##### Table of Contents



UNITED STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C. 20549
    FORM 10-K
  x
    ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF
    1934  For the fiscal year ended December 31, 2005
  o
    TRANSITION REPORT PURSUANT TO
    SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF
    1934  For the transition period
    from 
    to
  Commission File No:
    333-60639
    AMERICAN CELLULAR
    CORPORATION
 (Exact name of registrant as specified in its charter)
  Delaware

22-3043811(State or other jurisdiction of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)14201 Wireless Way
    Oklahoma City, OklahomaAddress of principal
    executive offices)

73134(Zip Code)   (405) 529-8500
       Securities
    registered pursuant to Section 12(b) of the Act:None
  Securities
    registered pursuant to Section 12(g) of the Act:None
  o x
  o x
  x o
  Regulation S-K Form 10-K Form 10-K. x
  Rule 12b-2
 Large accelerated
    filer o Accelerated
    filer o Non-accelerated
    filer x
  Rule 12b-2 o x
    Form 10-K
  None




---



##### 



AMERICAN
    CELLULAR CORPORATION
    ANNUAL REPORT ON
    FORM 10-K
  FOR THE YEAR ENDED DECEMBER 31, 2005
  TABLE OF CONTENTS
  ItemNumber



PagePART I1


Business


31A


Risk Factors


201B


Unresolved Staff
    Comments


282


Properties


283


Legal
    Proceedings


284


Submission of
    Matters to a Vote of Security Holders


28PART II5


Market for
    Registrants Common Equity, Related Stockholder Matters and
    Issuer
      Purchases of Equity Securities


296


Selected Financial
    Data


297


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


317A


Quantitative and
    Qualitative Disclosures About Market Risk


438


Financial
    Statements and Supplementary Data


449


Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure


629A


Controls and
    Procedures


629B


Other
    Information


62PART III10


Directors and
    Executive Officers of the Registrant


6311


Executive
    Compensation


6312


Security Ownership
    of Certain Beneficial Owners and Management


6313


Certain
    Relationships and Related Transactions


6314


Principal
    Accountants Fees and Services


63PART IV15


Exhibits and
    Financial Statement Schedules


65Statement of Computation of Ratios of Earnings to Fixed ChargesRule 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   2




---



##### Table of Contents



PART I  Item 1.
    Business  Explanatory Note: ACC Escrow Corp., which was a wholly owned,
    indirect subsidiary of Dobson Communications Corporation, or
    Dobson Communications, was formed in Delaware on June 23,
    2003 and commenced operations on August 8, 2003. As more
    fully described below, on August 19, 2003, ACC Escrow Corp.
    was merged into American Cellular Corporation, or American
    Cellular. PriCellular Corporation, the predecessor of American
    Cellular, was incorporated in Delaware on February 21, 1990
    and became American Cellular by merger on June 25, 1998.
    For financial reporting purposes, ACC Escrow Corp. is deemed to
    be the acquiring company. Consequently, this annual report on
    Form 10-K
    presents financial information for American Cellular for the
    period from the formation of ACC Escrow Corp. through
    December 31, 2005. Unless the context otherwise requires,
    all references to our, us and
    we refer to ACC Escrow Corp. and American Cellular
    and its predecessors and subsidiaries as a combined entity,
    except where it is clear that such terms refer only to American
    Cellular without regard to its combination with ACC Escrow Corp.
    References to combined with respect to our results
    of operations reflect the combination of American
    Cellulars results of operations through August 18,
    2003, with the results of operations of American Cellular and
    ACC Escrow Corp. from August 19, 2003 through
    December 31, 2003.
  Overview
      Form 10-K,
   3




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##### Table of Contents



Competitive
    Strengths
    Strong Current Market Position.
  Attractive Markets.
  Advanced Digital Technology.
  Continued Relationship with Dobson
    Communications.
  Strategy
    Drive ARPU Growth Through GSM/GPRS/EDGE
    Migration.
  Locally Focused Management. day-to-day
  Strategic Roaming Relationships.
 4




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Offer an Advanced Digital Technology.
  Targeted Sales Efforts.
  Introduce Enhanced Products and Services. e-mail ®
  Superior Customer Service. 24-hour
  Operations
      CellularLicensedState

PopulationIllinoisAlton, IL MSA


21,800KentuckyKY 4 RSA


269,200KY 5 RSA


167,200KY 6 RSA


287,000KY 8 RSA


126,500MichiganMI 1 RSA


202,100 5




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##### Table of Contents



CellularLicensedState

PopulationMinnesotaDuluth MN MSA


244,500MN 2 RSA


32,800MN 3 RSA


58,700MN 4 RSA


16,700MN 5 RSA


217,600MN 6 RSA


285,200New YorkOrange County, NY MSA


349,800Poughkeepsie, NY MSA


284,200NY 5 RSA


395,900NY 6 RSA


112,100OhioOH 7 RSA


262,000OH 10 RSA


62,700PennsylvaniaPA 4 RSA


96,600PA 9 RSA


187,100West VirginiaWV 2 RSA


76,700WV 3 RSA


264,700WisconsinEau Claire, WI MSA


150,100Wausau WI, MSA


127,700WI 1 RSA


121,800WI 2 RSA


87,200WI 3 RSA


146,600WI 4 RSA


126,800WI 5 RSA


85,700WI 6 RSA


34,000Total Cellular Licensed Pops


4,901,000     6




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##### Table of Contents



PCSLicensed


IncrementalState

Population


PopulationPCS:Kansas88 BTA


62,600



62,600Minnesota119 BTA


416,900



Missouri220 BTA


33,400



33,400Oklahoma31 BTA


49,200



49,200311 BTA


65,900



65,900354 BTA(1)


48,100



448 BTA


54,400



54,400Wisconsin123 BTA


198,000



Total PCS Population


928,500



265,500Total Licensed Population






5,166,500     (1)
    
    Our network does not currently cover these populations. Thus,
    they are not included in our incremental population above.  Service
    and Features
      Marketing
    Branding. ® ® ®
  Advertising.
 7




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Segmented Rate Plans. minutes-of-use,
  Sales and
    Distribution
    Retail Stores.
  Independent Dealers.
  Direct Sales.
  Resellers.
 8




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##### Table of Contents



Customer
    Service
    24-hours
    Roaming
      and/or
  
    The term of the new roaming agreement expires on August 12,
    2009, which extended the term of the old roaming agreements by
    approximately one year, while the term of each GSM operating
    agreement is unchanged and expires in mid-2008;
    Dobson Cellular and American Cellular on one hand and Cingular
    Wireless on the other hand agreed to mutually lower roaming
    rates, with Dobson Cellular and American Cellular paying
    Cingular a flat incollect rate through mid-2009 that is
    approximately half of the blended rate in previous roaming
    agreements;
    The roaming rate structure for payments between Dobson Cellular
    and American Cellular on one hand and Cingular Wireless on the
    other hand has been revised from the rate structure in the old
    agreements and is effective as of April 9, 2005;
    Dobson Cellular and American Cellular on the one hand and
    Cingular Wireless on the other hand will continue to mutually
    prefer one another for roaming through the term of the new
    roaming agreement; 9




