UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the quarterly period ended September 30, 2005
		For the quarterly period ended March 31, 2007
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~~File No. 333-~~110082~~60639

~~American~~ AMERICAN ~~Cellular Corporation~~CELLULAR CORPORATION

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		22-3043811 (I.R.S. Employer Identification No.)
Delaware		22-3043811
14201 Wireless Way Oklahoma City, Oklahoma (Address of principal executive offices)		73134 (Zip Code)
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
14201 Wireless Way		73134
Oklahoma City, Oklahoma		(Zip Code)
(Address of principal executive offices)

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

Indicate by check mark whether the registrant (~~Registrant’s~~1) has ~~telephone~~filed all ~~number,~~reports ~~including~~required ~~area~~to ~~code~~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 þ No o

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 o No o

The registrant is not subject to filing requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, but files reports required by those sections pursuant to contractual obligations.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. ~~(as~~See ~~defined~~definition inof “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act). (Check one): ~~Yes o No þ~~

~~Indicate~~ Large ~~by check mark whether the~~ accelerated filer ~~is a shell company (as~~ o Accelerated ~~defined in Rule~~ filer ~~12b~~o Non-~~2 of the Exchange Act).~~accelerated ~~Yes o No~~ filer þ

As Indicate ofby ~~November 4,~~checkmark ~~2005,~~whether ~~there were 50 shares of~~ the registrant’s ~~$0.01 par~~is ~~value~~a ~~Class A~~shell ~~common stock~~company ~~outstanding,~~ (as ~~which~~defined ~~are owned of record by Dobson JV Company and~~in ~~300~~ Rule ~~shares~~ 12b-2 of the ~~registrant’s $0~~Exchange Act).01 Yes ~~par value Class~~o No ~~B common stock outstanding, which are owned of record~~þ ~~by Dobson Communications Corporation.~~

~~AMERICAN~~ As ~~CELLULAR~~of ~~CORPORATION~~May 1, 2007, there were 350 shares of the registrant’s $0.01 par value common stock outstanding, which are owned of record by ACC Holdings, LLC.

AMERICAN CELLULAR CORPORATION AND SUBSIDIARIES

INDEX TO FORM 10-Q

Item
Number			~~Page~~		Page
PART I. FINANCIAL INFORMATION
1	1	~~Condensed Consolidated Financial Statements (Unaudited):~~	Condensed Consolidated Financial Statements (Unaudited):
		Condensed Consolidated Balance Sheets as of September 30, 2005 and December 31, 2004		2
			Condensed Consolidated Balance Sheets as of March 31, 2007 and December 31, 2006			2
		Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2005 and 2004		3
			Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2007 and 2006			3
		Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2005 and 2004		4
			Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2007 and 2006			4
		~~Notes to Condensed Consolidated Financial Statements~~	Notes to Condensed Consolidated Financial Statements	5		5
2	2	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~	Management’s Discussion and Analysis of Financial Condition and Results of Operations	7		12
3	3	~~Quantitative and Qualitative Disclosures about Market Risk~~	Quantitative and Qualitative Disclosures about Market Risk	16		24
4	4	~~Controls and Procedures~~	Controls and Procedures	16		24
PART II. OTHER INFORMATION
1	1	~~Legal Proceedings~~	Legal Proceedings	17		25
2		Unregistered Sales of Equity Securities and Use of Proceeds		17
	1A		Risk Factors			25
3		Defaults Upon Senior Securities		17
	2		Unregistered Sales of Equity Securities and Use of Proceeds			25
4		Submission of Matters to a Vote of Security Holders		17
	3		Defaults Upon Senior Securities			25
5		Other Information		17
	4		Submission of Matters to a Vote of Security Holders			25
6		Exhibits		17
	5		Other Information			25
Rule 15d-14(a) Certification by our Principal Executive Officer
	6		Exhibits			26
Rule 15d-14(a) Certification by our Principal Financial Officer
Rule 13a-14(a) Certification by our Principal Executive Officer
Rule 13a-14(a) Certification by our Principal Financial Officer
Section 1350 Certification by our Principal Executive Officer
Section 1350 Certification by our Principal Financial Officer

PART I. FINANCIAL INFORMATION

FINANCIAL INFORMATION


Item 1.	*Financial Statements*

AMERICAN CELLULAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

					September 30, 2005				December 31, 2004
		March 31,				December 31,
					(Unaudited)
		2007				2006
ASSETS
		(Unaudited)
CURRENT ASSETS:
ASSETS
	Cash and cash equivalents				$	55,683,580			$	41,488,979
CURRENT ASSETS:
	Accounts receivable					53,045,616				40,412,508
Cash and cash equivalents		$	18,989,726			$	36,453,213
	Inventory					4,455,127				5,153,250
Accounts receivable, net			42,723,564				47,102,552
	Deferred tax assets					5,184,000				4,207,000
Inventory			5,369,035				5,162,101
	Prepaid expenses					3,753,722				2,858,438
Deferred tax assets (Note 6)			4,886,000				4,886,000
		Total current assets				122,122,045				94,120,175
Prepaid expenses and other			3,766,541				3,952,388
PROPERTY, PLANT AND EQUIPMENT, net (Note 3)						163,544,572				177,141,717
Total current assets			75,734,866				97,556,254
OTHER ASSETS:
PROPERTY, PLANT AND EQUIPMENT, net (Note 4)			190,711,624				190,690,780
	Restricted assets					22,219				—
OTHER ASSETS:
Wireless license acquisition costs	~~Wireless license acquisition costs~~		799,839,191			~~679,434,666~~	799,835,469			~~669,168,756~~
Goodwill	~~Goodwill~~		622,432,024			~~574,813,057~~	622,100,636			~~572,113,347~~
	Deferred financing costs, net					14,018,071				15,784,770
Deferred financing costs, net of accumulated amortization of $1,834,899 in 2007 and $7,964,601 in 2006			7,134,926				13,220,829
	Customer list, net					47,454,333				59,253,333
Customer list, net of accumulated amortization of $71,683,830 in 2007 and $64,567,330 in 2006			23,564,520				30,681,020
	Assets held for sale					97,158				—
Other non-current assets			618,663				618,611
	Other non-current assets					649,414				696,846
Total other assets			1,453,589,324				1,466,456,565
		Total other assets				1,316,488,918				1,317,017,052
Total assets		$	1,720,035,814			$	1,754,703,599
			Total assets		$	1,602,155,535			$	1,588,278,944
LIABILITIES AND STOCKHOLDER’S EQUITY
LIABILITIES AND STOCKHOLDER’S EQUITY
CURRENT LIABILITIES:
CURRENT LIABILITIES:
Accounts payable		$	24,654,647			$	30,135,219
	Accounts payable				$	14,805,726			$	10,297,625
Accounts payable — affiliates			4,678,818				12,135,227
	Accounts payable — affiliates					9,198,489				6,182,755
Accrued expenses			19,170,769				11,727,613
	Accrued expenses					12,980,989				13,140,622
Accrued interest payable			7,039,025				39,783,977
	Accrued interest payable					15,792,882				37,867,260
Deferred revenue and customer deposits			18,065,562				16,195,347
	Deferred revenue and customer deposits					12,930,029				13,026,284
Current portion of credit facility and debt securities (Note 5)			9,000,000				1,250,000
Total current liabilities		~~Total current liabilities~~	82,608,821			~~65,708,115~~	111,227,383			~~80,514,546~~
OTHER LIABILITIES:
	Notes payable, net (Note 4)					914,538,462				913,773,624
Credit facility and debt securities, net of current portion (Note 5)			1,092,786,138				1,039,250,692
	Deferred tax liabilities					163,087,287				160,231,500
Deferred tax liabilities (Note 6)			133,547,989				155,958,421
	Deferred gain on disposition of operating assets and other non-current liabilities					29,455,678				4,161,627
Deferred gain on disposition of operating assets and other long-term liabilities			25,381,198				25,962,430
	Commitments (Note 5)
COMMITMENTS (Note 7)
STOCKHOLDER’S EQUITY:
	Class A common stock, $.01 par value, 50 shares authorized and issued					1				1
Class A common stock, $.01 par value, 350 shares authorized and issued			4				4
	Class B common stock, $.01 par value, 300 shares authorized and issued					3				3
Paid-in capital			474,547,248				474,547,248
	Paid-in capital					474,547,248				474,547,248
Accumulated deficit			(88,835,584	)			(52,242,579	)
	Accumulated deficit					(45,181,259	)			(44,949,605	)
Total stockholder’s equity			385,711,668				422,304,673
		Total stockholder’s equity				429,365,993				429,597,647
Total liabilities and stockholder’s equity		$	1,720,035,814			$	1,754,703,599
			Total liabilities and stockholder’s equity		$	1,602,155,535			$	1,588,278,944

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

AMERICAN CELLULAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

				For the Three Months Ended							For the Nine Months Ended
		For the Three Months
				September 30,							September 30,
		Ended March 31,
				2005				2004			2005			2004
		2007				2006
		(Unaudited)		~~(Unaudited)~~							~~(Unaudited)~~
OPERATING REVENUE:
Service revenue	~~Service revenue~~	$	103,468,732	$	~~92,712,559~~	$	87,472,952	$	~~84,008,184~~		$	~~270,120,374~~		$	~~241,208,869~~
Roaming revenue	~~Roaming revenue~~		28,563,867		~~34,658,745~~		22,982,871		~~26,525,298~~			~~83,341,930~~			~~66,039,064~~
Equipment and other revenue	~~Equipment and other revenue~~		6,541,063		~~4,794,133~~		5,848,518		~~3,973,009~~			~~15,740,661~~			~~14,061,874~~
Total operating revenue		~~Total operating revenue~~	138,573,662		~~132,165,437~~		116,304,341		~~114,506,491~~			~~369,202,965~~			~~321,309,807~~
OPERATING EXPENSES:
Cost of service (exclusive of depreciation and amortization shown separately below)	~~Cost of service (exclusive of depreciation and amortization shown separately below)~~		38,565,115		~~30,871,850~~		29,722,958		~~26,632,889~~			~~87,380,767~~			~~72,392,143~~
Cost of equipment	~~Cost of equipment~~		13,452,595		~~13,448,679~~		12,213,827		~~11,582,305~~			~~37,875,095~~			~~34,534,252~~
Marketing and selling	~~Marketing and selling~~		18,004,414		~~15,003,570~~		16,275,647		~~14,342,789~~			~~44,270,890~~			~~42,805,593~~
General and administrative	~~General and administrative~~		22,011,124		~~22,296,760~~		21,326,979		~~21,932,583~~			~~66,715,318~~			~~65,665,116~~
Depreciation and amortization	~~Depreciation and amortization~~		21,283,849		~~20,356,770~~		21,453,781		~~20,881,069~~			~~62,773,512~~			~~62,030,537~~
Gain on disposition of operating assets	~~Gain on disposition of operating assets~~		(716,232	)	~~(648,566~~	)	(748,547	)	—			~~(1,587,704~~	)		—
Total operating expenses		~~Total operating expenses~~	112,600,865		~~101,329,063~~		100,244,645		~~95,371,635~~			~~297,427,878~~			~~277,427,641~~
OPERATING INCOME			25,972,797		~~30,836,374~~		16,059,696		~~19,134,856~~			~~71,775,087~~			~~43,882,166~~
OTHER EXPENSE:
Interest expense	~~Interest expense~~		(25,942,507	)	~~(23,781,690~~	)	(23,785,118	)	~~(23,971,275~~	)		~~(71,343,502~~	)		~~(71,339,009~~	)
	Other expense, net				(399,924	)			(615,360	)		(1,498,253	)		(1,969,041	)
Loss from extinguishment of debt (Note 5)			(57,522,612	)			—
INCOME (LOSS) BEFORE INCOME TAXES					6,654,760				(5,451,779	)		(1,066,668	)		(29,425,884	)
Other expense, net			(1,505,090	)			(258,520	)
	Income tax (expense) benefit				(2,099,129	)			2,071,675			835,014			11,181,836
LOSS BEFORE INCOME TAXES			(58,997,412	)			(7,983,942	)
NET INCOME (LOSS)				$	4,555,631			$	(3,380,104	)	$	(231,654	)	$	(18,244,048	)
Income tax benefit			22,404,407				3,014,533
NET LOSS		$	(36,593,005	)		$	(4,969,409	)

