##### 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, 2004




|  |                                                                                                 
|- | ------------------------------------------------------------------------------------------------
|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: 333-110082





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, Oklahoma(Address of principal executive offices) |  | 73134(Zip Code)                         

(405) 529-8500







None


None


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 o


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


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






None










---










AMERICAN CELLULAR CORPORATION


ANNUAL REPORT ON FORM 10-K


FOR THE YEAR ENDED DECEMBER 31, 2004


TABLE OF CONTENTS


|                                                 |  |                                                                                                                      |  |      |    |  |  | 
|------------------------------------------------ |  | -------------------------------------------------------------------------------------------------------------------- |  | ---- | -- |  |  | 
|Item                                             |  |                                                                                                                      |  |     
|Number                                           |  |                                                                                                                      |  | Page
|                                                 |  |                                                                                                                      |  |     
|PART I                                          
|1                                                |  | Business                                                                                                             |  |      | 3  | 
|2                                                |  | Properties                                                                                                           |  |      | 19 | 
|3                                                |  | Legal Proceedings                                                                                                    |  |      | 19 | 
|4                                                |  | Submission of Matters to a Vote of Security
    Holders                                                              |  |      | 19 | 
|                                                
|PART II                                         
|5                                                |  | Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities |  |      | 20 | 
|6                                                |  | Selected Financial Data                                                                                              |  |      | 20 | 
|7                                                |  | Managements Discussion and Analysis
    of Financial Condition and Results of Operations                            |  |      | 22 | 
|7A                                               |  | Quantitative and Qualitative Disclosures
    About Market Risk                                                       |  |      | 33 | 
|8                                                |  | Financial Statements and Supplementary
    Data                                                                      |  |      | 34 | 
|9                                                |  | Changes in and Disagreements with
    Accountants on Accounting and Financial Disclosure                             |  |      | 56 | 
|9A                                               |  | Controls and Procedures                                                                                              |  |      | 56 | 
|9B                                               |  | Other Information                                                                                                    |  |      | 56 | 
|                                                
|PART III                                        
|10                                               |  | Directors and Executive Officers of the
    Registrant                                                               |  |      | 57 | 
|11                                               |  | Executive Compensation                                                                                               |  |      | 57 | 
|12                                               |  | Security Ownership of Certain Beneficial
    Owners and Management                                                   |  |      | 57 | 
|13                                               |  | Certain Relationships and Related
    Transactions                                                                   |  |      | 57 | 
|14                                               |  | Principal Accountants Fees and Services                                                                              |  |      | 57 | 
|                                                
|PART IV                                         
|15                                               |  | Exhibits and Financial Statement
    Schedules                                                                       |  |      | 59 | 
|Rule 13a-14(a) Certification by Chairman and CEO
|Rule 13a-14(a) Certification by CFO             
|Section 1350 Certification by Chairman and CEO  
|Section 1350 Certification by CFO               



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PART I







|        |         
|------- | --------
|Item 1. | Business

Explanatory Note: ACC Escrow Corp., which was a wholly owned,
indirect subsidiary of Dobson Communications Corporation, was
formed 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. 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,
2004. 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








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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.


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Strategic Roaming Relationships.


Implementation of GSM/ GPRS/ EDGE Technology.


Targeted Sales Efforts.


Introduce Enhanced Products and Services.


Superior Customer Service.


Operations


Markets and Systems




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|                 |                       |                                   |  |         |           |  
|---------------- | --------------------- | --------------------------------- |  | ------- | --------- | -
|                 |                       | Total                             | 
|Markets:         |                       | Population                        | 
|                 |                       |                                   | 
|Illinois         |                       |                                   |  |        
|                 | Alton, IL MSA         |                                   |  | 21,800  |          
|Kentucky         |                       |                                   |  |        
|                 | KY 4 RSA              |                                   |  | 269,200 |          
|                 | KY 5 RSA              |                                   |  | 167,200 |          
|                 | KY 6 RSA              |                                   |  | 287,000 |          
|                 | KY 8 RSA              |                                   |  | 126,500 |          
|Michigan         |                       |                                   |  |        
|                 | MI 1 RSA              |                                   |  | 202,100 |          
|Minnesota        |                       |                                   |  |        
|                 | Duluth MN MSA         |                                   |  | 244,500 |          
|                 | MN 2 RSA              |                                   |  | 32,800  |          
|                 | MN 3 RSA              |                                   |  | 58,700  |          
|                 | MN 4 RSA              |                                   |  | 16,700  |          
|                 | MN 5 RSA              |                                   |  | 217,600 |          
|                 | MN 6 RSA              |                                   |  | 285,200 |          
|New York         |                       |                                   |  |        
|                 | Orange County, NY MSA |                                   |  | 349,800 |          
|                 | Poughkeepsie, NY MSA  |                                   |  | 284,200 |          
|                 | NY 5 RSA              |                                   |  | 395,900 |          
|                 | NY 6 RSA              |                                   |  | 112,100 |          
|Ohio             |                       |                                   |  |        
|                 | OH 7 RSA              |                                   |  | 262,000 |          
|                 | OH 10 RSA             |                                   |  | 62,700  |          
|Oklahoma/ Kansas |                       |                                   |  |        
|                 | NE Oklahoma PCS(1)    |                                   |  | 265,500 |          
|Pennsylvania     |                       |                                   |  |        
|                 | PA 9 RSA              |                                   |  | 187,100 |          
|West Virginia    |                       |                                   |  |        
|                 | WV 2 RSA              |                                   |  | 76,700  |          
|                 | WV 3 RSA              |                                   |  | 264,700 |          
|Wisconsin        |                       |                                   |  |        
|                 | Eau Claire, WI MSA    |                                   |  | 150,100 |          
|                 | Wausau WI, MSA        |                                   |  | 127,700 |          
|                 | WI 1 RSA              |                                   |  | 121,800 |          
|                 | WI 2 RSA              |                                   |  | 87,200  |          
|                 | WI 3 RSA              |                                   |  | 146,600 |          
|                 | WI 4 RSA              |                                   |  | 126,800 |          
|                 | WI 5 RSA              |                                   |  | 85,700  |          
|                 | WI 6 RSA              |                                   |  | 34,000  |          
|                 |                       |                                   | 
|                 |                       | Total  American Cellular markets |  |         | 5,069,900 |  
|                 |                       |                                   | 
|                 |                       | Total subscribers                 |  |         | 710,000   |  
|                 |                       |                                   | 
|                 |                       | Total penetration                 |  |         | 14.0      | %
|                 |                       |                                   | 






|    |                                                                                                                                                                            
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | NE Oklahoma PCS consists of the following Basic Trading Areas,
    or BTAs: Oklahoma BTA 31, Kansas BTA 88 and portions of
    Missouri BTA 220, Oklahoma BTAs 311 and 448.

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Service and Features






Marketing




Branding.




Advertising.




Segmented Rate Plans.


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Sales and Distribution














Customer Service






Roaming




8



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Cingular Wireless




AT&T Wireless








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Billing System




Network Operations


Network Communications Equipment.


Connection Agreements.


Network Operations.


Cell Sites.


System Development and Technology


System Development.




10



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Digital Technology.




Competition














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Regulation




Federal Regulation.


Federal Licensing Requirements.








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Federal Ownership Restrictions.




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General Regulatory Obligations.






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17



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State, Local and Other Regulation.






Future Regulation.


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Employees








| |   |                                                                                                                                                                                                                                                                                                                                                
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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.                                                                                                                                                                                                                                                                                       






|        |           
|------- | ----------
|Item 2. | Properties








|        |                  
|------- | -----------------
|Item 3. | Legal Proceedings








|        |                                                    
|------- | ---------------------------------------------------
|Item 4. | Submission of Matters to a Vote of Security Holders



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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 Company |            
|                              |                         |                                                                                               |                          | Period from |              |                         |             |           
|                              |                         |                                                                                               |                          | formation   |              |                         | Period from |            |        |         |              | Period from  |       
|                              |                         |                                                                                               |                          | (June 23,   |              |                         | January 1,  |            |        |         |              | February 25, |       
|                              |                         | Year Ended                                                                                    |                          |             | 2003) to     |                         |             | 2003 to    |        |         | Year Ended   |              |        | Year Ended   |   |         | 2000 to      |          
|                              |                         | December 31,                                                                                  |                          |             | December 31, |                         |             | August 18, |        |         | December 31, |              |        | December 31, |   |         | December 31, |          
|                              |                         | 2004                                                                                          |                          |             | 2003         |                         |             | 2003       |        |         | 2002         |              |        | 2001         |   |         | 2000         |          
|                              |                         |                                                                                               |                          |             |              |                         |             |            |        |         |              |              |        |              |   |         |              |          
|                              |                         | ($ in thousands)                                                                              |                         
|Statement of Operations Data: |                         |                                                                                               |                          |             |              |                         |             |            |        |         |              |              |        |              |   |         |              |           |   |         |         |         |   |        
|                              | Total operating revenue |                                                                                               | $                        | 433,375     |              |                         | $           | 162,623    |        |         | $            | 288,726      |        |              | $ | 452,830 |              |           | $ | 417,243 |         |         | $ | 309,343 |        
|                              | Operating expenses:     |                                                                                               |                          |             |              |                         |             |            |        |         |              |              |        |              |   |         |              |           |   |         |         |         |   |         |        
|                              |                         | Cost of service (exclusive of depreciation and amortization
    items shown separately below) |                          |             | 99,230       |                         |             |            | 35,460 |         |              |              | 62,225 |              |   |         | 110,412      |           |   |         | 106,707 |         |   |         | 61,062  |        
|                              |                         | Cost of equipment                                                                             |                          |             | 45,102       |                         |             |            | 15,104 |         |              |              | 23,618 |              |   |         | 34,206       |           |   |         | 37,182  |         |   |         | 26,769  |        
|                              |                         | Marketing and selling                                                                         |                          |             | 56,765       |                         |             |            | 21,017 |         |              |              | 31,180 |              |   |         | 57,623       |           |   |         | 56,462  |         |   |         | 36,580  |        
|                              |                         | General and administrative                                                                    |                          |             | 89,038       |                         |             |            | 31,210 |         |              |              | 44,435 |              |   |         | 70,291       |           |   |         | 60,944  |         |   |         | 38,769  |        
|                              |                         | Impairment of goodwill                                                                        |                          |             |             |                         |             |            |       |         |              |              |       |              |   |         | 800,894      |           |   |         |        |         |   |         |        |        
|                              |                         | Depreciation and amortization                                                                 |                          |             | 83,310       |                         |             |            | 28,647 |         |              |              | 43,591 |              |   |         | 66,746       |           |   |         | 182,637 |         |   |         | 147,257 |        
|                              |                         |                                                                                               |                          |             |              |                         |             |            |        |         |              |              |        |              |   |         |              |          
|                              |                         |                                                                                               | Total operating expenses |             |              | 373,445                 |             |            |        | 131,438 |              |              |        | 205,049      |   |         |              | 1,140,172 |   |         |         | 443,932 |   |         |         | 310,437 | 
|                              |                         |                                                                                               |                          |             |              |                         |             |            |        |         |              |              |        |              |   |         |              |          

