<Page>
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                            ------------------------

                                   FORM 10-Q

(MARK ONE)

<Table>
<C>        <S>
   /X/     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934
</Table>

               FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001
                                       OR

<Table>
<C>        <S>
   / /     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934
</Table>

        FOR THE TRANSITION PERIOD FROM ______________ TO ______________

                         COMMISSION FILE NO. 333-59322

                            ------------------------

                         AMERICAN CELLULAR CORPORATION

             (Exact name of registrant as specified in its charter)

<Table>
<S>                                            <C>
               DELAWARE                                     22-3043811
    (State or other jurisdiction of            (I.R.S. Employer Identification No.)
    incorporation or organization)

          14201 WIRELESS WAY                                  73134
        OKLAHOMA CITY, OKLAHOMA                             (Zip Code)
    (Address of principal executive
               offices)
</Table>

                                 (405) 529-8500
              (Registrant's telephone number, including area code)

                            ------------------------

    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 / /

    As of November 5, 2001, there were 100 shares of the registrant's $.01 par
value Class A Common Stock outstanding.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<Page>
                 AMERICAN CELLULAR CORPORATION AND SUBSIDIARIES
                               INDEX TO FORM 10-Q

<Table>
<Caption>
                                                                                        PAGE
        ITEM                                                                          --------
       NUMBER
---------------------
<S>                     <C>                                                           <C>
                                PART I. FINANCIAL INFORMATION

  1                     Condensed Consolidated Financial Statements (Unaudited):
                        Condensed Consolidated Balance Sheets as of September 30,
                          2001 and
                          December 31, 2000.........................................      3
                        Condensed Consolidated Statements of Operations for the
                          Three and Nine Months Ended September 30, 2001, the Three
                          Months Ended September 30, 2000, and from the period of
                          inception (February 25, 2000) through September 30,
                          2000......................................................      4
                        Condensed Consolidated Statement of Comprehensive Loss and
                          Stockholder's Equity for the Nine Months Ended September
                          30, 2001..................................................      5
                        Condensed Consolidated Statements of Cash Flows for the Nine
                          Months Ended September 30, 2001 and for the period from
                          inception (February 25, 2000) through September 30,
                          2000......................................................      6
                        Notes to Condensed Consolidated Financial Statements........      7
  2                     Management's Discussion and Analysis of Financial Condition
                          and Results of Operations.................................     11
  3                     Quantitative and Qualitative Disclosure about Market Risk...     19

                                  PART II. OTHER INFORMATION
  1                     Legal Proceedings...........................................     20
  2                     Changes in Securities and Use of Proceeds...................     20
  3                     Defaults Upon Senior Securities.............................     20
  4                     Submission of Matters to a Vote of Security Holders.........     20
  5                     Other Information...........................................     20
  6                     Exhibits and Reports on Form 8-K............................     20
</Table>

                                       2
<Page>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

                 AMERICAN CELLULAR CORPORATION AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (UNAUDITED)

<Table>
<Caption>
                                                              SEPTEMBER 30,     DECEMBER 31,
                                                                   2001             2000
                                                              --------------   --------------
<S>                                                           <C>              <C>
                                           ASSETS
CURRENT ASSETS:
  Cash and cash equivalents.................................  $   10,164,701   $   15,123,142
  Restricted cash and investments...........................      72,097,547               --
  Accounts receivable, net..................................      58,663,871       48,208,271
  Inventory.................................................       8,476,594        8,372,549
  Other current assets......................................       9,198,949        8,578,882
                                                              --------------   --------------
    Total current assets....................................     158,601,662       80,282,844
                                                              --------------   --------------
PROPERTY, PLANT AND EQUIPMENT, net..........................     217,808,778      192,986,089
                                                              --------------   --------------
OTHER ASSETS:
  Restricted investments....................................      63,549,176               --
  Wireless license acquisition costs, net...................   1,120,481,653    1,149,419,497
  Goodwill, net.............................................   1,151,375,187    1,195,251,171
  Customer list, net........................................      34,055,518       41,555,518
  Deferred costs and other, net.............................      45,132,680       30,607,705
                                                              --------------   --------------
    Total other assets......................................   2,414,594,214    2,416,833,891
                                                              --------------   --------------
      Total assets..........................................  $2,791,004,654   $2,690,102,824
                                                              ==============   ==============
                            LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
  Accounts payable..........................................  $   22,266,832   $   30,100,531
  Accounts payable-affiliates...............................      21,896,671       11,805,894
  Accrued expenses..........................................      58,479,708       26,800,910
  Deferred revenue and customer deposits....................      11,504,954       10,007,706
  Current portion of long-term debt.........................      41,034,560       27,465,000
                                                              --------------   --------------
    Total current liabilities...............................     155,182,725      106,180,041
                                                              --------------   --------------
OTHER LIABILITIES:
  Payables-affiliates.......................................              --        9,193,025
  Long-term debt, net of current portion....................   1,784,209,331    1,650,535,000
  Deferred tax liabilities..................................     209,018,713      258,438,146
  Other non-current liabilities.............................      29,204,436               --
  Preferred stock...........................................      35,000,000               --
STOCKHOLDER'S EQUITY:
  Class A Common Stock, $.01 par value, 475,000 shares
    authorized and 100 shares issued and outstanding at
    September 30, 2001 and December 31, 2000................               1                1
  Paid-in capital...........................................     797,827,564      764,999,999
  Retained deficit..........................................    (201,915,454)     (99,243,388)
  Accumulated comprehensive loss, net of income tax benefit
    of $11,681,774..........................................     (17,522,662)              --
                                                              --------------   --------------
    Total stockholder's equity..............................     578,389,449      665,756,612
                                                              --------------   --------------
      Total liabilities and stockholder's equity............  $2,791,004,654   $2,690,102,824
                                                              ==============   ==============
</Table>

  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.

                                       3
<Page>
                 AMERICAN CELLULAR CORPORATION AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

<Table>
<Caption>
                                                                                       FOR THE PERIOD
                                          THREE MONTHS                                 FROM INCEPTION
                                       ENDED SEPTEMBER 30,       NINE MONTHS ENDED   (FEBRUARY 25, 2000)
                                   ---------------------------     SEPTEMBER 30,           THROUGH
                                       2001           2000             2001          SEPTEMBER 30, 2000
                                   ------------   ------------   -----------------   -------------------
<S>                                <C>            <C>            <C>                 <C>
OPERATING REVENUES:
  Service revenue................  $ 75,041,467   $ 58,954,149     $ 207,171,232        $129,477,666
  Roaming revenue................    45,092,208     46,826,564       115,277,328          97,713,235
  Equipment and other revenue....     4,819,087      4,726,547        14,182,035          10,940,787
                                   ------------   ------------     -------------        ------------
    Total operating revenues.....   124,952,762    110,507,260       336,630,595         238,131,688
                                   ------------   ------------     -------------        ------------
OPERATING EXPENSES:
  Cost of service................    29,779,141     21,798,063        81,687,059          43,493,835
  Cost of equipment..............     9,290,531      8,430,993        31,261,291          16,517,463
  Marketing and selling..........    15,379,197     11,601,822        44,468,609          23,249,754
  General and administrative.....    17,039,577     11,103,872        47,579,720          26,930,219
  Depreciation and
    amortization.................    48,832,917     45,039,208       141,873,116         108,209,675
                                   ------------   ------------     -------------        ------------
    Total operating expenses.....   120,321,363     97,973,958       346,869,795         218,400,946
                                   ------------   ------------     -------------        ------------
OPERATING INCOME (LOSS)..........     4,631,399     12,533,302       (10,239,200)         19,730,742
OTHER INCOME (EXPENSE):
  Interest expense...............   (45,348,308)   (43,829,081)     (131,002,844)        (96,848,840)
  Other income, net..............       672,890        104,265         2,478,063             518,150
                                   ------------   ------------     -------------        ------------
LOSS BEFORE INCOME TAXES.........   (40,044,019)   (31,191,514)     (138,763,981)        (76,599,948)
INCOME TAX BENEFIT...............     9,768,782      6,237,644        36,966,915          15,726,865
                                   ------------   ------------     -------------        ------------
NET LOSS.........................   (30,275,237)   (24,953,870)     (101,797,066)        (60,873,083)
DIVIDENDS ON PREFERRED STOCK.....      (875,000)            --          (875,000)                 --
                                   ------------   ------------     -------------        ------------
NET LOSS APPLICABLE TO COMMON
  STOCKHOLDER....................  $(31,150,237)  $(24,953,870)    $(102,672,066)       $(60,873,083)
                                   ------------   ------------     -------------        ------------
BASIC NET LOSS APPLICABLE TO THE
  COMMON STOCKHOLDER PER COMMON
  SHARE..........................  $   (311,502)  $   (249,539)    $  (1,026,721)       $   (608,731)
                                   ============   ============     =============        ============
BASIC WEIGHTED AVERAGE COMMON
  SHARES OUTSTANDING.............           100            100               100                 100
                                   ============   ============     =============        ============
</Table>