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

AMERICAN CELLULAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

					For the Nine Months Ended
		For the Three Months
					September 30,
		Ended March 31,
					2005				2004
		2007				2006
		(Unaudited)			~~(Unaudited)~~
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(36,593,005	)	$	~~(231,654~~$	)(4,969,409	)	$	~~(18,244,048~~	)
Adjustments to reconcile net loss to net cash provided by operating activities, net of effects of acquisition —
Adjustments to reconcile net loss to net cash (used in) provided by operating activities, net of effects of acquisitions —
Depreciation and amortization	~~Depreciation and amortization~~		21,283,849			~~62,773,512~~	21,453,781			~~62,030,537~~
	Amortization of bond premium and deferred financing costs					2,536,824				2,454,611
Amortization of bond discount and deferred financing costs			830,308				845,718
Deferred income taxes	~~Deferred income taxes~~		(22,410,432	)		~~(820,923~~	)(3,123,915	)		~~(11,615,723~~	)
	Gain on disposition of operating assets					(1,587,704	)			—
Loss from extinguishment of debt			57,522,612				—
	Other operating activities					5,928				23,591
Gain on disposition of operating assets			(716,232	)			(713,194	)
Changes in current assets and liabilities —
Other operating activities			197,394				135,300
	Accounts receivable					(12,633,108	)			2,511,953
Changes in current assets and liabilities —
	Inventory					698,123				(1,525,118	)
Accounts receivable			4,378,988				9,926,978
	Prepaid expenses and other					(895,503	)			(1,266,015	)
Inventory			(206,934	)			(116,912	)
	Accounts payable					4,508,101				(6,205,569	)
Prepaid expenses and other			185,847				(329,924	)
	Accrued expenses					(22,234,011	)			(19,326,804	)
Accounts payable			(5,480,572	)			352,481
	Deferred revenue and customer deposits					(96,255	)			(27,257	)
Accrued expenses			(25,301,796	)			(23,760,659	)
			Net cash provided by operating activities			32,023,330				8,810,158
Deferred revenue and customer deposits			1,870,215				1,245,812
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash (used in) provided by operating activities			(4,439,758	)			946,057
	Capital expenditures					(36,266,014	)			(34,450,651	)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchase of wireless licenses and properties					(15,174,662	)			—
Capital expenditures			(14,253,649	)			(11,032,018	)
	Proceeds from sale of property, plant and equipment					30,948,317				28,051
Change in receivable/payable — affiliates			(7,453,348	)			(8,329,383	)
	Change in receivable/payable — affiliates					2,980,411				1,264,276
Other investing activities			(335,161	)			91,718
	Receipt of funds held in escrow for contingencies on sold assets					—				4,168,615
Net cash used in investing activities			(22,042,158	)			(19,269,683	)
	Other investing activities					(289,494	)			(78,200	)
CASH FLOWS FROM FINANCING ACTIVITIES:
			Net cash used in investing activities			(17,801,442	)			(29,067,909	)
Proceeds from credit facility and debt securities			900,000,000				—
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments and repurchases of credit facility and debt securities			(838,969,500	)			—
		Other financing activities				(27,287	)			(81,075	)
Debt financing costs			(5,061,187	)			(18,000	)
			Net cash used in financing activities			(27,287	)			(81,075	)
Debt securities tender premium			(46,729,868	)			—
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS						14,194,601				(20,338,826	)
Other financing activities			(221,016	)			—
CASH AND CASH EQUIVALENTS, beginning of period						41,488,979				27,505,267
Net cash provided by (used in) financing activities			9,018,429				(18,000	)
CASH AND CASH EQUIVALENTS, end of period					$	55,683,580			$	7,166,441
NET DECREASE IN CASH AND CASH EQUIVALENTS			(17,463,487	)			(18,341,626	)
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
CASH AND CASH EQUIVALENTS, beginning of period			36,453,213				76,610,593
Cash paid for —
CASH AND CASH EQUIVALENTS, end of period		$	18,989,726			$	58,268,967
	Interest				$	90,875,165			$	89,109,750
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
	Income taxes				$	62,050			$	278,960
Cash paid for —
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Interest		$	57,856,379			$	45,006,430
	Transfer of fixed assets from affiliates				$	35,323			$	12,140
Income taxes		$	104,472			$	119,854
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Transfer of fixed assets to (from) affiliates		$	3,061			$	(155,798	)

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

AMERICAN CELLULAR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The condensed consolidated balance sheet of American Cellular Corporation, or ACC, and subsidiaries, ~~(collectively~~referred ~~with~~to ~~ACC,~~collectively as the “Company”), as of ~~September~~March 3031, ~~2005~~2007, the ~~condensed~~ condensed consolidated statements of operations for the three ~~and~~ ~~nine~~ months ended ~~September~~ March 3031, ~~2005~~2007 and ~~2004~~2006 and the condensed consolidated statements of cash flows for the ~~nine~~ three months ended ~~September~~ March 3031, ~~2005~~2007 and ~~2004~~2006 are unaudited. In the opinion of management, such financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position, ~~results~~ results of operations and cash flows for the periods presented.

The condensed consolidated balance sheet at December 31, ~~2004~~ 2006 was derived from audited financial statements, but does not include all disclosures required by U.S. generally accepted accounting principles, or GAAP. The financial statements presented herein should be read in connection with the Company’s December 31, ~~2004~~2006 consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2004~~2006.

1. Organization:

The Company, through its predecessors, was organized in 1998 to acquire the operations of PriCellular and adopted its current organizational structure in 2003, when the Company became a wholly owned, indirect subsidiary of Dobson Communications Corporation, or DCC. The Company is a provider of rural and ~~suburban~~ suburban wireless ~~telephone~~voice and data services in portions of Illinois, Kansas, Kentucky, Michigan, Minnesota, New York, Ohio, Oklahoma, Pennsylvania, Texas, Virginia, West Virginia and Wisconsin.

~~The~~2. ~~Company operates in one business segment pursuant to Statement of Financial~~ Accounting ~~Standards (“SFAS”) No. 131, “Disclosures about Segments of an Enterprise and Related Information.”~~ Policies:

2. Business ~~Combinations~~ Segment

~~On September 13, 2005, the Company acquired the non-license wireless assets of Endless Mountains Wireless, LLC in Pennsylvania 4 Rural Service Area, or RSA.~~ The Company operates ~~Endless~~ ~~Mountains’~~in ~~licensed~~one ~~850 MHz~~business ~~spectrum~~segment ~~under~~pursuant ~~a spectrum manager lease. In March 2006, the Company will have the right~~ to ~~acquire Endless Mountains’ Pennsylvania 4 RSA~~ ~~850 MHz~~ Statement ~~license,~~of ~~subject~~Financial toAccounting ~~Federal Communications Commission~~Standards, or ~~FCC~~SFAS, ~~approval at the time of acquisition. If~~ ~~exercised~~ No. 131, ~~the~~“Disclosures ~~Company’s~~about ~~acquisition~~Segments of ~~the~~an ~~license~~Enterprise ~~covering~~ and ~~the~~Related ~~leased spectrum is expected to close in mid-to-late 2006~~Information. ~~The total purchase price for all acquired assets,~~” ~~including the FCC license, is approximately $12.2 million.~~

~~The above business combination is accounted for as a purchase.~~ ~~Accordingly, the related statements of financial position and~~ Revenue ~~results~~ and ofExpense ~~operations have been included in the accompanying~~Recognition condensed consolidated statements of operations from the date of acquisition. The unaudited pro forma financial information related to the Company’s 2005 acquisition has not been presented because this acquisition was not significant to the Company’s consolidated results of operations.

3 The Company recognizes service revenue over the period it is earned. ~~Property~~The cost of providing service is recognized as incurred. Airtime and toll revenue are billed in arrears and are included in accounts receivable on the accompanying condensed consolidated balance sheets, ~~Plant~~while monthly access charges are billed in advance and are reflected as deferred revenue on the accompanying condensed consolidated balance sheets. Service revenue includes revenue received from the Universal Service Fund, or USF, reflecting the Company’s Eligible Telecommunications Carriers, or ETC, status in certain states. Equipment revenue is recognized when the equipment is delivered to the customer. State gross receipt taxes and federal and state USF fees collected from customers and remitted to the appropriate governmental agency are reported on a net basis and excluded from revenues and sales. Customer acquisition costs, such as sales force compensation and equipment costs, are expensed as incurred and are included in marketing and selling costs and cost of equipment. Advertising costs are expensed as incurred and are included as marketing and selling expenses in the accompanying condensed consolidated statements of operations.

~~Property, plant and equipment are recorded at cost. Newly~~ ~~constructed wireless systems are added to property, plant and~~ Recently ~~equipment~~ Adopted atAccounting ~~cost, which includes contracted services, direct~~Pronouncements labor, materials and overhead. Existing property, plant and equipment purchased through acquisitions is recorded at its fair value at the date of the purchase. Repairs, minor replacements and maintenance are charged to operations as incurred. The provisions for depreciation are provided using the straight-line method based on the estimated useful lives of the various classes of depreciable property. Depreciation expense for the nine months ended September 30,

AMERICAN CELLULAR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

~~2005~~ principle, ~~and~~the ~~2004~~validity ~~totaled~~of ~~$50.8 million~~a ~~and~~tax ~~$50.0 million,~~position is a matter of tax ~~respectively~~ law. ~~Listed~~Previous ~~below~~FASB ~~are~~pronouncements ~~the~~did ~~gross~~not ~~property,~~contain ~~plant and~~specific ~~equipment~~ guidance ~~amounts~~as ~~and~~to ~~the~~how ~~related~~to ~~accumulated~~address ~~depreciation~~uncertainty in accounting for ~~the~~ income ~~periods~~tax ~~described~~assets and liabilities.

	September 30,			December 31,
	2005			2004
	($ in thousands)
Gross property, plant and equipment	$	304,246		$	268,048
Accumulated depreciation		(140,701	)		(90,906	)
Property, plant and equipment, net	$	163,545		$	177,142

The Company has reviewed its various tax positions. The vast majority of the Company’s tax positions concern the timing of the income or deduction and not the measurement of the deduction. Because the Company has loss carryforwards in its primary tax jurisdictions, the movement of a deduction or income item to a different period would not generally result in a cash payment in the current period. The adoption of FIN 48 did not require the Company to recognize any additional liabilities or assets. Additionally, there are no unrecognized tax benefits at March 31, 2007. The Company’s tax years from 2003 to 2006 are considered open tax years and remain subject to examination for federal purposes.

~~Tower~~ Any ~~Sale~~tax penalties incurred are included as a general and administrative ~~Lease~~expense ~~Back~~in the accompanying condensed consolidated statements of operations. Interest incurred on tax penalties is included as interest expense in the accompanying condensed consolidated statements of operations.

~~The Company has entered into agreements to sell 204 towers to Global Towers, LLC and then lease them back under a lease with an initial ten-year term~~3. ~~These~~Business ~~leases~~Combinations are accounted for as operating leases. On June 30, 2005, the Company completed the sale of 184 of these towers for approximately $30.9 million. This sale resulted in a total net gain of approximately $26.8 million, of which $0.9 million was recognized at June 30, 2005 and the remaining $25.9 million will be recognized over the life of the lease. The gain has and will continue to be recognized on the statement of operations as “Gain on disposition of operating assets.” Subsequent to September 30, 2005, the Company completed the sale of the remaining 20 towers on October 3, 2005 and one additional tower on October 7, 2005, for approximately $2.9 million. Therefore, these remaining assets are classified as assets held for sale on the Company’s September 30, 2005 balance sheet. Acquisitions:

4 On May 30, 2006, the Company purchased the non-spectrum assets of Texas 15 rural service area, or RSA. ~~Notes~~In ~~Payable~~addition, on June 29, 2006, the Company closed on cellular and Personal Communications Services, or PCS, spectrum covering the Texas 15 RSA and on additional PCS spectrum in the Texas counties of Brown, Comanche, Mills and Tom Green after receiving Federal Communications Commission, or FCC, approval. The total purchase price for these assets was approximately $25.4 million.

~~The~~ On October 5, 2006, the Company’s ~~notes~~acquired ~~payable~~Highland ~~consisted~~Cellular LLC, which provided wireless service to West Virginia 7 RSA, and four adjacent counties in West Virginia 6 RSA and Virginia 2 RSA. In addition, Highland Cellular owned PCS spectrum in Virginia and West Virginia. The currently served markets and additional spectrum are primarily south of markets that DCC owns and operates in western Maryland, southern Ohio, southern Pennsylvania and West Virginia. As a result of the merger, ~~following:~~Highland Cellular became a wholly owned subsidiary of the Company. The total purchase price for Highland Cellular was approximately $95.0 million.

		September 30,		December 31,
		2005		2004
		($ in thousands)
9.5% senior subordinated notes, net of discount		$	14,538	$	13,774
10.0% senior notes			900,000		900,000
	Total notes payable	$	914,538	$	913,774

The calculation of the purchase price of Highland Cellular and the allocation of the acquired assets and assumed liabilities for Highland Cellular are as follows:

5. Commitments and Contingencies


	($ in thousands)

Calculation and allocation of purchase price:
Total purchase price	$	95,000
Plus fair value of liabilities assumed:
Current liabilities		13,689

Total purchase price plus liabilities assumed	$	108,689

Fair value of assets acquired:
Current assets	$	4,319
Property, plant and equipment		24,655
Wireless licenses		26,801
Goodwill		37,867
Customer list		15,047

Total fair value of assets acquired	$	108,689

~~Commitments.~~ To ~~The~~determine ~~Company~~the ispurchase ~~obligated~~price ~~under~~allocation ~~a purchase~~ and ~~license~~the ~~agreement with Nortel Networks Corp. to purchase~~resulting ~~approximately~~ recognition ~~$29.7 million~~ of ~~GSM/ GPRS/ EDGE related products and services prior to June 9~~goodwill, ~~2007. This obligation is~~ the Company’s ~~share~~analyzed ~~of a total $90 million commitment of~~ the ~~Company’s parent, Dobson~~assets ~~Communications Corporation~~ acquired. IfThe ~~the~~fair ~~Company~~value ~~fails~~of ~~to achieve this commitment,~~ the ~~agreement~~current ~~provides~~assets ~~for~~and ~~liquidated~~the ~~damages~~property, plant inand ~~an amount~~equipment ~~equal~~was todetermined ~~20%~~based ofupon the ~~portion~~assessment of the ~~$29.7 million that~~functionality ~~remains~~and ~~unfulfilled.~~quality As of ~~September 30,~~those ~~2005, $15~~assets.~~0 million~~ ofIn ~~this~~the Company’s ~~commitment~~review ~~has~~of ~~been~~the ~~fulfilled.~~wireless

Contingencies. The Company is party to various legal actions arising in the normal course of business. None of the actions are believed by management to involve amounts that would be material to the Company’s consolidated financial position, results of operations or liquidity.

~~Item~~ AMERICAN CELLULAR 2.CORPORATION ~~Management’s~~AND ~~Discussion and Analysis of Financial Condition and Results of Operations~~SUBSIDIARIES

~~The following discussion and analysis presents factors that~~ we believe are relevant to an assessment and understanding of our condensed consolidated financial position and results of operations. This financial and business analysis should be read in conjunction with our December NOTES ~~31, 2004 consolidated~~TO ~~financial~~ CONDENSED ~~statements~~CONSOLIDATED ~~included in our Annual Report on~~FINANCIAL ~~Form~~ STATEMENTS ~~10-K for the fiscal year ended December~~— ~~31, 2004~~(Continued) ~~and our condensed consolidated financial statements and the notes thereto included in Item 1.~~

~~OVERVIEW~~ licenses, the Company determined the fair value based upon the population in the service area and expected wireless service usage. As for the customer lists, the Company reviewed Highland Cellular’s customer base and considered several factors, including the cost of acquiring customers, the average length of contracts with these customers and the average revenue that they could be expected to provide, and determined the fair value accordingly.