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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The existing limited exclusivity provision of the GSM operating
    agreements will remain in effect with minor modifications until
    June 30, 2008, which we believe will have a minimal impact
    on revenue;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  | There will be
    home-on-home
    roaming in areas where Cingular Wireless and Dobson Cellular or
    American Cellular operate;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  | Dobson Cellular acquired on December 15, 2005, for
    $6.0 million, 10MHz of PCS spectrum covering
    1.1 million Pops, consisting of Youngstown, Ohio and Ohio
    11 RSA; and Erie and Sharon Pennsylvania and a portion of the
    Pennsylvania 1 RSA; and                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | Dobson Cellular and American Cellular may lease additional PCS
    spectrum. Cingular has assisted us in obtaining leases for up to
    10 MHz of spectrum from certain related parties. Dobson
    Cellular has entered into an agreement to lease 5 MHz of
    spectrum in counties covering approximately 497,000 Pops
    and 10 MHz of spectrum in one county covering approximately
    89,000 Pops. The parties continue to negotiate terms
    concerning the specific areas to be covered by any additional
    spectrum leases. In addition, Cingular has agreed to assist us
    in obtaining a lease for 10 MHz of spectrum covering
    approximately 291,000 Pops in Dutchess County in Poughkeepsie NY
    RSA.







T-Mobile T-Mobile T-Mobile T-Mobile




Billing
    System




® ®




Network
    Operations




Network Communications Equipment.




Connection Agreements.




Network Operations.




Cell Sites and Transmission Towers.


10



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System
    Development and Digital Technology




System Development. cell-by-cell








Digital Technology.








Competition




T-Mobile,


















11



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Regulation








Federal Regulation.




Federal Licensing Requirements.










12



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13



---



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1850-1990 MHz




Federal Ownership Restrictions. case-by-case






14



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General Regulatory Obligations.








E-911, market-by-market E-911 E-911 E-911


15



---



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E-911




E-911 E-911 E-911




IP-based














16



---



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and/or


















17



---



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and/or
















and/or






18



---



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E-911,




State, Local and Other Regulation.












Future Regulation.




Employees






19



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| |   |                                                                                                                                                                                                                                                                                                                                                
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | by either party in the event of the bankruptcy, insolvency,
    dissolution, winding up or liquidation of the other party;                                                                                                                                                                                                                     
|
| |  | by us upon a material breach by Dobson Cellular Systems, upon a
    failure by us to satisfy certain quality or financial
    performance standards established by Dobson Communications, and
    in the event of certain changes of control of Dobson
    Communications or transfers by Dobson Communications of its
    interests in us; and
|
| |  | by Dobson Cellular Systems upon a material breach by us.                                                                                                                                                                                                                                                                                       



Available
    Information




Form 10-K, Form 10-Q, Form 8-K, http://www.sec.gov




Item 1A.
    Risk Factors








| |                                                                                                                                                                                                                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We
    have a history of net losses and a history of being highly
    leveraged. We may incur additional losses in the future and
    operating results have and could continue to fluctuate
    significantly on a quarterly and annual basis. Also, we may need
    to obtain further financing or refinance current debt, which may
    or may not be available to us on acceptable terms.













20



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We
    depend on roaming revenue for a substantial portion of our total
    revenue. If our long-term roaming agreements are terminated or
    the terms of such arrangements become less favorable to us or
    the amount of roaming traffic under these agreements decrease
    materially, our business could be harmed.




minutes-of-use
















We may
    experience a high rate of customer turnover, which would
    adversely affect our financial performance.








and/or and/or


21



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The
    wireless industry is experiencing rapid technological change,
    and we may lose customers if we fail to keep up with these
    changes.








We
    depend on roaming partners to provide service for our
    subscribers who travel outside of our coverage
    areas.








We are
    controlled by Dobson Communications with whom we have entered
    into significant transactions. The interest of Dobson
    Communications and its principal stockholder could conflict with
    our interests.




day-to-day












ETC
    revenues are growing considerably as we gain ETC status in more
    states, however, if rulings were made to change the current
    calculation or allocation of ETC revenues, it could have an
    adverse effect on our financial results.








We
    face intense competition from other wireless
    providers.






22



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Our
    implementation of a new technology has resulted in network
    capacity constraints, heightened customer churn and increased
    costs.








| |                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Our
    transition from TDMA to next generation technologies could
    continue to have a negative impact on customer satisfaction and
    retention and our financial results.





23



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##### Table of Contents











| |                                                                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Our
    choice for the next generation of technology, EDGE, is a new
    technology and could quickly become obsolete
    and/or not
    commercially accepted, which could result in a delay in offering
    new services.



and/or




| |                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------
| | System
    failures could result in reduced user traffic and reduced
    revenue and could harm our reputation.







| |                                                                                                                                                                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We
    have committed a substantial amount of capital and will need to
    continue to provide substantial amounts of capital to
    continuously upgrade and enhance our wireless voice networks to
    offer advanced data services, but there can be no assurance that
    widespread demand for these services will develop.





24



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| |                                                                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The
    restrictive covenants in our debt instruments may limit our
    operating flexibility. Our failure to comply with these
    covenants could result in defaults under our debt instruments
    even though we may be able to meet our debt service
    obligations.











| |                                                                                                                                                                                                                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We
    rely on a limited number of key suppliers and vendors for timely
    supply of equipment and services relating to our network
    infrastructure. If these suppliers or vendors experience
    problems or favor our competitors, we may not be able to obtain
    sufficient quantities of the products and services we require to
    operate our businesses successfully.







| |                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------
| | Our
    operations are subject to governmental regulation that could
    have an adverse effect on our business.













25



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| |                                                                                                              
| | -------------------------------------------------------------------------------------------------------------
| | We are
    subject to environmental regulation and environmental compliance
    expenditures and liabilities.







| |                                                                                                        
| | -------------------------------------------------------------------------------------------------------
| | The
    loss of any of our licenses could adversely affect our ability
    to provide wireless service.







| |                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------
| | We may
    not be able to obtain additional spectrum, which may adversely
    affect our ability to implement our business plan.







| |                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We
    depend in large part on the efforts of our parent companys
    key personnel. The loss of our key personnel in a competitive
    employment environment could affect our growth and future
    success.





26



---



##### Table of Contents



| |                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------
| | We may
    not be able to successfully integrate acquired or exchanged
    properties, which could have an adverse effect on our financial
    results.







| |                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Concerns
    that the use of wireless handsets may pose health and safety
    risks may discourage the use of our wireless handsets. In
    addition, the costs relating to compliance with safety
    requirements, requirements to provide access to persons with
    disabilities, and potential litigation could have a material
    adverse effect on our business, financial condition and results
    of operations.