  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.

                                       4
<Page>
                 AMERICAN CELLULAR CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED STATEMENT OF
                  COMPREHENSIVE LOSS AND STOCKHOLDER'S EQUITY
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
                                  (UNAUDITED)

<Table>
<Caption>
                              COMPREHENSIVE
                                  LOSS                                       STOCKHOLDER'S EQUITY
                              -------------   ----------------------------------------------------------------------------------
                                                    CLASS A
                                                 COMMON STOCK                                       ACCUMULATED        TOTAL
                                              -------------------     PAID-IN        RETAINED      COMPREHENSIVE   STOCKHOLDER'S
                                               SHARES     AMOUNT      CAPITAL         DEFICIT          LOSS           EQUITY
                                              --------   --------   ------------   -------------   -------------   -------------
<S>                           <C>             <C>        <C>        <C>            <C>             <C>             <C>
December 31, 2000...........                    100        $  1     $764,999,999   $ (99,243,388)  $         --    $ 665,756,612
  Net loss..................  $(101,797,066)     --          --               --    (101,797,066)            --     (101,797,066)
  Capital contribution......            --       --          --       32,827,565              --             --       32,827,565
  Preferred Stock
    dividends...............            --       --          --               --        (875,000)            --         (875,000)
  Transition adjustment for
    implementation of SFAS
    133, net of tax.........    (9,510,365)      --          --               --              --     (9,510,365)      (9,510,365)
  Loss on hedge
    transactions, net of
    tax.....................    (8,012,297)      --          --               --              --     (8,012,297)      (8,012,297)
                              -------------     ---        ----     ------------   -------------   ------------    -------------
September 30, 2001..........  $(119,319,728)    100        $  1     $797,827,564   $(201,915,454)  $(17,522,662)   $ 578,389,449
                              =============     ===        ====     ============   =============   ============    =============
</Table>

   The accompanying notes are an integral part of this condensed consolidated
                              financial statement.

                                       5
<Page>
                 AMERICAN CELLULAR CORPORATION AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

<Table>
<Caption>
                                                                                  FOR THE PERIOD
                                                               NINE MONTHS        FROM INCEPTION
                                                                  ENDED        (FEBRUARY 25, 2000)
                                                              SEPTEMBER 30,          THROUGH
                                                                   2001         SEPTEMBER 30, 2000
                                                              --------------   --------------------
<S>                                                           <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss..................................................  $(101,797,066)       $(60,873,083)
  Adjustments to reconcile net loss to net cash provided by
    operating activities--
    Depreciation and amortization...........................    141,873,116         108,209,675
    Amortization of bond discount and financing cost........      4,064,724           2,235,534
    Deferred income taxes and investment tax credits, net...    (37,737,659)        (18,993,423)
    Loss on sale of assets..................................        456,996                  --
  Changes in current assets and liabilities--
    Accounts receivable.....................................    (10,455,600)         (6,617,928)
    Other current assets....................................     (3,178,898)         (4,142,359)
    Accounts payable........................................        386,710          39,426,336
    Accrued expenses........................................     30,803,798           6,923,581
    Deferred revenue and customer deposits..................      1,497,248           2,929,479
                                                              -------------        ------------
      Net cash provided by operating activities.............     25,913,369          69,097,812
                                                              -------------        ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures....................................    (66,282,826)        (41,897,578)
    Increase in receivable-affiliate........................             --          (4,619,523)
    Decrease in payables-affiliate..........................     (9,193,025)                 --
    Proceeds from sale of assets............................         67,578                  --
    Other investing activities..............................     (2,452,770)           (185,690)
                                                              -------------        ------------
      Net cash used in investing activities.................    (77,861,043)        (46,702,791)
                                                              -------------        ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from long-term debt............................    163,000,000          69,000,000
    Repayments of long-term debt............................   (709,074,169)        (78,000,000)
    Proceeds from senior subordinated notes.................    693,020,500                  --
    Issuance of preferred stock.............................     35,000,000                  --
    Deferred financing costs................................    (18,178,943)                 --
    Capital contribution....................................     16,413,782                  --
    Purchase of restricted investments......................   (133,191,937)                 --
                                                              -------------        ------------
      Net cash provided by (used in) financing activities...     46,989,233          (9,000,000)
                                                              -------------        ------------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS........     (4,958,441)         13,395,021
CASH AND CASH EQUIVALENTS, beginning of period..............     15,123,142          25,413,377
                                                              -------------        ------------
CASH AND CASH EQUIVALENTS, end of period....................  $  10,164,701        $ 38,808,398
                                                              =============        ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
    Cash paid for--
      Interest, net of amounts capitalized..................  $ 100,246,161        $ 82,894,855
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING
  ACTIVITIES:
    Capital contribution of PCS licenses and certain other
      assets................................................  $  16,413,783        $         --
</Table>

  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.

                                       6
<Page>
                 AMERICAN CELLULAR CORPORATION AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                  (UNAUDITED)

    The condensed consolidated balance sheets of American Cellular Corporation
("ACC") and subsidiaries (collectively with ACC, "the Company") as of
September 30, 2001 and December 31, 2000, the condensed consolidated statements
of operations for the three and nine months ended September 30, 2001, for the
three months ended September 30, 2000, and for the period from inception
(February 25, 2000) through September 30, 2000, the condensed consolidated
statement of comprehensive loss and stockholder's equity for the nine months
ended September 30, 2001 and the condensed consolidated statements of cash flows
for the nine months ended September 30, 2001 and for the period from inception
(February 25, 2000) through September 30, 2000 are unaudited. In the opinion of
management, such financial statements include all adjustments, consisting only
of normal recurring adjustments necessary for a fair presentation of financial
position, results of operations, and cash flows for the periods presented.

    The condensed consolidated balance sheet data at December 31, 2000 was
derived from audited financial statements, but does not include all disclosures
required by generally accepted accounting principles. The financial statements
presented herein should be read in connection with the Company's December 31,
2000 consolidated financial statements included in the Company's Form S-4,
Registration No. 333-59322, for the registration of $450.0 million Senior
Subordinated Notes due 2009.

1. ORGANIZATION

    American Cellular Corporation was originally formed on February 26, 1998, to
acquire the operations of PriCellular Corporation. On February 25, 2000, the
Company was acquired by ACC Acquisition LLC, an equally owned joint venture
between Dobson Communications Corporation and AT&T Wireless Services, Inc. ("the
Joint Venture"). Therefore, the financial statements and the related notes
presented here for 2000, are for the period from the acquisition date
(February 25, 2000) through September 30, 2000.