We On ~~provide~~October 19, ~~rural~~2006, ~~and~~the ~~suburban~~Company ~~wireless~~made ~~telephone~~the ~~services~~final payment on 85 Advanced Wireless Services, or AWS, licenses for which the Company was the winning bidder in the FCC’s Auction 66. The auction was conducted during the summer and fall of 2006. These licenses, which are located in portions of ~~Illinois~~Alaska, Kansas, Kentucky, Maryland, Michigan, Minnesota, Missouri, New Mexico, New York, Ohio, Oklahoma, Pennsylvania, ~~West~~Texas, Virginia, West Virginia and Wisconsin, add incremental service areas to the Company’s and the Company’s affiliate Dobson Cellular Systems, Inc.’s, or DCS’, current coverage, as well as additional spectrum in areas that the Company currently serves in order to have capacity for increased voice and data transmission. The cost to the Company for these licenses was approximately $65.9 million. Licensing from the FCC occurred on November 29, 2006. Cash used for these transactions came from cash flows from operations, cash on hand and cash advanced from the credit facility obtained by the Company on August 8, 2006.

~~ACC~~ The ~~Escrow~~above ~~Corp.~~business ~~was~~combinations ~~formed~~are onaccounted ~~June 23,~~for ~~2003,~~ as ~~a wholly~~purchases. ~~owned~~ Accordingly, ~~indirect~~the ~~subsidiary~~related statements of ~~Dobson~~financial ~~Communications~~position ~~Corporation~~ and results ~~began~~of operations onhave ~~August 8,~~been ~~2003,~~included ~~when~~in itthe ~~completed~~accompanying ~~the~~ condensed ~~sale~~consolidated ofstatements ~~$900.0 million~~ of ~~10.0% senior~~operations ~~notes,~~from the ~~proceeds~~ date of acquisition. ~~which~~The ~~were~~unaudited ~~used~~pro informa ~~our~~financial ~~restructuring.~~information ~~Prior to~~set ~~August 19,~~ forth ~~2003~~below includes all significant business combinations, weas if ~~were~~the ~~owned~~combinations byoccurred aat ~~joint~~the ~~venture~~beginning ~~which~~of ~~was~~the period ~~equally~~ presented. ~~owned~~The byacquisition ~~Dobson~~of ~~Communications~~Highland ~~Corporation~~Cellular ~~and~~during ~~AT&T~~2006 was ~~Wireless.~~ significant Onto ~~August 19,~~the ~~2003,~~Company’s weresults ~~restructured~~of ~~our indebtedness~~operations and thus, ~~equity~~cumulatively, ~~ownership.~~the Toresults ~~affect~~from ~~this~~all ~~restructuring~~2006 acquisitions, ~~ACC~~ including ~~Escrow~~the ~~Corp.~~Texas ~~was~~15 ~~merged~~RSA ~~into us~~acquisition, ~~and~~are weincluded ~~completed~~in anthe pro ~~exchange~~ forma ~~offer~~information ~~for~~below. ~~our~~The ~~existing~~unaudited ~~9.5% senior~~pro ~~subordinated~~forma financial ~~notes~~ information ~~due~~is ~~2009,~~presented ~~which~~for weinformational ~~refer~~purposes toonly asand ~~our~~is not ~~existing~~necessarily ~~notes.~~indicative ~~Upon consummation~~ of the ~~restructuring~~results onof ~~August 19,~~operations ~~2003, we~~that ~~became~~ actually awould ~~wholly~~have ~~owned,~~been ~~indirect~~achieved ~~subsidiary~~had ofthe ~~Dobson~~acquisitions been ~~Communications~~ consummated ~~Corporation~~at that time.

CRITICAL ACCOUNTING POLICIES AND PRACTICES


	For the Three Months
	Ended March 31,
	2006
	($ in thousands)

Operating revenue	$	126,733
Loss from continuing operations		(5,476	)
Net loss		(5,476	)

~~We prepare our condensed consolidated financial statements in accordance with GAAP~~4. ~~Our~~Property, ~~significant~~Plant ~~accounting polices are discussed in detail in our Management’s Discussion~~ and ~~Analysis~~ ~~and in Note 2 to the consolidated financial statements, both included in our Annual Report on Form 10-K for the year ended December 31, 2004.~~ Equipment:

In Property, ~~preparing~~plant ~~our~~and ~~consolidated~~equipment ~~financial~~are ~~statements,~~recorded itat iscost. Newly ~~necessary~~ constructed ~~that~~wireless wesystems ~~use~~are ~~estimates~~added to property, plant and equipment ~~assumptions~~at ~~for~~cost, ~~matters~~which ~~that are~~includes ~~inherently~~contracted ~~uncertain.~~services, Wedirect labor, ~~base~~materials ~~our~~and ~~estimates~~overhead. onExisting ~~historical experiences~~property, plant and equipment ~~reasonable~~purchased ~~assumptions.~~through ~~Our~~acquisitions ~~use~~is ofrecorded ~~estimates~~at ~~and~~its fair ~~assumptions~~ value ~~affects~~at the ~~reported~~date ~~amounts~~ of ~~assets~~the purchase. Repairs, ~~liabilities~~minor replacements and maintenance are charged to operations as incurred. The provision for depreciation is provided using the ~~amount~~straight-line method ~~and~~based ~~timing~~on the estimated useful lives of ~~revenue~~the ~~and~~various classes ~~expenses~~of wedepreciable ~~recognize~~property. Depreciation expense was ~~for~~ approximately ~~and~~$14.2 million ~~during~~for the ~~reporting~~three ~~period.~~months ~~Actual~~ended March 31, ~~results~~2007 ~~may~~and ~~differ~~approximately $15.3 million for the ~~from~~ three ~~estimates~~months ended March 31, 2006.

~~ACQUISITIONS~~ Listed below are the gross property, plant and equipment amounts and the related accumulated depreciation as of the dates indicated.

Acquisition of Pennsylvania 4 RSA. On September 13, 2005, we acquired the non-license wireless assets of Endless Mountains Wireless, LLC in Pennsylvania 4 RSA. We will operate Endless Mountains’ licensed 850 MHz spectrum under a spectrum manager lease. In March 2006, we will have the right to acquire Endless Mountains’ Pennsylvania 4 RSA 850 MHz license, subject to FCC approval at the time of acquisition. If exercised, our acquisition of the license covering the leased spectrum is expected to close in mid-to-late 2006. The total purchase price for all acquired assets, including the FCC license, is approximately $12.2 million. Pennsylvania 4 RSA encompasses a population of approximately 96,600, all of which are incremental to our current service area. Endless Mountains currently provides GSM wireless service to less than 1,000 subscribers. We plan to upgrade Endless Mountains’ network with GPRS/ EDGE data capability. We will offer products and services in Pennsylvania 4 RSA under the CELLULARONE® service mark.


	March 31,			December 31,
	2007			2006
	($ in thousands)

Gross property, plant and equipment	$	417,821		$	403,922
Accumulated depreciation		(227,109	)		(213,231	)

Property, plant and equipment, net	$	190,712		$	190,691

NEW ROAMING AGREEMENT WITH CINGULAR WIRELESS

On August 12, 2005, we entered into a new, multi-year roaming agreement with Cingular Wireless, our primary wireless roaming partner, and amended the existing GSM operating agreement with the former AT&T Wireless entity. The new roaming agreement, which replaces the existing roaming agreements with

~~Cingular Wireless and the former AT&T Wireless entity,~~ ~~established a new roaming rate structure that was effective as~~ AMERICAN of CELLULAR ~~April 9,~~CORPORATION ~~2005.~~AND ~~The new roaming agreement’s key~~SUBSIDIARIES ~~provisions include the following:~~

• NOTES TO CONDENSED ~~Mutual~~CONSOLIDATED agreement to lower rates, with us paying Cingular a flat incollect rate through mid-2009 that is approximately half the blended rate in previous roaming agreements; • Agreement to continue to mutually prefer one another for roaming through the new roaming agreement, which has been extended approximately one year through mid-2009; and • The new roaming agreement provides for “home-on-home” roaming in areas where both carriers operate.FINANCIAL STATEMENTS — (Continued)

~~RESULTS~~5. OFCredit ~~OPERATIONS~~Facility ~~FOR~~and ~~THE~~Debt ~~THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004~~ Securities:

The ~~following~~Company’s ~~table~~credit ~~summarizes~~facility ~~our~~and ~~key~~debt ~~operating~~securities ~~data~~as ~~for~~of March 31, 2007 and December 31, 2006 consisted of the ~~periods indicated~~ following:

	Three Months Ended						Nine Months Ended
	March 31,			December 31,
	September 30,						September 30,
	2007			2006
	2005			2004			2005			2004
	($ in thousands)
Market population(1)		5,166,500			4,997,000			5,166,500			4,997,000
Credit facility	$	900,000		$	124,688
Ending subscribers		682,200			719,000			682,200			719,000
10.0% senior notes		185,718			900,000
Market penetration(2)		13.2	%		14.4	%		13.2	%		14.4	%
9.5% senior subordinated notes		16,068			15,813
Gross subscriber additions		54,600			54,200			159,800			146,200
Total credit facility and debt securities		1,101,786			1,040,501
Average subscribers		688,600			716,400			696,800			712,600
Less: current portion of credit facility and debt securities		9,000			1,250
Average monthly service revenue per subscriber(3)	$	45		$	39		$	43		$	38
Credit facility and debt securities, net of current portion	$	1,092,786		$	1,039,251
Average monthly post-paid churn(4)		2.9	%		1.9	%		2.5	%		1.7	%

(1)	Represents the population in our licensed areas for the period indicated. The results are based upon the 2003 population estimates provided by MapInfo Corporation, a location software company, adjusted to exclude those portions of our RSAs and metropolitan statistical areas, or MSAs, not covered by our licenses.
(2)	Market penetration is calculated by dividing ending 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.

Credit Facility

On March 15, 2007, the Company entered into a new senior secured credit facility consisting of:


	•	a 7-year $900.0 million senior secured single draw term loan facility;

	•	a 7-year $75.0 million senior secured delayed draw term loan facility; and

	•	a 5-year $75.0 million senior secured revolving credit facility.

Interest on the credit facility is currently based on a London Inter-Bank Offered Rate, or LIBOR, formula plus a spread. However, at the Company’s option, interest on the credit facility can be subject to the greater of prime rate or the federal funds effective rate plus a spread.

The delayed draw term facility may be drawn in as many as three draws at the Company’s option prior to the first anniversary after the closing of the credit facility. The revolving credit facility will be available on a revolving basis for a period of five years after the closing of the credit facility. At March 31, 2007, $900.0 million was outstanding under this credit facility.

The credit facility is guaranteed by ACC Holdings, LLC, a holding company for the Company, and by each of the Company’s direct domestic subsidiaries (other than Alton CellTel Co Partnership) and is secured by a first priority security interest in substantially all of the tangible and intangible assets of the Company, its direct domestic subsidiaries (other than Alton CellTel Co Partnership) and ACC Holdings, LLC, as well as by a pledge of the Company’s capital stock and the capital stock of its subsidiaries.

Under specified terms and conditions, including covenant compliance, the amount available under the credit facility may be increased by an incremental facility so long as, among other things, after giving effect thereto, no defaults exist and (i) the Company’s ratio of (a) consolidated secured debt to (b) consolidated earnings before interest, taxes, depreciation and amortization, or EBITDA, does not exceed 5.50 to 1.00; (ii) the Company’s ratio of (a) consolidated debt to (b) consolidated EBITDA does not exceed 6.50 to 1.00; and (iii) such increase is permitted under the terms of the Company’s indentures, if any. A maintenance covenant limiting consolidated secured leverage is applicable only when extensions of credit are outstanding under the revolving credit facility.

Under the credit facility, there are mandatory scheduled principal payments of the term loan facilities and no reductions in commitments under the revolving credit facility. Each term loan facility will amortize in an amount equal to 0.25% per quarter, starting with the quarter ending June 30, 2007 and quarterly through December 31, 2013, with the balance due in March 2014. The revolving credit facility is scheduled to mature in March 2012.

~~Basis~~ AMERICAN CELLULAR ofCORPORATION ~~Presentation~~AND SUBSIDIARIES

~~The following table sets forth the components of our results of~~ ~~operations~~ NOTES TO CONDENSED ~~for~~CONSOLIDATED ~~the periods indicated:~~FINANCIAL STATEMENTS — (Continued)

																Percentage Changes
				Three Months Ended						Nine Months Ended						Three Months			Nine Months
				September 30,						September 30,						Ended			Ended
																September 30,			September 30,
				2005			2004			2005			2004			’05 vs. ’04			’05 vs. ’04
				($ In thousands)						($ In thousands)
Operating Revenue:
	Service revenue			$	92,712		$	84,008		$	270,120		$	241,209			10.4	%		12.0	%
	Roaming revenue				34,659			26,526			83,342			66,039			30.7	%		26.2	%
	Equipment and other revenue				4,794			3,973			15,741			14,062			20.7	%		11.9	%
			Total operating revenue		132,165			114,507			369,203			321,310			15.4	%		14.9	%
Operating Expenses:
	Cost of service (exclusive of depreciation and amortization shown separately below)				30,872			26,633			87,381			72,392			15.9	%		20.7	%
	Cost of equipment				13,448			11,582			37,875			34,534			16.1	%		9.7	%
	Marketing and selling				15,004			14,343			44,271			42,806			4.6	%		3.4	%
	General and administrative				22,296			21,933			66,715			65,665			1.7	%		1.6	%
	Depreciation and amortization				20,358			20,881			62,774			62,031			(2.5	)%		1.2	%
	Gain on disposition of operating assets				(649	)		—			(1,588	)		—			**			**
		Total operating expenses			101,329			95,372			297,428			277,428			6.2	%		7.2	%
Operating income					30,836			19,135			71,775			43,882			61.1	%		63.6	%
	Interest expense				(23,782	)		(23,971	)		(71,344	)		(71,339	)		*			*
	Other expense, net				(400	)		(616	)		(1,498	)		(1,969	)		(35.1	)%		(23.9	)%
Income (loss) before income taxes					6,654			(5,452	)		(1,067	)		(29,426	)		222.1	%		96.4	%
	Income tax (expense) benefit				(2,099	)		2,072			835			11,182			**			**
Net income (loss)				$	4,555		$	(3,380	)	$	(232	)	$	(18,244	)		234.8	%		98.7	%

The Company also is required to make mandatory reductions of the credit facility with the net cash proceeds received from certain issuances of debt and upon any material sale of assets by the Company and its subsidiaries, subject to an 18-month reinvestment provision.