27



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Item 1B.
    Unresolved Staff Comments  None
 Item 2. Properties    Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders   28




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##### Table of Contents



PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities      Item 6.
    Selected
    Financial Data      The Predecessor
    CompanyPeriod fromformation


Period from(June 23,


January 1,Year Ended


Year Ended


2003) to


2003 to


Year Ended


Year EndedDecember 31,


December 31,


December 31,


August 18,


December 31,


December 31,2005


2004


2003


2003


2002


2001($ in thousands)Statement of Operations
    Data:Total operating revenue

$
489,562


$
433,375


$
162,623


$
288,726


$
452,830


$
417,243Operating expenses:Cost of service (exclusive of
    depreciation and amortization shown separately below)


117,747



99,230



35,460



62,225



110,412



106,707Cost of equipment


51,107



45,102



15,104



23,618



34,206



37,182Marketing and selling


59,270



56,765



21,017



31,180



57,623



56,462General and administrative


89,792



89,038



31,210



44,435



70,291



60,944Impairment of goodwill


















800,894



Depreciation and amortization


85,283



83,310



28,647



43,591



66,746



182,637Gain on disposition of operating
    assets


(2,269
)


















Total operating expenses


400,930



373,445



131,438



205,049



1,140,172



443,932 29




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##### Table of Contents



The Predecessor
    CompanyPeriod fromformation


Period from(June 23,


January 1,Year Ended


Year Ended


2003) to


2003 to


Year Ended


Year EndedDecember 31,


December 31,


December 31,


August 18,


December 31,


December 31,2005


2004


2003


2003


2002


2001($ in thousands)Operating income (loss)


88,632



59,930



31,185



83,677



(687,342
)


(26,689
)Interest expense


(95,126
)


(94,796
)


(37,773
)


(78,136
)


(142,003
)


(165,457
)Dividends on mandatorily redeemable
    preferred stock














(704
)






Restructuring gain














211,306







Other (expense) income, net


(1,725
)


(2,440
)


(426
)


(538
)


1,387



3,723Income tax benefit (expense)


3,553



11,605



2,665



(82,257
)


14,383



52,199(Loss) income from continuing
    operations


(4,666
)


(25,701
)


(4,349
)


133,348



(813,575
)


(136,224
)Loss from discontinued operations,
    net of income taxes


















(654
)


(1,439
)Gain from sale of discontinued
    operations, net of income taxes


















13,472Cumulative effect of change in
    accounting principle, net of income taxes


















(281,640
)


Net (loss) income


(4,666
)


(25,701
)


(4,349
)


133,348



(1,082,397
)


(137,663
)Dividends on preferred stock














(2,546
)


(4,661
)


(2,139
)Net (loss) income applicable to
    common stockholders

$
(4,666
)

$
(25,701
)

$
(4,349
)

$
130,802


$
(1,087,058
)

$
(139,802
)   The Predecessor
    CompanyAs of December 312005


2004


2003


2002


2001($ in thousands)Balance Sheet Data:Cash and cash equivalents

$
76,611


$
41,489


$
27,505


$
15,866


$
5,962Property, plant and equipment, net


158,286



177,142



205,200



185,935



203,168Intangibles, net


1,310,942



1,316,320



1,332,991



915,845



2,192,133Total assets


1,606,484



1,588,279



1,625,008



1,209,918



2,699,030Redeemable preferred stock














35,000



35,000Current portion of long-term debt














1,588,509



46,909Long term debt, net of current
    portion (1)


914,794



913,774



912,851







1,760,208Stockholders equity (deficit)


424,932



429,598



455,299



(528,275
)


544,563     (1)
    
    Long-term debt is shown net of any discounts. 30




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##### Table of Contents



Item 7.
    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 consolidated financial position and results of operations.
    This financial and business analysis should be read in
    conjunction with our consolidated financial statements and the
    notes thereto included in Item 8. Also see Item 6 for
    related financial information. Except where expressly stated
    otherwise, the following discussion and analysis relate to
    American Cellular prior to its merger with ACC Escrow Corp. on
    August 19, 2003, and to ACC Escrow Corp. and American
    Cellular following their merger. Wherever the term
    predecessor or predecessor company is
    used, it refers to American Cellular prior to its merger with
    ACC Escrow Corp. Unless otherwise stated, the financial and
    other data set forth below are provided on a combined basis, and
    the terms we, us and our
    refer to American Cellular prior to its merger with ACC Escrow
    Corp., and to ACC Escrow Corp. and American Cellular on a
    combined basis following their merger.
  OVERVIEW
      Managements
    Strategy
    
    Providing quality customer service through retail stores, a
    direct sales force and customer service centers that offer
    24-hour
    services.
    Continuing to evaluate the deployment of new and enhanced
    products and services on an ongoing basis to provide our
    customers with access to the best available wireless technology.
    Some of these new technologies and features include wireless
    e-mail
    access and Internet access, including
    BlackBerry®
    handheld devices.
    Dedication to providing the latest technology we believe to be
    useful, such as GSM/GPRS/EDGE products. We believe our
    GSM/GPRS/EDGE product offerings provide a more attractive value
    proposition to our subscribers compared to TDMA products,
    offering rate plans with larger home-rate areas, lower
    per-minute pricing, more advanced handsets and more extensive
    data services.
    Continuing to develop and maintain strategic roaming
    relationships with other wireless carriers, such as Cingular
    Wireless, which allows our subscribers and the subscribers of
    Cingular Wireless to roam on each others networks at
    favorable rates. Our roaming agreements with Cingular Wireless
    designates us as the preferred provider of roaming service in
    substantially all of our markets where Cingular Wireless and its
    affiliates do not have a network, and, under certain
    circumstances, provide that we are the exclusive provider of
    such services in our markets. We believe our roaming
    relationships allow us to offer our subscribers attractive rate
    plans that include the footprints of Cingular Wireless and our
    other roaming partners as home territories. 31




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CRITICAL
    ACCOUNTING POLICIES AND PRACTICES
  Form 10-K.
    Property,
    Plant and Equipment and Other Definite Life Assets
          Goodwill
    and Wireless License Acquisition Costs
   32




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start-up
    ACQUISITIONS
  Acquisition
    of Pennsylvania 4 RSA
  mid-to-late ®
    NEW
    ROAMING AGREEMENT WITH CINGULAR WIRELESS
   33




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##### Table of Contents




    mutual agreement to lower roaming rates, with us paying Cingular
    a flat incollect rate through mid-2009 that is approximately
    half the blended rate in previous roaming agreements;
    agreement to continue to mutually prefer one another for roaming
    through the term of the new roaming agreement, which has been
    extended approximately one year through mid-2009; and
    we received approximately $0.8 million from Cingular as a
    settlement for prior claims under various agreements between us
    and the former AT&T Wireless, and have and will continue to
    receive certain formula-based residual payments in connection
    with such settlement through mid-2008 at the latest;
    the new roaming agreement provides for
    home-on-home
    roaming in areas where both carriers operate.  RESULTS
    OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2005, 2004
    AND 2003
    December 31,2005


2004


2003Market population(1)


5,166,500



5,069,900



4,997,000Ending subscribers


669,700



710,000



709,200Market penetration(2)


13.0
%


14.0
%


14.2
%Gross subscriber additions


209,900



195,800



199,400Average subscribers


691,800



712,700



698,500Average monthly service revenue
    per subscriber(3)

$
43


$
38


$
37Average monthly post-paid churn(4)


2.5
%


1.9
%


1.9
%     (1)
    
    Represents the population in our licensed areas for the period
    indicated. The 2005 and 2004 results are based upon the 2003
    population estimates provided by MapInfo Corporation, a location
    software company, and the 2003 results are based upon the
    Claritas 2000 Bureau of Census results, adjusted to exclude
    those portions of our RSAs and MSAs not covered by our licenses.(2)
    