2. ACQUISITIONS

    On February 25, 2000, the Joint Venture acquired the Company for
$2.44 billion, of which $765.0 million was in the form of a capital contribution
to the Company, and the remaining $1.675 billion was financed by the Company's
new credit facility. The Company's markets include systems in twelve states.
This acquisition was accounted for as a purchase. Accordingly, the cost of the
acquisition was allocated to the Company's assets and liabilities. The
allocation of the $2.44 billion of purchase price on February 25, 2000, was the
following:

<Table>
<S>                                                           <C>
Current assets..............................................  $   63,606,606
Property, plant and equipment...............................     174,511,971
Wireless license costs......................................   1,200,089,119
Customer list...............................................      50,000,000
Goodwill....................................................   1,248,454,988
Other assets................................................      33,898,836
Current liabilities.........................................     (48,778,143)
Deferred tax liabilities....................................    (281,783,377)
                                                              --------------
                                                              $2,440,000,000
                                                              ==============
</Table>

                                       7
<Page>
                 AMERICAN CELLULAR CORPORATION AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                  (UNAUDITED)

3. LONG-TERM DEBT

    The Company's long-term debt consists of the following:

<Table>
<Caption>
                                              SEPTEMBER 30, 2001   DECEMBER 31, 2000
                                              ------------------   -----------------
<S>                                           <C>                  <C>
Revolving credit facilities.................    $1,131,925,831      $1,678,000,000
Senior Subordinated Notes, net..............       693,318,060                  --
                                                --------------      --------------
  Total debt................................     1,825,243,891       1,678,000,000
Less--Current maturities....................        41,034,560          27,465,000
                                                --------------      --------------
  Total long-term debt......................    $1,784,209,331      $1,650,535,000
                                                ==============      ==============
</Table>

REVOLVING CREDIT FACILITIES

    On February 25, 2000, the Company obtained a $1.75 billion credit facility,
to retire existing debt and complete the acquisition of the Company by the Joint
Venture. The Company's credit facility included a $300.0 million revolving
credit facility and $1.45 billion of term loan facilities. Interest on the
revolving credit facility and the term loan facilities is variable and is based
on a prime rate or a LIBOR formula, an has ranged in total between 6.1% and
10.1% since inception (total weighted average interest of 7.6% for the nine
months ended September 30, 2001.)

    On March 2, 2001, the Company and its lenders agreed to an amendment to the
credit facility. This amendment became effective on March 14, 2001, when the
Company permanently repaid $200.0 million of the term notes under the credit
facility. The Company used proceeds from the issuance of $450.0 million Senior
Subordinated Notes due 2009 (described below), to reduce its credit facility to
$1.55 billion. On May 31, 2001, the Company and its lenders agreed to a second
amendment to the credit facility. This amendment became effective on June 4,
2001, when the Company permanently repaid $201.3 million of the term notes under
the credit facility with proceeds from the issuance of $250.0 million Senior
Subordinated Notes due 2009 (described below) and the Company's credit facility
was reduced to $1.34 billion. On September 27, 2001, the Company and its lenders
agreed to a third amendment to the credit facility, which modifies certain
financial covenants. As of September 30, 2001, the Company had approximately
$78.1 million of credit availability.

SENIOR SUBORDINATED NOTES

    On March 14, 2001, the Company completed the sale of $450.0 million Senior
Subordinated Notes due 2009. These notes were sold at a discount of
$3.3 million and carry an interest rate of 9.5%. The discount will be amortized
over the life of the notes, which is eight and a half years. The net proceeds
were used to repay outstanding indebtedness under the Company's credit facility
and to fund an interest reserve account for the first four scheduled interest
payments on the notes.

    On June 4, 2001, the Company completed the sale of $250.0 million Senior
Subordinated Notes due 2009. These notes were sold at a discount of
$3.6 million and carry an interest rate of 9.5%. The discount will be amortized
over the life of the notes, which terminate the same day as the original
$450.0 million Senior Subordinated Notes discussed above. The proceeds were used
to repay outstanding indebtedness under the Company's credit facility and to
deposit funds into an interest reserve account to fund the first four scheduled
interest payments on the notes.

                                       8
<Page>
                 AMERICAN CELLULAR CORPORATION AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                  (UNAUDITED)

3. LONG-TERM DEBT (CONTINUED)
INTEREST RATE HEDGES

    The Company pays interest on its bank credit facility based on a variable
factor, such as LIBOR or prime rate. The Company will from time-to-time enter
into derivative contracts to reduce exposure against rising interest rates.

    The Company has entered into a $1.03 billion derivative contract on its
credit facility, in order to hedge its interest rate exposure, whereby the
interest rate was effectively fixed at a rate of 7.3%. This agreement expired on
June 4, 2001 and the second interest rate hedge contract became effective at
that time. The second hedge contract expires June 30, 2002, and sets the
interest rate on $1.03 billion of debt at a rate of 6.7%.

    On January 1, 2001, in accordance with SFAS 133, the Company began recording
a liability and a net loss to comprehensive income relating to its interest rate
hedges. See further discussion in Note 5.

4. RESTRICTED CASH AND INVESTMENTS

    Restricted cash and investments consist of interest pledge deposits for the
Senior Subordinated Notes described in Note 3. The interest pledge deposits
include the initial deposit of $85.2 million for the $450.0 million Senior
Subordinated Notes, plus accrued interest and the additional deposit of
$48.0 million for the $250.0 million Senior Subordinated Notes, plus accrued
interest.

5. STOCKHOLDER'S EQUITY

    On June 29, 2001, the Company received $35.0 million from one of its
principal owners, Dobson Communications, for the purchase of 35,000 shares of
its Series A Preferred Stock. Each share of Series A Preferred Stock is entitled
to cumulative annual dividends on the liquidation preference of $1,000 per
share, subject to certain adjustments. Dividends will accrue but will not be
payable until the fifth anniversary of the issuance of the Series A Preferred
Stock. Completion of this transaction is subject to approval by the Company's
Board of Directors.

    On January 18, 2001, the Company received a $32.8 million capital
contribution from its shareholder. This contribution consisted of cash, PCS
licenses relating to areas in northeast Oklahoma and southeast Kansas, and
certain other assets.

    On January 1, 2001, in accordance with SFAS 133, the Company recorded a
liability and a net loss to comprehensive income totaling $9.5 million relating
to its outstanding interest rate hedges, thus decreasing the Company's total
equity. As of September 30, 2001, this total liability was $17.5 million.

6. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

    In July 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, "Business Combinations" and No. 142,
"Goodwill and Other Intangible Assets." These standards prohibit the application
of the pooling-of-interests method of accounting for business combinations
effective June 30, 2001 and require companies to stop amortizing existing
goodwill and intangible assets with indefinite lives effective January 1, 2002.
In addition, any goodwill or indefinite life intangible assets acquired between
July 1, 2001 and December 31, 2001 would not be amortized. Under the new rules,
companies would test for impairment of goodwill or indefinite life intangibles
at

                                       9
<Page>
                 AMERICAN CELLULAR CORPORATION AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                  (UNAUDITED)

6. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED)
least annually and would only adjust the carrying amount of these intangible
assets upon an impairment of the goodwill or indefinite life intangible assets.
The Company has not yet determined the effect these new accounting standards may
have on its results of operations, financial position and cash flow. The Company
will be required to implement these standards effective January 1, 2002.

