXPENSE:Interest expense


(25,942,507
)


(23,785,118
)Loss from extinguishment of debt
    (Note 5)


(57,522,612
)


Other expense, net


(1,505,090
)


(258,520
)LOSS BEFORE INCOME TAXES


(58,997,412
)


(7,983,942
)Income tax benefit


22,404,407



3,014,533NET LOSS

$
(36,593,005
)

$
(4,969,409
)    3




---



##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
  CONDENSED CONSOLIDATED STATEMENTS OF CASH
    FLOWS
  For the Three MonthsEnded March 31,2007


2006(Unaudited)CASH FLOWS FROM OPERATING
    ACTIVITIES:Net loss

$
(36,593,005
)

$
(4,969,409
)Adjustments to reconcile net loss
    to net cash (used in) provided by operating activities, net of
    effects of acquisitions Depreciation and amortization


21,283,849



21,453,781Amortization of bond discount and
    deferred financing costs


830,308



845,718Deferred income taxes


(22,410,432
)


(3,123,915
)Loss from extinguishment of debt


57,522,612



Gain on disposition of operating
    assets


(716,232
)


(713,194
)Other operating activities


197,394



135,300Changes in current assets and
    liabilities Accounts receivable


4,378,988



9,926,978Inventory


(206,934
)


(116,912
)Prepaid expenses and other


185,847



(329,924
)Accounts payable


(5,480,572
)


352,481Accrued expenses


(25,301,796
)


(23,760,659
)Deferred revenue and customer
    deposits


1,870,215



1,245,812Net cash (used in) provided by
    operating activities


(4,439,758
)


946,057CASH FLOWS FROM INVESTING
    ACTIVITIES:Capital expenditures


(14,253,649
)


(11,032,018
)Change in
    receivable/payable  affiliates


(7,453,348
)


(8,329,383
)Other investing activities


(335,161
)


91,718Net cash used in investing
    activities


(22,042,158
)


(19,269,683
)CASH FLOWS FROM FINANCING
    ACTIVITIES:Proceeds from credit facility and
    debt securities


900,000,000



Repayments and repurchases of
    credit facility and debt securities


(838,969,500
)


Debt financing costs


(5,061,187
)


(18,000
)Debt securities tender premium


(46,729,868
)


Other financing activities


(221,016
)


Net cash provided by (used in)
    financing activities


9,018,429



(18,000
)NET DECREASE IN CASH AND CASH
    EQUIVALENTS


(17,463,487
)


(18,341,626
)CASH AND CASH EQUIVALENTS,
    beginning of period


36,453,213



76,610,593CASH AND CASH EQUIVALENTS, end of
    period

$
18,989,726


$
58,268,967SUPPLEMENTAL DISCLOSURES OF CASH
    FLOW INFORMATION:Cash paid for Interest

$
57,856,379


$
45,006,430Income taxes

$
104,472


$
119,854SUPPLEMENTAL DISCLOSURES OF
    NON-CASH INVESTING AND FINANCING ACTIVITIES:Transfer of fixed assets to (from)
    affiliates

$
3,061


$
(155,798
)    4




---



##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
    Form 10-K
  1.
    Organization:    2.
    Accounting
    Policies:  Business
    Segment
    Revenue
    and Expense Recognition
    Recently
    Adopted Accounting Pronouncements
   5




---



##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        3.
    Business
    Combinations and Acquisitions:        ($ in thousands)Calculation and allocation of
    purchase price:Total purchase price

$
95,000Plus fair value of liabilities
    assumed:Current liabilities


13,689Total purchase price plus
    liabilities assumed

$
108,689Fair value of assets acquired:Current assets

$
4,319Property, plant and equipment


24,655Wireless licenses


26,801Goodwill


37,867Customer list


15,047Total fair value of assets acquired

$
108,689    6




---



##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        For the Three MonthsEnded March 31,2006($ in thousands)Operating revenue

$
126,733Loss from continuing operations


(5,476
)Net loss


(5,476
)   4.
    Property,
    Plant and Equipment:      March 31,


December 31,2007


2006($ in thousands)Gross property, plant and equipment

$
417,821


$
403,922Accumulated depreciation


(227,109
)


(213,231
)Property, plant and equipment, net

$
190,712


$
190,691  7




---



##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5.
    Credit
    Facility and Debt Securities:    March 31,