*	less than 1%
**	Calculation is not meaningful

The credit agreement contains covenants that, subject to specified exceptions, limit the Company’s ability to:

~~Subscribers~~• make capital expenditures; • sell or dispose of assets; • incur additional debt; • create liens; • merge with or acquire other companies; • pay dividends; • engage in transactions with affiliates; • make loans, investments, advances or stock repurchases; • prepay certain debt; • amend certain material agreements; and • undergo a change of control.

~~Our~~ The ~~subscriber~~proceeds ~~base~~from ~~contains~~the ~~three~~Company’s ~~types~~new ofterm ~~subscribers; post-paid,~~loan ~~reseller~~facility ~~and pre-paid. At September 30, 2005,~~were ~~post-paid~~ used ~~subscribers~~to ~~accounted~~repurchase ~~for~~approximately 89$714.3% million of ~~our subscriber~~the ~~base~~ Company’s 10.0% senior ~~These~~notes ~~subscribers~~due ~~pay~~2011 ~~a monthly access fee for a wireless~~(described ~~service~~ below), ~~plan~~to ~~that~~repay ~~generally~~the ~~includes~~entire ~~a fixed~~ amount owed of ~~minutes~~approximately ~~and certain service features~~ $124.7 million Inplus ~~addition~~accrued tointerest on the ~~monthly access~~Company’s ~~fee,~~ previous ~~these~~senior ~~subscribers~~secured ~~are~~credit ~~typically billed in arrears for long-distance charges~~facility, ~~roaming charges~~ and ~~rate plan overages. Our reseller subscribers are similar~~ to ~~our post-paid subscribers in that they~~ pay ~~monthly fees to utilize our network~~transaction ~~and services. However~~ costs, ~~these~~including ~~subscribers are billed by~~ a ~~third party,~~tender ~~which~~premium wein ~~refer~~connection towith ~~as a reseller, who has effectively~~the ~~resold~~ repurchase ~~our~~of ~~service to~~ the ~~end~~Company’s ~~user, which we refer to as a subscriber~~10.0% senior Wenotes ~~in turn bill the reseller for the monthly usage~~ of approximately ~~the subscriber~~$46. ~~At September~~7 ~~30,~~million ~~2005,~~and ~~the reseller base~~approximately ~~accounted for 7~~ $5.9%1 million ofrelated ~~our~~to ~~total~~establishing ~~subscriber~~the ~~base.~~new ~~Our pre-paid~~credit ~~subscribers,~~ facility. ~~which~~The atrevolving ~~September 30,~~credit ~~2005~~facility ~~accounted~~and ~~for~~delayed ~~2.8%~~term loan of facility ~~our subscriber base,~~ are ~~subscribers~~available ~~that pre-pay~~ for ~~an agreed~~general ~~upon~~corporate ~~amount of usage~~purposes.

Debt Securities

In connection with the Company’s reorganization, on August 8, 2003, ACC Escrow Corp., (now ACC) completed an offering of $900.0 million aggregate principal amount of 10.0% senior notes due 2011. These senior notes were issued at par. Interest on the notes is payable semi-annually in arrears on February 1 and August 1, commencing February 1, 2004. The Company may, at its option, redeem, with a premium that begins at 105% and declines to 100%, some or all of the notes at any time on or after August 1, 2007. On August 19, 2003, ACC Escrow Corp. was merged into the Company, and the net proceeds from the offering were used to fully repay the Company’s old bank credit facility and to pay expenses of the offering and a portion of the expenses of the restructuring. DCC and DCS are not guarantors of these senior notes.

The indenture for the Company’s 10.0% senior notes includes certain covenants including, but not limited to, covenants that limit the ability of the Company and its restricted subsidiaries to:


	•	incur indebtedness;

	•	incur or assume liens;

	•	pay dividends or make other restricted payments;

	•	impose dividend or other payment restrictions affecting the Company’s restricted subsidiaries;

	•	issue and sell capital stock of the Company’s restricted subsidiaries;

	•	issue certain capital stock;

~~During the nine months ended September 30, 2005, we~~ ~~experienced an increase in our gross subscriber additions. Our~~ AMERICAN ~~gross~~ CELLULAR ~~subscriber~~CORPORATION ~~additions~~AND ~~had been decreasing as a result of~~SUBSIDIARIES ~~increased competition attributable to an accelerating pace of~~ improvements in the quality of digital technology and increased products offered to the consumer. However, our deployment of GSM/ GPRS/ EDGE in our networks during 2004 has helped this decline to level off and result in growth in our gross subscriber additions in the three and nine months ended September 30, 2005 compared to the three and nine months ended September 30, 2004. As of September 30, 2005, GSM subscribers accounted for 57.5% of our subscriber base, compared to 18.1% as of September 30, 2004.

~~Since the middle of 2004, we have experienced churn rates above~~ ~~our historical levels. This increase in churn is primarily the~~ NOTES TO ~~result~~ CONDENSED ofCONSOLIDATED ~~two factors impacting our business. First, we have~~FINANCIAL experienced challenges with operating both a TDMA and GSM/ GPRS/ EDGE network and in managing the migration of our customer base from TDMA to GSM. This has impacted the level of customer satisfaction with our service in certain of our markets. We have implemented several initiatives that have and should continue to improve the quality of our networks. Secondly, Wireless Local Number Portability, or WLNP, which allows customers to keep their wireless phone number in their local area when switching to a different service provider, was implemented in all of our markets by May STATEMENTS ~~24, 2004. Although we expect churn to~~— (Continued) ~~improve as we continue our initiatives to improve customer satisfaction, churn could continue to be adversely affected by continued network issues and WLNP.~~

~~Operating~~• ~~Revenue~~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.

~~Our~~ On ~~operating~~March 15, ~~revenue~~2007, ~~consists~~the Company repurchased $711.0 million of ~~service~~its ~~revenue~~10.0% senior notes due 2011. The total consideration for each $1,000 ~~roaming~~principal amount of notes ~~revenue~~ was ~~and~~$1,065.56, ~~equipment~~plus ~~and~~accrued ~~other~~interest. ~~revenue~~This amount included a consent fee of $30.00. In addition, on March 21, 2007, the Company repurchased an additional $3.3 million of its 10.0% senior notes due 2011. The total consideration for each $1,000 principal amount of notes was $1,035.56, plus accrued interest. The Company reported a loss from extinguishment of debt of approximately $57.5 million as a result of these repurchases. At March 31, 2007, there was $185.7 million aggregate principal amount outstanding of existing 10.0% senior notes.

~~Service~~ On ~~revenue.~~March 15, We2007, ~~derive~~the ~~service~~Company, ~~revenue~~Highland byCellular, ~~providing~~LLC, ACC ~~wireless~~ Lease ~~services to our subscribers~~Co. ~~In recent past~~, ~~the wireless~~LLC ~~industry~~and ~~experienced~~ACC ~~declining~~Holdings ~~average~~entered ~~revenue~~into ~~per~~a supplemental ~~minute~~ indenture, asdated ~~competition~~March 15, ~~among~~2007, ~~wireless~~with ~~service~~Bank ~~providers~~of ~~led to~~Oklahoma, ~~reductions~~ National inAssociation, ~~rates~~as ~~for airtime. However~~trustee, ~~this~~which ~~decline~~amended ~~has~~the ~~been~~original ~~offset~~ indenture byfor ~~increases~~the inCompany’s ~~average minutes-of-use~~10.0% senior ~~For~~notes ~~the past~~due ~~year,~~ 2011 weto ~~have~~(i) remove ~~experienced~~the ~~growth~~requirement in ~~our~~the ~~average monthly service~~restricted ~~revenue~~ payments ~~per~~covenant ~~subscriber~~that ~~from~~the ~~prior~~Company ~~year~~maintain ~~levels and we believe there is~~ a ~~continued~~debt ~~opportunity~~to ~~throughout~~cash ~~the~~flow ratio ~~remainder~~ of ~~2005~~ ~~for~~no ~~our~~greater ~~average~~than ~~monthly~~5.0 ~~service revenue per subscriber~~ to ~~continue to increase from prior levels~~ 1, ~~primarily~~(ii) permit ~~due~~the Company to ~~additional~~ ~~voice~~redeem ~~and~~an ~~data~~aggregate ~~services~~principal ~~available~~amount ~~as a result~~ of ~~our~~ ~~GSM/~~ $18.1 million ~~GPRS/~~of ~~EDGE~~its ~~technology~~9.5% senior Insubordinated ~~addition, we have applied for~~notes ~~federal~~ due ~~ETC~~2009, ~~designation~~(iii) increase inthe ~~certain~~general ~~states~~restricted ~~in which we provide~~payments ~~wireless~~ basket ~~service~~from $20.0 million to ~~qualifying high cost areas~~$35.0 million ~~Success~~ in ~~obtaining~~ ~~ETC status has and may continue to make available to~~the ~~us an additional source of revenue that would be used to provide~~ aggregate, ~~maintain~~ and ~~improve~~(iv) permit the ~~service~~Company weto ~~provide~~replace ~~in those~~its ~~high-cost~~ previous ~~areas, thus also increasing our average monthly service revenue per subscriber. Service revenue included ETC revenue of approximately~~ $3250.60 million ~~for~~senior ~~the~~secured ~~three~~credit ~~months ended~~facility ~~September 30, 2005 and approximately~~with ~~$8.3 million~~ the ~~for~~new ~~the~~senior ~~nine~~secured ~~months~~credit ~~ended~~facility ~~September 30, 2005~~discussed above.

~~For the three and nine months ended September 30, 2005, our service revenue increased compared to the three and nine months ended September 30, 2004~~6. ~~This~~Deferred ~~increase~~Tax in our service revenue was primarily attributable to an increase in average monthly service revenue per subscriber as a result of the continued migration of our subscribers to our GSM/ GPRS/ EDGE offerings and ETC revenue. Assets:

~~Roaming~~ As ~~revenue. We derive roaming revenue by providing service to subscribers~~ of ~~other~~March 31, ~~wireless~~2007, ~~providers~~the ~~when~~Company ~~those subscribers~~had ~~“roam”~~a ~~into~~deferred ~~our~~tax ~~markets and use our~~asset ~~systems~~ balance toof ~~carry~~approximately ~~their calls~~$117.7 million ~~Roaming~~with ~~revenues~~no ~~have~~valuation ~~traditionally~~ allowance ~~had higher margins than revenues from our subscribers~~recorded. WeThe ~~achieve~~Company ~~these~~currently ~~higher~~has ~~margins~~deferred ~~because we incur~~tax ~~relatively~~ assets ~~lower~~resulting ~~incremental~~from ~~costs~~federal ~~related to billing, customer service~~ and ~~collections~~state inloss ~~servicing~~carryforwards ~~roaming customers as compared to our home subscribers. However, our roaming margins have been declining due to increased market pressures~~ and ~~competition~~ deductible ~~among~~temporary ~~wireless providers resulting in reduced roaming rates. Our roaming yield (roaming revenue~~differences, which ~~includes~~ ~~airtime,~~are ~~toll~~available ~~charges and surcharges, divided by roaming minutes-of-use) was $0.128 for the three months ended September 30, 2005 compared~~ to ~~$0.144 for the three months~~reduce ~~ended~~ future ~~September 30,~~income ~~2004, $0~~taxes.~~132~~ ~~for~~The ~~the~~federal ~~nine~~tax ~~months~~loss ~~ended September 30,~~carryforwards ~~2005 compared to $0.146 for the nine months~~expire ~~ended~~ from ~~September 30,~~2019 ~~2004. We expect our roaming yield~~ to ~~continue~~ ~~to decline~~2026. ~~As previously discussed, we recently~~ ~~entered into a new roaming agreement with our most significant roaming partner, Cingular Wireless, who accounted for approximately~~

The Company assesses the realization of these deferred tax assets quarterly to determine the required income tax valuation allowance. Based on available evidence, both positive and negative, the Company determines whether it is more likely than not that all or a portion of the deferred tax assets will be realized. The primary factors that the Company believes provides evidence about the realizability of its net deferred tax assets are the trends related to income from operations, leverage, and capital expenditures (positive and negative changes in cash available for further investment or for leverage reduction, future interest costs associated with current debt instruments, and planned expansions or enhancements to the Company’s network), trends in ARPU, and trends in roaming revenue and the amount of and timing of projected future taxable income that would utilize the Company’s federal and state tax carryforwards. The ultimate realization of the Company’s net deferred tax assets is dependent on the generation of future taxable income sufficient to realize the underlying tax deductions and credits. The Company’s financial income and taxable income over the past few years have diverged due to the recognition, for financial purposes, of financial depreciation of customer list and network assets from acquisitions that do not have a corresponding tax basis and the accelerated depreciation and amortization of the Company’s network assets and wireless licenses for tax purposes.