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|                                                                             |                                                     |                  |         |             |              |                         |             |            |   |   |              |              |   |              |            |          |              |   |          |          |   |   |          |          |  
|---------------------------------------------------------------------------- | --------------------------------------------------- | ---------------- | ------- | ----------- | ------------ | ----------------------- | ----------- | ---------- | - | - | ------------ | ------------ | - | ------------ | ---------- | -------- | ------------ | - | -------- | -------- | - | - | -------- | -------- | -
|                                                                             |                                                     |                  |         |             |              | The Predecessor Company |            
|                                                                             |                                                     |                  |         | Period from |              |                         |             |           
|                                                                             |                                                     |                  |         | formation   |              |                         | Period from |            |   |   |              | Period from  |  
|                                                                             |                                                     |                  |         | (June 23,   |              |                         | January 1,  |            |   |   |              | February 25, |  
|                                                                             |                                                     | Year Ended       |         |             | 2003) to     |                         |             | 2003 to    |   |   | Year Ended   |              |   | Year Ended   |            |          | 2000 to      |  
|                                                                             |                                                     | December 31,     |         |             | December 31, |                         |             | August 18, |   |   | December 31, |              |   | December 31, |            |          | December 31, |  
|                                                                             |                                                     | 2004             |         |             | 2003         |                         |             | 2003       |   |   | 2002         |              |   | 2001         |            |          | 2000         |  
|                                                                             |                                                     |                  |         |             |              |                         |             |            |   |   |              |              |   |              |            |          |              |  
|                                                                             |                                                     | ($ in thousands) |        
|Operating income (loss)                                                      |                                                     |                  | 59,930  |             |              |                         | 31,185      |            |   |   | 83,677       |              |   |              | (687,342   | )        |              |   | (26,689  | )        |   |   | (1,094   | )       
|                                                                             | Interest expense                                    |                  |         | (94,796     | )            |                         |             | (37,773    | ) |   |              | (78,136      | ) |              |            | (142,003 | )            |   |          | (165,457 | ) |   |          | (133,270 | )
|                                                                             | Dividends on mandatorily redeemable preferred stock |                  |         |            |              |                         |             |           |   |   |              | (703         | ) |              |            |         |              |   |          |         |   |   |          |         |  
|                                                                             | Other (expense) income, net                         |                  |         | (2,440      | )            |                         |             | (426       | ) |   |              | (538         | ) |              |            | 1,387    |              |   |          | 3,723    |   |   |          | 537      |  
|                                                                             | Income tax benefit (expense)                        |                  |         | 11,605      |              |                         |             | 2,665      |   |   |              | (1,961       | ) |              |            | 14,383   |              |   |          | 52,199   |   |   |          | 33,242   |  
|                                                                             |                                                     |                  |         |             |              |                         |             |            |   |   |              |              |   |              |            |          |              |  
|(Loss) income from continuing operations                                     |                                                     |                  | (25,701 | )           |              |                         | (4,349      | )          |   |   | 2,339        |              |   |              | (813,575   | )        |              |   | (136,224 | )        |   |   | (100,585 | )       
|(Loss) income from discontinued operations, net of income taxes              |                                                     |                  |        |             |              |                         |            |            |   |   |             |              |   |              | (654       | )        |              |   | (1,439   | )        |   |   | 1,342    |         
|Gain from sale of discontinued operations, net of income taxes               |                                                     |                  |        |             |              |                         |            |            |   |   |             |              |   |              | 13,472     |          |              |   |         |          |   |   |         |         
|Cumulative effect of change in accounting principle, net of
    income taxes |                                                     |                  |        |             |              |                         |            |            |   |   |             |              |   |              | (281,640   | )        |              |   |         |          |   |   |         |         
|Extraordinary gain, net                                                      |                                                     |                  |        |             |              |                         |            |            |   |   | 131,009      |              |   |              |           |          |              |   |         |          |   |   |         |         
|                                                                             |                                                     |                  |         |             |              |                         |             |            |   |   |              |              |   |              |            |          |              |  
|Net (loss) income                                                            |                                                     |                  | (25,701 | )           |              |                         | (4,349      | )          |   |   | 133,348      |              |   |              | (1,082,397 | )        |              |   | (137,663 | )        |   |   | (99,243  | )       
|Dividends on preferred stock                                                 |                                                     |                  |        |             |              |                         |            |            |   |   | (2,546       | )            |   |              | (4,661     | )        |              |   | (2,139   | )        |   |   |         |         
|                                                                             |                                                     |                  |         |             |              |                         |             |            |   |   |              |              |   |              |            |          |              |  
|Net (loss) income applicable to common stockholder                           |                                                     | $                | (25,701 | )           |              | $                       | (4,349      | )          |   | $ | 130,802      |              |   | $            | (1,087,058 | )        |              | $ | (139,802 | )        |   | $ | (99,243  | )       
|                                                                             |                                                     |                  |         |             |              |                         |             |            |   |   |              |              |   |              |            |          |              |  

|                    |                                        |                    |   |           |      |                         |   |           |  |  |      |           |   |      |   |           |  |  |   |           | 
|------------------- | -------------------------------------- | ------------------ | - | --------- | ---- | ----------------------- | - | --------- |  |  | ---- | --------- | - | ---- | - | --------- |  |  | - | --------- | 
|                    |                                        |                    |   |           |      | The Predecessor Company |  
|                    |                                        |                    |   |           |      |                         |  
|                    |                                        | As of December 31, |  
|                    |                                        |                    |  
|                    |                                        | 2004               |   |           | 2003 |                         |   | 2002      |  |  | 2001 |           |   | 2000 |  
|                    |                                        |                    |   |           |      |                         |   |           |  |  |      |           |   |      |  
|                    |                                        | ($ in thousands)   |  
|Balance Sheet Data: |                                        |                    |   |           |      |                         |   |           |  |  |      |           |   |      |   |           |  |  |   |          
|                    | Cash and cash equivalents              |                    | $ | 41,489    |      |                         | $ | 27,505    |  |  | $    | 15,866    |   |      | $ | 5,962     |  |  | $ | 14,881    | 
|                    | Property, plant and equipment, net     |                    |   | 177,142   |      |                         |   | 205,200   |  |  |      | 185,935   |   |      |   | 203,168   |  |  |   | 184,655   | 
|                    | Intangibles, net                       |                    |   | 1,316,320 |      |                         |   | 1,332,991 |  |  |      | 915,845   |   |      |   | 2,192,133 |  |  |   | 2,286,211 | 
|                    | Total assets                           |                    |   | 1,588,279 |      |                         |   | 1,625,008 |  |  |      | 1,209,918 |   |      |   | 2,699,030 |  |  |   | 2,690,103 | 
|                    | Redeemable preferred stock             |                    |   |          |      |                         |   |          |  |  |      | 35,000    |   |      |   | 35,000    |  |  |   |          | 
|                    | Current portion of long-term debt      |                    |   |          |      |                         |   |          |  |  |      | 1,588,509 |   |      |   | 46,909    |  |  |   | 27,465    | 
|                    | Long term debt, net of current portion |                    |   | 913,774   |      |                         |   | 912,851   |  |  |      |          |   |      |   | 1,760,208 |  |  |   | 1,650,535 | 
|                    | Stockholders equity (deficit)         |                    |   | 429,598   |      |                         |   | 455,299   |  |  |      | (528,275  | ) |      |   | 544,563   |  |  |   | 665,757   | 

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|        |                                                                                          
|------- | -----------------------------------------------------------------------------------------
|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






CRITICAL ACCOUNTING POLICIES AND PRACTICES






Property, Plant and Equipment and Other Definite Life
Assets




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Goodwill and Wireless License Acquisition Costs






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RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31,
2004, 2003 AND 2002




|                                                  |  |              |           |   |      |   |           |      |  |   |           |  
|------------------------------------------------- |  | ------------ | --------- | - | ---- | - | --------- | ---- |  | - | --------- | -
|                                                  |  | December 31, |          
|                                                  |  |              |          
|                                                  |  | 2004         |           |   | 2003 |   |           | 2002 | 
|                                                  |  |              |           |   |      |   |           |      | 
|Market population(1)                              |  |              | 5,069,900 |   |      |   | 4,997,000 |      |  |   | 4,997,000 |  
|Ending subscribers                                |  |              | 710,000   |   |      |   | 709,200   |      |  |   | 690,400   |  
|Market penetration(2)                             |  |              | 14.0      | % |      |   | 14.2      | %    |  |   | 13.8      | %
|Gross subscriber additions                        |  |              | 195,800   |   |      |   | 199,400   |      |  |   | 230,800   |  
|Average subscribers                               |  |              | 712,700   |   |      |   | 698,500   |      |  |   | 659,100   |  
|Average monthly service revenue per subscriber(3) |  | $            | 38        |   |      | $ | 37        |      |  | $ | 38        |  
|Average monthly post-paid churn(4)                |  |              | 1.9       | % |      |   | 1.9       | %    |  |   | 1.9       | %






|    |                                                                                                                                                                                                                                                                                                                                                                                            
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Represents the population in our licensed areas for the period
    indicated. The 2004 results are based upon the 2003 population
    estimates provided by MapInfo Corporation, a location software
    company, and 2003 and 2002 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




|                   |                             |                         |   |                 |            |  |                 |              |         |          |              |         |         |              |   |         |                    |  |   |           |         |  |  |       |      |    |  |      |      |   
|------------------ | --------------------------- | ----------------------- | - | --------------- | ---------- |  | --------------- | ------------ | ------- | -------- | ------------ | ------- | ------- | ------------ | - | ------- | ------------------ |  | - | --------- | ------- |  |  | ----- | ---- | -- |  | ---- | ---- | --
|                   |                             |                         |   | For the period  |            |  | For the period  |              |         |          |              |         |         |              |   |        
|                   |                             |                         |   | from            |            |  | from formation  |              |         |          |              |         |         |              |   |        
|                   |                             |                         |   | January 1, 2003 |            |  | (June 23, 2003) |              |         | Combined |              |         |         |              |  
|                   |                             | Year Ended              |   |                 | through    |  |                 | through      |         |          | Year Ended   |         |         | Year Ended   |   |         | Percentage Changes | 
|                   |                             | December 31,            |   |                 | August 18, |  |                 | December 31, |         |          | December 31, |         |         | December 31, |   |         |                    | 
|                   |                             | 2004                    |   |                 | 2003       |  |                 | 2003         |         |          | 2003         |         |         | 2002         |   |         | 04 vs. 03          |  |   | 03 vs. 02 |        
|                   |                             |                         |   |                 |            |  |                 |              |         |          |              |         |         |              |   |         |                    |  |   |           |        
|                   |                             | ($ in thousands)        |  
|Operating revenue: |                             |                         |   |                 |            |  |                 |              |         |          |              |         |         |              |   |         |                    |  |   |           |         |  |  |       |      |    |  |     
|                   | Service revenue             |                         | $ | 327,322         |            |  | $               | 195,787      |         |          | $            | 117,002 |         |              | $ | 312,789 |                    |  | $ | 302,144   |         |  |  | 4.6   | %    |    |  | 3.5  | %   
|                   | Roaming revenue             |                         |   | 87,870          |            |  |                 | 82,387       |         |          |              | 39,948  |         |              |   | 122,335 |                    |  |   | 135,148   |         |  |  | (28.2 | )%   |    |  | (9.5 | )%  
|                   | Equipment and other revenue |                         |   | 18,183          |            |  |                 | 10,552       |         |          |              | 5,673   |         |              |   | 16,225  |                    |  |   | 15,538    |         |  |  | 12.1  | %    |    |  | 4.4  | %   
|                   |                             |                         |   |                 |            |  |                 |              |         |          |              |         |         |              |   |         |                    |  |   |           |        
|                   |                             | Total operating revenue |   |                 | 433,375    |  |                 |              | 288,726 |          |              |         | 162,623 |              |   |         | 451,349            |  |   |           | 452,830 |  |  |       | (4.0 | )% |  |      | (0.3 | )%
|                   |                             |                         |   |                 |            |  |                 |              |         |          |              |         |         |              |   |         |                    |  |   |           |        