    Market penetration is calculated by dividing ending subscribers
    by market population.(3)
    
    Average monthly service revenue per subscriber is calculated by
    dividing service revenue by average subscribers 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 subscribers.(4)
    
    Average monthly post-paid churn represents the percentage of the
    post-paid subscribers which deactivate service each month. The
    calculation divides the total post-paid deactivations during the
    period by the average post-paid subscribers for the period.  Basis
    of Presentation
   34




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For the period


For the periodfrom


from formationJanuary 1, 2003


(June 23, 2003)


CombinedYear Ended


Year Ended


through


through


Year EndedDecember 31,


December 31,


August 18,


December 31,


December 31,


Percentage Changes2005


2004


2003


2003


2003


05 vs. 04


04 vs. 03($ in thousands)Operating revenue:Service revenue

$
360,059


$
327,322


$
195,787


$
117,002


$
312,789



10.0
%


4.6
%Roaming revenue


108,208



87,870



82,387



39,948



122,335



23.1
%


(28.2
)%Equipment and other revenue


21,295



18,183



10,552



5,673



16,225



17.1
%


12.1
%Total operating revenue


489,562



433,375



288,726



162,623



451,349



13.0
%


(4.0
)%Operating expenses:Cost of service (exclusive
    of depreciation and amortization shown separately below)


117,747



99,230



62,225



35,460



97,685



18.7
%


1.6
%Cost of equipment


51,107



45,102



23,618



15,104



38,722



13.3
%


16.5
%Marketing and selling


59,270



56,765



31,180



21,017



52,197



4.4
%


8.8
%General and administrative


89,792



89,038



44,435



31,210



75,645



0.8
%


17.7
%Depreciation and amortization


85,283



83,310



43,591



28,647



72,238



2.4
%


15.3
%Gain on disposition of operating
    assets


(2,269
)


















*



*Total operating expenses


400,930



373,445



205,049



131,438



336,487



7.4
%


11.0
%Operating income


88,632



59,930



83,677



31,185



114,862



47.9
%


(47.8
)%Interest expense


(95,126
)


(94,796
)


(78,136
)


(37,773
)


(115,909
)


0.3
%


(18.2
)%Dividends on mandatorily redeemable
    preferred stock










(704
)






(704
)


*



*Other expense, net


(1,725
)


(2,440
)


(538
)


(426
)


(964
)


(29.3
)%


153.1
%(Loss) income before income taxes


(8,219
)


(37,306
)


4,299



(7,014
)


(2,715
)


78.0
%


(1,274.1
)%Income tax benefit (expense)


3,553



11,605



(1,960
)


2,665



705



*



*(Loss) income before gain on
    restructuring

$
(4,666
)

$
(25,701
)

$
2,339


$
(4,349
)

$
(2,010
)


81.8
%


(1,178.7
)%     *
    
    Calculation is not meaningful  Subscribers
   35




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##### Table of Contents



Operating
    Revenue
    Service
    Revenue
  minutes-of-use,
    Roaming
    Revenue
   36




---



##### Table of Contents



minutes-of-use) minutes-of-use minutes-of-use
  minute-of-use minute-of-use
  Equipment
    and Other Revenue
      Operating
    Expenses
    Cost of
    Service
  minute-of-use minutes-of-use
 37




---



##### Table of Contents



Year Ended
    December 31,2005


2004


2003Amount


Percentage


Amount


Percentage


Amount


Percentage($ in thousands)Network costs

$
84,839



72.1
%

$
63,019



63.5
%

$
55,225



56.5
%Roaming costs


32,908



27.9
%


36,211



36.5
%


42,460



43.5
%Total cost of service

$
117,747



100.0
%

$
99,230



100.0
%

$
97,685



100.0
%     minute-of-use minutes-of-use
  Cost of
    Equipment
      Marketing
    and Selling Costs
   38




---



##### Table of Contents



General
    and Administrative Costs
      Depreciation
    and Amortization
    Gain on
    Disposition of Operating Assets
    Non-Operating
    Results
  Interest
    Expense
    LIQUIDITY
    AND CAPITAL RESOURCES
   39




---



##### Table of Contents



Working
    Capital and Net Cash Flow
          Capital
    Resources
   40




---



##### Table of Contents




    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;
    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
  E-911
    Contractual
    Obligations
    Contractual Cash
    Obligations

2006


2007-2008


2009-2010


2011 and after($ in thousands)Long-term debt

$



$



$
14,794


$
900,000Operating leases


22,266



36,737



27,087



29,163Purchase obligations


183



14,100







Total contractual cash obligations

$
22,449


$
50,837


$
41,881


$
929,163  41




---



##### Table of Contents




    $90.0 million annually through maturity in 2011 on American
    Cellulars 10.0% senior notes; and
    $1.7 million annually through maturity in 2009 on American
    Cellulars 9.5% senior subordinated notes.      Off-Balance
    Sheet Arrangements
    Related
    Party Transactions
         42




---



##### Table of Contents



FORWARD-LOOKING
    STATEMENTS
    Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk     43




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##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  American Cellular Corporation
    and Subsidiaries (And the Predecessor Company)Report of
    Independent Registered Public Accounting Firm


45Report of
    Independent Registered Public Accounting Firm (the Predecessor
    Company)


46Consolidated
    balance sheets as of December 31, 2005 and 2004


47Consolidated
    statements of operations for the years ended December 31,
    2005 and 2004, the period from formation (June 23,
    2003) through December 31, 2003, and for the
    predecessor period from January 1, 2003 through
    August 18, 2003


48Consolidated
    statements of stockholders equity (deficit) for the years
    ended December 31, 2005 and 2004, the period from formation
    (June 23, 2003) through December 31, 2003, and
    for the predecessor period from January 1, 2003 through
    August 18, 2003


49Consolidated
    statements of cash flows for the years ended December 31,
    2005 and 2004, the period from formation (June 23,
    2003) through December 31, 2003, and for the
    predecessor period from January 1, 2003 through
    August 18, 2003


50Notes to
    consolidated financial statements


51  44




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM               45




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                 46




---



##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
 CONSOLIDATED
    BALANCE SHEETS  DECEMBER 31,
    2005 AND 2004
  2005


2004ASSETSCURRENT ASSETS:Cash and cash equivalents
    (Note 2)

$
76,610,593


$
41,488,979Accounts receivable, net of
    allowance for doubtful accounts of $1,252,436 in 2005 and
    $952,055 in 2004


47,268,967



40,412,508Inventory


5,066,257



5,153,250Deferred tax assets (Note 9)


3,324,000



4,207,000Prepaid expenses


1,543,322



2,858,438Total current assets


133,813,139



94,120,175PROPERTY, PLANT AND EQUIPMENT, net
    (Note 2)


158,285,766



177,141,717OTHER ASSETS:Accounts receivable-affiliates


2,777,611



Wireless license acquisition costs


681,424,159



669,168,756Goodwill


574,813,057



572,113,347Deferred financing costs, net of
    accumulated amortization of $5,508,488 in 2005 and $3,145,730 in
    2004