December 31,2007


2006($ in thousands)Credit facility

$
900,000


$
124,68810.0% senior notes


185,718



900,0009.5% senior subordinated notes


16,068



15,813Total credit facility and debt
    securities


1,101,786



1,040,501Less: current portion of credit
    facility and debt securities


9,000



1,250Credit facility and debt
    securities, net of current portion

$
1,092,786


$
1,039,251   Credit
    Facility
    
    a 7-year
    $900.0 million senior secured single draw term loan
    facility;
    a 7-year
    $75.0 million senior secured delayed draw term loan
    facility; and
    a 5-year
    $75.0 million senior secured revolving credit facility.           8




---



##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   18-month
    
    make capital expenditures;
    sell or dispose of assets;
    incur additional debt;
    create liens;
    merge with or acquire other companies;
    pay dividends;
    engage in transactions with affiliates;
    make loans, investments, advances or stock repurchases;
    prepay certain debt;
    amend certain material agreements; and
    undergo a change of control.    Debt
    Securities
      
    incur indebtedness;
    incur or assume liens;
    pay dividends or make other restricted payments;
    impose dividend or other payment restrictions affecting the
    Companys restricted subsidiaries;
    issue and sell capital stock of the Companys restricted
    subsidiaries;
    issue certain capital stock; 9




---



##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    issue guarantees of indebtedness;
    enter into transactions with affiliates;
    sell assets;
    engage in unpermitted lines of business;
    enter into sale and leaseback transactions; and
    merge or consolidate with or transfer substantial assets to
    another entity.      6.
    Deferred
    Tax Assets:       10




---



##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    7.
    Commitments
    and Contingencies:  Commitments
    Contingencies
  and/or and/or
     11




---



##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  The following discussion and analysis presents factors that
    we believe are relevant to an assessment and understanding of
    our condensed consolidated financial position and results of
    operations. This financial and business analysis should be read
    in conjunction with our December 31, 2006 consolidated
    financial statements included in our Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2006 and our
    condensed consolidated financial statements and the related
    notes included in Item 1.
  OVERVIEW
      CRITICAL
    ACCOUNTING POLICIES AND PRACTICES
  Form 10-K
    RECENTLY
    ADOPTED ACCOUNTING PRONOUNCEMENTS
  Income
    Tax Uncertainties
     12




---



##### Table of Contents



and/or
      Deferred
    Tax Assets
         13




---



##### Table of Contents



ACQUISITIONS
    FCC
    Auction 66
    Acquisition
    of Highland Cellular LLC
      Acquisition
    of Texas 15 RSA
     14




---



##### Table of Contents



RESULTS
    OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2007 AND
    MARCH 31, 2006
  Key
    Operating Data
    Three Months EndedMarch 31,2007


2006Market population (1)


5,759,200



5,166,500Ending customers


721,500



665,200Market penetration (2)


12.5
%


12.9
%Gross customer additions


52,400



48,300Average customers


720,400



665,700Average monthly service revenue
    per customer (3)

$
48


$
44Average monthly post-paid
    churn (4)


1.9
%


2.0
%     (1)
    
    Represents the population in our
    licensed areas for the period indicated. The results are based
    upon the population estimates provided by the United State
    Census Bureau, adjusted to exclude those portions of our RSAs
    and metropolitan statistical areas, or MSAs, not covered by our
    licenses.(2)
    
    Market penetration is calculated by
    dividing ending customers by market population.(3)
    
    ARPU is calculated by dividing
    service revenue by average customers and dividing by the number
    of months in the period. We exclude roaming revenue from this
    calculation, since roaming revenue is not derived from our
    customers.(4)
    
    Average monthly post-paid churn
    represents the percentage of the post-paid customers that
    deactivate service each month. The calculation divides the total
    post-paid deactivations during the period by the average
    post-paid customers for the period. 15




---



##### Table of Contents



Results
    of Operations
    Three Months Ended


PercentageMarch 31,


Change2007


2006


07 vs. 06($ in thousands)Operating revenue:Service revenue

$
103,469


$
87,473



18.3
%Roaming revenue


28,564



22,983



24.3
%Equipment and other revenue


6,541



5,848



11.9
%Total operating revenue


138,574



116,304



19.1
%Operating expenses:Cost of service (exclusive of
    depreciation and amortization shown separately below)