24



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|                                         |                                                                                               |                          |         |                 |            |   |                 |              |         |          |              |         |         |              |         |          |                    |   |          |           |           |  |       |       |      |   |  |       |    |  
|---------------------------------------- | --------------------------------------------------------------------------------------------- | ------------------------ | ------- | --------------- | ---------- | - | --------------- | ------------ | ------- | -------- | ------------ | ------- | ------- | ------------ | ------- | -------- | ------------------ | - | -------- | --------- | --------- |  | ----- | ----- | ---- | - |  | ----- | -- | -
|                                         |                                                                                               |                          |         | For the period  |            |   | For the period  |              |         |          |              |         |         |              |         |         
|                                         |                                                                                               |                          |         | from            |            |   | from formation  |              |         |          |              |         |         |              |         |         
|                                         |                                                                                               |                          |         | January 1, 2003 |            |   | (June 23, 2003) |              |         | Combined |              |         |         |              |        
|                                         |                                                                                               | Year Ended               |         |                 | through    |   |                 | through      |         |          | Year Ended   |         |         | Year Ended   |         |          | Percentage Changes |  
|                                         |                                                                                               | December 31,             |         |                 | August 18, |   |                 | December 31, |         |          | December 31, |         |         | December 31, |         |          |                    |  
|                                         |                                                                                               | 2004                     |         |                 | 2003       |   |                 | 2003         |         |          | 2003         |         |         | 2002         |         |          | 04 vs. 03          |   |          | 03 vs. 02 |          
|                                         |                                                                                               |                          |         |                 |            |   |                 |              |         |          |              |         |         |              |         |          |                    |   |          |           |          
|                                         |                                                                                               | ($ in thousands)         |        
|Operating expenses:                      |                                                                                               |                          |         |                 |            |   |                 |              |         |          |              |         |         |              |         |          |                    |   |          |           |           |  |       |       |      |   |  |      
|                                         | Cost of service (exclusive of depreciation and amortization
    items shown separately below) |                          |         | 99,230          |            |   |                 | 62,225       |         |          |              | 35,460  |         |              |         | 97,685   |                    |   |          | 110,412   |           |  |       | 1.6   | %    |   |  | (11.5 | )%
|                                         | Cost of equipment                                                                             |                          |         | 45,102          |            |   |                 | 23,618       |         |          |              | 15,104  |         |              |         | 38,722   |                    |   |          | 34,206    |           |  |       | 16.5  | %    |   |  | 13.2  | % 
|                                         | Marketing and selling                                                                         |                          |         | 56,765          |            |   |                 | 31,180       |         |          |              | 21,017  |         |              |         | 52,197   |                    |   |          | 57,623    |           |  |       | 8.8   | %    |   |  | (9.4  | )%
|                                         | General and administrative                                                                    |                          |         | 89,038          |            |   |                 | 44,435       |         |          |              | 31,210  |         |              |         | 75,645   |                    |   |          | 70,291    |           |  |       | 17.7  | %    |   |  | 7.6   | % 
|                                         | Impairment of goodwill                                                                        |                          |         |                |            |   |                 |             |         |          |              |        |         |              |         |         |                    |   |          | 800,894   |           |  |       |      |      |   |  |       | * 
|                                         | Depreciation and amortization                                                                 |                          |         | 83,310          |            |   |                 | 43,591       |         |          |              | 28,647  |         |              |         | 72,238   |                    |   |          | 66,746    |           |  |       | 15.3  | %    |   |  | 8.2   | % 
|                                         |                                                                                               |                          |         |                 |            |   |                 |              |         |          |              |         |         |              |         |          |                    |   |          |           |          
|                                         |                                                                                               | Total operating expenses |         |                 | 373,445    |   |                 |              | 205,049 |          |              |         | 131,438 |              |         |          | 336,487            |   |          |           | 1,140,172 |  |       |       | 11.0 | % |  |       |    | *
|                                         |                                                                                               |                          |         |                 |            |   |                 |              |         |          |              |         |         |              |         |          |                    |   |          |           |          
|Operating income (loss)                  |                                                                                               |                          | 59,930  |                 |            |   | 83,677          |              |         |          | 31,185       |         |         |              | 114,862 |          |                    |   | (687,342 | )         |           |  | (47.8 | )%    |      |   |  | *    
|                                         | Interest expense                                                                              |                          |         | (94,796         | )          |   |                 | (78,136      | )       |          |              | (37,773 | )       |              |         | (115,909 | )                  |   |          | (142,003  | )         |  |       | (18.2 | )%   |   |  | (18.4 | )%
|                                         | Dividends on mandatorily redeemable preferred stock                                           |                          |         |                |            |   |                 | (703         | )       |          |              |        |         |              |         | (703     | )                  |   |          |          |           |  |       |       | *    |   |  |       | * 
|                                         | Other (expense) income, net                                                                   |                          |         | (2,440          | )          |   |                 | (538         | )       |          |              | (426    | )       |              |         | (964     | )                  |   |          | 1,387     |           |  |       |       | *    |   |  |       | * 
|                                         |                                                                                               |                          |         |                 |            |   |                 |              |         |          |              |         |         |              |         |          |                    |   |          |           |          
|(Loss) income before income taxes        |                                                                                               |                          | (37,306 | )               |            |   | 4,300           |              |         |          | (7,014       | )       |         |              | (2,714  | )        |                    |   | (827,958 | )         |           |  |       | *     |      |   |  | *    
|Income tax benefit (expense)             |                                                                                               |                          | 11,605  |                 |            |   | (1,961          | )            |         |          | 2,665        |         |         |              | 704     |          |                    |   | 14,383   |           |           |  |       | *     |      |   |  | *    
|                                         |                                                                                               |                          |         |                 |            |   |                 |              |         |          |              |         |         |              |         |          |                    |   |          |           |          
|(Loss) income from continuing operations |                                                                                               | $                        | (25,701 | )               |            | $ | 2,339           |              |         | $        | (4,349       | )       |         | $            | (2,010  | )        |                    | $ | (813,575 | )         |           |  |       | *     |      |   |  | *    
|                                         |                                                                                               |                          |         |                 |            |   |                 |              |         |          |              |         |         |              |         |          |                    |   |          |           |          






|  |                              
|- | -----------------------------
|* | Calculation is not meaningful

Subscribers






25



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Operating Revenue




Service Revenue






Roaming Revenue






Equipment and Other Revenue




26



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Operating Expenses




Cost of Service






|              |                       |                         |        |        |            |  |      |        |   |   |            |        |  |        |      |       |            |   |        |         |  |  |      |       |  
|------------- | --------------------- | ----------------------- | ------ | ------ | ---------- |  | ---- | ------ | - | - | ---------- | ------ |  | ------ | ---- | ----- | ---------- | - | ------ | ------- |  |  | ---- | ----- | -
|              |                       | Year Ended December 31, |       
|              |                       |                         |       
|              |                       | 2004                    |        |        | 2003       |  |      | 2002   |  
|              |                       |                         |        |        |            |  |      |        |  
|              |                       | Amount                  |        |        | Percentage |  |      | Amount |   |   | Percentage |        |  | Amount |      |       | Percentage |  
|              |                       |                         |        |        |            |  |      |        |   |   |            |        |  |        |      |       |            |  
|              |                       | ($ in thousands)        |       
|Network costs |                       | $                       | 63,019 |        |            |  | 63.5 | %      |   | $ | 55,225     |        |  |        | 56.5 | %     |            | $ | 52,775 |         |  |  | 47.8 | %    
|Roaming costs |                       |                         | 36,211 |        |            |  | 36.5 | %      |   |   | 42,460     |        |  |        | 43.5 | %     |            |   | 57,637 |         |  |  | 52.2 | %    
|              |                       |                         |        |        |            |  |      |        |   |   |            |        |  |        |      |       |            |  
|              | Total cost of service |                         | $      | 99,230 |            |  |      | 100.0  | % |   | $          | 97,685 |  |        |      | 100.0 | %          |   | $      | 110,412 |  |  |      | 100.0 | %
|              |                       |                         |        |        |            |  |      |        |   |   |            |        |  |        |      |       |            |  





Cost of Equipment




27



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Marketing and Selling Costs






General and Administrative Expenses






Depreciation and Amortization






Non-Operating Results


Interest Expense




28



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Discontinued Operations




Cumulative Effect of Change in Accounting Principle




LIQUIDITY AND CAPITAL RESOURCES






Working Capital and Net Cash Flow






29



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Capital Resources








| |   |                                                                                         
| | - | ----------------------------------------------------------------------------------------
| |  | 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.         

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Capital Expenditures and Commitments






Contractual Obligations




|                             |                                    |      |        |                  |           |   |        |           |  |   |                |        |  |   |         |         | 
|---------------------------- | ---------------------------------- | ---- | ------ | ---------------- | --------- | - | ------ | --------- |  | - | -------------- | ------ |  | - | ------- | ------- | 
|Contractual Cash Obligations |                                    | 2005 |        |                  | 2006-2007 |   |        | 2008-2009 |  |   | 2010 and after |       
|                             |                                    |      |        |                  |           |   |        |           |  |   |                |       
|                             |                                    |      |        | ($ in thousands) |           |   |       
|Long-term debt               |                                    | $    |       |                  |           | $ |       |           |  | $ | 13,774         |        |  | $ | 900,000 |        
|Operating leases             |                                    |      | 16,702 |                  |           |   | 25,399 |           |  |   | 14,680         |        |  |   | 8,325   |        
|Purchase obligations         |                                    |      | 733    |                  |           |   | 20,600 |           |  |   |               |        |  |   |        |        
|                             |                                    |      |        |                  |           |   |        |           |  |   |                |       
|                             | Total contractual cash obligations |      | $      | 17,435           |           |   | $      | 45,999    |  |   | $              | 28,454 |  |   | $       | 908,325 | 
|                             |                                    |      |        |                  |           |   |        |           |  |   |                |       





| |   |                                                                                                          
| | - | ---------------------------------------------------------------------------------------------------------
| |  | $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




31



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EFFECT OF NEW ACCOUNTING STANDARDS




FORWARD-LOOKING STATEMENTS




32



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|         |                                                           
|-------- | ----------------------------------------------------------
|Item 7A. | Quantitative and Qualitative Disclosures about Market Risk





33



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|        |                                            
|------- | -------------------------------------------
|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                                                                                                                                                                                                                                                     |  |  | 35 | 
|Report of Independent Registered Public
    Accounting Firm (the Predecessor Company)                                                                                                                                                                                                                           |  |  | 36 | 
|Consolidated balance sheets as of
    December 31, 2004 and 2003                                                                                                                                                                                                                                                |  |  | 37 | 
|Consolidated statements of operations for
    the year ended December 31, 2004, the period from formation
    (June 23, 2003) through December 31, 2003, and for the
    predecessor periods from January 1, 2003 through
    August 18, 2003 and for the year ended December 31,
    2002                      |  |  | 38 | 
|Consolidated statements of
    stockholders equity (deficit) for the year ended
    December 31, 2004, the period from formation (June 23,
    2003) through December 31, 2003, and for the predecessor
    periods from January  1, 2003 through August 18,
    2003 and for the year ended December 31, 2002 |  |  | 39 | 
|Consolidated statements of cash flows for
    the year ended December 31, 2004, the period from formation
    (June 23, 2003) through December 31, 2003, and for the
    predecessor periods from January 1, 2003 through
    August 18, 2003 and for the year ended December 31,
    2002                      |  |  | 40 | 
|Notes to consolidated financial
    statements                                                                                                                                                                                                                                                                  |  |  | 41 | 

34



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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM












KPMG LLP






35



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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
