    In July 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." This statement provides accounting and reporting standards for
costs associated with the retirement of long-lived assets. It requires entities
to record the fair value of a liability for an asset retirement obligation in
the period in which it is incurred. When the liability is initially recorded,
the entity capitalizes 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, an entity either settles the
obligation for its recorded amount or incurs a gain or loss upon settlement. The
Company has not yet determined the effect that this new accounting standard may
have on its results of operations, financial position and cash flows. The
Company will be required to implement this standard effective January 1, 2003.

    In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." This statement replaces SFAS
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of." However, it maintains the fundamental provisions of
SFAS No. 121 for recognition and measurement of the impairment of long-lived
assets to be held and used and for measurement of long-lived assets to be
disposed of by sale. This statement applies to all long-lived assets, including
discontinued operations, and replaces the provisions of APB Opinion No. 30,
"Reporting the Results of Operations-Reporting the Effects of Disposal of a
Segment of a Business," for the disposal of segments of a business. This
statement requires that those long-lived assets be measured at the lower of
carrying amount or fair value less cost to sell. The Company is currently
assessing the impact of this standard on its results of operations, financial
position and cash flows. In addition, the Company is considering early adoption
of this standard, thus, requiring the Company to restate all of its 2001
financial statements accordingly. However, if the Company decides not to early
adopt this standard, the Company will be required to implement this standard
effective January 1, 2002.

7. SUBSEQUENT EVENTS

    On October 30, 2001, two of the Company's wholly-owned, indirect
subsidiaries, entered into a definitive agreement with Verizon Wireless to sell
the Tennessee 4 RSA for a total of $202 million. The Tennessee 4 RSA covers a
total population of 290,800. Proceeds from this sale will primarily be used to
pay down bank debt under the credit facility. This transaction is expected to
close during first quarter 2002.

                                       10
<Page>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
  OF OPERATIONS

    THE FOLLOWING DISCUSSION AND ANALYSIS PRESENTS FACTORS, WHICH WE BELIEVE ARE
RELEVANT TO AN ASSESSMENT AND UNDERSTANDING OF OUR CONSOLIDATED FINANCIAL
POSITION AND RESULTS OF OPERATIONS. THIS FINANCIAL AND BUSINESS ANALYSIS SHOULD
BE READ IN CONJUNCTION WITH OUR CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND
THE RELATED NOTES.

OVERVIEW

    Our predecessor, PriCellular was formed on February 21, 1990. We were formed
on February 26, 1998 and acquired PriCellular, for accounting purposes, on
June 25, 1998. On February 25, 2000, we were acquired by AT&T Wireless and
Dobson Communications. We provide rural and suburban wireless telephone services
in portions of twelve states. At September 30, 2001, our wireless systems
covered a total population of approximately 5.3 million and we had approximately
635,200 subscribers.

REVENUE

    Our operating revenue consists of service revenue, roaming revenue and
equipment and other revenue.

    We primarily derive service revenue by providing wireless services to our
subscribers. The industry has experienced a trend of declining average revenue
per minute as competition among wireless service providers has led to reductions
in rates for airtime. These declines have been generally offset by significant
increases in average minutes of use per subscriber. We believe that the industry
trend toward increasing minutes of use per subscriber will continue to offset
declining revenues per minute of use due to the continued popularity of single
rate calling plans and the enhanced service capacity of recently developed
digital networks.

    We derive roaming revenue by providing service to subscribers of other
wireless providers when those subscribers "roam" into our markets and use our
systems to carry their calls. Roaming revenue accounted for 36.1%, 42.4%, 34.3%
and 40.5% of our operating revenue for the three months ended September 30,
2001, and 2000, and the nine months ended September 30, 2001 and 2000,
respectively. Roaming revenue typically yields higher average per minute rates
and higher margins than revenue from our subscribers. We achieve these higher
margins because we incur relatively lower incremental costs related to network
operations, customer service, and collections in servicing roaming customers as
compared to our home subscribers. However, even though roaming revenue yields
higher margins than revenue from our subscribers, the yields are declining due
to increased market pressures and competition between wireless providers. Our
roaming yield (roaming revenue, which includes airtime, toll charges and
surcharges, divided by roaming minutes of use) was $0.40, $0.56, $0.42 and $0.62
per minute for the three months ended September 30, 2001 and 2000, and the nine
months ended September 30, 2001 and 2000, respectively. Roaming revenue tends to
be impacted by seasonality. We typically have higher roaming revenue during the
second and third quarters of each year, as users tend to travel more and
therefore use their wireless phones more during the spring and summer months.
Despite the decline in our roaming yield, our overall roaming revenue remained
fairly constant due to increases in roaming minutes of use.

    We include any toll, or long-distance, revenues related to our wireless and
roaming services in service revenue and roaming revenue. Equipment revenue is
revenue from selling wireless equipment to our subscribers.

COSTS AND EXPENSES

    Our primary operating expense categories include cost of service, cost of
equipment, marketing and selling costs, general and administrative costs and
depreciation and amortization.

                                       11
<Page>
    Our cost of service consists primarily of costs to operate and maintain our
facilities utilized in providing service to customers and amounts paid to
third-party wireless providers for providing service to our subscribers when our
subscribers roam into their markets.

    Our cost of equipment represents the cost associated with telephone
equipment and accessories sold to customers. In recent years, we and other
wireless providers have increased the use of discounts on phone equipment and
free phone promotions, as competition between service providers has intensified.
As a result, we have incurred, and expect to continue to incur, losses on
equipment sales, which have resulted in increased marketing and selling costs
per gross additional subscriber. While we expect to continue these discounts and
promotions, we believe that these promotions will result in increased revenue
from increases in the number of wireless subscribers.

    Our marketing and selling costs include advertising, compensation paid to
sales personnel and independent agents and all other costs to market and sell
wireless products and services. We pay commissions to direct sales personnel and
independent sales agents for new business generated.

    Our general and administrative costs include all infrastructure costs,
including costs for customer support, billing, collections, and corporate
administration. One of our principal owners, Dobson Communications, provides
management and certain other services to us in accordance with a management
agreement. We share corporate and shared call center costs incurred by Dobson
Communications with Dobson Communications. These shared costs are allocated
between Dobson Communications and us primarily based on the estimated
populations in our respective licensed areas and subscribers.

    Our depreciation and amortization expense represents the costs associated
with the depreciation of our fixed assets and the amortization of our intangible
assets; primarily goodwill, wireless license acquisition costs and customer
lists.

RESULTS OF OPERATIONS

    THREE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO THREE MONTHS ENDED
     SEPTEMBER 30, 2000

    In the text below, financial statement numbers have been rounded; however,
the percentage changes are based on the actual financial statements.

    OPERATING REVENUE.  For the three months ended September 30, 2001, total
operating revenue increased $14.5 million, or 13.1%, to $125.0 million from
$110.5 million for the comparable period in 2000. Total service, roaming and
equipment and other revenue represented 60.0%, 36.1% and 3.9%, respectively, of
total operating revenue during the three months ended September 30, 2001 and
53.3%, 42.4% and 4.3%, respectively, of total operating revenue during the three
months ended September 30, 2000.