13,427,299



15,784,770Customer list, net of accumulated
    amortization of $38,922,708 in 2005 and $20,746,667 in 2004


41,278,292



59,253,333Other non-current assets


664,602



696,846Total other assets


1,314,385,020



1,317,017,052Total assets

$
1,606,483,925


$
1,588,278,944LIABILITIES AND
    STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable

$
18,076,266


$
10,297,625Accounts payable-affiliates






6,182,755Accrued expenses


9,710,379



13,140,622Accrued interest payable


37,863,006



37,867,260Deferred revenue and customer
    deposits


12,680,381



13,026,284Total current liabilities


78,330,032



80,514,546OTHER LIABILITIES:Notes payable, net (Note 4)


914,793,408



913,773,624Deferred tax liabilities
    (Note 9)


157,685,899



160,231,500Deferred gain on disposition of
    operating assets and other non-current liabilities


30,743,034



4,161,627Commitments (Note 5)STOCKHOLDERS EQUITY
    (Note 7):Class A common stock,
    $.01 par value, 50 shares authorized and issued


1



1Class B common stock,
    $.01 par value, 300 shares authorized and issued


3



3Paid-in capital


474,547,248



474,547,248Accumulated deficit


(49,615,700
)


(44,949,605
)Total stockholders equity


424,931,552



429,597,647Total liabilities and
    stockholders equity

$
1,606,483,925


$
1,588,278,944    47




---



##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
 CONSOLIDATED
    STATEMENTS OF OPERATIONS  The Predecessor
    CompanyFor the period


For the periodfrom


fromformation


January 1,(June 23, 2003)


2003For the Year Ended


to


toDecember 31,


December 31,


December 31,


August 18,2005


2004


2003


2003OPERATING REVENUE:Service revenue

$
360,059,583


$
327,322,267


$
117,002,650


$
195,787,153Roaming revenue


108,207,898



87,869,608



39,948,198



82,387,324Equipment and other revenue


21,294,682



18,183,231



5,672,780



10,552,294Total operating revenue


489,562,163



433,375,106



162,623,628



288,726,771OPERATING EXPENSES:Cost of service (exclusive of
    depreciation and amortization shown separately below)


117,746,785



99,230,426



35,459,944



62,225,347Cost of equipment


51,107,208



45,101,594



15,104,107



23,618,299Marketing and selling


59,270,434



56,765,364



21,016,906



31,180,136General and administrative


89,792,033



89,037,568



31,210,131



44,434,982Depreciation and amortization


85,282,729



83,309,989



28,647,386



43,590,974Gain on disposition of operating
    assets


(2,269,081
)










Total operating expenses


400,930,108



373,444,941



131,438,474



205,049,738OPERATING INCOME


88,632,055



59,930,165



31,185,154



83,677,033OTHER EXPENSE:Interest expense


(95,126,247
)


(94,796,358
)


(37,773,497
)


(78,136,350
)Dividends on mandatorily
    redeemable preferred stock














(703,442
)Restructuring gain (Note 4)














211,305,935Other expense, net


(1,724,800
)


(2,440,193
)


(425,599
)


(538,070
)(LOSS) INCOME BEFORE INCOME TAXES


(8,218,992
)


(37,306,386
)


(7,013,942
)


215,605,106Income tax benefit (expense)


3,552,897



11,605,427



2,665,296



(82,256,787
)NET (LOSS) INCOME


(4,666,095
)


(25,700,959
)


(4,348,646
)


133,348,319DIVIDENDS ON PREFERRED STOCK














(2,545,617
)NET (LOSS) INCOME APPLICABLE TO
    COMMON STOCKHOLDERS

$
(4,666,095
)

$
(25,700,959
)

$
(4,348,646
)

$
130,802,702    48




---



##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF STOCKHOLDERS
    EQUITY (DEFICIT)
  The Predecessor Company
  Stockholders Equity
    (Deficit)AccumulatedClass A








Other


TotalComprehensive


Common Stock


Paid in


Accumulated


Comprehensive


StockholdersLoss


Shares


Amount


Capital


Deficit


Loss


Equity (Deficit)DECEMBER 31, 2002






100


$
1


$
797,827,564


$
(1,326,102,910
)

$



$
(528,275,345
)Net income

$
133,348,319















133,348,319







133,348,319Preferred stock dividends


















(2,545,617
)






(2,545,617
)AUGUST 18, 2003






100


$
1


$
797,827,564


$
(1,195,300,208
)

$



$
(397,472,643
)   American
    Cellular Corporation
  Stockholders
    EquityClass A


Class B








TotalCommon Stock


Common Stock


Paid in


Accumulated


StockholdersShares


Amount


Shares


Amount


Capital


Deficit


EquityFORMATION (JUNE 23, 2003)





$







$



$



$



$
Capital contribution from
    acquisition


50



1



300



3



474,547,248







474,547,252Dividend to parent






















(14,900,000
)


(14,900,000
)Net loss






















(4,348,646
)


(4,348,646
)DECEMBER 31, 2003


50



1



300



3



474,547,248



(19,248,646
)


455,298,606Net loss






















(25,700,959
)


(25,700,959
)DECEMBER 31, 2004


50



1



300



3



474,547,248



(44,949,605
)


429,597,647Net loss






















(4,666,095
)


(4,666,095
)DECEMBER 31, 2005


50


$
1



300


$
3


$
474,547,248


$
(49,615,700
)

$
424,931,552    49




---



##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
 CONSOLIDATED
    STATEMENTS OF CASH FLOWS  The PredecessorCompanyFor the period from


For the periodformation


fromFor the Year


For the Year


(June 23, 2003)


January 1, 2003Ended


Ended


to


toDecember 31, 2005


December 31, 2004


December 31, 2003


August 18, 2003CASH FLOWS FROM OPERATING ACTIVITIES:Net (loss) income

$
(4,666,095
)

$
(25,700,959
)

$
(4,348,646
)

$
133,348,319Adjustments to reconcile net (loss) income to net cash provided
    by operating activities, net of effects of
    acquisition Depreciation and amortization


85,282,729



83,309,989



28,647,386



43,590,974Amortization of bond discount and financing costs


3,382,542



3,281,340



1,074,940



4,074,039Deferred income taxes


(4,362,311
)


(12,029,704
)


(2,363,671
)


81,715,051Gain on disposition of operating assets


(2,269,081
)










Restructuring gain














(211,305,935
)Other operating activities


(5,157
)


(112,054
)






703,442Changes in current assets and liabilities Accounts receivable


(6,856,459
)


(4,997,505
)


11,002,840



(6,052,315
)Inventory


86,993



(1,401,803
)


(342,624
)


913,720Interest receivable


(389
)


(3,340
)






814,090Prepaid expenses and other


1,315,116



(265,121
)


865,755



(551,559
)Accounts payable


7,778,641



(7,635,908
)


(6,111,848
)


(6,524,719
)Accrued expenses


(3,434,497
)


945,609



18,760,741



(1,667,172
)Deferred revenue and customer deposits


(345,903
)


499,360



1,274,951



(168,108
)Net cash provided by operating activities


75,906,129



35,889,904



48,459,824



38,889,827CASH FLOWS FROM INVESTING ACTIVITIES:Capital expenditures


(47,552,305
)