KPMG LLP






36



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AMERICAN CELLULAR CORPORATION AND SUBSIDIARIES





CONSOLIDATED BALANCE SHEETS


DECEMBER 31, 2004 AND 2003


|                                                                                                                  |                           |                            |                                            |               |               |               |             |               |               |               | 
|----------------------------------------------------------------------------------------------------------------- | ------------------------- | -------------------------- | ------------------------------------------ | ------------- | ------------- | ------------- | ----------- | ------------- | ------------- | ------------- | 
|                                                                                                                  |                           | 2004                       |                                            |               | 2003          |              
|                                                                                                                  |                           |                            |                                            |               |               |              
|ASSETS                                                                                                           
|CURRENT ASSETS:                                                                                                   |                           |                            |                                            |               |               |               |             |              
|Cash and cash equivalents (Note 2)                                                                                |                           | $                          | 41,488,979                                 |               |               | $             | 27,505,267  |              
|Accounts receivable, net of allowance for doubtful accounts of
    $904,561 in 2004 and $1,712,748 in 2003        |                           |                            | 40,412,508                                 |               |               |               | 35,415,003  |              
|Restricted cash and investments (Note 2)                                                                          |                           |                            |                                           |               |               |               | 4,165,275   |              
|Inventory (Note 2)                                                                                                |                           |                            | 5,153,250                                  |               |               |               | 3,751,447   |              
|Deferred tax assets                                                                                               |                           |                            | 4,207,000                                  |               |               |               | 5,708,000   |              
|Prepaid expenses                                                                                                  |                           |                            | 2,858,438                                  |               |               |               | 2,593,317   |              
|                                                                                                                  |                           |                            |                                            |               |               |              
|                                                                                                                  | Total current assets      |                            |                                            | 94,120,175    |               |               |             | 79,138,309    |              
|                                                                                                                  |                           |                            |                                            |               |               |              
|PROPERTY, PLANT AND EQUIPMENT, net (Note 2)                                                                       |                           |                            | 177,141,717                                |               |               |               | 205,199,700 |              
|                                                                                                                  |                           |                            |                                            |               |               |              
|OTHER ASSETS:                                                                                                     |                           |                            |                                            |               |               |               |             |              
|Accounts receivable-affiliates                                                                                    |                           |                            |                                           |               |               |               | 7,059,367   |              
|Wireless license acquisition costs (Note 2)                                                                       |                           |                            | 669,168,756                                |               |               |               | 669,168,796 |              
|Goodwill (Note 2 and 5)                                                                                           |                           |                            | 572,113,347                                |               |               |               | 570,525,432 |              
|Deferred financing costs, net of accumulated amortization of
    $3,145,730 in 2004 and $787,308 in 2003 (Note 2) |                           |                            | 15,784,770                                 |               |               |               | 18,043,316  |              
|Customer list, net of accumulated amortization of $20,746,667 in
    2004 and $4,746,667 in 2003 (Note 2)         |                           |                            | 59,253,333                                 |               |               |               | 75,253,333  |              
|Other non-current assets                                                                                          |                           |                            | 696,846                                    |               |               |               | 619,706     |              
|                                                                                                                  |                           |                            |                                            |               |               |              
|                                                                                                                  | Total other assets        |                            |                                            | 1,317,017,052 |               |               |             | 1,340,669,950 |              
|                                                                                                                  |                           |                            |                                            |               |               |              
|                                                                                                                  |                           | Total assets               |                                            | $             | 1,588,278,944 |               |             | $             | 1,625,007,959 |              
|                                                                                                                  |                           |                            |                                            |               |               |              
|                                                                                                                 
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                             
|CURRENT LIABILITIES:                                                                                              |                           |                            |                                            |               |               |               |             |              
|Accounts payable                                                                                                  |                           | $                          | 10,297,625                                 |               |               | $             | 17,933,533  |              
|Accounts payable-affiliates                                                                                       |                           |                            | 6,182,755                                  |               |               |               |            |              
|Accrued expenses                                                                                                  |                           |                            | 13,140,622                                 |               |               |               | 10,864,285  |              
|Accrued interest payable                                                                                          |                           |                            | 37,867,260                                 |               |               |               | 39,557,201  |              
|Deferred revenue and customer deposits                                                                            |                           |                            | 13,026,284                                 |               |               |               | 12,526,924  |              
|                                                                                                                  |                           |                            |                                            |               |               |              
|                                                                                                                  | Total current liabilities |                            |                                            | 80,514,546    |               |               |             | 80,881,943    |              
|                                                                                                                  |                           |                            |                                            |               |               |              
|OTHER LIABILITIES:                                                                                                |                           |                            |                                            |               |               |               |             |              
|Long-term debt (Note 4)                                                                                           |                           |                            | 913,773,624                                |               |               |               | 912,850,706 |              
|Deferred tax liabilities (Note 11)                                                                                |                           |                            | 160,231,500                                |               |               |               | 169,162,204 |              
|Other non-current liabilities                                                                                     |                           |                            | 4,161,627                                  |               |               |               | 6,814,500   |              
|Commitments (Note 7)                                                                                              |                           |                            |                                            |               |               |               |             |              
|STOCKHOLDERS EQUITY (Note 9):                                                                                    |                           |                            |                                            |               |               |               |             |              
|Class A common stock, $.01 par value, 50 shares
    authorized and issued                                         |                           |                            | 1                                          |               |               |               | 1           |              
|Class B common stock, $.01 par value, 300 shares
    authorized and issued                                        |                           |                            | 3                                          |               |               |               | 3           |              
|Paid-in capital                                                                                                   |                           |                            | 474,547,248                                |               |               |               | 474,547,248 |              
|Accumulated deficit                                                                                               |                           |                            | (44,949,605                                | )             |               |               | (19,248,646 | )            
|                                                                                                                  |                           |                            |                                            |               |               |              
|                                                                                                                  |                           | Total stockholders equity |                                            |               | 429,597,647   |               |             |               | 455,298,606   |              
|                                                                                                                  |                           |                            |                                            |               |               |              
|                                                                                                                  |                           |                            | Total liabilities and stockholders equity |               | $             | 1,588,278,944 |             |               | $             | 1,625,007,959 | 
|                                                                                                                  |                           |                            |                                            |               |               |              



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AMERICAN CELLULAR CORPORATION AND SUBSIDIARIES





CONSOLIDATED STATEMENTS OF OPERATIONS


|                                                                             |                                                                                                             |                          |             |                |                 |                         |                |             |             |   |              |             |             |   |                |              |               | 
|---------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------- | ------------------------ | ----------- | -------------- | --------------- | ----------------------- | -------------- | ----------- | ----------- | - | ------------ | ----------- | ----------- | - | -------------- | ------------ | ------------- | 
|                                                                             |                                                                                                             |                          |             |                |                 | The Predecessor Company |               
|                                                                             |                                                                                                             |                          |             |                |                 |                         |               
|                                                                             |                                                                                                             |                          |             | For the period |                 |                         | For the period |             |             |  
|                                                                             |                                                                                                             |                          |             | from           |                 |                         | from           |             |             |  
|                                                                             |                                                                                                             |                          |             | formation      |                 |                         | January 1,     |             |             |  
|                                                                             |                                                                                                             | For the Year             |             |                | (June 23, 2003) |                         |                | 2003        |             |   | For the Year |            
|                                                                             |                                                                                                             | Ended                    |             |                | to              |                         |                | to          |             |   | Ended        |            
|                                                                             |                                                                                                             | December 31,             |             |                | December 31,    |                         |                | August 18,  |             |   | December 31, |            
|                                                                             |                                                                                                             | 2004                     |             |                | 2003            |                         |                | 2003        |             |   | 2002         |            
|                                                                             |                                                                                                             |                          |             |                |                 |                         |                |             |             |   |              |            
|OPERATING REVENUE:                                                           |                                                                                                             |                          |             |                |                 |                         |                |             |             |   |              |             |             |   |                |             
|                                                                             | Service revenue                                                                                             |                          | $           | 327,322,267    |                 |                         | $              | 117,002,650 |             |   | $            | 195,787,153 |             |   | $              | 302,144,063  |              
|                                                                             | Roaming revenue                                                                                             |                          |             | 87,869,608     |                 |                         |                | 39,948,198  |             |   |              | 82,387,324  |             |   |                | 135,147,615  |              
|                                                                             | Equipment and other revenue                                                                                 |                          |             | 18,183,231     |                 |                         |                | 5,672,780   |             |   |              | 10,552,294  |             |   |                | 15,537,979   |              
|                                                                             |                                                                                                             |                          |             |                |                 |                         |                |             |             |   |              |            
|                                                                             |                                                                                                             | Total operating revenue  |             |                | 433,375,106     |                         |                |             | 162,623,628 |   |              |             | 288,726,771 |   |                |              | 452,829,657   | 
|                                                                             |                                                                                                             |                          |             |                |                 |                         |                |             |             |   |              |            
|OPERATING EXPENSES:                                                          |                                                                                                             |                          |             |                |                 |                         |                |             |             |   |              |             |             |   |                |             
|                                                                             | Cost of service (exclusive of depreciation and amortization
    items shown separately below)               |                          |             | 99,230,426     |                 |                         |                | 35,459,944  |             |   |              | 62,225,347  |             |   |                | 110,412,273  |              
|                                                                             | Cost of equipment                                                                                           |                          |             | 45,101,594     |                 |                         |                | 15,104,107  |             |   |              | 23,618,299  |             |   |                | 34,205,796   |              
|                                                                             | Marketing and selling                                                                                       |                          |             | 56,765,364     |                 |                         |                | 21,016,906  |             |   |              | 31,180,136  |             |   |                | 57,623,167   |              
|                                                                             | General and administrative                                                                                  |                          |             | 89,037,568     |                 |                         |                | 31,210,131  |             |   |              | 44,434,982  |             |   |                | 70,290,928   |              
|                                                                             | Impairment of goodwill (Note 5)                                                                             |                          |             |               |                 |                         |                |            |             |   |              |            |             |   |                | 800,893,860  |              
|                                                                             | Depreciation and amortization                                                                               |                          |             | 83,309,989     |                 |                         |                | 28,647,386  |             |   |              | 43,590,974  |             |   |                | 66,745,545   |              
|                                                                             |                                                                                                             |                          |             |                |                 |                         |                |             |             |   |              |            
|                                                                             |                                                                                                             | Total operating expenses |             |                | 373,444,941     |                         |                |             | 131,438,474 |   |              |             | 205,049,738 |   |                |              | 1,140,171,569 | 
|                                                                             |                                                                                                             |                          |             |                |                 |                         |                |             |             |   |              |            
|OPERATING INCOME (LOSS)                                                      |                                                                                                             |                          | 59,930,165  |                |                 |                         | 31,185,154     |             |             |   | 83,677,033   |             |             |   | (687,341,912   | )           
|OTHER (EXPENSE) INCOME:                                                      |                                                                                                             |                          |             |                |                 |                         |                |             |             |   |              |             |             |   |                |             
|                                                                             | Interest expense                                                                                            |                          |             | (94,796,358    | )               |                         |                | (37,773,497 | )           |   |              | (78,136,350 | )           |   |                | (142,003,848 | )            
|                                                                             | Dividends on mandatorily redeemable preferred stock                                                         |                          |             |               |                 |                         |                |            |             |   |              | (703,442    | )           |   |                |             |              
|                                                                             | Other (expense) income, net                                                                                 |                          |             | (2,440,193     | )               |                         |                | (425,599    | )           |   |              | (538,070    | )           |   |                | 1,387,501    |              
|                                                                             |                                                                                                             |                          |             |                |                 |                         |                |             |             |   |              |            
|(LOSS) INCOME BEFORE INCOME TAXES                                            |                                                                                                             |                          | (37,306,386 | )              |                 |                         | (7,013,942     | )           |             |   | 4,299,171    |             |             |   | (827,958,259   | )           
|                                                                             | Income tax benefit (expense)                                                                                |                          |             | 11,605,427     |                 |                         |                | 2,665,296   |             |   |              | (1,960,532  | )           |   |                | 14,383,305   |              
|                                                                             |                                                                                                             |                          |             |                |                 |                         |                |             |             |   |              |            
|(LOSS) INCOME FROM CONTINUING OPERATIONS                                     |                                                                                                             |                          | (25,700,959 | )              |                 |                         | (4,348,646     | )           |             |   | 2,338,639    |             |             |   | (813,574,954   | )           
|DISCONTINUED OPERATIONS: (Note 3)                                            |                                                                                                             |                          |             |                |                 |                         |                |             |             |   |              |             |             |   |                |             
|                                                                             | Loss from discontinued operations, net of income tax expense of
    $435,838                                |                          |             |               |                 |                         |                |            |             |   |              |            |             |   |                | (653,909     | )            
|                                                                             | Gain from sale of discontinued operations, net of income tax
    expense of $50,282,976                     |                          |             |               |                 |                         |                |            |             |   |              |            |             |   |                | 13,472,110   |              
|                                                                             |                                                                                                             |                          |             |                |                 |                         |                |             |             |   |              |            
|(LOSS) INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
    PRINCIPLE |                                                                                                             |                          | (25,700,959 | )              |                 |                         | (4,348,646     | )           |             |   | 2,338,639    |             |             |   | (800,756,753   | )           
|                                                                             | Cumulative effect of change in accounting principle, net of
    income tax benefit of $187,760,000 (Note 2) |                          |             |               |                 |                         |                |            |             |   |              |            |             |   |                | (281,640,000 | )            
|                                                                             |                                                                                                             |                          |             |                |                 |                         |                |             |             |   |              |            
|(LOSS) INCOME BEFORE EXTRAORDINARY GAIN                                      |                                                                                                             |                          | (25,700,959 | )              |                 |                         | (4,348,646     | )           |             |   | 2,338,639    |             |             |   | (1,082,396,753 | )           
|                                                                             | Extraordinary gain, net of income tax expense of $80,296,256
    (Note 4)                                   |                          |             |               |                 |                         |                |            |             |   |              | 131,009,680 |             |   |                |             |              
|                                                                             |                                                                                                             |                          |             |                |                 |                         |                |             |             |   |              |            
|NET (LOSS) INCOME                                                            |                                                                                                             |                          | (25,700,959 | )              |                 |                         | (4,348,646     | )           |             |   | 133,348,319  |             |             |   | (1,082,396,753 | )           
|DIVIDENDS ON PREFERRED STOCK                                                 |                                                                                                             |                          |            |                |                 |                         |               |             |             |   | (2,545,617   | )           |             |   | (4,661,236     | )           
|                                                                             |                                                                                                             |                          |             |                |                 |                         |                |             |             |   |              |            
|NET (LOSS) INCOME APPLICABLE TO COMMON STOCKHOLDER                           |                                                                                                             | $                        | (25,700,959 | )              |                 | $                       | (4,348,646     | )           |             | $ | 130,802,702  |             |             | $ | (1,087,057,989 | )           
|                                                                             |                                                                                                             |                          |             |                |                 |                         |                |             |             |   |              |            