    The following table sets forth the components of the Company's revenue for
the periods indicated:

<Table>
<Caption>
                                                          THREE MONTHS ENDED
                                                             SEPTEMBER 30,
                                                          -------------------
                                                            2001       2000
                                                          --------   --------
                                                           ($ IN THOUSANDS)
<S>                                                       <C>        <C>
Operating Revenue:
  Service revenue.......................................  $ 75,042   $ 58,954
  Roaming revenue.......................................    45,092     46,827
  Equipment and other revenue...........................     4,819      4,726
                                                          --------   --------
    Total...............................................  $124,953   $110,507
                                                          ========   ========
</Table>

                                       12
<Page>
    Service revenue increased $16.0 million, or 27.3%, to $75.0 million in the
three months ended September 30, 2001 from $59.0 million in the same period of
2000. The increase was primarily attributable to increased penetration and usage
in the existing company markets. Our subscriber base increased 23.5% to
approximately 635,200 at September 30, 2001 from approximately 514,500 at
September 30, 2000. Our average monthly service revenue per subscriber increased
2.3% to $40 from $39 for the three months ended September 30, 2001 and 2000,
respectively. Our average monthly service revenue per subscriber has been
positively impacted by changes in the mix between digital and analog subscribers
in our subscriber base. On September 30, 2001, 67.9% of our subscriber base was
on digital rate plans compared to 34.9% at September 30, 2000. Our digital rate
plans typically produce higher service revenue per subscriber and allow
subscribers to use more minutes in a larger home area than our analog rate
plans.

    Roaming revenue decreased $1.7 million, or 3.7%, to $45.1 million in the
three months ended September 30, 2001 from $46.8 million for the comparable
period of 2000. Roaming minutes have increased by 36.7% since the same quarter
of 2000, however, our roaming revenue per minute-of-use has decreased by 28.6%.
Decreases in our revenue per minute-of-use are a result of new lower rate
contracts that were entered into in 2000 and scheduled rate reductions in
existing contracts.

    Equipment and other revenue of $4.8 million in the three months ended
September 30, 2001 represented an increase of $0.1 million, or 2.0%, from
$4.7 million in the same period of 2000. This increase was a result of increased
equipment sales as a result of growth in subscriber additions during the three
months ended September 30, 2001, offset by increased phone discounts due to more
competitive markets.

    COST OF SERVICE.  For the three months ended September 30, 2001, the total
cost of service increased $8.0 million, or 36.6% to $29.8 million from
$21.8 million for the comparable period in 2000. As described with our service
revenue above, on average, our digital subscribers use more minutes than our
analog subscribers. This increased usage also increases the minutes used by our
subscribers outside our markets, thus increasing the expenses we are charged by
third-party wireless providers. Our cost of service increased approximately
$3.7 million due to increased charges by third party wireless providers. The
remaining increase of $4.3 million was primarily the result of increased
networking costs associated with our increased build-out of cell sites and
continual upgrades to our digital network.

    COST OF EQUIPMENT.  For the three months ended September 30, 2001, cost of
equipment increased $0.9 million, or 10.2% to $9.3 million during 2001 from
$8.4 million in the same period of 2000, primarily from increases in the volume
of equipment sold due to the growth in gross subscriber additions and the
migration of subscribers from analog to digital service.

    MARKETING AND SELLING COSTS.  Marketing and selling costs increased
$3.8 million, or 32.6%, to $15.4 million for the three month period ended
September 30, 2001 from $11.6 million in the comparable period of 2000. This was
a result of an increase in gross subscriber additions. The number of gross
subscribers added in the third quarter of 2001 increased approximately 18.3%, to
60,800, compared to approximately 51,400 added in the third quarter of 2000.

    GENERAL AND ADMINISTRATIVE COSTS.  General and administrative costs
increased $5.9 million, or 53.5%, to $17.0 million for the three month period
ended September 30, 2001 from $11.1 million for the same period in 2000. This
increase is a result of increased infrastructure costs such as customer service,
billing, collections and administrative costs as a result of our overall growth.

    DEPRECIATION AND AMORTIZATION EXPENSE.  For the three months ended
September 30, 2001, depreciation and amortization expense increased
$3.8 million, or 8.4% to $48.8 million from $45.0 million in the same period of
2000. The increase is a result of additional depreciation on fixed assets and
amortization on intangible assets acquired during 2000 and 2001.

                                       13
<Page>
    INTEREST EXPENSE.  For the three months ended September 30, 2001, interest
expense increased $1.5 million, or 3.5%, to $45.3 million from $43.8 million in
the same period of 2000. The increase primarily resulted from an overall
increase in our outstanding debt, which includes, the issuance of our
$700 million Senior Subordinated Notes.

    NET LOSS.  For the three months ended September 30, 2001, our net loss was
$30.3 million. Our net loss increased $5.3 million, or 21.3%, from
$25.0 million in the three months ended September 30, 2000. The increase in our
net loss is primarily attributable to our increase in operating and interest
expenses, offset by our increase in service revenue.

    DIVIDENDS ON PREFERRED STOCK.  For the three months ended September 30,
2001, our dividends on preferred stock were $0.9 million.

    COMPREHENSIVE LOSS.  We implemented SFAS 133 in January 2001. As a result,
we recorded a net loss to comprehensive income totaling $17.5 million as of
September 30, 2001.

    NINE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO NINE MONTHS ENDED
     SEPTEMBER 30, 2000

    The combined nine months ended September 30, 2000 results of operations
combine the results of operation for the period from January 1, 2000 through
February 24, 2000 (the period prior to our acquisition by AT&T Wireless and
Dobson Communications) and the results of operations for the period from
February 25, 2000 through September 30, 2000 (the period subsequent to our
acquisition by AT&T Wireless and Dobson Communications). For comparison
purposes, any reference in this "Management's Discussion and Analysis of
Financial Conditions and Results of Operations" to the period ended
September 30, 2000 refers to the combined period ended September 30, 2000.

                                       14
<Page>
    The following table sets forth the components of our results of operations
for the periods indicated:

<Table>
<Caption>
                                              JANUARY 1, 2000      FEBRUARY 25, 2000       COMBINED NINE
                        NINE MONTHS ENDED         THROUGH               THROUGH            MONTHS ENDED
                       SEPTEMBER 30, 2001    FEBRUARY 24, 2000    SEPTEMBER 30, 2000    SEPTEMBER 30, 2000
                       -------------------   ------------------   -------------------   -------------------
<S>                    <C>                   <C>                  <C>                   <C>
Operating Revenue:
  Service revenue....       $ 207,171             $ 31,189             $129,478              $ 160,667
  Roaming revenue....         115,278               21,005               97,713                118,718
  Equipment and other
    revenue..........          14,182                2,469               10,941                 13,410
                            ---------             --------             --------              ---------
    Total operating
      revenue........         336,631               54,663              238,132                292,795
                            ---------             --------             --------              ---------
Operating Expenses:
  Cost of service....          81,687               10,165               43,494                 53,659
  Cost of equipment..          31,261                3,510               16,517                 20,027
  Marketing and
    selling..........          44,469                5,347               23,250                 28,597
  General and
    administrative...          47,580                8,301               26,930                 35,231
  Depreciation and
    amortization.....         141,873               16,720              108,210                124,930
                            ---------             --------             --------              ---------
    Total operating
      expenses.......         346,870               44,043              218,401                262,444
                            ---------             --------             --------              ---------
Operating (loss)
  income.............         (10,239)              10,620               19,731                 30,351
  Interest expense...        (131,003)             (16,051)             (96,849)              (112,900)
  Interest income....           2,935                  990                  489                  1,479
  Other income
    (expense)........            (457)              (1,510)                  29                 (1,481)
                            ---------             --------             --------              ---------
Loss before income
  taxes..............        (138,764)              (5,951)             (76,600)               (82,551)
Income tax
  (provision)
  benefit............          36,967                 (154)              15,727                 15,573
                            ---------             --------             --------              ---------
Net loss.............        (101,797)              (6,105)             (60,873)               (66,978)
Dividends on
  preferred stock....            (875)                  --                   --                     --
                            ---------             --------             --------              ---------
Net loss applicable
  to common
  stockholder........       $(102,672)            $ (6,105)            $(60,873)             $ (66,978)
                            =========             ========             ========              =========
</Table>

    In the text below, financial statement numbers have been rounded; however,
the percentage changes are based on the actual combined financial statement
numbers.