(39,369,105
)


(41,410,297
)


(35,951,078
)Purchase of wireless licenses and properties


(17,164,155
)










Proceeds from sale of property, plant and equipment


33,918,014



233,402







14,409Cash acquired from acquisition of American Cellular










35,819,121



Change in receivable/payable-affiliates


(8,989,685
)


13,254,262



(17,422,076
)


9,738,668Receipt of funds held in escrow for contingencies on sold assets






4,168,615







4,112,154Other investing activities


(969,097
)


(93,490
)






(80,431
)Net cash used in investing activities


(40,757,228
)


(21,806,316
)


(23,013,252
)


(22,166,278
)CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from long-term debt










900,000,000



Repayments of long-term debt










(864,294,281
)


(30,019,975
)Dividend to parent










(14,900,000
)


Maturities of restricted investments










83,600



33,250,000Deferred financing costs and other


(27,287
)


(99,876
)


(18,830,624
)


Net cash (used in) provided by financing activities


(27,287
)


(99,876
)


2,058,695



3,230,025NET INCREASE IN CASH AND CASH EQUIVALENTS


35,121,614



13,983,712



27,505,267



19,953,574CASH AND CASH EQUIVALENTS, beginning of period


41,488,979



27,505,267







15,865,547CASH AND CASH EQUIVALENTS, end of period

$
76,610,593


$
41,488,979


$
27,505,267


$
35,819,121SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash paid for Interest

$
91,741,855


$
89,969,500


$
7,460,123


$
58,981,927Income taxes

$
51,998


$
216,746


$
142,991


$
689,581SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING
    ACTIVITIES:Transfer of assets from affiliates

$
29,318


$
12,140


$



$
227,453    50




---



##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
    (AND THE PREDECESSOR COMPANY)NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS
    1.
    ORGANIZATION:      Capital
    Resources and Growth
      2.
    SIGNIFICANT
    ACCOUNTING POLICIES:  Principles
    of Consolidation
    Business
    Segment
   51




---



##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
    (AND THE PREDECESSOR COMPANY)
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
   Cash and
    Cash Equivalents
    Allowance
    for Doubtful Accounts
    Inventory
    Property,
    Plant and Equipment
      UsefulLife

2005


2004($ in thousands)Wireless systems and equipment

3-10

$
293,113


$
246,138Buildings and improvements

5-40


13,057



13,244Vehicles and other work equipment

5-10


128



180Furniture and office equipment

5-10


7,250



6,443Plant under construction




564



997Land




1,046



1,046Property, plant and equipment




315,158



268,048Accumulated depreciation




(156,872
)


(90,906
)Property, plant and equipment, net



$
158,286


$
177,142   Tower
    Sale and Leaseback
   52




---



##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
    (AND THE PREDECESSOR COMPANY)
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
    Impairment
    of Long-Lived Assets
            Disposal
    of Long-Lived Assets
    Restricted
    Investments
    Wireless
    License Acquisition Costs
   53




---



##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
    (AND THE PREDECESSOR COMPANY)
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
   Goodwill
    Deferred
    Financing Costs
    Customer
    List
    Revenue
    Recognition
    Advertising
    Costs
    Income
    Taxes
   54




---



##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
    (AND THE PREDECESSOR COMPANY)
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
    Use of
    Estimates
    Significant
    Concentrations
  minutes-of-use
  Recently
    Issued Accounting Pronouncements
    EITF 00-21: EITF 00-21 EITF 00-21
  3.
    BUSINESS
    COMBINATION   55




---



##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
    (AND THE PREDECESSOR COMPANY)
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
  mid-to-late
    4.
    NOTES PAYABLE:    December 31,2005


2004($ in thousands)9.5% senior subordinated notes

$
14,794


$
13,77410.0% senior notes


900,000



900,000Total notes payable

$
914,794


$
913,774   The
    Companys Senior Notes
      
    incur indebtedness;
    incur or assume liens;
    pay dividends or make other restricted payments;
    impose dividend or other payment restrictions affecting its
    restricted subsidiaries;
    issue and sell capital stock of its restricted subsidiaries;
    issue certain capital stock;
    issue guarantees of indebtedness;
    enter into transactions with affiliates;
    sell assets;
    engage in unpermitted lines of business; 56




---



##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
    (AND THE PREDECESSOR COMPANY)
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
   
    enter into sale and leaseback transactions; and
    merge or consolidate with or transfer substantial assets to
    another entity.  Debt of
    and from Predecessor Company
      Minimum
    Future Payments
    5.
    LEASES,
    COMMITMENTS AND CONTINGENCIES:  Leases
    ($ in thousands)2006

$
22,2662007


19,5242008


17,2132009


15,1902010


11,8972011 and thereafter


29,163     Commitments
   57




---



##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
    (AND THE PREDECESSOR COMPANY)
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
    Contingencies
    6.
    REDEEMABLE
    PREFERRED STOCK:    7.
    STOCKHOLDERS
    EQUITY:    8.
    EMPLOYEE
    BENEFIT PLANS:  401(k)
    Plan
    Stock
    Option and Stock Purchase Plans
     58




---



##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
    (AND THE PREDECESSOR COMPANY)
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
      9.
    INCOME
    TAXES:    The PredecessorFor the period


Companyfrom formation


For the period(June 23, 2003)


from January 1,Year Ended


Year Ended


through


2003 throughDecember 31, 2005


December 31, 2004


December 31, 2003


August 18, 2003($ in thousands)Federal income taxes (current and
    deferred)

$
2,907


$
10,555


$
2,385


$
(73,633
)State income taxes (current and
    deferred)


646



1,050



280



(8,624
)Total income tax benefit (expense)

$
3,553


$
11,605


$
2,665


$
(82,257
)     The PredecessorFor the period


Companyfrom formation


For the period(June 23, 2003)


from January 1,Year Ended


Year Ended


through


2003 throughDecember 31, 2005


December 31, 2004


December 31, 2003


August 18, 2003($ in thousands)Income taxes at statutory rate

$
2,877


$
13,057


$
2,385


$
(73,427
)State income taxes, net of Federal
    income tax effect


646



878



280



(8,588
)Valuation allowance






(3,868
)






Other, net


30



1,538







(242
)Total income tax benefit (expense)

$
3,553


$
11,605


$
2,665


$
(82,257
)  59




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##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
    (AND THE PREDECESSOR COMPANY)
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
     December 31, 2005


December 31, 2004($ in thousands)Current deferred income taxes:Allowance for doubtful accounts
    receivable

$
495


$
359Accrued liabilities


2,829



3,848Net current deferred income tax
    asset


3,324



4,207Noncurrent deferred income taxes:Property, plant and equipment


(25,112
)


(36,118
)Intangible assets


(222,104
)


(217,158
)Deferred gain on disposition of
    operating assets


10,384



Tax credits and carryforwards


83,014



96,912Valuation allowance


(3,868
)


(3,868
)Net noncurrent deferred income tax
    liability


(157,686
)


(160,232
)Total net deferred income tax
    liability

$
(154,362
)

$
(156,025
)       10.
    RELATED
    PARTY TRANSACTIONS:       60




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##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
    (AND THE PREDECESSOR COMPANY)
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
        11.
    FAIR
    VALUE OF FINANCIAL INSTRUMENTS:      2005