38,565



29,723



29.7
%Cost of equipment


13,453



12,214



10.1
%Marketing and selling


18,004



16,276



10.6
%General and administrative


22,011



21,327



3.2
%Depreciation and amortization


21,284



21,454



(0.8
)%Gain on disposition of operating
    assets


(716
)


(749
)


(4.4
)%Total operating expenses


112,601



100,245



12.3
%Operating income


25,973



16,059



61.7
%Interest expense


(25,942
)


(23,785
)


9.1
%Loss from extinguishment of debt


(57,523
)






*Other expense, net


(1,505
)


(258
)


483.3
%Income tax benefit


22,404



3,015



*Net loss

$
(36,593
)

$
(4,969
)


636.4
%     *
    
    Calculation is not meaningful  Customers
    line-up
 16




---



##### Table of Contents



Operating
    Revenue
    Service
    Revenue
      Roaming
    Revenue
  minutes-of-use) T-Mobile minutes-of-use minutes-of-use
 17




---



##### Table of Contents



minute-of-use
  Equipment
    and Other Revenue
      Operating
    Expenses
    Cost of
    Service
  minute-of-use off-network minutes-of-use
    Three Months Ended March 31,2007


2006Amount


Percentage


Amount


Percentage($ in thousands)Network and other operating costs

$
28,321



73.4
%

$
22,729



76.5
%Roaming costs


10,244



26.6
%


6,994



23.5
%Total cost of service

$
38,565



100.0
%

$
29,723



100.0
%      18




---



##### Table of Contents



Cost of
    Equipment
      Marketing
    and Selling Costs
      General
    and Administrative Costs
      Depreciation
    and Amortization
    Gain on
    Disposition of Operating Assets
    Non-Operating
    Results
  Interest
    Expense
   19




---



##### Table of Contents



Loss from
    Extinguishment of Debt
    LIQUIDITY
    AND CAPITAL RESOURCES
      Working
    Capital and Net Cash Flow
  March 31,


December 31,


Percentage2007


2006


Change($ in thousands)Cash and cash equivalents

$
18,990


$
36,453



(47.9
)%Other current assets


56,745



61,103



(7.1
)%Total current assets


75,735



97,556



(22.4
)%Current liabilities


82,609



111,227



(25.7
)%Working capital

$
(6,874
)

$
(13,671
)


(49.7
)%Ratio of current assets to current
    liabilities


0.9:1



0.9:1        20




---



##### Table of Contents



Form 10-K
  Capital
    Resources
  New
    Credit Facility
    
    a 7-year
    $900.0 million senior secured single draw term loan
    facility;
    a 7-year
    $75.0 million senior secured delayed draw term loan
    facility; and
    a 5-year
    $75.0 million senior secured revolving credit facility.           21




---



##### Table of Contents



18-month
    
    make capital expenditures;
    sell or dispose of assets;
    incur additional debt;
    create liens;
    merge with or acquire other companies;
    pay dividends;
    engage in transactions with affiliates;
    make loans, investments, advances or stock repurchases;
    prepay certain debt;
    amend certain material agreements; and
    undergo a change of control.    10.0% senior
    notes
      
    incur indebtedness;
    incur or assume liens;
    pay dividends or make other restricted payments;
    impose dividend or other payment restrictions affecting our
    restricted subsidiaries;
    issue and sell capital stock of our restricted subsidiaries;
    issue certain capital stock;
    issue guarantees of indebtedness;
    enter into transactions with affiliates; 22




---



##### Table of Contents




    sell assets;
    engage in unpermitted lines of business;
    enter into sale and leaseback transactions; and
    merge or consolidate with or transfer substantial assets to
    another entity.      Capital
    Expenditures and Commitments
      Contractual
    Obligations
        Form 10-K
  FORWARD-LOOKING
    STATEMENTS
   23




---



##### Table of Contents



Item 3.
    Quantitative
    and Qualitative Disclosures about Market Risk      Item 4.
    Controls
    and Procedures  Rule 13a-15(e) Rule 15d-15(e)
   24




---



##### Table of Contents



PART II.  OTHER
    INFORMATION  Item 1.
    Legal
    Proceedings  and/or and/or
    Item 1A.
    Risk
    Factors  Form 10-K
  Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds    Item 3.
    Defaults
    Upon Senior Securities    Item 4.
    Submission
    of Matters to a Vote of Security Holders    Item 5.
    Other
    Information   25




---



##### Table of Contents



Item 6.
    Exhibits    Exhibit



Method ofNumbers

Description

Filing4
.1

Supplemental Indenture No. 4,
    dated March 15, 2007, to Indenture dated August 8,
    2003 by and among American Cellular Corporation the Guarantors
    (as defined in the indenture) and Bank of Oklahoma, National
    Association, as trustee.