38



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##### Table of Contents



AMERICAN CELLULAR CORPORATION AND SUBSIDIARIES





CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
(DEFICIT)


The Predecessor Company


|                  |                           |                                                                                 |   |                                |            |  |     |         |             |   |             |       |   |               |             |   |               |   |                |                  |   |   |             |   |            |   |              |                |            | 
|----------------- | ------------------------- | ------------------------------------------------------------------------------- | - | ------------------------------ | ---------- |  | --- | ------- | ----------- | - | ----------- | ----- | - | ------------- | ----------- | - | ------------- | - | -------------- | ---------------- | - | - | ----------- | - | ---------- | - | ------------ | -------------- | ---------- | 
|                  |                           |                                                                                 |   | Stockholders Equity (Deficit) |           
|                  |                           |                                                                                 |   |                                |           
|                  |                           |                                                                                 |   | Class A                        |            |  |     |         | Accumulated |   |             |      
|                  |                           |                                                                                 |   | Common Stock                   |            |  |     |         | Other       |   |             | Total |  
|                  |                           | Comprehensive                                                                   |   |                                |            |  |     | Paid in |             |   | Accumulated |       |   | Comprehensive |             |   | Stockholders |  
|                  |                           | Loss                                                                            |   |                                | Shares     |  |     | Amount  |             |   | Capital     |       |   | Deficit       |             |   | Loss          |   |                | Equity (Deficit) |  
|                  |                           |                                                                                 |   |                                |            |  |     |         |             |   |             |       |   |               |             |   |               |   |                |                  |  
|DECEMBER 31, 2001 |                           |                                                                                 |   |                                |            |  | 100 |         |             | $ | 1           |       |   | $             | 797,827,564 |   |               | $ | (239,044,921   | )                |   | $ | (14,219,250 | ) |            | $ | 544,563,394  |               
|                  | Net loss                  |                                                                                 | $ | (1,082,396,753                 | )          |  |     |        |             |   |             |      |   |               |             |  |               |   |                | (1,082,396,753   | ) |   |             |  |            |   |              | (1,082,396,753 | )         
|                  |                           | Amounts related to hedge transitions reclassified into earnings,
    net of tax |   |                                | 12,595,376 |  |     |         |            |   |             |       |  |               |             |   |              |   |                |                  |  |   |             |   | 12,595,376 |   |              |                | 12,595,376 | 
|                  |                           | Ineffective hedge transition reclassified into earnings, net of
    tax         |   |                                | 643,751    |  |     |         |            |   |             |       |  |               |             |   |              |   |                |                  |  |   |             |   | 643,751    |   |              |                | 643,751    | 
|                  |                           | Change in fair value of hedge transactions, net of tax                          |   |                                | 980,123    |  |     |         |            |   |             |       |  |               |             |   |              |   |                |                  |  |   |             |   | 980,123    |   |              |                | 980,123    | 
|                  |                           |                                                                                 |   |                                |            |  |     |         |             |   |             |       |   |               |             |   |               |   |                |                  |  
|                  | Total comprehensive loss  |                                                                                 | $ | (1,068,177,503                 | )          |  |     |         |             |   |             |       |   |               |             |   |               |   |                |                  |   |   |             |   |            |   |              |                |           
|                  |                           |                                                                                 |   |                                |            |  |     |         |             |   |             |       |   |               |             |   |               |   |                |                  |  
|                  | Preferred stock dividends |                                                                                 |   |                                |            |  |     |        |             |   |             |      |   |               |             |  |               |   |                | (4,661,236       | ) |   |             |  |            |   |              | (4,661,236     | )         
|                  |                           |                                                                                 |   |                                |            |  |     |         |             |   |             |       |   |               |             |   |               |   |                |                  |  
|DECEMBER 31, 2002 |                           |                                                                                 |   |                                |            |  | 100 |         |             |   | 1           |       |   |               | 797,827,564 |   |               |   | (1,326,102,910 | )                |   |   |            |   |            |   | (528,275,345 | )             
|                  | Net income                |                                                                                 | $ | 133,348,319                    |            |  |     |        |             |   |             |      |   |               |             |  |               |   |                | 133,348,319      |   |   |             |  |            |   |              | 133,348,319    |           
|                  |                           |                                                                                 |   |                                |            |  |     |         |             |   |             |       |   |               |             |   |               |   |                |                  |  
|                  | Preferred 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


|                          |                                       |                      |    |    |              |   |   |         |  |       |             |     |  |               |   |   |         |   |             |             |  |   |             |             |   |   |             |             |  
|------------------------- | ------------------------------------- | -------------------- | -- | -- | ------------ | - | - | ------- |  | ----- | ----------- | --- |  | ------------- | - | - | ------- | - | ----------- | ----------- |  | - | ----------- | ----------- | - | - | ----------- | ----------- | -
|                          |                                       | Stockholders Equity |   
|                          |                                       |                      |   
|                          |                                       | Class A              |    |    | Class B      |   |   |        
|                          |                                       | Common Stock         |    |    | Common Stock |   |   |         |  | Total |            
|                          |                                       |                      |    |    |              |   |   | Paid in |  |       | Accumulated |     |  | Stockholders |  
|                          |                                       | Shares               |    |    | Amount       |   |   | Shares  |  |       | Amount      |     |  | Capital       |   |   | Deficit |   |             | Equity      | 
|                          |                                       |                      |    |    |              |   |   |         |  |       |             |     |  |               |   |   |         |   |             |             | 
|FORMATION (JUNE 23, 2003) |                                       |                      |   |    |              | $ |  |         |  |       |            |     |  | $             |  |   |         | $ |            |             |  | $ |            |             |   | $ |            |            
|                          | Capital contribution from acquisition |                      |    | 50 |              |   |   | 1       |  |       |             | 300 |  |               |   | 3 |         |   |             | 474,547,248 |  |   |             |            |   |   |             | 474,547,252 |  
|                          | Dividend 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 | )           |   |   | 455,298,606 |            
|                          | Net loss                              |                      |    |   |              |   |   |        |  |       |             |    |  |               |   |  |         |   |             |            |  |   |             | (25,700,959 | ) |   |             | (25,700,959 | )
|                          |                                       |                      |    |    |              |   |   |         |  |       |             |     |  |               |   |   |         |   |             |             | 
|DECEMBER 31, 2004         |                                       |                      | 50 |    |              | $ | 1 |         |  |       | 300         |     |  | $             | 3 |   |         | $ | 474,547,248 |             |  | $ | (44,949,605 | )           |   | $ | 429,597,647 |            
|                          |                                       |                      |    |    |              |   |   |         |  |       |             |     |  |               |   |   |         |   |             |             | 