    OPERATING REVENUE.  For the nine months ended September 30, 2001, total
operating revenue increased $43.8 million, or 15.0%, to $336.6 million from
$292.8 million for the comparable period in 2000. Total service, roaming and
equipment and other revenue represented 61.5%, 34.3% and 4.2%, respectively, of
total operating revenue during the nine months ended September 30, 2001 and
54.9%, 40.5% and 4.6%, respectively, of total operating revenue during the nine
months ended September 30, 2000.

    Service revenue increased $46.5 million, or 28.9%, to $207.2 million in the
nine months ended September 30, 2001 from $160.7 million in the same period of
2000. The increase was primarily attributable to increased penetration and usage
in the existing company markets. Our subscriber base increased 23.5% to
approximately 635,200 at September 30, 2001 from approximately 514,500 at
September 30, 2000. Our average monthly service revenue per subscriber increased
2.6% to $39 from

                                       15
<Page>
$38 for the nine months ended September 30, 2001 and 2000, respectively. Our
average monthly service revenue per subscriber has been positively impacted by
changes in the mix between digital and analog subscribers in our subscriber
base. On September 30, 2001, 67.9% of our subscriber base was on digital rate
plans compared to 34.9% at September 30, 2000. Our digital rate plans typically
produce higher service revenue per subscriber and allow subscribers to use more
minutes in a larger home area than our analog rate plans.

    Roaming revenue decreased $3.4 million, or 2.9%, to $115.3 million in the
nine months ended September 30, 2001 from $118.7 million for the comparable
period of 2000. Roaming minutes have increased by 43.3% since the same period of
2000, however, our roaming revenue per minute-of-use has decreased by 32.3%.
Decreases in our revenue per minute-of-use are a result of new lower rate
contracts that were entered into in 2000 and scheduled rate reductions in
existing contracts.

    Equipment and other revenue of $14.2 million in the nine months ended
September 30, 2001 represented an increase of $0.8 million, or 5.8%, from
$13.4 million in the same period of 2000. This increase was a result of
increased equipment sales as a result of growth in subscriber additions during
the nine months ended September 30, 2001, offset by increased phone discounts
due to more competitive markets.

    COST OF SERVICE.  For the nine months ended September 30, 2001, the total
cost of service increased $28.0 million, or 52.2%, to $81.7 million from
$53.7 million for the comparable period in 2000. As described with our service
revenue above, on average, our digital subscribers use more minutes than our
analog subscribers. This increased usage also increases the minutes used by our
subscribers outside our markets, thus increasing the expenses we are charged by
third-party wireless providers. Our cost of service increased approximately
$13.3 million due to increased charges by third party wireless providers. The
remaining increase of $14.7 million was primarily the result of increased
networking costs associated with our increased build-out of cell sites and
continual upgrades to our digital network.

    COST OF EQUIPMENT.  For the nine months ended September 30, 2001, cost of
equipment increased $11.3 million, or 56.1%, to $31.3 million during 2001 from
$20.0 million in the same period of 2000, resulting from increases in the volume
of equipment sold due to the growth in gross subscriber additions and the
migration of subscribers from analog to digital service.

    MARKETING AND SELLING COSTS.  Marketing and selling costs increased
$15.9 million, or 55.5%, to $44.5 million for the nine month period ended
September 30, 2001 from $28.6 million in the comparable period of 2000. This was
a result of an increase in gross subscriber additions. The number of gross
subscribers added in the nine months ended September 30, 2001 increased
approximately 21.4%, to 178,100, compared to approximately 146,700 added in the
nine months ended September 30, 2000.

    GENERAL AND ADMINISTRATIVE COSTS.  General and administrative costs
increased $12.4 million, or 35.0%, to $47.6 million for the nine month period
ended September 30, 2001 from $35.2 million for the same period in 2000. This
increase is a result of increased infrastructure costs such as customer service,
billing, collections and administrative costs as a result of our overall growth.

    DEPRECIATION AND AMORTIZATION EXPENSE.  For the nine months ended
September 30, 2001, depreciation and amortization expense increased
$17.0 million, or 13.6%, to $141.9 million from $124.9 million in the same
period of 2000. The increase is a result of additional depreciation on fixed
assets and amortization on intangible assets acquired during 2000 and 2001.

    INTEREST EXPENSE.  For the nine months ended September 30, 2001, interest
expense increased $18.1 million, or 16.0%, to $131.0 million from
$112.9 million in the same period of 2000. The increase primarily resulted from
an overall increase in our outstanding debt, which includes the issuance of our
$700 million Senior Subordinated Notes.

                                       16
<Page>
    NET LOSS.  For the nine months ended September 30, 2001, our net loss was
$101.8 million. Our net loss increased $34.8 million, or 52.0%, from
$67.0 million in the nine months ended September 30, 2000. The increase in our
net loss is primarily attributable to our increase in depreciation and
amortization and interest expense.

    DIVIDENDS ON PREFERRED STOCK.  For the nine months ended September 30, 2001,
our dividends on preferred stock were $0.9 million.

    COMPREHENSIVE LOSS.  We implemented SFAS 133 in January 2001. As a result,
we recorded a net loss to comprehensive income totaling $17.5 million as of
September 30, 2001, thus making our total comprehensive loss $119.3 million for
the nine months ended September 30, 2001.

LIQUIDITY AND CAPITAL RESOURCES

    We have required, and will likely continue to require, substantial capital
to further develop, expand and upgrade our wireless systems and those we may
acquire. We have financed our operations through cash flows from operating
activities, bank debt and the sale of debt securities.

NET CASH FLOW

    At September 30, 2001, we had working capital of $3.4 million (a ratio of
current assets to current liabilities of 1:1) and an unrestricted cash balance
of $10.2 million, which compares to a working capital deficit of $25.9 million,
(a ratio of current assets to current liabilities of 0.8:1) and an unrestricted
cash balance of $15.1 million at December 31, 2000.

    Our net cash provided by operating activities totaled $25.9 and
$69.1 million for the nine months ended September 30, 2001 and for the period
from February 25, 2000 through September 30, 2000, respectively. Cash used in
operating activities for the nine months ended September 30, 2001 increased
compared to the period from February 25, 2000 through September 30, 2000
primarily due to increases in our net loss and deferred income taxes and
investment tax credits, offset by depreciation and amortization.

    Net cash used in investing activities totaled $77.9 million and
$46.7 million for the nine months ended September 30, 2001 and the period from
February 25, 2000 through September 30, 2000, respectively. Investing activities
for the nine months ended September 30, 2001 were primarily attributable to
capital expenditures of $66.3 million.

    Net cash provided by financing activities was $47.0 million for the nine
months ended September 30, 2001, while the net cash used in financing activities
totaled $9.0 million for the period from February 25, 2000 through
September 30, 2000. Financing activity sources for the nine months ended
September 30, 2001 consisted primarily of net proceeds from the issuance of our
Senior Subordinated Notes due 2009, the issuance of preferred stock and proceeds
from long-term debt offset by repayments of long-term debt and the purchase of
restricted investments to be used for the first four scheduled interest payments
on the Senior Subordinated Notes due 2009.