2004Carrying





CarryingAmount


Fair Value


Amount


Fair Value($ in thousands)Restricted investments

$
22


$
22


$



$
9.5% ACC senior notes


14,794



15,996



13,774



11,88010.0% ACC senior notes


900,000



973,170



900,000



776,250  61




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##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Rule 13a-15(e) Rule 13a-15(b).
  Item 9B.
    Other
    Information   62




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##### Table of Contents



PART III  Item 10.
    Directors
    and Executive Officers of the Registrant    Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management    Item 13.
    Certain
    Relationships and Related Transactions    Item 14.
    Principal
    Accountants Fees and Services    Year EndedDecember 31,2005


2004($ in thousands)Audit fees

$
360


$
374Audit-related fees






Tax fees






All other fees






Total fees(a)

$
360


$
374     (a)
    
    All fees have been approved by the audit committee of Dobson
    Communications.  Auditor Fees
    Pre-Approval Policy
  and/or
        contribution-in-kind
   63




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##### Table of Contents



64




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##### Table of Contents



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules    American Cellular Corporation and Subsidiaries (And The
    Predecessor Company)
          65




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##### Table of Contents



Exhibit



Method ofNumbers

Description

Filing3
.1

Fourth Restated Certificate of
    Incorporation of American Cellular Corporation

(1)[3.1]3
.1.1

Amendment to Fourth Restated
    Certificate of Incorporation of American Cellular Corporation

(3)[3.1.1]3
.2

Amended and Restated Bylaws of
    Registrant

(1)[3.2]3
.3

Certificate of Incorporation of
    ACC Lease Co., Inc.

(7)[3.3]3
.4

By-Laws of ACC Lease Co.,
    Inc.

(7)[3.4]4
.1

Indenture dated March 14,
    2001 between American Cellular Corporation and United States
    Trust Company of New York

(1)[4.2]4
.1.1

First Supplemental Indenture dated
    August 19, 2003 between ACC Acquisition LLC, American
    Cellular Corporation, its guaranteeing subsidiaries and Bank of
    Oklahoma, National Association

(7)[4.1.1]4
.2

Indenture dated August 8,
    2003 between ACC Escrow Corp. and Bank of Oklahoma, National
    Association

(7)[4.2]4
.3

Registration Rights Agreement
    dated August 8, 2003 between ACC Escrow Corp., American
    Cellular Corp. and certain guarantors and Bear,
    Stearns & Co., Inc. and Morgan Stanley & Co.
    Incorporated

(7)[4.3]10
.1*

InterCarrier Multi-standard
    Roaming Agreement by and among Cingular Wireless LLC and Dobson
    Cellular Systems, Inc. and American Cellular Corporation dated
    as of August 12, 2005

(9)[10.1]10
.2*

Addendum to GSM Operating
    Agreement by and between New Cingular Wireless Services, Inc.
    (f/k/a AT&T Wireless Services, Inc.), Dobson Cellular
    Systems, Inc., an Oklahoma corporation and American Cellular
    Corporation, a Delaware corporation.

(9)[10.2]10
.3*

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

(3)[10.1]10
.4*

Purchase and License Agreement
    between Nortel Networks, Inc. and Dobson Communications
    Corporation dated November 16, 2001

(3)[10.6]10
.4.1*

Amendment No. 1 to Purchase
    and License Agreement between Nortel Networks, Inc. and Dobson
    Communications Corporation dated August 5, 2002

(4)[10.6.1]10
.4.2*

Amendment No. 2 to Purchase
    and License Agreement between Nortel Networks, Inc. and Dobson
    Communications Corporation dated June 9, 2004

(8)[10.1.2]10
.5*

InterCarrier Multi-Standard
    Roaming Agreement effective as of January 25, 2002, between
    Cingular Wireless, LLC and Dobson Cellular Systems, Inc. and its
    Affiliates, including American Cellular Corporation

(3)[10.13]10
.6*

Master Services Agreement between
    American Cellular Corporation and Convergys Information
    Management Group Inc. dated December 1, 2002

(5)[10.14]10
.7*

Roaming Agreement for GSM/GPRS
    from AT&T Wireless Services, Inc. and American Cellular
    Corporation dated July 11, 2003

(6)[10.15]10
.8*

GSM/GPRS/EDGE Operating Agreement
    between AT&T Wireless Services, Inc. and American Cellular
    Corporation dated July 11, 2003

(6)[10.16]10
.9*

Second Amended and Restated TDMA
    Operating Agreement between AT&T Wireless Services, Inc. on
    behalf of itself and its affiliates and American Cellular
    Corporation on behalf of itself and its affiliates

(6)[10.17]10
.10

Agreement and Plan of Merger by
    and between ACC Escrow Corp. and American Cellular Corporation
    dated August 8, 2003

(7)[10.17]10
.11

Management Agreement dated
    August 19, 2003 by and between Dobson Cellular Systems,
    Inc. and American Cellular Corporation

(7)[10.18] 66




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##### Table of Contents



Exhibit



Method ofNumbers

Description

Filing10
.12

Tax Allocation Agreement dated
    August 19, 2003 by and between Dobson Communications
    Corporation and American Cellular Corporation

(7)[10.19]10
.13

Purchase Agreement dated
    July 25, 2003 by and among ACC Escrow Corp., American
    Cellular Corporation and certain guaranteeing subsidiaries and
    Bear, Stearns & Co., Inc. and Morgan Stanley &
    Co. Incorporated

(7)[10.20]12


Statement of Computation of Ratios
    of Earnings to Fixed Charges

(10)31
.1

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

(10)31
.2

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

(10)32
.1

Section 1350 Certification by
    our principal executive officer

(10)32
.2

Section 1350 Certification by
    our principal financial officer

(10)     *
    
    Confidential treatment has been requested for a portion of this
    document.(1)
    
    Filed as an exhibit to the Registrants Registration
    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 September 30, 2001, as the exhibit
    number indicated in brackets and incorporated by reference
    herein.(3)
    
    Filed as an exhibit to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2001, as the exhibit number
    indicated in brackets and incorporated by reference herein.(4)
    
    Filed as an exhibit to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2002, as the exhibit
    number indicated in brackets and incorporated by reference
    herein.(5)
    
    Filed as an exhibit to the Registrants current report on
    Form 8-K
    on December 12, 2002, as the exhibit number indicated in
    brackets and incorporated by reference herein.(6)
    
    Filed as an exhibit to the Registrants current report on
    Form 8-K
    on July 28, 2003, as the exhibit number indicated in
    brackets and incorporated by reference herein.(7)
    
    Filed as an exhibit to the Registrants Registration
    Statement on Form
    S-4
    (No. 333-110082)
    as the exhibit number indicated in brackets and incorporated by
    reference herein.(8)
    
    Filed as an exhibit to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2004, as the exhibit
    number indicated in brackets and incorporated by reference
    herein.(9)
    
    Filed as an exhibit to the Current Report on
    Form 8-K/A
    filed by Dobson Communications Corporation on August 23,
    2005 as the exhibit number indicated in brackets and
    incorporated by reference herein.(10)
    