The Company’s projections of future taxable income include projected revenues, expenses, leverage levels and capital expenditure levels. The results of these projections indicate that the Company will generate sufficient taxable income over the relevant period to recover its net deferred tax assets. The Company considers the potential

~~89% of our roaming minutes-of-use for the nine months ended~~ ~~September 30, 2005. Under this new roaming agreement,~~ AMERICAN ~~roaming~~ CELLULAR ~~rates~~CORPORATION ~~will~~AND ~~decline through 2008. Even though this~~SUBSIDIARIES ~~contract provides for decreasing rates over time, we believe~~ these roaming contracts are beneficial because they secure existing traffic and provide opportunity for a continuing increase in traffic volumes. Roaming revenue tends to be impacted by seasonality. Historically, we have experienced higher roaming minutes-of-use and related roaming revenue during the second and third quarters of each year, as users tend to travel more and, therefore, use their wireless phones more during the spring and summer months.

~~For the three and nine months ended September 30, 2005, our~~ ~~roaming revenue increased compared to the three and nine months ended September~~ NOTES ~~30, 2004. When comparing the three months~~TO ~~ended~~ CONDENSED ~~September 30,~~CONSOLIDATED ~~2005 to the three months ended~~FINANCIAL ~~September~~ STATEMENTS 30, 2004, our roaming minutes increased 47.3% due to expanded coverage areas and increased usage; however it was partially offset by an 11.3% decrease in roaming revenue per minute-of-use. When comparing the nine months ended September— ~~30, 2005 to the nine months ended~~(Continued) ~~September 30, 2004, our roaming minutes increased 39.7% due to expanded coverage areas and increased usage; however it was partially offset by a 9.7% decrease in roaming revenue per minute-of-use.~~

~~Equipment~~ impairment ~~and~~of ~~other~~its ~~revenue.~~net ~~Equipment~~deferred ~~revenue~~tax isassets ~~revenue from~~in ~~selling~~its ~~wireless equipment~~ jurisdictions to ~~our~~be ~~subscribers.~~subject ~~Equipment revenue~~to issignificant ~~recognized~~judgment ~~when~~as the ~~equipment~~Company is utilizing ~~delivered~~projections to make the ~~customer~~ assessment. ~~Other~~Changes ~~revenue~~in ~~is primarily rental income from the~~certain ~~lease~~ assumptions ofor ~~space~~decreased onfinancial ~~company-owned~~results ~~towers~~could ~~and~~have ~~payments~~a ~~to be~~material ~~received~~ effect ~~relating~~on tothe aCompany’s ~~settlement~~realization ~~for~~of ~~prior claims under various agreements between us and~~ the ~~former~~net ~~AT&T~~deferred ~~Wireless~~tax assets.

~~For the three and nine months ended September 30, 2005, our equipment and other revenue increased compared to the three and nine months ended September 30, 2004~~7. ~~When~~Commitments ~~comparing the three months ended September 30, 2005 to the three months ended September 30, 2004, this increase in our equipment~~ and other revenue was primarily due to an increase in equipment revenue due to the increased number of phones sold, increases in activation fees charged to customers and payments to be received of approximately $0.1 million related to settlement for prior claims under various agreements between us and the former AT&T Wireless, offset by a decrease in rental income due to the sale of our towers on June 30, 2005 (described below). When comparing the nine months ended September 30, 2005 to the nine months ended September 30, 2004, the increase in equipment and other revenue related to increases in activation fees charged to customers and payments to be received of approximately $0.9 million related to a settlement for prior claims under various agreements between us and the former AT&T Wireless, offset by decreases in rental income due to the sale of our towers on June 30, 2005. Contingencies:

~~Operating Expenses~~ Commitments

~~Our~~ The ~~primary~~Company ~~operating~~has ~~expense~~a ~~categories~~purchase ~~include~~and ~~cost~~license agreement with Nortel Networks Corp. to make specified minimum purchases of Global ~~service~~ System for Mobile Communications related products and services prior to December 31, ~~cost~~2008. ofIf ~~equipment~~the Company fails to achieve this commitment, ~~marketing~~the ~~and~~agreement ~~selling~~provides ~~costs~~for liquidated damages in an amount equal to 5% of the portion of the unfulfilled commitment. As of March 31, ~~general~~2007, the Company’s ~~and~~ exposure ~~administrative~~for ~~costs~~such ~~and~~damages ~~depreciation~~is ~~and~~approximately ~~amortization~~$0.1 million.

~~Cost of service. Our cost of service consists primarily~~ ~~of costs to operate and maintain our facilities utilized in~~ Contingencies providing service to customers and amounts paid to third-party wireless providers for providing service to our subscribers when our subscribers roam into their markets, referred to as “roaming” costs. As previously discussed, we recently signed a new roaming agreement with Cingular Wireless, our primary roaming partner, which reduced our roaming cost per minute-of-use effective April 9, 2005, to a flat-rate that will remain constant until mid-2009. While future rates charged by third party providers may continue to decrease, we expect our overall growth in off-network minutes-of-use to grow at a rate faster than the per minute costs will decline. Therefore, we expect that our roaming costs may increase in future periods. In addition, as a result of the sale and leaseback of 184 of our towers on June 30, 2005, and the additional 21 towers in October 2005, we expect our leasing costs to increase in future periods, thus increasing our total cost of service.

On April 20, 2007, Freedom Wireless, Inc. filed a lawsuit against the Company, DCC, DCS and Ericsson Inc. in the United States District Court for the Western District of Texas. The lawsuit alleges that the individual and/or joint activities of the Company and Ericsson with respect to prepaid wireless telephone products, methods, services and/or systems infringe on certain patents that have been assigned to Freedom Wireless. The complaint seeks to enjoin the Company and Ericsson from infringing Freedom Wireless’ patents, and seeks unspecified money damages, including interest and attorney fees. Ericsson has agreed to indemnify the Company for certain infringement claims relating to its products and services, and has agreed to assume the defense of the Company, DCC and DCS in this action. The Company does not believe that this lawsuit will have a material effect on its consolidated financial position, results of operations or liquidity.

The Company is party to various legal actions arising in the normal course of business. None of the actions are believed by management to involve amounts that would be material to the Company’s condensed consolidated financial position, results of operations or liquidity.

The Company is not currently aware of any additional or material changes to pending or threatened litigation against it or its subsidiaries or that involves any of its or its subsidiaries’ property that could have a material adverse effect on its financial condition, results of operations or cash flows.


Item 2.	*Management’s Discussion and Analysis of Financial Condition and Results of Operations*

The following discussion and analysis presents factors that we believe are relevant to an assessment and understanding of our condensed consolidated financial position and results of operations. This financial and business analysis should be read in conjunction with our December 31, 2006 consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006 and our condensed consolidated financial statements and the related notes included in Item 1.

OVERVIEW

We provide rural and suburban wireless voice and data services in portions of Illinois, Kansas, Kentucky, Michigan, Minnesota, New York, Ohio, Oklahoma, Pennsylvania, Texas, Virginia, West Virginia and Wisconsin.

ACC Escrow Corp. was formed on June 23, 2003, as a wholly owned, indirect subsidiary of Dobson Communications Corporation, or DCC, and began operations on August 8, 2003, when it completed the issuance of $900.0 million of 10.0% senior notes, the proceeds of which were used in our restructuring. Prior to August 19, 2003, we were owned by a joint venture which was equally owned by DCC and AT&T Wireless. On August 19, 2003, we restructured our indebtedness and equity ownership. To affect this restructuring, ACC Escrow Corp. was merged into us, and we completed an exchange offer for our existing 9.5% senior subordinated notes due 2009. Upon consummation of the restructuring on August 19, 2003, we became a wholly owned, indirect subsidiary of DCC.

CRITICAL ACCOUNTING POLICIES AND PRACTICES

We prepare our condensed consolidated financial statements in accordance with U.S. generally accepted accounting principles, or GAAP. Our significant accounting polices are discussed in detail in our Management’s Discussion and Analysis and in Note 2 to the consolidated financial statements, both included in our Annual Report on Form 10-K for the year ended December 31, 2006.

In preparing our condensed consolidated financial statements, it is necessary that we use estimates and assumptions for matters that are inherently uncertain. We base our estimates on historical experiences and reasonable assumptions. Our use of estimates and assumptions affects the reported amounts of assets, liabilities and the amount and timing of revenue and expenses we recognize for and during the reporting period. Actual results may differ from estimates.

RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

Income Tax Uncertainties

In June 2006, the Financial Accounting Standards Board, or FASB, issued Financial Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109,” or FIN 48. FIN 48 was adopted as of January 1, 2007 and clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements in accordance with FASB Statement No. 109, “Accounting for Income Taxes.” FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. In principle, the validity of a tax position is a matter of tax law. It is not controversial to recognize the benefit of a tax position in a company’s financial statements when the degree of confidence is high that that tax position will be sustained upon examination by a taxing authority. However, in some cases, the law is subject to varied interpretation, and whether a tax position will ultimately be sustained may be uncertain. Previous FASB pronouncements did not contain specific guidance as to how to address uncertainty in accounting for income tax assets and liabilities.

The evaluation of a tax position in accordance with FIN 48 is a two-step process. The first step is recognition. We determine whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. In evaluating whether a tax position has met the more-likely-than-not recognition threshold, we presume that the position will be examined by the appropriate taxing authority that would have full knowledge of all relevant information. The

second step is measurement. A tax position that meets the more-likely-than-not recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Differences between tax positions taken in a tax return and amounts recognized in the financial statements will generally result in an increase in a liability for income taxes payable or a reduction of an income tax refund receivable and/or a reduction in a deferred tax asset or an increase in a deferred tax liability.

We would classify a liability for unrecognized tax benefits as current to the extent that we anticipate making a payment within one year. Based upon our significant tax loss carryforwards that are expected to limit the amount of current income taxes payable, we do not anticipate that we will recognize significant current liabilities in the near future. The requirement to assess the need for a valuation allowance for deferred tax assets, including tax loss carryforwards, based on the sufficiency of future taxable income is unchanged by this Interpretation.

We have reviewed our various tax positions. The vast majority of our tax positions concern the timing of the income or deduction and not the measurement of the deduction. Because we have loss carryforwards in our primary tax jurisdictions, the movement of a deduction or income item to a different period would not generally result in a cash payment in the current period. The adoption of FIN 48 did not require us to recognize any additional liabilities or assets. Additionally, there are no unrecognized tax benefits at March 31, 2007. Our tax years from 2003 to 2006 are considered open tax years and remain subject to examination for federal purposes. Net operating loss carryforwards originating in certain years prior to 2003 are subject to examination and adjustment by federal taxing authorities.

Deferred Tax Assets

As of March 31, 2007, our deferred tax asset balance was approximately $117.7 million with no valuation allowance recorded. We currently have deferred tax assets resulting from federal and state loss carryforwards and deductible temporary differences, which are available to reduce future income taxes.

We assess the realization of these deferred tax assets quarterly to determine the required income tax valuation allowance. Based on available evidence, both positive and negative, we determine whether it is more likely than not that all or a portion of the deferred tax assets will be realized. The primary factors that we believe provide evidence about the realizability of our net deferred tax assets are the trends related to income from operations, leverage, and capital expenditures (positive and negative changes in cash available for further investment or for leverage reduction, future interest costs associated with current debt instruments, and planned expansions or enhancements to our network), trends in average monthly service revenue per customer, or ARPU, and trends in roaming revenue and the amount of and timing of projected future taxable income that would utilize our federal and state tax carryforwards. The ultimate realization of our net deferred tax asset is dependent on the generation of future taxable income sufficient to realize the underlying tax deductions and credits. Our financial income and taxable income over the past few years have diverged due to the recognition, for financial purposes, of financial depreciation of customer list and network assets from acquisitions that do not have a corresponding tax basis and the accelerated depreciation and amortization of our network assets and wireless licenses for tax purposes.

Changes in our deferred tax asset valuation allowance have occurred over the past seven years as our operations and capital structure have fluctuated and based upon the jurisdiction where taxable income has occurred or is expected to occur. We have generated taxable income in the recent past. Absent significant refinancing losses, such as the approximately $57.5 million loss recognized in the first quarter of 2007, we expect to generate taxable income in 2007 and beyond. We now expect to recognize taxable income in 2008 and in future years, including the effect of the decrease in annual interest expense associated with the first quarter 2007 refinancing of our indebtedness and a 192 basis point reduction in our overall interest rate. In addition, in 2010 our tax deductions for amortization of intangibles will begin to decrease from approximately $41.7 million per year to approximately $12.4 million per year in 2016 and beyond resulting in further increases to our taxable income. Based upon our projections, we expect to utilize the recognized tax loss carryforwards prior to their expiration. The federal tax loss carryforwards expire from 2019 to 2026.

Our projections of future taxable income include projected revenues, expenses, leverage levels and capital expenditure levels. We believe that our projections use conservative revenues and cost increases over the relevant

periods. The results of these projections indicate that we will generate sufficient taxable income over the relevant period to recover our net deferred tax assets. We consider the potential impairment of our net deferred tax assets in our jurisdictions to be subject to significant judgment as we are utilizing projections to make the assessment. Changes in certain assumptions or decreased financial results could have a material effect on our realization of the net deferred tax assets.

ACQUISITIONS

We continually seek opportunities to acquire attractive wireless markets as part of our overall business strategy, particularly markets near our current service areas. The following are the most recent transactions.

FCC Auction 66

On October 19, 2006, we made the final payment on 85 Advanced Wireless Services, or AWS, licenses for which we were the winning bidder in the Federal Communications Commission’s, or FCC’s, Auction 66. The auction was conducted during the summer and fall of 2006. These licenses, which are located in portions of Alaska, Kansas, Kentucky, Maryland, Michigan, Minnesota, Missouri, New Mexico, New York, Ohio, Oklahoma, Pennsylvania, Texas, Virginia, West Virginia and Wisconsin, add incremental service areas to our and Dobson Cellular Systems, Inc., or DCS’, current coverage, as well as additional spectrum in areas that we currently serve in order to have capacity for increased voice and data transmission. The cost to us for these licenses was approximately $65.9 million. The cost for these licenses was approximately $65.9 million. Licensing from the FCC occurred on November 29, 2006. Cash used for these transactions came from cash flows from operations, cash on hand and cash obtained under our credit facility at that time.