39



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##### Table of Contents



AMERICAN CELLULAR CORPORATION AND SUBSIDIARIES





CONSOLIDATED STATEMENTS OF CASH FLOWS


|                                                                             |                                                                                                                          |                                                              |                                                     |                     |                   |                         |                |                 |            |             |                   |             |            |             |            |              |             |              |  
|---------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------ | --------------------------------------------------- | ------------------- | ----------------- | ----------------------- | -------------- | --------------- | ---------- | ----------- | ----------------- | ----------- | ---------- | ----------- | ---------- | ------------ | ----------- | ------------ | -
|                                                                             |                                                                                                                          |                                                              |                                                     |                     |                   | The Predecessor Company |               
|                                                                             |                                                                                                                          |                                                              |                                                     |                     |                   |                         |               
|                                                                             |                                                                                                                          |                                                              |                                                     | For the period from |                   |                         | For the period |                 |            |            
|                                                                             |                                                                                                                          |                                                              |                                                     | formation           |                   |                         | from           |                 |            |            
|                                                                             |                                                                                                                          | For the Year                                                 |                                                     |                     | (June 23, 2003)   |                         |                | January 1, 2003 |            |             | For the Year      |            
|                                                                             |                                                                                                                          | Ended                                                        |                                                     |                     | to                |                         |                | to              |            |             | Ended             |            
|                                                                             |                                                                                                                          | December 31, 2004                                            |                                                     |                     | December 31, 2003 |                         |                | August 18, 2003 |            |             | December 31, 2002 |            
|                                                                             |                                                                                                                          |                                                              |                                                     |                     |                   |                         |                |                 |            |             |                   |            
|CASH FLOWS FROM OPERATING ACTIVITIES:                                        |                                                                                                                          |                                                              |                                                     |                     |                   |                         |                |                 |            |             |                   |             |            |             |            |             
|                                                                             | (Loss) income from continuing operations                                                                                 |                                                              | $                                                   | (25,700,959         | )                 |                         | $              | (4,348,646      | )          |             | $                 | 2,338,639   |            |             | $          | (813,574,954 | )          
|                                                                             | Adjustments to reconcile (loss) income from continuing
    operations to net cash provided by operating
    activities  |                                                              |                                                     |                     |                   |                         |                |                 |            |             |                   |             |            |             |            |              |            
|                                                                             |                                                                                                                          | Depreciation and amortization                                |                                                     |                     | 83,309,989        |                         |                |                 | 28,647,386 |             |                   |             | 43,590,974 |             |            |              | 66,745,545  |             
|                                                                             |                                                                                                                          | Amortization of bond discount and financing costs            |                                                     |                     | 3,281,340         |                         |                |                 | 1,074,940  |             |                   |             | 4,074,039  |             |            |              | 6,700,267   |             
|                                                                             |                                                                                                                          | Deferred income taxes                                        |                                                     |                     | (12,029,704       | )                       |                |                 | (2,363,671 | )           |                   |             | 1,418,796  |             |            |              | (15,766,622 | )           
|                                                                             |                                                                                                                          | Non-cash mandatorily redeemable preferred stock dividends    |                                                     |                     |                  |                         |                |                 |           |             |                   |             | 703,442    |             |            |              |            |             
|                                                                             |                                                                                                                          | Cash used in operating activities of discontinued operations |                                                     |                     |                  |                         |                |                 |           |             |                   |             |           |             |            |              | (7,175,022  | )           
|                                                                             |                                                                                                                          | Loss on ineffective hedge transaction                        |                                                     |                     |                  |                         |                |                 |           |             |                   |             |           |             |            |              | 1,072,919   |             
|                                                                             |                                                                                                                          | Impairment of goodwill                                       |                                                     |                     |                  |                         |                |                 |           |             |                   |             |           |             |            |              | 800,893,860 |             
|                                                                             |                                                                                                                          | (Gain) loss on disposition on assets, net                    |                                                     |                     | (112,054          | )                       |                |                 |           |             |                   |             |           |             |            |              | 18,463      |             
|                                                                             | Changes in current assets and liabilities                                                                               |                                                              |                                                     |                     |                   |                         |                |                 |            |             |                   |             |            |             |            |              |            
|                                                                             |                                                                                                                          | Accounts receivable                                          |                                                     |                     | (4,997,505        | )                       |                |                 | 11,002,840 |             |                   |             | (6,052,315 | )           |            |              | 5,002,838   |             
|                                                                             |                                                                                                                          | Inventory                                                    |                                                     |                     | (1,401,803        | )                       |                |                 | (342,624   | )           |                   |             | 913,720    |             |            |              | 3,685,826   |             
|                                                                             |                                                                                                                          | Interest receivable                                          |                                                     |                     | (3,340            | )                       |                |                 |           |             |                   |             | 814,090    |             |            |              |            |             
|                                                                             |                                                                                                                          | Prepaid expenses and other                                   |                                                     |                     | (265,121          | )                       |                |                 | 865,755    |             |                   |             | (551,559   | )           |            |              | 1,662,299   |             
|                                                                             |                                                                                                                          | Accounts payable                                             |                                                     |                     | (7,635,908        | )                       |                |                 | (6,111,848 | )           |                   |             | (6,524,719 | )           |            |              | (3,145,151  | )           
|                                                                             |                                                                                                                          | Accrued expenses                                             |                                                     |                     | 945,609           |                         |                |                 | 18,760,741 |             |                   |             | (1,667,172 | )           |            |              | (26,145,000 | )           
|                                                                             |                                                                                                                          | Deferred revenue and customer deposits                       |                                                     |                     | 499,360           |                         |                |                 | 1,274,951  |             |                   |             | (168,108   | )           |            |              | (730,939    | )           
|                                                                             |                                                                                                                          |                                                              |                                                     |                     |                   |                         |                |                 |            |             |                   |            
|                                                                             |                                                                                                                          |                                                              | Net cash provided by operating activities           |                     |                   | 35,889,904              |                |                 |            | 48,459,824  |                   |             |            | 38,889,827  |            |              |             | 19,244,329   |  
|                                                                             |                                                                                                                          |                                                              |                                                     |                     |                   |                         |                |                 |            |             |                   |            
|CASH FLOWS FROM INVESTING ACTIVITIES:                                        |                                                                                                                          |                                                              |                                                     |                     |                   |                         |                |                 |            |             |                   |             |            |             |            |             
|                                                                             | Capital expenditures                                                                                                     |                                                              |                                                     | (39,369,105         | )                 |                         |                | (41,410,297     | )          |             |                   | (35,951,078 | )          |             |            | (48,798,472  | )          
|                                                                             | Cash acquired from acquisition of American Cellular                                                                      |                                                              |                                                     |                    |                   |                         |                | 35,819,121      |            |             |                   |            |            |             |            |             |            
|                                                                             | Change in receivable/payable-affiliates                                                                                  |                                                              |                                                     | 13,254,262          |                   |                         |                | (17,422,076     | )          |             |                   | 9,738,668   |            |             |            | (1,278,034   | )          
|                                                                             | Proceeds from sale of assets                                                                                             |                                                              |                                                     | 233,402             |                   |                         |                |                |            |             |                   | 14,409      |            |             |            |             |            
|                                                                             | Net proceeds from sale of discontinued operations                                                                        |                                                              |                                                     |                    |                   |                         |                |                |            |             |                   |            |            |             |            | 194,427,958  |            
|                                                                             | Receipt of funds held in escrow for contingencies on sold assets                                                         |                                                              |                                                     | 4,168,615           |                   |                         |                |                |            |             |                   | 4,112,154   |            |             |            |             |            
|                                                                             | Other investing activities                                                                                               |                                                              |                                                     | (93,490             | )                 |                         |                |                |            |             |                   | (80,431     | )          |             |            | 955,852      |            
|                                                                             |                                                                                                                          |                                                              |                                                     |                     |                   |                         |                |                 |            |             |                   |            
|                                                                             |                                                                                                                          |                                                              | Net cash (used in) provided by investing activities |                     |                   | (21,806,316             | )              |                 |            | (23,013,252 | )                 |             |            | (22,166,278 | )          |              |             | 145,307,304  |  
|                                                                             |                                                                                                                          |                                                              |                                                     |                     |                   |                         |                |                 |            |             |                   |            
|CASH FLOWS FROM FINANCING ACTIVITIES:                                        |                                                                                                                          |                                                              |                                                     |                     |                   |                         |                |                 |            |             |                   |             |            |             |            |             
|                                                                             | Proceeds from long-term debt                                                                                             |                                                              |                                                     |                    |                   |                         |                | 900,000,000     |            |             |                   |            |            |             |            | 127,800,000  |            
|                                                                             | Repayments of long-term debt                                                                                             |                                                              |                                                     |                    |                   |                         |                | (864,294,281    | )          |             |                   | (30,019,975 | )          |             |            | (347,131,227 | )          
|                                                                             | Dividend to parent                                                                                                       |                                                              |                                                     |                    |                   |                         |                | (14,900,000     | )          |             |                   |            |            |             |            |             |            
|                                                                             | Deferred financing costs                                                                                                 |                                                              |                                                     | (99,876             | )                 |                         |                | (18,830,624     | )          |             |                   |            |            |             |            | (1,817,007   | )          
|                                                                             | Maturities of restricted investments                                                                                     |                                                              |                                                     |                    |                   |                         |                | 83,600          |            |             |                   | 33,250,000  |            |             |            | 66,500,000   |            
|                                                                             |                                                                                                                          |                                                              |                                                     |                     |                   |                         |                |                 |            |             |                   |            
|                                                                             |                                                                                                                          |                                                              | Net cash (used in) provided by financing activities |                     |                   | (99,876                 | )              |                 |            | 2,058,695   |                   |             |            | 3,230,025   |            |              |             | (154,648,234 | )
|                                                                             |                                                                                                                          |                                                              |                                                     |                     |                   |                         |                |                 |            |             |                   |            
|NET INCREASE IN CASH AND CASH EQUIVALENTS                                    |                                                                                                                          |                                                              | 13,983,712                                          |                     |                   |                         | 27,505,267     |                 |            |             | 19,953,574        |             |            |             | 9,903,399  |             
|CASH AND CASH EQUIVALENTS, beginning of period                               |                                                                                                                          |                                                              | 27,505,267                                          |                     |                   |                         |               |                 |            |             | 15,865,547        |             |            |             | 5,962,148  |             
|                                                                             |                                                                                                                          |                                                              |                                                     |                     |                   |                         |                |                 |            |             |                   |            
|CASH AND CASH EQUIVALENTS, end of period                                     |                                                                                                                          | $                                                            | 41,488,979                                          |                     |                   | $                       | 27,505,267     |                 |            | $           | 35,819,121        |             |            | $           | 15,865,547 |             
|                                                                             |                                                                                                                          |                                                              |                                                     |                     |                   |                         |                |                 |            |             |                   |            
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                           |                                                                                                                          |                                                              |                                                     |                     |                   |                         |                |                 |            |             |                   |             |            |             |            |             
|Cash paid for                                                               |                                                                                                                          |                                                              |                                                     |                     |                   |                         |                |                 |            |             |                   |             |            |             |            |             
|                                                                             | Interest                                                                                                                 |                                                              | $                                                   | 89,969,500          |                   |                         | $              | 7,460,123       |            |             | $                 | 58,981,927  |            |             | $          | 153,476,700  |            
|                                                                             | Income taxes                                                                                                             |                                                              | $                                                   | 216,746             |                   |                         | $              | 142,991         |            |             | $                 | 689,581     |            |             | $          | 3,572,175    |            
|SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING
    ACTIVITIES: |                                                                                                                          |                                                              |                                                     |                     |                   |                         |                |                 |            |             |                   |             |            |             |            |             
|                                                                             | Transfer of assets from affiliates                                                                                       |                                                              | $                                                   | 12,140              |                   |                         | $              |                |            |             | $                 | 227,453     |            |             | $          |             |            



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AMERICAN CELLULAR CORPORATION AND SUBSIDIARIES


(AND THE PREDECESSOR COMPANY)





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




1. ORGANIZATION:






Capital Resources and Growth






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AMERICAN CELLULAR CORPORATION AND SUBSIDIARIES


(AND THE PREDECESSOR COMPANY)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


2. SIGNIFICANT ACCOUNTING POLICIES:


Principles of Consolidation




Business Segment




Cash and Cash Equivalents




Restricted Cash and Investments




Allowance for Doubtful Accounts




Inventory




Property, Plant and Equipment




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AMERICAN CELLULAR CORPORATION AND SUBSIDIARIES


(AND THE PREDECESSOR COMPANY)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)




|                                  |                                    |        |      |                  |      |   |                  |         |  |   |         |         | 
|--------------------------------- | ---------------------------------- | ------ | ---- | ---------------- | ---- | - | ---------------- | ------- |  | - | ------- | ------- | 
|                                  |                                    | Useful |      |                  |      |   |                 
|                                  |                                    | Life   |      |                  | 2004 |   |                  | 2003    | 
|                                  |                                    |        |      |                  |      |   |                  |         | 
|                                  |                                    |        |      | ($ in thousands) |      |   | ($ in thousands) |        
|Wireless systems and equipment    |                                    |        | 3-10 |                  |      | $ | 246,138          |         |  | $ | 194,932 |        
|Buildings and improvements        |                                    |        | 5-40 |                  |      |   | 13,244           |         |  |   | 12,001  |        
|Vehicles and other work equipment |                                    |        | 3-10 |                  |      |   | 180              |         |  |   | 144     |        
|Furniture and office equipment    |                                    |        | 5-10 |                  |      |   | 6,443            |         |  |   | 5,977   |        
|Plant under construction          |                                    |        |      |                  |      |   | 997              |         |  |   | 13,849  |        
|Land                              |                                    |        |      |                  |      |   | 1,046            |         |  |   | 1,046   |        
|                                  |                                    |        |      |                  |      |   |                  |         | 
|                                  | Property, plant and equipment      |        |      |                  |      |   |                  | 268,048 |  |   |         | 227,949 | 
|Accumulated depreciation          |                                    |        |      |                  |      |   | (90,906          | )       |  |   | (22,749 | )      
|                                  |                                    |        |      |                  |      |   |                  |         | 
|                                  | Property, plant and equipment, net |        |      |                  |      |   | $                | 177,142 |  |   | $       | 205,200 | 
|                                  |                                    |        |      |                  |      |   |                  |         | 

Impairment of Long-Lived Assets








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AMERICAN CELLULAR CORPORATION AND SUBSIDIARIES


(AND THE PREDECESSOR COMPANY)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)




Wireless License Acquisition Costs




Goodwill




Deferred Financing Costs




Customer List




Derivative Instruments and Hedging Activities




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AMERICAN CELLULAR CORPORATION AND SUBSIDIARIES


(AND THE PREDECESSOR COMPANY)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)






Revenue Recognition




Advertising Costs




Income Taxes




Disposal of Long-Lived Assets




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AMERICAN CELLULAR CORPORATION AND SUBSIDIARIES


(AND THE PREDECESSOR COMPANY)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Use of Estimates