    Filed herewith. 67




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##### Table of Contents



SIGNATURES
    American Cellular
    Corporation
  By
    /s/  Steven
    P. Dussek   Chief Executive Officer and
    Principal Executive Officer
     Signatures

Title/s/  Steven
    P. DussekSteven
    P. Dussek

Chief Executive Officer and
    Principal Executive Officer/s/  Bruce
    R. KnooihuizenBruce
    R. Knooihuizen

Executive Vice President, Chief
    Financial Officer and Principal Financial Officer/s/  Trent
    LeForceTrent
    LeForce

Controller and Assistant Secretary
    and Principal Accounting Officer/s/  Stephen
    T. DobsonStephen
    T. Dobson

Secretary and Director/s/  Everett
    R. DobsonEverett
    R. Dobson

Chairman of the Board of Directors/s/  Mark
    S. FeighnerMark
    S. Feighner

Director/s/  Fred
    J. HallFred
    J. Hall

Director/s/  Justin
    L. JaschkeJustin
    L. Jaschke

Director/s/  Albert
    H. Pharis, Jr.Albert
    H. Pharis, Jr.

Director/s/  Robert
    A. SchriesheimRobert
    A. Schriesheim

Director      68




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##### Table of Contents



INDEX TO
    EXHIBITS
  Exhibit



Method ofNumbers

Description

Filing3
.1

Fourth Restated Certificate of
    Incorporation of American Cellular Corporation

(1)[3.1]3
.1.1

Amendment to Fourth Restated
    Certificate of Incorporation of American Cellular Corporation

(3)[3.1.1]3
.2

Amended and Restated Bylaws of
    Registrant

(1)[3.2]3
.3

Certificate of Incorporation of
    ACC Lease Co., Inc.

(7)[3.3]3
.4

By-Laws of ACC Lease Co.,
    Inc.

(7)[3.4]4
.1

Indenture dated March 14,
    2001 between American Cellular Corporation and United States
    Trust Company of New York

(1)[4.2]4
.1.1

First Supplemental Indenture dated
    August 19, 2003 between ACC Acquisition LLC, American
    Cellular Corporation, its guaranteeing subsidiaries and Bank of
    Oklahoma, National Association

(7)[4.1.1]4
.2

Indenture dated August 8,
    2003 between ACC Escrow Corp. and Bank of Oklahoma, National
    Association

(7)[4.2]4
.3

Registration Rights Agreement
    dated August 8, 2003 between ACC Escrow Corp., American
    Cellular Corp. and certain guarantors and Bear,
    Stearns & Co., Inc. and Morgan Stanley & Co.
    Incorporated

(7)[4.3]10
.1*

InterCarrier Multi-standard
    Roaming Agreement by and among Cingular Wireless LLC and Dobson
    Cellular Systems, Inc. and American Cellular Corporation dated
    as of August 12, 2005

(9)[10.1]10
.2*

Addendum to GSM Operating
    Agreement by and between New Cingular Wireless Services, Inc.
    (f/k/a AT&T Wireless Services, Inc.), Dobson Cellular
    Systems, Inc., an Oklahoma corporation and American Cellular
    Corporation, a Delaware corporation

(9)[10.2]10
.3*

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

(3)[10.1]10
.4*

Purchase and License Agreement
    between Nortel Networks, Inc. and Dobson Communications
    Corporation dated November 16, 2001

(3)[10.6]10
.4.1*

Amendment No. 1 to Purchase
    and License Agreement between Nortel Networks, Inc. and Dobson
    Communications Corporation dated August 5, 2002

(4)[10.6.1]10
.4.2*

Amendment No. 2 to Purchase
    and License Agreement between Nortel Networks, Inc. and Dobson
    Communications Corporation dated June 9, 2004

(8)[10.1.2]10
.5*

InterCarrier Multi-Standard
    Roaming Agreement effective as of January 25, 2002, between
    Cingular Wireless, LLC and Dobson Cellular Systems, Inc. and its
    Affiliates, including American Cellular Corporation

(3)[10.13]10
.6*

Master Services Agreement between
    American Cellular Corporation and Convergys Information
    Management Group Inc. dated December 1, 2002

(5)[10.14]10
.7*

Roaming Agreement for GSM/GPRS
    from AT&T Wireless Services, Inc. and American Cellular
    Corporation dated July 11, 2003

(6)[10.15]10
.8*

GSM/GPRS/EDGE Operating Agreement
    between AT&T Wireless Services, Inc. and American Cellular
    Corporation dated July 11, 2003

(6)[10.16]10
.9*

Second Amended and Restated TDMA
    Operating Agreement between AT&T Wireless Services, Inc. on
    behalf of itself and its affiliates and American Cellular
    Corporation on behalf of itself and its affiliates

(6)[10.17]10
.10

Agreement and Plan of Merger by
    and between ACC Escrow Corp. and American Cellular Corporation
    dated August 8, 2003

(7)[10.17]10
.11

Management Agreement dated
    August 19, 2003 by and between Dobson Cellular Systems,
    Inc. and American Cellular Corporation

(7)[10.18]10
.12

Tax Allocation Agreement dated
    August 19, 2003 by and between Dobson Communications
    Corporation and American Cellular Corporation

(7)[10.19]




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##### Table of Contents



Exhibit



Method ofNumbers

Description

Filing10
.13

Purchase Agreement dated
    July 25, 2003 by and among ACC Escrow Corp., American
    Cellular Corporation and certain guaranteeing subsidiaries and
    Bear, Stearns & Co., Inc. and Morgan Stanley &
    Co. Incorporated

(7)[10.20]12


Statement of Computation of Ratios
    of Earnings to Fixed Charges

(10)31
.1

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

(10)31
.2

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

(10)32
.1

Section 1350 Certification by
    our principal executive officer

(10)32
.2

Section 1350 Certification by
    our principal financial officer

(10)     *
    
    Confidential treatment has been requested for a portion of this
    document.(1)
    
    Filed as an exhibit to the Registrants Registration
    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 September 30, 2001, as the exhibit
    number indicated in brackets and incorporated by reference
    herein.(3)
    
    Filed as an exhibit to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2001, as the exhibit number
    indicated in brackets and incorporated by reference herein.(4)
    
    Filed as an exhibit to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2002, as the exhibit
    number indicated in brackets and incorporated by reference
    herein.(5)
    
    Filed as an exhibit to the Registrants current report on
    Form 8-K
    on December 12, 2002, as the exhibit number indicated in
    brackets and incorporated by reference herein.(6)
    
    Filed as an exhibit to the Registrants current report on
    Form 8-K
    on July 28, 2003, as the exhibit number indicated in
    brackets and incorporated by reference herein.(7)
    
    Filed as an exhibit to the Registrants Registration
    Statement on Form
    S-4
    (no. 333-110082)
    as the exhibit number indicated in brackets and incorporated by
    reference herein.(8)
    
    Filed as an exhibit to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2004, as the exhibit
    number indicated in brackets and incorporated by reference
    herein.(9)
    
    Filed as an exhibit to the Current Report on
    Form 8-K/A
    filed by Dobson Communications Corporation on August 23,
    2005 as the exhibit number indicated in brackets and
    incorporated by reference herein.(10)
    
    Filed herewith.