Acquisition of Highland Cellular LLC

On October 5, 2006, we acquired Highland Cellular LLC, which provides wireless service to West Virginia 7 rural service area, or RSA, and four adjacent counties in West Virginia 6 RSA and Virginia 2 RSA. In addition, Highland Cellular owns PCS spectrum in Virginia and West Virginia. The currently served markets and additional spectrum are primarily south of markets that our parent company owns and operates in western Maryland, southern Ohio, southern Pennsylvania and West Virginia. As a result of the merger, Highland Cellular became our wholly owned subsidiary. The total purchase price for Highland Cellular was approximately $95.0 million. This purchase increased our population coverage by approximately 357,100 and our customer base by approximately 50,200.

As a result of the completion of this transaction, our condensed consolidated financial statements only include the operating results from Highland Cellular beginning October 5, 2006.

Acquisition of Texas 15 RSA

On May 30, 2006, we purchased the non-spectrum assets of Texas 15 RSA. In addition, on June 29, 2006, we closed on cellular and PCS spectrum covering the Texas 15 RSA and on additional PCS spectrum in the Texas counties of Brown, Comanche, Mills and Tom Green after receiving FCC approval. The total purchase price for these assets was approximately $25.4 million. These purchases increased our population coverage in Texas by approximately 208,200 and our customer base by less than one thousand customers.

As a result of the completion of this transaction, our condensed consolidated financial statements only include the operating results from Texas 15 RSA beginning May 30, 2006.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2007 AND MARCH 31, 2006

Key Operating Data

The following table summarizes our key operating data for the periods indicated:


	Three Months Ended
	March 31,
	2007			2006

Market population (1)		5,759,200			5,166,500
Ending customers		721,500			665,200
Market penetration (2)		12.5	%		12.9	%
Gross customer additions		52,400			48,300
Average customers		720,400			665,700
Average monthly service revenue per customer (3)	$	48		$	44
Average monthly post-paid churn (4)		1.9	%		2.0	%


(1)		Represents the population in our licensed areas for the period indicated. The results are based upon the population estimates provided by the United State Census Bureau, adjusted to exclude those portions of our RSAs and metropolitan statistical areas, or MSAs, not covered by our licenses.

(2)		Market penetration is calculated by dividing ending customers by market population.

(3)		ARPU is calculated by dividing service revenue by average customers and dividing by the number of months in the period. We exclude roaming revenue from this calculation, since roaming revenue is not derived from our customers.

(4)		Average monthly post-paid churn represents the percentage of the post-paid customers that deactivate service each month. The calculation divides the total post-paid deactivations during the period by the average post-paid customers for the period.

Results of Operations

The following table sets forth the components of our results of operations for the periods indicated:


	Three Months Ended						Percentage
	March 31,						Change
	2007			2006			‘07 vs. ‘06
	($ in thousands)

Operating revenue:
Service revenue	$	103,469		$	87,473			18.3	%
Roaming revenue		28,564			22,983			24.3	%
Equipment and other revenue		6,541			5,848			11.9	%

Total operating revenue		138,574			116,304			19.1	%

Operating expenses:
Cost of service (exclusive of depreciation and amortization shown separately below)		38,565			29,723			29.7	%
Cost of equipment		13,453			12,214			10.1	%
Marketing and selling		18,004			16,276			10.6	%
General and administrative		22,011			21,327			3.2	%
Depreciation and amortization		21,284			21,454			(0.8	)%
Gain on disposition of operating assets		(716	)		(749	)		(4.4	)%

Total operating expenses		112,601			100,245			12.3	%

Operating income		25,973			16,059			61.7	%
Interest expense		(25,942	)		(23,785	)		9.1	%
Loss from extinguishment of debt		(57,523	)		—			*
Other expense, net		(1,505	)		(258	)		483.3	%
Income tax benefit		22,404			3,015			*

Net loss	$	(36,593	)	$	(4,969	)		636.4	%


*		Calculation is not meaningful

Customers

Our customer base comprises three types of customers: post-paid, reseller and pre-paid. Our post-paid customers accounted for 89.2% of our customer base at March 31, 2007 and 88.8% at March 31, 2006. These customers pay a monthly access fee for a wireless service plan that generally includes a fixed amount of minutes and certain service features. In addition to the monthly access fee, these customers are typically billed in arrears for long-distance charges, roaming charges and rate plan overages. Our reseller customers are similar to our post-paid customers in that they pay monthly fees to utilize our network and services. However, these customers are billed by a third-party, which we refer to as a reseller, who has effectively resold our service to the end user, which we refer to as a customer. We in turn bill the reseller for the monthly usage of the customer. Our reseller base accounted for 5.0% of our total customer base at March 31, 2007 and 7.8% at March 31, 2006. Our pre-paid customers, which are customers that pre-pay for an agreed upon amount of usage, accounted for 5.8% of our customer base at March 31, 2007 and 3.4% at March 31, 2006.

During the three months ended March 31, 2007, we continued to experience an increase in our gross customer additions as a result of several factors, including improvements to our network, attractive promotions, an expanded line-up of handsets and calling plans that differentiate us throughout our markets. As of March 31, 2007, Global System for Mobile Communications, or GSM, customers accounted for 90.3% of our customer base, compared to 74.1% as of March 31, 2006.

Churn rates decreased for the three months ended March 31, 2007, compared to the three months ended March 31, 2006. We believe this decrease in churn is the result of an increase in our customers under contract and improvements in both the quality of our network and the quality of the customer service being provided through all of our customer touch points. In the future, voluntary churn could be adversely affected by several factors, including network quality issues and competitive pressures including pricing of our services, new products offered and supported network expansion or network overbuild issues. In addition, involuntary churn could be adversely affected by changes in our mix of customers, which could include increasing sales to younger customers or the increasing rate of consumer debt causing more risk for defaults on customer accounts.

Operating Revenue

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

Service Revenue

We derive service revenue by providing wireless services to our customers. With the deployment of our GSM technology in the last half of 2004, we have experienced increases in our ARPU from prior levels, primarily as a result of additional voice and data services available with this technology. In addition, we have applied for and received federal Eligible Telecommunications Carriers, or ETC, designation in certain states in which we provide wireless service to qualifying high-cost areas. Success in obtaining ETC status has and may continue to make available to us USF funding, which is an additional source of revenue that would be used to provide, maintain and improve the service we provide in those high-cost areas, thus also increasing our ARPU. USF funding totaled approximately $6.4 million for the three months ended March 31, 2007 and approximately $5.1 million for the three months ended March 31, 2006. On May 1, 2007, the Federal-State Joint Board on Universal Service released a Recommended Decision proposing an “interim, emergency cap” on funding for competitive ETC’s, freezing the funding within each state at 2006 levels. While the impact that this will ultimately have on our USF funding is not clear, if the Recommended Decision were to become effective, it is possible that our USF funding would decrease slightly as new carriers become eligible for a share of the current funding. ARPU tends to be impacted by seasonality. Historically, we have experienced higher ARPU in the spring and summer months, as users tend to travel more and, therefore, use their wireless handsets more.

For the three months ended March 31, 2007, our service revenue increased compared to the three months ended March 31, 2006. This increase in our service revenue was primarily attributable to an increase in our average customer base due to our 2006 acquisitions described above and an increase in ARPU as a result of the continued migration of our customers to our GSM offerings, which has allowed us to expand our voice and data services, and additional USF funding of approximately $1.3 million.

Roaming Revenue

We derive roaming revenue by providing service to customers of other wireless providers when those customers “roam” into our markets and use our systems to carry their calls. Roaming revenue has traditionally had higher margins than revenue from our customers. We achieve these higher margins because we incur relatively lower incremental costs related to billing, customer service and collections in servicing roaming customers as compared to our home customers. However, our roaming margins have been declining due to increased market pressures and competition among wireless providers resulting in reduced roaming rates. Our roaming yield (roaming revenue, which includes airtime, toll charges and surcharges, divided by roaming minutes-of-use) was $0.09 for the three months ended March 31, 2007 compared to $0.10 for the three months ended March 31, 2006. We expect our roaming yield to continue to decline as a result of scheduled rate reductions included in our current roaming contracts. AT&T and T-Mobile are our most significant roaming partners, accounting for approximately 96% of our roaming minutes-of-use for the three months ended March 31, 2007 and approximately 98% for the three months ended March 31, 2006. Though the roaming contracts provide for decreasing rates over time, we believe these roaming contracts are beneficial because they secure existing traffic and provide opportunity for a continuing increase in traffic volumes. Roaming revenue tends to be impacted by seasonality. Historically, we have experienced higher roaming minutes-of-use and related roaming revenue in the spring and summer months, as users tend to travel more and, therefore, use their wireless handsets more.

For the three months ended March 31, 2007, our roaming revenue increased compared to the three months ended March 31, 2006. This increase was a result of a 34.2% increase in our roaming minutes due to expanded coverage areas, as a result of our 2006 acquisitions described above and increased usage; however, it was partially offset by a 7.4% decline in our roaming revenue per minute-of-use as contractual rates were lower for the three months ended March 31, 2007, compared to the same period in 2006.

Equipment and Other Revenue

Equipment revenue is revenue from selling wireless equipment to our customers. Equipment revenue is recognized when the equipment is delivered to the customer. Other revenue is primarily related to rental revenue.

For the three months ended March 31, 2007, our equipment and other revenue increased compared to the three months ended March 31, 2006. This increase was primarily the result of an increase in equipment revenue as a result of an increase in our gross customer additions and an increase in the sales mix of higher-priced, higher quality handsets, including Blackberry handheld devices for the three month period ended March 31, 2007 compared to the same period in 2006.

Operating Expenses

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

Cost of Service

Our cost of service consists primarily of costs to operate and maintain our facilities utilized in providing service to customers and amounts paid to third-party wireless providers for providing service to our customers when our customers roam into their markets, referred to as “roaming” costs. During 2005, we signed a roaming contract with AT&T, our primary roaming partner, which reduced our roaming costs per minute-of-use effective April 9, 2005 to a flat rate that will remain constant through mid-2009. While future rates charged by third-party providers may vary slightly, our flat rate with AT&T will help keep rates fairly constant through mid-2009. However, we expect our overall growth in off-network minutes-of-use to grow; thus, we expect that our roaming costs may continue to increase in future periods.

The following table sets forth the components of our cost of service for the periods indicated:

			Three Months Ended September 30,													Nine Months Ended September 30,
		Three Months Ended March 31,
			2005							2004						2005					2004
		2007							2006
		Amount	~~Amount~~		Percentage	~~Percentage~~			Amount	~~Amount~~		Percentage	~~Percentage~~			~~Amount~~		~~Percentage~~			~~Amount~~		~~Percentage~~
		($ in thousands)	~~($ in thousands)~~													~~($ in thousands)~~
Network costs			$	22,584			73.1	%		$	16,553			62.2	%	$	61,724		70.6	%	$	45,618		63.0	%
Network and other operating costs		$	28,321			73.4	%		$	22,729			76.5	%
Roaming costs			10,244	~~8,288~~		26.6	~~26.9~~%	%		6,994	~~10,080~~		23.5	~~37.8~~%	%		~~25,657~~		~~29.4~~	%		~~26,774~~		~~37.0~~	%
Total cost of service	~~Total cost of service~~	$	$38,565	~~30,872~~		100.0	~~100.0~~%	%	$	$29,723	~~26,633~~		100.0	~~100.0~~%	%	$	~~87,381~~		~~100.0~~	%	$	~~72,392~~		~~100.0~~	%

For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2005~~2007, our network and other operating costs, which are the costs ~~incurred~~we ~~from~~incur ~~operating~~in ~~our~~operating our wireless network and providing service to our customers, increased compared to the three ~~and nine~~ months ended ~~September~~ March 3031, ~~2004~~ 2006. This increase is a result of ~~adding~~our ~~new~~2006 acquisitions ~~circuits~~ described ~~and~~above, ~~cell~~which ~~sites~~resulted ~~related~~in tothe ~~our~~addition of new ~~GSM/ GPRS/ EDGE~~circuits ~~network,~~ and ascell ~~well~~sites asrelated ~~increasing~~to ~~costs~~improving asour aGSM ~~result~~network ~~of providing~~coverage, ~~more~~ with ~~service~~the ~~features,~~remaining ~~such~~increase asresulting ~~handset~~from ~~insurance and wireless internet and~~ an increase in rent expense of approximately $2.4 million related to ~~our~~new ~~towers~~leases we entered ~~sold~~into onduring ~~June 30,~~2006 ~~2005~~and ~~(described below)~~2007.

For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2005~~2007, ~~roaming~~ costs decreased compared to the three and nine months ended September 30, 2004. When comparing the three months ended September 30, 2005 to the three months ended September 30, 2004, this decrease in our roaming ~~costs was~~ ~~the result of a 42.3% decrease in roaming~~ costs ~~per minute-of-use~~increased ~~as contractual rates were lower in the three months ended September 30, 2005~~ compared to the ~~same~~three ~~period in 2004, offset by a 42.4% increase in the minutes used by our customers on third-party wireless providers’ networks. When comparing the nine~~ months ended ~~September 30, 2005 to the~~ ~~nine months ended September~~ March 3031, ~~2004,~~2006. ~~this~~This ~~decrease~~increase ~~was~~is the result of a 3140.9% ~~decrease in roaming costs per minute-of-use as~~ ~~contractual rates were lower in the nine months ended September 30, 2005 compared to the same period in 2004, offset by a 40.7%~~ increase in the minutes used by our customers on third-party wireless providers’ networks. ~~With the~~ continued migration of our customer base to GSM/ GPRS/ EDGE rate plans, which promote more off-network usage, we expect our minutes-of-use by our customers on third-party wireless providers’ networks to continue to increase.