Significant Concentrations




Recently Issued Accounting Pronouncements








3. DISCONTINUED OPERATIONS:




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AMERICAN CELLULAR CORPORATION AND SUBSIDIARIES


(AND THE PREDECESSOR COMPANY)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)






|                                  |  |                         |        |  
|--------------------------------- |  | ----------------------- | ------ | -
|                                  |  | The Predecessor Company |       
|                                  |  |                         |       
|                                  |  | Year Ended              |       
|                                  |  | December 31, 2002       |       
|                                  |  |                         |       
|                                  |  | ($ in thousands)        |       
|Operating revenue                 |  | $                       | 2,319  |  
|Loss before income taxes          |  |                         | (1,090 | )
|Income tax benefit                |  |                         | 436    |  
|Loss from discontinued operations |  |                         | (654   | )





4. LONG-TERM DEBT:




|                               |                      |                  |         |         |      |   |         |         | 
|------------------------------ | -------------------- | ---------------- | ------- | ------- | ---- | - | ------- | ------- | 
|                               |                      | December 31,     |        
|                               |                      |                  |        
|                               |                      | 2004             |         |         | 2003 |  
|                               |                      |                  |         |         |      |  
|                               |                      | ($ in thousands) |        
|9.5% senior subordinated notes |                      | $                | 13,774  |         |      | $ | 12,851  |        
|10.0% senior notes             |                      |                  | 900,000 |         |      |   | 900,000 |        
|                               |                      |                  |         |         |      |  
|                               | Total debt           |                  |         | 913,774 |      |   |         | 912,851 | 
|Less-current maturities        |                      |                  |        |         |      |   |        |        
|                               |                      |                  |         |         |      |  
|                               | Total long-term debt |                  | $       | 913,774 |      |   | $       | 912,851 | 
|                               |                      |                  |         |         |      |  

The Companys Senior Notes




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AMERICAN CELLULAR CORPORATION AND SUBSIDIARIES


(AND THE PREDECESSOR COMPANY)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)








| |   |                                                                                         
| | - | ----------------------------------------------------------------------------------------
| |  | 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;                                                
|
| |  | enter into sale and leaseback transactions; and                                         
|
| |  | merge or consolidate with or transfer substantial assets to
    another entity.         

Minimum Future Payments




Debt of and from Predecessor Company








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AMERICAN CELLULAR CORPORATION AND SUBSIDIARIES


(AND THE PREDECESSOR COMPANY)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


5. GOODWILL IMPAIRMENT:








6. ACQUISITION BY DOBSON COMMUNICATIONS:




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AMERICAN CELLULAR CORPORATION AND SUBSIDIARIES


(AND THE PREDECESSOR COMPANY)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)




|                                                                 |                                                                                 |                                               |   |       |         | 
|---------------------------------------------------------------- | ------------------------------------------------------------------------------- | --------------------------------------------- | - | ----- | ------- | 
|                                                                 |                                                                                 | ($ in millions, except share price)           |  
|                                                                 |                                                                                 |                                               |  
|Calculation and allocation of purchase price:                    |                                                                                 |                                               |   |      
|                                                                 | Share of Dobson Communications common stock issued                              |                                               |   | 44.2  |        
|                                                                 | Market price of Dobson Communications common stock                              |                                               | $ | 6.84  |        
|                                                                 |                                                                                 |                                               |  
|                                                                 | Fair value of common stock issued                                               |                                               | $ | 302.0 |        
|                                                                 | Plus fair value of Dobson Communications convertible preferred
    stock issued |                                               |   | 122.5 |        
|                                                                 | Plus cash paid to the Companys noteholders                                     |                                               |   | 50.0  |        
|                                                                 |                                                                                 |                                               |  
|                                                                 |                                                                                 | Total purchase price                          |   |       | 474.5   | 
|Plus fair value of liabilities assumed by Dobson Communications: |                                                                                 |                                               |   |      
|                                                                 | Current liabilities                                                             |                                               |   | 73.7  |        
|                                                                 | Long-term debt                                                                  |                                               |   | 912.6 |        
|                                                                 | Other non-current liabilities                                                   |                                               |   | 1.8   |        
|                                                                 | Deferred income taxes                                                           |                                               |   | 169.4 |        
|                                                                 |                                                                                 |                                               |  
|                                                                 |                                                                                 | Total purchase price plus liabilities assumed |   | $     | 1,632.0 | 
|                                                                 |                                                                                 |                                               |  
|Plus fair value of assets acquired by Dobson:                    |                                                                                 |                                               |   |      
|                                                                 | Current assets                                                                  |                                               |   | 104.8 |        
|                                                                 | Property, plant and equipment                                                   |                                               |   | 186.5 |        
|                                                                 | Wireless licenses                                                               |                                               |   | 669.2 |        
|                                                                 | Customer lists                                                                  |                                               |   | 80.0  |        
|                                                                 | Deferred financing costs                                                        |                                               |   | 18.8  |        
|                                                                 | Other non-current assets                                                        |                                               |   | 0.6   |        
|                                                                 | Goodwill (none deductible for income taxes)                                     |                                               |   | 572.1 |        
|                                                                 |                                                                                 |                                               |  
|                                                                 |                                                                                 | Total fair value of assets acquired           |   | $     | 1,632.0 | 
|                                                                 |                                                                                 |                                               |  





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AMERICAN CELLULAR CORPORATION AND SUBSIDIARIES


(AND THE PREDECESSOR COMPANY)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)








7. LEASES, COMMITMENTS AND CONTINGENCIES:


Leases




|                    |  |                  |        | 
|------------------- |  | ---------------- | ------ | 
|                    |  | ($ in thousands) |       
|                    |  |                  |       
|2005                |  | $                | 16,702 | 
|2006                |  |                  | 14,288 | 
|2007                |  |                  | 11,111 | 
|2008                |  |                  | 8,389  | 
|2009                |  |                  | 6,291  | 
|2010 and thereafter |  |                  | 8,325  | 



Commitments




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AMERICAN CELLULAR CORPORATION AND SUBSIDIARIES


(AND THE PREDECESSOR COMPANY)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Contingencies




8. REDEEMABLE PREFERRED STOCK:




9. STOCKHOLDERS EQUITY:




10. EMPLOYEE BENEFIT PLANS:




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AMERICAN CELLULAR CORPORATION AND SUBSIDIARIES


(AND THE PREDECESSOR COMPANY)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


11. TAXES:




|                                              |                                    |                   |        |                 |                   |                         |                 |                 |  |   |                   |        |   |   |        |        | 
|--------------------------------------------- | ---------------------------------- | ----------------- | ------ | --------------- | ----------------- | ----------------------- | --------------- | --------------- |  | - | ----------------- | ------ | - | - | ------ | ------ | 
|                                              |                                    |                   |        |                 |                   | The Predecessor Company |                
|                                              |                                    |                   |        |                 |                   |                         |                
|                                              |                                    |                   |        | For the period  |                   |                         | For the period  |                 |  |  
|                                              |                                    |                   |        | from formation  |                   |                         | from            |                 |  |  
|                                              |                                    |                   |        | (June 23, 2003) |                   |                         | January 1, 2003 |                 |  |  
|                                              |                                    | Year Ended        |        |                 | through           |                         |                 | through         |  |   | Year Ended        |       
|                                              |                                    | December 31, 2004 |        |                 | December 31, 2003 |                         |                 | August 18, 2003 |  |   | December 31, 2002 |       
|                                              |                                    |                   |        |                 |                   |                         |                 |                 |  |   |                   |       
|                                              |                                    | ($ in thousands)  |       
|Federal income taxes  deferred               |                                    | $                 | 10,555 |                 |                   | $                       | 2,385           |                 |  | $ | (1,667            | )      |   | $ | 12,226 |       
|State income taxes
    (current and deferred) |                                    |                   | 1,050  |                 |                   |                         | 280             |                 |  |   | (294              | )      |   |   | 2,157  |       
|                                              |                                    |                   |        |                 |                   |                         |                 |                 |  |   |                   |       
|                                              | Total income tax benefit (expense) |                   | $      | 11,605          |                   |                         | $               | 2,665           |  |   | $                 | (1,961 | ) |   | $      | 14,383 | 
|                                              |                                    |                   |        |                 |                   |                         |                 |                 |  |   |                   |       



|                                                          |  |                   |        |                 |                   |                         |                 |                 |  |   |                   |   |  |   |          |  
|--------------------------------------------------------- |  | ----------------- | ------ | --------------- | ----------------- | ----------------------- | --------------- | --------------- |  | - | ----------------- | - |  | - | -------- | -
|                                                          |  |                   |        |                 |                   | The Predecessor Company |                
|                                                          |  |                   |        | For the period  |                   |                         |                 |                
|                                                          |  |                   |        | from formation  |                   |                         | For the period  |                 |  |  
|                                                          |  |                   |        | (June 23, 2003) |                   |                         | from January 1, |                 |  |  
|                                                          |  | Year Ended        |        |                 | through           |                         |                 | 2003 through    |  |   | Year Ended        |  
|                                                          |  | December 31, 2004 |        |                 | December 31, 2003 |                         |                 | August 18, 2003 |  |   | December 31, 2002 |  
|                                                          |  |                   |        |                 |                   |                         |                 |                 |  |   |                   |  
|                                                          |  | ($ in thousands)  |       
|Income taxes at statutory rate                            |  | $                 | 13,057 |                 |                   | $                       | 2,385           |                 |  | $ | (1,461            | ) |  | $ | 281,506  |  
|State income taxes, net of Federal income tax effect      |  |                   | 878    |                 |                   |                         | 280             |                 |  |   | (258              | ) |  |   | 49,677   |  
|Goodwill amortization, for which no benefit is recognized |  |                   |       |                 |                   |                         |                |                 |  |   |                  |   |  |   | (316,737 | )
|Valuation allowance                                       |  |                   | (3,868 | )               |                   |                         |                |                 |  |   |                  |   |  |   |         |  
|Other, net                                                |  |                   | 1,538  |                 |                   |                         |                |                 |  |   | (242              | ) |  |   | (63      | )
|                                                          |  |                   |        |                 |                   |                         |                 |                 |  |   |                   |  
|Total income tax benefit (expense)                        |  | $                 | 11,605 |                 |                   | $                       | 2,665           |                 |  | $ | (1,961            | ) |  | $ | 14,383   |  
|                                                          |  |                   |        |                 |                   |                         |                 |                 |  |   |                   |  

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AMERICAN CELLULAR CORPORATION AND SUBSIDIARIES


(AND THE PREDECESSOR COMPANY)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)




|                                  |                                            |                                              |                                         |          |                   |          |   |          |          |          |  
|--------------------------------- | ------------------------------------------ | -------------------------------------------- | --------------------------------------- | -------- | ----------------- | -------- | - | -------- | -------- | -------- | -
|                                  |                                            | December 31, 2004                            |                                         |          | December 31, 2003 |         
|                                  |                                            |                                              |                                         |          |                   |         
|                                  |                                            | ($ in thousands)                             |                                        
|Current deferred income taxes:    |                                            |                                              |                                         |          |                   |          |   |         
|                                  | Allowance for doubtful accounts receivable |                                              | $                                       | 359      |                   |          | $ | 651      |         
|                                  | Accrued liabilities                        |                                              |                                         | 3,848    |                   |          |   | 5,057    |         
|                                  |                                            |                                              |                                         |          |                   |         
|                                  |                                            | Net current deferred income tax asset        |                                         |          | 4,207             |          |   |          | 5,708    |         
|                                  |                                            |                                              |                                         |          |                   |         
|Noncurrent deferred income taxes: |                                            |                                              |                                         |          |                   |          |   |         
|                                  | Fixed assets                               |                                              |                                         | (36,118  | )                 |          |   | (31,056  | )       
|                                  | Intangible assets                          |                                              |                                         | (217,158 | )                 |          |   | (204,438 | )       
|                                  | Tax credits and carryforwards              |                                              |                                         | 96,912   |                   |          |   | 66,332   |         
|                                  | Valuation allowance                        |                                              |                                         | (3,868   | )                 |          |   |         |         
|                                  |                                            |                                              |                                         |          |                   |         
|                                  |                                            | Net noncurrent deferred income tax liability |                                         |          | (160,232          | )        |   |          | (169,162 | )       
|                                  |                                            |                                              |                                         |          |                   |         
|                                  |                                            |                                              | Total net deferred income tax liability |          | $                 | (156,025 | ) |          | $        | (163,454 | )
|                                  |                                            |                                              |                                         |          |                   |         