CAPITAL RESOURCES

    On February 25, 2000, we obtained a $1.75 billion credit facility, to retire
existing debt and complete our acquisition by the Joint Venture. Our credit
facility included a $300.0 million revolving credit facility and $1.45 billion
of term loan facilities. On March 2, 2001, our lenders and we agreed to an
amendment to our credit facility. This amendment became effective on March 14,
2001, when we permanently repaid $200.0 million of the term notes under our
credit facility. We used proceeds from our issuance of $450.0 million Senior
Subordinated Notes due 2009, to reduce our credit facility to $1.55 billion. On
May 31, 2001, our lenders and we agreed to a second amendment to our credit
facility. This amendment became effective on June 4, 2001, when we permanently
repaid $201.3 million of the term notes under our credit facility with proceeds
from our issuance of $250.0 million Senior

                                       17
<Page>
Subordinated Notes due 2009, which reduced our credit facility to
$1.34 billion. On September 27, 2001, our lenders and we agreed to a third
amendment to the credit facility, which modifies certain financial covenants. As
of September 30, 2001 we had outstanding borrowings under our credit facility of
$1.13 billion, and approximately $78.1 million of credit availability.

    Interest on the revolving credit facility and the term loan facilities is
based on a prime rate or a LIBOR formula, and has ranged in total between 6.1%
and 10.1% since inception. We are required to reduce the outstanding principal
balances of our term loans by a maximum of $41.0 million during the next twelve
months.

    On March 14, 2001, we completed the sale of $450.0 million Senior
Subordinated Notes due 2009. These notes were sold at a discount of
$3.3 million and carry an interest rate of 9.5%. The discount will be amortized
over the life of the notes. On June 4, 2001, we completed the sale of
$250.0 million of Senior Subordinated Notes due 2009. These notes were sold at a
discount of $3.6 million and carry an interest rate of 9.5%. The discount will
be amortized over the life of the notes.

    On June 29, 2001, we received $35.0 million for the purchase of 35,000
shares of our Series A Preferred Stock.

CAPITAL COMMITMENTS

    Our capital expenditures were $66.3 million for the nine months ended
September 30, 2001 and we expect our capital expenditures to be approximately
$90.0 to $95.0 million for all of 2001. The amount and timing of capital
expenditures may vary depending on the rate at which we expand and develop our
wireless systems and whether we consummate additional acquisitions.

    Although we cannot provide any assurance, assuming successful implementation
of our strategy, including the further development of our wireless systems and
growth in our cash flows, we believe that borrowings under our bank credit
facility, the net proceeds from our debt offerings, and cash flows from
operations should be sufficient to satisfy our currently expected capital
expenditures, working capital and debt service obligations over the next year.
The actual amount and timing of our future capital requirements may differ
materially from our estimates as a result of, among other things, the demand for
our services and regulatory, technological and competitive developments. We
currently expect that we may have to refinance our indebtedness at their
respective maturities commencing in 2007. Sources of additional financing may
include commercial bank borrowings, vendor financing and the sale of equity or
debt securities. We cannot assure you that any such financing will be available
on acceptable terms or at all.

EFFECT OF NEW ACCOUNTING STANDARDS

    In July 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, "Business Combinations" and No. 142,
"Goodwill and Other Intangible Assets." These standards prohibit the application
of the pooling-of-interests method of accounting for business combinations
effective June 30, 2001 and require companies to stop amortizing existing
goodwill and intangible assets with indefinite lives effective January 1, 2002.
In addition, any goodwill or indefinite life intangible assets acquired between
July 1, 2001 and December 31, 2001 would not be amortized. Under the new rules,
companies would test for impairment of goodwill or indefinite life intangibles
at least annually and would only adjust the carrying amount of these intangible
assets upon an impairment of the goodwill or indefinite life intangible assets.
We have not yet determined the effect these new accounting standards may have on
our results of operations, financial position and cash flow. We will be required
to implement these standards effective January 1, 2002.

    In July 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." This statement provides accounting and reporting standards for
costs associated with the retirement of long-lived assets. It requires entities
to record the fair value of a liability for an asset retirement obligation in
the period in which it is incurred. When the liability is initially recorded,
the entity capitalizes a cost

                                       18
<Page>
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, an entity either settles the obligation for its recorded
amount or incurs a gain or loss upon settlement. We have not yet determined the
effect that this new accounting standard may have on our results of operations,
financial position and cash flows. We will be required to implement this
standard effective January 1, 2003.

    In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." This statement replaces SFAS
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of." However, it maintains the fundamental provisions of
SFAS No. 121 for recognition and measurement of the impairment of long-lived
assets to be held and used and for measurement of long-lived assets to be
disposed of by sale. This statement applies to all long-lived assets, including
discontinued operations, and replaces the provisions of APB Opinion No. 30,
"Reporting the Results of Operations-Reporting the Effects of Disposal of a
Segment of a Business," for the disposal of segments of a business. This
statement requires that those long-lived assets be measured at the lower of
carrying amount or fair value less cost to sell. We are currently assessing the
impact of this standard on our results of operations, financial position and
cash flows. In addition, we are considering early adoption of this standard,
thus, requiring us to restate all of our 2001 financial statements accordingly.
However, if we decide not to early adopt this standard, we will be required to
implement this standard effective January 1, 2002.

FORWARD-LOOKING STATEMENTS

    The description of our plans set forth herein, including planned capital
expenditures and acquisitions, are forward-looking statements made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. These plans involve a number of risks and uncertainties. Important factors
that could cause actual capital expenditures, acquisition activity or our
performance to differ materially from the plans include, without limitation, our
ability to satisfy the financial covenants of our outstanding debt and to raise
additional capital; our ability to manage our rapid growth successfully and to
compete effectively in our wireless business against competitors with greater
financial, technical, marketing and other resources; changes in end-user
requirements and preferences; the development of other technologies and products
that may gain more commercial acceptance than ours; and adverse regulatory
changes. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof. We undertake
no obligation to update or revise these forward-looking statements to reflect
events or circumstances after the date hereof including, without limitation,
changes in our business strategy or planned capital expenditures, or to reflect
the occurrence of unanticipated events.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    Our primary market risk relates to changes in interest rates. Market risk is
the potential loss arising from adverse changes in market prices and rates,
including interest rates. We do not enter into derivatives or other financial
instruments for trading or speculative purposes. The objective of our financial
risk management is to minimize the negative impact of interest rate fluctuations
on our earnings and equity. The counterparty is a major financial institution.
As of September 30, 2001 we had interest rate hedges under various derivative
contracts totaling $1.03 billion on our $1.33 billion credit facility. The terms
of these agreements expire in June 2002. Increases in interest expense related
to the interest rate hedge for the nine months ended September 30, 2001 and 2000
were reflected in income and were immaterial.

    The fair market value of long-term fixed interest rate debt is subject to
interest rate risk. Generally, the fair market value of fixed interest rate debt
will increase as interest rates fall and decrease as interest rates rise. Based
on our market risk sensitive instruments outstanding at September 30, 2001, we
have determined that there was no material market risk exposure to our
consolidated financial position, results of operations or cash flows as of such
date.

                                       19
<Page>
PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

    Not applicable

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

    Not applicable

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

    Not applicable

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    Not applicable

ITEM 5. OTHER INFORMATION

    On October 30, 2001 two of the Registrant's wholly-owned, indirect
subsidiaries, entered into an agreement to sell its FCC license and related
assets constituting its cellular system in rural service area #646 in Tennessee
("Tennessee 4 RSA") for an aggregate sales price of $202 million, subject to
closing adjustments.

    This transaction is subject to FCC approval of the transfer of the license
and to other customary closing conditions.