~~Cost of equipment. Our cost of equipment represents the~~ ~~costs associated with wireless equipment and accessories sold.~~ 18 Cost of equipment is impacted by the volume of equipment transactions. The volume of equipment transactions is impacted by gross subscriber additions and customer upgrades. We, like other wireless providers, have continued to use discounts on phone equipment and have continued to offer free phone promotions. As a result, we have incurred, and expect to continue to incur, losses on equipment sales. While we expect to continue these discounts and promotions, we believe that these promotions will result in increased service revenue from increases in the number of wireless subscribers and from higher-priced rate plans. With the continued migration of our customer base to GSM/ GPRS/ EDGE rate plans and the continued increases in the cost of handsets, we expect our cost of equipment to continue to increase during the remainder of 2005.

For the three and nine months ended September 30, 2005, our cost of equipment increased compared to the three and nine months ended September 30, 2004. This increase in cost of equipment is due to an increase in the number of customers upgrading to new rate plans and purchasing new handsets and an increase in gross subscriber additions. As previously noted, most of these customers are upgrading to our new GSM/ GPRS/ EDGE rate plans.

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

For the three and nine months ended September 30, 2005, our marketing and selling costs increased compared to the three and nine months ended September 30, 2004. This increase was due to an increase in advertising costs spent to promote our GSM/ GPRS/ EDGE rate plans along with an increase in commissions paid as a result of an increase in gross subscriber additions.

~~General and administrative costs. Our general and~~ ~~administrative~~ Cost ~~costs include all infrastructure costs, including~~of ~~costs for customer support, billing, collections and corporate~~ Equipment ~~administration.~~

~~For~~ Our cost of equipment represents the ~~three~~costs ~~and~~associated ~~nine~~with wireless ~~months~~equipment ~~ended~~and ~~September 30,~~accessories ~~2005,~~sold to our customers. Cost ~~general~~ of ~~and~~equipment ~~administrative~~is ~~costs~~impacted ~~increased~~by ~~slightly~~the ~~compared~~volume toof equipment transactions and upon the ~~three~~quality ~~and~~of ~~nine~~the ~~months~~handset. ~~ended~~The ~~September 30,~~volume ~~2004~~of equipment transactions is impacted by our gross customer additions and customer upgrades. ~~This~~We, like other wireless providers, have ~~increase~~ continued ~~was~~to ~~attributable~~use discounts on wireless handsets and have continued to anoffer ~~increase~~free inhandset ~~bad~~promotions. ~~debt~~As ~~expense~~a ~~and~~result, we have ~~costs~~ incurred, ~~related~~and expect to ~~the~~continue ~~restructuring~~to ofincur, ~~our~~losses ~~call~~on ~~center~~equipment ~~operations~~ sales. While we expect to continue these discounts and promotions, ~~offset~~we bybelieve ~~efficiencies~~that ~~gained~~these promotions will result in increased service revenue from ~~centralized~~an increase in the number of ~~administrative~~ wireless ~~functions~~customers and from higher priced rate plans.

~~Depreciation~~ For ~~and amortization. Our depreciation and amortization expense represents~~ the ~~costs~~three ~~associated~~months ~~with~~ended ~~the depreciation~~March 31, of2007, our ~~fixed~~cost ~~assets and the amortization~~ of ~~certain~~ ~~identifiable~~ equipment ~~intangible~~increased ~~assets.~~compared ~~However,~~to wethe dothree ~~not~~months ~~amortize our~~ended ~~wireless license acquisition costs or goodwill. Rather~~ March 31, ~~these assets are subject to periodic evaluation for impairment~~2006. ~~During 2005,~~The weincrease ~~have and continue to expect the increases~~ in ~~depreciation~~ ~~and~~cost ~~amortization, as a result~~ of ~~newly~~equipment ~~acquired~~is ~~or constructed~~due ~~assets, will mostly be offset as older assets become~~to ~~fully~~ an ~~depreciated.~~increase ~~Thus,~~in ~~for the three and nine months ended September 30, 2005,~~ our ~~depreciation~~gross ~~and~~customer ~~amortization expense~~additions ~~remained~~primarily ~~fairly~~due ~~constant compared~~ to ~~the three and nine~~our ~~months~~ 2006 ~~ended~~acquisitions ~~September 30,~~described ~~2004~~above.

~~Gain on disposition of operating assets. Our gain on~~ ~~disposition of operating assets for the three and nine months~~ Marketing ~~ended September 30, 2005, was a result of the sale~~ and ~~leaseback~~ ofSelling ~~184 of our towers on June 30, 2005. On~~Costs June 30, 2005 we recognized $0.9 million of the gain from the transaction and we deferred the remaining gain of $25.9 million, which will be recognized over the lease term of ten years. We expect to recognize a gain of approximately $2.6 million per year over the life of the lease.

Our marketing and selling costs include advertising, compensation paid to sales personnel and independent agents and all other costs to market and sell our wireless products and services. We pay commissions to sales personnel and independent dealers for new business generated and re-signing existing customers.

For the three months ended March 31, 2007, our marketing and selling costs increased compared to the three months ended March 31, 2006. The increase was primarily due to additional commissions paid for increased gross customer additions primarily due to our 2006 acquisitions described above.

General and Administrative Costs

Our general and administrative costs include all infrastructure costs, including costs for customer support, billing, collections and corporate administration.

For the three months ended March 31, 2007, our general and administrative costs remained fairly constant compared to the three months ended March 31, 2006.

Depreciation and Amortization

Our depreciation and amortization expense represents the costs associated with the depreciation of our fixed assets and the amortization of certain identifiable intangible assets. However, we do not amortize our wireless license acquisition costs or goodwill. Rather, these assets are subject to periodic evaluation for impairment. For the three months ended March 31, 2007, our depreciation and amortization expense remained fairly constant compared to the three months ended March 31, 2006.

Gain on Disposition of Operating Assets

Our gain on disposition of operating assets for the three months ended March 31, 2007 and 2006 was a result of the sale and leaseback of 205 of our towers during 2005. The deferred gain from the sale is being recognized over the lease term of ten years. We expect to recognize a gain of $2.9 million per year over the original life of the lease.

Non-Operating Results

Interest ~~expense. For the three and nine months ended~~ ~~September 30, 2005, our interest expense remained fairly~~ Expense ~~constant compared to the three and nine months ended September 30, 2004. This is the result of fixed interest rates on all of our outstanding debt.~~

~~LIQUIDITY~~ For ~~AND~~the ~~CAPITAL~~three ~~RESOURCES~~months ended March 31, 2007, our interest expense increased compared to the three months ended March 31, 2006. This is due to an increase in the average interest rate payable due to our borrowings under our previous senior secured credit facility. During the remainder of 2007, we expect interest expense to decrease due to our repurchase of approximately $714.3 million of our 10.0% senior notes due 2011 (described below) and our repayment of the entire amount owed of approximately $124.7 million plus accrued interest on our previous senior secured credit facility. On March 15, 2007, we entered into a $1.05 billion senior secured credit facility, which bears interest on a London Inter-Bank Offered Rate, or LIBOR, formula plus a spread (described below).

~~We have required, and will likely continue to require,~~ ~~substantial capital to further develop, expand and upgrade our~~ 19 wireless systems and those we may acquire. We have financed our operations through cash flows from operating activities, and when necessary, bank debt, the sale of debt securities and infusions of equity capital from our parent company, Dobson Communications Corporation. Although we cannot provide assurance, assuming successful implementation of our strategy, including the continuing development of our wireless systems and significant and sustained growth in our cash flows, we believe that our cash on hand and cash flows from operations will be sufficient to satisfy our currently expected capital expenditures, working capital and debt service obligations over the next year. The actual amount and timing of our future capital requirements and expenditures may differ materially from our estimates as a result of, among other things, the demand for our services and the regulatory, technological and competitive developments that may arise.

We may have to refinance our 10.0% senior notes at their final maturity in 2011. Sources of additional financing may include commercial bank borrowings, vendor financing and the issuance of debt securities. Some or all of these financing options may not be available to us in the future, since these resources are dependent upon our financial performance and condition, along with certain other factors that are beyond our control, such as economic events, technological changes and business trends and developments. Our parent, Dobson Communications Corporation, is not obligated to contribute equity capital or provide any other financing to our subsidiaries or to us and does not guarantee our debt. Thus, if at any time financing is not available on acceptable terms, it could have a materially adverse effect on our business and financial condition.

Tower Sale and Lease Back

We have entered into agreements to sell 204 towers to Global Towers, LLC and then lease them back under a lease with an initial ten-year term. These leases are accounted for as operating leases. On June 30, 2005, we completed the sale of 184 of these towers for approximately $30.9 million. This sale resulted in a

~~total net gain of approximately $26.8 million, of which~~ ~~$0.9 million~~ Loss ~~was recognized at June 30, 2005 and the~~from ~~remaining~~ Extinguishment ~~$25.9 million will be recognized over the life~~ of ~~the~~ ~~lease. We completed the sale of the remaining 20 towers on~~Debt October 3, 2005 and one additional tower on October 7, 2005, for approximately $2.9 million. Therefore, these remaining assets are classified as assets held for sale on our September 30, 2005 balance sheet.

For the three months ended March 31, 2007, our loss from extinguishment of debt was a result of our repurchase of approximately $714.3 million of our 10.0% senior notes due 2011 (described below) and our repayment of the entire amount owed of approximately $124.7 million plus accrued interest on our previous senior secured credit facility.

LIQUIDITY AND CAPITAL RESOURCES

We have required, and will likely continue to require, substantial capital to further develop, expand and upgrade our wireless systems and those we may acquire. We have financed our operations through cash flows from operating activities, and when necessary, bank debt, the issuance of debt securities and infusions of equity capital from our parent company, DCC. Although we cannot provide assurance, assuming successful implementation of our strategy, including the continuing development of our wireless systems and significant and sustained growth in our cash flows, we believe that our cash on hand and cash flows from operations and availability under our existing credit facility will be sufficient to satisfy our currently expected capital expenditures, working capital and debt service obligations over the next year. The actual amount and timing of our future capital requirements and expenditures may differ materially from our estimates as a result of, among other things, the demand for our services and the regulatory, technical and competitive developments that may arise.

We may have to refinance our 10.0% senior notes at their final maturity in 2011. Based upon the market rates available to us, we may have to refinance earlier than the stated maturity dates. Sources of additional financing may include commercial bank borrowings, vendor financing and the issuance of debt securities. Some or all of these financing options may not be available to us in the future, because these sources are influenced by our financial performance and condition, along with certain other factors that are beyond our control, such as economic events, technological changes and business trends and developments. Our parent, DCC, is not obligated to contribute equity capital or provide any other financing to our subsidiaries or to us and does not guarantee our debt. Thus, if at any time financing is not available on acceptable terms, it could have a materially adverse effect on our business and financial condition.

Working Capital and Net Cash Flow

At September 30, 2005, we had working capital of $56.4 million, a ratio of current assets to current liabilities of 1.9:1 and an unrestricted cash balance of $55.7 million which compares to working capital of $13.6 million, a ratio of current assets to current liabilities of 1.2:1 and an unrestricted cash balance of $41.5 million at December 31, 2004.


	March 31,			December 31,			Percentage
	2007			2006			Change
	($ in thousands)

Cash and cash equivalents	$	18,990		$	36,453			(47.9	)%
Other current assets		56,745			61,103			(7.1	)%

Total current assets		75,735			97,556			(22.4	)%

Current liabilities		82,609			111,227			(25.7	)%

Working capital	$	(6,874	)	$	(13,671	)		(49.7	)%

Ratio of current assets to current liabilities		0.9:1			0.9:1

Our net cash ~~provided~~used byin operating activities totaled approximately $324.04 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2005~~ 2007, compared to net cash provided by operating activities of approximately $80.89 million for the ~~nine~~three months ended ~~September~~ March 3031, ~~2004~~2006. The ~~increase~~decrease ~~from~~was ~~2004~~primarily due to ~~2005 was~~changes ~~primarily~~ in ~~due~~current toassets and current liabilities, partially offset by an increase in ~~our~~ operating income, which generated more cash receipts for the three months ended March 31, 2007 compared to the same period in 2006. For additional analysis of the changes impacting ~~net~~operating ~~loss~~income, see “Results of Operations for the Three ~~and Nine~~ Months Ended ~~September~~ March 3031, ~~2005~~2007 and March 31, ~~2004~~2006.” We expect that any ~~future~~ future improvements in cash provided by operating activities ~~will~~ will primarily be driven by improvements in ~~net~~operating income.

We used cash in investing activities for the ~~nine~~three months ended ~~September~~ March 3031, ~~2005~~2007 and ~~2004~~2006. Investing activities are ~~typically~~ primarily related to capital expenditures. ~~We generally use cash in investing activities. Our net cash used in investing activities for the nine months ended September 30, 2005 primarily related to capital expenditure of $36.3 million~~ and ~~our~~purchases ~~acquisition~~ of ~~Pennsylvania 4 RSA on September 13,~~wireless ~~2005,~~ licenses ~~partially offset by proceeds from our tower sale~~ and ~~leaseback~~ ~~on June 30, 2005~~properties. ~~Our~~We ~~capital~~typically ~~expenditures were $34.5 million for the nine months ended September 30, 2004. Except for the proceeds from the sale of certain towers, during 2005, we~~ expect ~~to continue to use cash in investing~~ ~~activities primarily on capital expenditures as a result of the continued development and improvement of our GSM/ GPRS/ EDGE wireless networks.~~

~~We used cash in financing activities for the nine months ended~~ ~~September 30, 2005 and 2004. Financing activities are~~ 20 typically related to proceeds from long-term debt, repayments of long-term debt, deferred financing costs associated with long-term debt and purchase of debt and equity securities. For future expected payments of long-term debt, see the “Contractual Obligations” table included in our Management’s Discussion and Analysis in our Annual Report on Form 10-K for the fiscal year ended December 31, 2004.

to use cash in investing activities for the foreseeable future as we continue to develop our network or acquire additional networks. Our net cash used in investing activities for the three months ended March 31, 2007 primarily related to capital expenditures of approximately $14.3 million. Our net cash used in investing activities for the three months ended March 31, 2006 primarily related to capital expenditures of approximately $11.0 million.