(1)[4.1]10
.1

Credit Agreement, dated as of
    March 15, 2007 among American Cellular Corporation, the
    Lenders (as defined therein), the Subsidiary Guarantors (as
    defined therein), ACC Holdings, LLC, Lehman Commercial Paper
    Inc., Morgan Stanley Senior Funding, Inc., and Bear Stearns
    Corporate Lending Inc., Citibank N.A. and Deutsche Bank
    Securities Inc., as co-documentation agents.

(1)[10.1]10
.2

Guarantee and Collateral
    Agreement, dated March 15, 2007, by and among American
    Cellular Corporation, ACC Holdings, LLC, ACC Lease Co., LLC,
    Highland Cellular, LLC and Lehman Commercial Paper Inc., as
    administrative agent.

(1)[10.2]10
.3

Amended and Restated Management
    Agreement, dated March 15, 2007, by and between Dobson
    Cellular Systems, Inc., and American Cellular Corporation.

(1)[10.3]31
.1

Rule 13a-14(a)
    Certification by our principal executive officer.

(2)31
.2

Rule 13a-14(a)
    Certification by our principal financial officer.

(2)32
.1

Section 1350 Certification by
    our principal executive officer.

(2)32
.2

Section 1350 Certification by
    our principal financial officer.

(2)     (1)
    
    Filed as an exhibit to Dobson Communications Corporations
    (Commission File Number
    000-29225)
    Current Report on
    Form 8-K
    filed on March 16, 2007, as the exhibit number indicated in
    brackets and incorporated by reference herein.(2)
    
    Filed herewith. 26




---



##### Table of Contents



SIGNATURES
       /s/  STEVEN
    P. DUSSEK   Chief Executive Officer and Director
 (principal executive officer)
   
   Executive Vice President and Chief Financial Officer
 (principal financial officer)
 27




---



##### Table of Contents



INDEX TO
    EXHIBITS
  Exhibit



Method ofNumbers

Description

Filing4
.1

Supplemental Indenture No. 4,
    dated March 15, 2007, to Indenture dated August 8,
    2003 by and among American Cellular Corporation the Guarantors
    (as defined in the indenture) and Bank of Oklahoma, National
    Association, as trustee.

(1)[4.1]10
.1

Credit Agreement, dated as of
    March 15, 2007 among American Cellular Corporation, the
    Lenders (as defined therein), the Subsidiary Guarantors (as
    defined therein), ACC Holdings, LLC, Lehman Commercial Paper
    Inc., Morgan Stanley Senior Funding, Inc., and Bear Stearns
    Corporate Lending Inc., Citibank N.A. and Deutsche Bank
    Securities Inc., as co-documentation agents.

(1)[10.1]10
.2

Guarantee and Collateral
    Agreement, dated March 15, 2007, by and among American
    Cellular Corporation, ACC Holdings, LLC, ACC Lease Co., LLC,
    Highland Cellular, LLC and Lehman Commercial Paper Inc., as
    administrative agent.

(1)[10.2]10
.3

Amended and Restated Management
    Agreement, dated March 15, 2007, by and between Dobson
    Cellular Systems, Inc., and American Cellular Corporation.

(1)[10.3]31
.1

Rule 13a-14(a)
    Certification by our principal executive officer.

(2)31
.2

Rule 13a-14(a)
    Certification by our principal financial officer.

(2)32
.1

Section 1350 Certification by
    our principal executive officer.

(2)32
.2

Section 1350 Certification by
    our principal financial officer.

(2)     (1)
    
    Filed as an exhibit to Dobson Communications Corporations
    (Commission File Number
    000-29225)
    Current Report on
    Form 8-K
    filed on March 16, 2007, as the exhibit number indicated in
    brackets and incorporated by reference herein.(2)
    
    Filed herewith.