12. RELATED PARTY TRANSACTIONS:






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AMERICAN CELLULAR CORPORATION AND SUBSIDIARIES


(AND THE PREDECESSOR COMPANY)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)






13. FAIR VALUE OF FINANCIAL INSTRUMENTS:






|                                |  |          |         |                  |            |   |          |        |  |   |            |  |  |   |         | 
|------------------------------- |  | -------- | ------- | ---------------- | ---------- | - | -------- | ------ |  | - | ---------- |  |  | - | ------- | 
|                                |  | 2004     |         |                  | 2003       |  
|                                |  |          |         |                  |            |  
|                                |  | Carrying |         |                  |            |   | Carrying |        |  |  
|                                |  | Amount   |         |                  | Fair Value |   |          | Amount |  |   | Fair Value | 
|                                |  |          |         |                  |            |   |          |        |  |   |            | 
|                                |  |          |         | ($ in thousands) |            |   |         
|Restricted cash and investments |  | $        |        |                  |            | $ |         |        |  | $ | 4,165      |  |  | $ | 4,165   | 
|9.5% ACC senior notes           |  |          | 13,774  |                  |            |   | 11,880   |        |  |   | 12,851     |  |  |   | 13,044  | 
|10.0% ACC senior notes          |  |          | 900,000 |                  |            |   | 776,250  |        |  |   | 900,000    |  |  |   | 999,000 | 

14. SUBSEQUENT EVENT:




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|        |                                                                                         
|------- | ----------------------------------------------------------------------------------------
|Item 9. | Changes in and Disagreements with Accountants on Accounting
    and Financial Disclosure








|         |                        
|-------- | -----------------------
|Item 9A. | Controls and Procedures








|         |                  
|-------- | -----------------
|Item 9B. | Other Information



56



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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 Ended       |    
|                   |               | December 31,     |    
|                   |               |                  |    
|                   |               | 2004             |     |     | 2003 |  
|                   |               |                  |     |     |      |  
|                   |               | ($ in thousands) |    
|Audit fees         |               | $                | 374 |     |      | $ | 284 |    
|Audit-related fees |               |                  |    |     |      |   |    |    
|Tax fees           |               |                  |    |     |      |   |    |    
|All other fees     |               |                  |    |     |      |   |    |    
|                   |               |                  |     |     |      |  
|                   | Total fees(a) |                  | $   | 374 |      |   | $   | 284 | 
|                   |               |                  |     |     |      |  






|    |                                                                                 
|--- | --------------------------------------------------------------------------------
|(a) | All fees have been approved by the audit committee of Dobson
    Communications.









| |                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. Bookkeeping or other services related to the accounting
    records or financial statements of Dobson Communications and its
    subsidiaries, including us;
|
| | 2. Financial information systems design and implementation;                                                                                                    
|
| | 3. Appraisal or valuation services, fairness opinions, or
    contribution-in-kind reports;                                                                    

57



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##### Table of Contents





| |                                                                                                        
| | -------------------------------------------------------------------------------------------------------
| | 4. Actuarial services;                                                                                 
|
| | 5. Internal audit outsourcing services;                                                                
|
| | 6. Management functions or human resources;                                                            
|
| | 7. Broker or dealer, investment advisor, or investment
    banking services;                           
|
| | 8. Legal services and expert services unrelated to the
    audit; and                                  
|
| | 9. Any other service that the audit committee of Dobson
    Communications determines is impermissible.

58



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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)







| |                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Consolidated statements of operations for the year ended
    December 31, 2004, from formation (June 23, 2003)
    through December 31, 2003, and for the predecessor periods
    from January 1, 2003 through August 18, 2003 and for
    the year ended December 31, 2002.                        
| | Consolidated statements of stockholders equity
    (deficit) for the year ended December 31, 2004, from
    formation (June 23, 2003) through December 31, 2003,
    and for the predecessor periods from January 1, 2003
    through August 18, 2003 and for the year ended
    December 31, 2002.
| | Consolidated statements of cash flows for the year ended
    December 31, 2004, from formation (June 23, 2003)
    through December 31, 2003, and for the predecessor periods
    from January 1, 2003 through August 18, 2003 and for
    the year ended December 31, 2002.                        





59



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##### Table of Contents





|        |       |    |             |                                                                                                                                                                                                                           |           |  |             | 
|------- | ----- | -- | ----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------- |  | ----------- | 
|Exhibit |       |    |             |                                                                                                                                                                                                                           | Method of | 
|Numbers |       |    | Description |                                                                                                                                                                                                                           | Filing    | 
|        |       |    |             |                                                                                                                                                                                                                           |           | 
|        | 3.1   |    |             | 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   |    |             | ByLaws 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* |    |             | 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]   | 
|        | 10.2* |    |             | Purchase and License Agreement between Nortel Networks, Inc. and
    Dobson Communications Corporation dated November 16, 2001                                                                                            |           |  | (3)[10.6]   | 
|        | 10.2. | 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] | 
|        | 10.2. | 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] | 
|        | 10.3* |    |             | 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]  | 
|        | 10.4* |    |             | Master Services Agreement between American Cellular Corporation
    and Convergys Information Management Group Inc. dated
    December 1, 2002                                                                            |           |  | (5)[10.14]  | 
|        | 10.5* |    |             | Roaming Agreement for GSM/ GPRS from AT&T Wireless Services,
    Inc. and American Cellular Corporation dated July 11, 2003                                                                                               |           |  | (6)[10.15]  | 
|        | 10.6* |    |             | GSM/ GPRS/ EDGE Operating Agreement between AT&T Wireless
    Services, Inc. and American Cellular Corporation dated
    July 11, 2003                                                                                    |           |  | (6)[10.16]  | 
|        | 10.7* |    |             | 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]  | 
|        | 10.8  |    |             | Agreement and Plan of Merger by and between ACC Escrow Corp. and
    American Cellular Corporation dated August 8, 2003                                                                                                   |           |  | (7)[10.17]  | 
|        | 10.9  |    |             | Management Agreement dated August 19, 2003 by and between
    Dobson Cellular Systems, Inc. and American Cellular Corporation                                                                                             |           |  | (7)[10.18]  | 
|        | 10.10 |    |             | Tax Allocation Agreement dated August 19, 2003 by and
    between Dobson Communications Corporation and American Cellular
    Corporation                                                                                 |           |  | (7)[10.19]  | 
|        | 10.11 |    |             | 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]  | 
|        | 31.1  |    |             | Rule 13a-14(a) Certification by our Chairman and Chief
    Executive Officer                                                                                                                                              |           |  | (9)         | 
|        | 31.2  |    |             | Rule 13a-14(a) Certification by our Chief Financial
    Officer                                                                                                                                                           |           |  | (9)         | 

60



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|        |      |  |             |                                                                             |           |  |     | 
|------- | ---- |  | ----------- | --------------------------------------------------------------------------- | --------- |  | --- | 
|Exhibit |      |  |             |                                                                             | Method of | 
|Numbers |      |  | Description |                                                                             | Filing    | 
|        |      |  |             |                                                                             |           | 
|        | 32.1 |  |             | Section 1350 Certification by our Chairman and Chief
    Executive Officer. |           |  | (9) | 
|        | 32.2 |  |             | Section 1350 Certification by our Chief Financial Officer.                  |           |  | (9) | 






|    |                                                                                                                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*   | 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 herewith.                                                                                                                                                                                              

61



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##### Table of Contents






SIGNATURES






| |                                  
| | ---------------------------------
| | American Cellular
    Corporation



| |    |                      
| | -- | ---------------------
| | By | /s/ Everett R. Dobson

| |                                                                                               
| | ----------------------------------------------------------------------------------------------
| |                                                                                               
| | Everett R. Dobson                                                                             
| | Chairman of the Board, President and Chief Executive
    Officer (Principal Executive Officer)



|                                                       |  |                                                                                                    |  | 
|------------------------------------------------------ |  | -------------------------------------------------------------------------------------------------- |  | 
|Signatures                                             |  | Title                                                                                             
|                                                       |  |                                                                                                   
|                                                      
|/s/ Everett R. DobsonEverett
    R. Dobson             |  | Chairman of the Board, President
    and Chief Executive Officer
    (Principal Executive Officer)
|                                                      
|/s/ Bruce R.
    KnooihuizenBruce
    R. Knooihuizen   |  | Executive Vice President and Chief Financial Officer (Principal
    Financial Officer)            
|                                                      
|/s/ Trent LeForceTrent
    LeForce                     |  | Controller and Assistant Secretary
    (Principal Accounting Officer)                             
|                                                      
|Stephen
    T. Dobson                                  |  | Secretary and Director                                                                            
|                                                      
|/s/ Mark S. FeighnerMark
    S. Feighner               |  | Director                                                                                          
|                                                      
|Fred
    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                                                                                          





62



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##### Table of Contents






INDEX TO EXHIBITS


|        |       |    |             |                                                                                                                                                                                                                           |           |  |             | 
|------- | ----- | -- | ----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------- |  | ----------- | 
|Exhibit |       |    |             |                                                                                                                                                                                                                           | Method of | 
|Numbers |       |    | Description |                                                                                                                                                                                                                           | Filing    | 
|        |       |    |             |                                                                                                                                                                                                                           |           | 
|        | 3.1   |    |             | 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   |    |             | ByLaws 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* |    |             | 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]   | 
|        | 10.2* |    |             | Purchase and License Agreement between Nortel Networks, Inc. and
    Dobson Communications Corporation dated November 16, 2001                                                                                            |           |  | (3)[10.6]   | 
|        | 10.2. | 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] | 
|        | 10.2. | 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] | 
|        | 10.3* |    |             | 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]  | 
|        | 10.4* |    |             | Master Services Agreement between American Cellular Corporation
    and Convergys Information Management Group Inc. dated
    December 1, 2002                                                                            |           |  | (5)[10.14]  | 
|        | 10.5* |    |             | Roaming Agreement for GSM/ GPRS from AT&T Wireless Services,
    Inc. and American Cellular Corporation dated July 11, 2003                                                                                               |           |  | (6)[10.15]  | 
|        | 10.6* |    |             | GSM/ GPRS/ EDGE Operating Agreement between AT&T Wireless
    Services, Inc. and American Cellular Corporation dated
    July 11, 2003                                                                                    |           |  | (6)[10.16]  | 
|        | 10.7* |    |             | 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]  | 
|        | 10.8  |    |             | Agreement and Plan of Merger by and between ACC Escrow Corp. and
    American Cellular Corporation dated August 8, 2003                                                                                                   |           |  | (7)[10.17]  | 
|        | 10.9  |    |             | Management Agreement dated August 19, 2003 by and between
    Dobson Cellular Systems, Inc. and American Cellular Corporation                                                                                             |           |  | (7)[10.18]  | 
|        | 10.10 |    |             | Tax Allocation Agreement dated August 19, 2003 by and
    between Dobson Communications Corporation and American Cellular
    Corporation                                                                                 |           |  | (7)[10.19]  | 
|        | 10.11 |    |             | 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]  | 
|        | 31.1  |    |             | Rule 13a-14(a) Certification by our Chairman and Chief
    Executive Officer                                                                                                                                              |           |  | (9)         | 
|        | 31.2  |    |             | Rule 13a-14(a) Certification by our Chief Financial
    Officer                                                                                                                                                           |           |  | (9)         | 
|        | 32.1  |    |             | Section 1350 Certification by our Chairman and Chief
    Executive Officer.                                                                                                                                               |           |  | (9)         | 
|        | 32.2  |    |             | Section 1350 Certification by our Chief Financial Officer.                                                                                                                                                                |           |  | (9)         | 



---



##### Table of Contents








|    |                                                                                                                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*   | 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 herewith.