    The purchaser in this transaction is Cellco Partnership, doing business as
Verizon Wireless. The purchase price was determined in arm's-length negotiations
between the Registrant and the purchaser.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

    (a) Exhibits

    The following exhibits are filed as a part of this report:

<Table>
<Caption>
       EXHIBIT                                                                         METHOD OF
       NUMBER                                   DESCRIPTION                              FILING
---------------------   ------------------------------------------------------------  ------------
<S>                     <C>                                                           <C>
 3.1                    Fourth Restated Certificate of Incorporation of American
                        Cellular Corporation                                              (1)[3.1]
 3.2                    Amended and Restated Bylaws of Registrant                         (1)[3.2]
 4.1                    Second Amended and Restated Limited Liability Company
                        Agreement of ACC Acquisition LLC, dated February 25, 2000,
                        between AT&T Wireless Services JV Co. and Dobson JV Company       (1)[4.1]
 4.2                    Indenture dated March 14, 2001 between American Cellular
                        Corporation and United States Trust Company of New York           (1)[4.2]
 4.3                    Escrow and Security Agreement dated March 14, 2001 between
                        American Cellular Corporation and United States Trust
                        Company of New York                                               (1)[4.3]
 4.4                    Registration Rights Agreement dated March 14, 2001 between
                        American Cellular Corporation, Lehman Brothers, Inc. and
                        Banc of America Securities LLC                                    (1)[4.4]
 4.5                    Escrow and Security Agreement dated June 4, 2001 between
                        American Cellular Corporation and United States Trust
                        Company of New York                                               (3)[4.5]
 4.6                    Registration Rights Agreement dated June 4, 2001 between
                        American Cellular Corporation, Banc of America Securities
                        LLC and Lehman Brothers, Inc.                                     (3)[4.6]
</Table>

                                       20
<Page>

<Table>
<Caption>
       EXHIBIT                                                                         METHOD OF
       NUMBER                                   DESCRIPTION                              FILING
---------------------   ------------------------------------------------------------  ------------
<S>                     <C>                                                           <C>
 10.1                   Amended and Restated Management Agreement, dated February
                        25, 2000, between Dobson Cellular Systems, Inc. and of ACC
                        Acquisition LLC                                                  (1)[10.1]
 10.2                   Amended and Restated Operating Agreement, dated February 25,
                        2000, between Dobson Cellular Systems, Inc. (and its
                        affiliates) and ACC Acquisition LLC (and its affiliates)         (1)[10.2]
 10.3                   Amended and Restated Operating Agreement, dated February 25,
                        2000, between AT&T Wireless Services, Inc. (and its
                        affiliates) and ACC Acquisition LLC (and its affiliates)         (1)[10.3]
 10.4.1                 Credit Agreement, dated February 25, 2000, among American
                        Cellular Corporation, Bank of America, N.A., CIBC World
                        Market Corp., Barclays Bank PLC, Lehman Commercial Paper
                        Inc., TD Securities Inc. and others                              (1)[10.4]
 10.4.2                 First Amendment to Credit Agreement dated March 2, 2001        (1)[10.4.1]
 10.4.3                 Second Amendment to Credit Agreement dated May 31, 2001        (2)[10.4.2]
 10.5                   License Agreement, dated September 23, 1998, by and between
                        H.O. Software, Inc. and American Cellular Corporation, as
                        amended, modified or otherwise supplemented from time to
                        time                                                             (1)[10.5]
 10.6                   Supply Agreement, dated December 6, 1995, between Nortel
                        Networks, Inc.
                        f/k/a Northern Telecom, Inc. and Dobson Communications
                        Corporation, as amended by amendment six dated June 30,
                        2000.                                                            (1)[10.6]
 10.7                   Form of License Agreement among Cellular One Group and
                        various subsidiaries of American Cellular Corporation            (1)[10.7]
 10.8                   Intercarrier Roamer Service Agreement, dated January 23,
                        1997, between American Cellular Corporation, as successor to
                        PriCellular Corporation and United States Cellular
                        Corporation                                                      (1)[10.8]
 10.9.1                 Intercarrier Roamer Service Agreement dated October 16, 1999
                        between Cingular Wireless, as successor to Southwestern Bell
                        Mobile Systems, Inc., and Dobson Cellular Systems, Inc.          (1)[10.9]
 10.9.2                 Letter Agreement dated July 5, 2000 accepting American
                        Cellular Corporation as an affiliate of Dobson Cellular
                        Systems, Inc.                                                  (1)[10.9.1]
 10.9.3                 Letter Agreement regarding Crossband Roaming, dated June 14,
                        2000, between American Cellular Corporation and Cingular
                        Wireless, successor to Southwestern Bell Mobile Systems,
                        Inc.                                                           (1)[10.9.2]
 10.10                  Intercarrier Roamer Service Agreement, dated March 14, 1997,
                        between American Cellular Corporation, successor to
                        PriCellular Corporation and Cingular Wireless, successor to
                        Houston Cellular                                                (1)[10.10]
 10.11                  Intercarrier Roamer Service Agreement, dated September 16,
                        2000, between Cingular Wireless, successor to BellSouth
                        Cellular National Marketing, Inc. and Dobson Cellular
                        Systems, Inc.                                                   (1)[10.11]
 10.12                  Intercarrier Roamer Service Agreement, dated January 16,
                        1997, between American Cellular Corporation, successor to
                        PriCellular Corporation and Verizon Wireless, successor to
                        parties doing business as Bell Atlantic NYNEX Mobile            (1)[10.12]
 10.13                  Intercarrier Roamer Service Agreement, dated April 2, 1998,
                        between American Cellular Corporation, successor to
                        PriCellular Corporation and Verizon Wireless, successor to
                        GTE Mobile Communications Inc., GTE Mobilenet Inc. and
                        Control Cellular Inc.                                           (1)[10.13]
 10.14                  Intercarrier Roamer Service Agreement, dated January 16,
                        1997, between Verizon Wireless, successor to AIRTOUCH
                        Cellular and American Cellular Corporation, successor to
                        PriCellular Corporation                                         (1)[10.14]
</Table>

                                       21
<Page>

<Table>
<Caption>
       EXHIBIT                                                                         METHOD OF
       NUMBER                                   DESCRIPTION                              FILING
---------------------   ------------------------------------------------------------  ------------
<S>                     <C>                                                           <C>
 10.15                  Intercarrier Roamer Service Agreement, dated September 9,
                        1997, between American Cellular Corporation, successor to
                        PriCellular Corporation and Verizon Wireless, successor to
                        US West Communications, Inc.                                    (1)[10.15]
 10.16                  Intercarrier Roamer Service Agreement, dated January 16,
                        1997, between Licensees and Permittees (as defined in the
                        Agreement) and American Cellular Corporation, successor to
                        PriCellular Corporation                                         (1)[10.16]
 10.17                  Asset Purchase agreement dated October 30, 2001 by and
                        between ACC of Tennessee LLC, and Cellco Partnership, a
                        Delaware general partnership, d/b/a Verison Wireless                   (4)
</Table>

(1) Filed as an exhibit to the Registrant's Statement on Form S-4 (registration
    No. 333-59322), as the exhibit number indicated in brackets and incorporated
    by reference herein.

(2) Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q for
    the quarter ended March 31, 2001, as the exhibit number indicated in
    brackets and incorporated by reference herein.

(3) Filed as an exhibit to the Registrant's Statement on Form S-4 (registration
    No. 333-59322), as the exhibit number indicated in brackets and incorporated
    by reference herein.

(4) Filed herewith.

    (b) Reports on Form 8-K

       Not applicable

                                       22
<Page>
                                   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 thereunto duly authorized.

<Table>
<S>                                                    <C>  <C>
                                                                AMERICAN CELLULAR CORPORATION
                                                                        (registrant)

November 13, 2001                                      By:            /s/ EVERETT R. DOBSON
                                                            -----------------------------------------
                                                                        Everett R. Dobson
                                                            CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE
                                                                             OFFICER

November 13, 2001                                      By:           /s/ BRUCE R. KNOOIHUIZEN
                                                            -----------------------------------------
                                                                       Bruce R. Knooihuizen
                                                            VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                                                                  (PRINCIPAL FINANCIAL OFFICER)
</Table>

                                       23