We received cash from financing activities for the three months ended March 31, 2007. Cash provided by financing activities for the three months ended March 31, 2007 primarily related to proceeds of $900.0 million from our new term loan facility, offset by the repurchase of approximately $714.3 million of our 10.0% senior notes due 2011 (described below), the repayment of the entire amount owed of approximately $124.7 million plus accrued interest on our previous senior secured credit, and the payment of transaction costs, including a tender premium in connection with the repurchase of our 10.0% senior notes of approximately $46.7 million and approximately $5.1 million related to establishing the new credit facility. Financing activities are typically related to proceeds from our credit facility and debt securities, repayments of our credit facility and debt securities, deferred financing costs associated with our credit facility and debt securities and repurchases of debt and equity securities. For future expected payments of our debt securities, see the “Contractual Obligations” table included in our Management’s Discussion and Analysis in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006.

Capital Resources

~~On August 8, 2003, we and ACC Escrow Corp., a wholly owned,~~ ~~indirect subsidiary of Dobson Communications Corporation,~~ New ~~completed~~ Credit ~~a private offering of $900.0 million aggregate~~Facility principle amount of 10.0% senior notes due 2011. These senior notes were issued at par. The net proceeds from the sale of the notes were used to (i) repay in full all amounts owing under our bank credit facility and (ii) pay a portion of the fees of our restructuring. The notes rank pari passu in right of payment with any of our existing and future senior indebtedness and are senior to all existing and future subordinated indebtedness. Dobson Communications Corporation and Dobson Cellular Systems Inc. are not guarantors of these senior notes.

In On ~~connection~~March 15, ~~with the closing of the sale of the notes~~2007, we entered into ana ~~indenture~~new ~~dated~~senior ~~August 8, 2003 with Bank of~~secured ~~Oklahoma,~~ credit ~~National~~facility ~~Association,~~consisting ~~as Trustee. The indenture contains certain covenants including, but not limited to, covenants that limit the ability~~ of ~~us and our restricted subsidiaries to~~:

• ~~incur~~a ~~indebtedness;~~7-year •$900.0 ~~incur~~million orsenior ~~assume~~secured ~~liens;~~single •draw ~~pay~~term ~~dividends~~loan ~~or make other restricted payments~~facility; • ~~impose~~a ~~dividend~~7-year or$75.0 ~~other~~million ~~payment~~senior ~~restrictions~~secured ~~affecting~~delayed ~~our~~draw ~~restricted~~term ~~subsidiaries~~loan facility; and • ~~issue~~a ~~and~~5-year ~~sell~~$75.0 ~~capital~~million ~~stock~~senior ofsecured ~~our~~revolving ~~restricted~~credit ~~subsidiaries;~~facility.

14 Interest on the credit facility is currently based on a LIBOR formula plus a spread. However, at our option, interest on the credit facility can be subject to the greater of prime rate or the federal funds effective rate plus a spread.

The delayed draw term facility may be drawn in as many as three draws at our option prior to the first anniversary after the closing of the credit facility. The revolving credit facility will be available on a revolving basis for a period of five years after the closing of the credit facility. As of March 31, 2007, $900.0 million was outstanding under this credit facility.

The credit facility is guaranteed by ACC Holdings, LLC, our holding company, and by each of our direct domestic subsidiaries (other than Alton CellTel Co Partnership) and is secured by a first priority security interest in substantially all of our tangible and intangible assets, our direct domestic subsidiaries (other than Alton CellTel Co Partnership) and ACC Holdings, LLC, as well as by a pledge of our capital stock and the capital stock of our subsidiaries.

Under specified terms and conditions, including covenant compliance, the amount available under the credit facility may be increased by an incremental facility so long as, among other things, after giving effect thereto, no default exists and (i) our ratio of (a) consolidated secured debt to (b) consolidated earnings before interest, taxes, depreciation and amortization, or EBITDA, does not exceed 5.50 to 1.00; (ii) our ratio of (a) consolidated debt to (b) consolidated EBITDA does not exceed 6.50 to 1.00; and (iii) such increase is permitted under the terms of our indentures, if any. A maintenance covenant limiting consolidated secured leverage is applicable only when extensions of credit are outstanding under the revolving credit facility.

• We ~~issue~~are ~~certain~~also ~~capital~~required ~~stock;~~to •make ~~issue~~mandatory ~~guarantees~~reductions of ~~indebtedness;~~the •credit facility ~~enter into transactions~~ with ~~affiliates;~~the •net ~~sell~~cash ~~assets;~~proceeds •received ~~engage~~from incertain issuances ~~unpermitted lines~~ of ~~business;~~debt ~~• enter into sale~~ and ~~leaseback~~upon ~~transactions;~~any ~~and~~material •sale ~~merge~~of orassets ~~consolidate~~by ~~with~~us orand our ~~transfer~~subsidiaries, ~~substantial~~subject ~~assets~~ to ~~another~~an 18-month reinvestment ~~entity~~provision.

The credit agreement contains covenants that, subject to specified exceptions, limit our ability to:


	•	make capital expenditures;

	•	sell or dispose of assets;

	•	incur additional debt;

	•	create liens;

	•	merge with or acquire other companies;

	•	pay dividends;

	•	engage in transactions with affiliates;

	•	make loans, investments, advances or stock repurchases;

	•	prepay certain debt;

	•	amend certain material agreements; and

	•	undergo a change of control.

Proceeds from our new term loan facility were used to repurchase approximately $714.3 million of our 10.0% senior notes due 2011 (described below), to repay the entire amount owed of approximately $124.7 million plus accrued interest on our previous senior secured credit facility, and to pay transaction costs, including a tender premium in connection with the repurchase of our 10.0% senior notes of approximately $46.7 million and approximately $5.1 million related to establishing the new credit facility. The revolving credit facility and delayed term loan facility are available for general corporate purposes.

10.0% senior notes

In connection with our reorganization, on August 8, 2003, ACC Escrow Corp., (now ACC) completed an offering of $900.0 million aggregate principal amount of 10.0% senior notes due 2011. These senior notes were issued at par. Interest on the notes is payable semi-annually in arrears on February 1 and August 1, commencing February 1, 2004. We may, at our option, redeem, with a premium that begins at 105% and declines to 100%, some or all of the notes at any time on or after August 1, 2007. On August 19, 2003, ACC Escrow Corp. was merged into us, and the net proceeds from the offering were used to fully repay our old bank credit facility and to pay expenses of the offering and a portion of the expenses of the restructuring. DCC and DCS are not guarantors of these senior notes.

The indenture for our 10.0% senior notes include certain covenants including, but not limited to, covenants that limit the ability of us and our restricted subsidiaries to:


	•	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.

On March 15, 2007, we repurchased $711.0 million of our 10.0% senior notes due 2011. The total consideration for each $1,000 principal amount of notes was $1,065.56, plus accrued interest. This amount included a consent fee of $30.00. In addition, on March 21, 2007, we repurchased an additional $3.3 million of our 10.0% senior notes due 2011. The total consideration for each $1,000 principal amount of notes was $1,035.56, plus accrued interest. We reported a loss from extinguishment of debt of approximately $57.5 million as a result of these repurchases. At March 31, 2007, there was $185.7 million aggregate principle amount outstanding of existing 10.0% senior notes.

On March 15, 2007, we, Highland Cellular, LLC, ACC Lease Co., LLC and ACC Holdings entered into a supplemental indenture, dated March 15, 2007, with Bank of Oklahoma, National Association, as trustee, which amended the original indenture for our 10.0% senior notes due 2011 to (i) remove the requirement in the restricted payments covenant that we maintain a debt to cash flow ratio of no greater than 5.0 to 1, (ii) permit us to redeem an aggregate principal amount of $18.1 million of our 9.5% senior subordinated notes due 2009, (iii) increase the general restricted payments basket from $20.0 million to $35.0 million in the aggregate, and (iv) permit us to replace our previous $250.0 million senior secured credit facility with the new senior secured credit facility discussed above.

Capital Expenditures and Commitments

Our capital expenditures were approximately $3614.3 million for the ~~nine~~ three months ended ~~September~~March 3031, ~~2005~~2007. We plan to spend ~~up to~~ approximately $5060.0 million for capital expenditures during ~~2005. The~~ ~~majority~~ 2007, ofas ~~these~~we ~~expected~~continue ~~expenditures~~to ~~would~~develop ~~expand~~and ~~the capacity~~improve of our GSM/ ~~GPRS/ EDGE~~ network~~, support the addition of new GSM/ GPRS/ EDGE cell sites, upgrade acquired networks, and fund certain mandates to comply with the requirements of E-911 Phase II~~.

The amount and timing of capital expenditures may vary depending on the rate at which we expand and develop our wireless systems and whether we consummate additional acquisitions. We may require additional financing for future acquisitions and to refinance our debt at its final maturities.

Contractual Obligations

We ~~are~~have ~~obligated under~~ a purchase and license agreement with Nortel Networks Corp. to ~~purchase~~make ~~approximately $29.7 million~~specified minimum purchases of GSM/ ~~GPRS/ EDGE~~ related products and services prior to ~~June~~December 931, ~~2007~~2008. ~~This obligation is our share of a total $90 million commitment of our parent Company, Dobson Communications Corporation.~~ If we fail to achieve this commitment, the agreement provides for ~~liquidated~~ liquidated damages in an amount equal to 205% of the portion of ~~the~~ ~~$29.7 million~~ the ~~that remains~~ unfulfilled commitment. As of ~~September~~ March 3031, ~~2005~~2007, ~~$15.0 million~~our exposure offor ~~this~~such ~~commitment has~~damages ~~been~~is ~~fulfilled~~approximately $0.1 million.

We On ~~completed the sale of 184 towers on June~~March 3015, ~~2005~~2007, ~~and~~ we ~~completed~~ ~~the~~entered ~~sale~~into ofa annew ~~additional 21 towers in October 2005~~$1.05 billion We senior ~~will~~secured ~~lease~~credit ~~these~~facility ~~towers~~and ~~back~~repaid ~~over~~ the ~~next~~entire ~~ten~~amount ~~years. The~~owed ~~lease~~ of ~~payments began at~~ approximately $3124.37 million ~~per~~plus ~~year and~~accrued ~~increase~~interest 3%on our aprevious ~~year~~senior ~~through~~secured ~~2015~~credit facility. InAs ~~addition, on~~of ~~September~~ March 1331, ~~2005~~2007, ~~we entered into a spectrum manager lease related to our Pennsylvania 4 RSA acquisition~~$900.0 million ~~Except~~was ~~for the~~outstanding ~~tower sale and lease back and the spectrum lease, we have~~under ~~not~~ this ~~had~~credit afacility ~~material~~(described change in the resources required for scheduled repayments of contractual obligations from the table of Contractual Cash Obligations included in Management’s Discussion and Analysis included in our Annual Report on Form 10-K for the year ended December 31, 2004above).

On March 15, 2007, we repurchased $711.0 million of our 10.0% senior notes due 2011. In addition, on March 21, 2007, we repurchased an additional $3.3 million of our 10.0% senior notes due 2011. At March 31, 2007, there was $185.7 million aggregate principal amount outstanding of existing 10.0% senior notes (described above).

Except for the items described above, we have not had a material change in the resources required for scheduled repayments of contractual obligations from the table of Contractual Cash Obligations included in Management’s Discussion and Analysis included in our Annual Report on Form 10-K for the year ended December 31, 2006.

FORWARD-LOOKING STATEMENTS

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

15 23

the Private Securities Litigation Reform Act of 1995. These plans and expectations involve a number of risks and uncertainties. Important factors that could cause actual capital expenditures, acquisition activity or our operating results to differ materially from the plans and expectations include, without limitation, ~~changes~~our substantial leverage and debt service requirements, our ability to satisfy the financial covenants of our outstanding debt instruments and to raise additional capital; our ability to manage our business successfully and to compete effectively in our wireless business against competitors with greater financial, technical, marketing and other resources; changes in end-user requirements and preferences; the development of other technologies and products that may gain more commercial acceptance than those of ours; terms in our roaming agreements; and adverse regulatory changes. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to update or revise these forward-looking statements to reflect events or circumstances after the date hereof including, without limitation, changes in our business strategy or expected capital expenditures, or to reflect the occurrence of unanticipated events.


Item 3.	*Quantitative and Qualitative Disclosures about Market Risk*

Our primary market risk relates to changes in interest rates. Market risk is the potential loss arising from adverse changes in market prices and rates, including interest rates. We do not enter into derivatives or other financial instruments for trading or speculative purposes. ~~The objective of our financial~~ risk management is to minimize the negative impact of interest rate fluctuations on our earnings and equity. At September 30, 2005, we were not involved with any derivatives or other financial instruments, and all of our outstanding long-term debt bore interest at fixed rates.

At March 31, 2007, we had $900.0 million outstanding under our senior secured credit facility. Interest on the credit facility is currently based on a LIBOR formula plus a spread. This is the only variable rate debt we had outstanding. A one-percentage point change in interest rates would change our cash interest payments on an annual basis by approximately $9.0 million.


Item 4.	*Controls and Procedures*

As Under of the ~~end of the period covered by this report, an evaluation was carried out under the~~ supervision and with the participation of our management, including our ~~principal executive~~Chief ~~officer~~Executive Officer and ~~principal~~Chief Financial ~~financial officer~~Officer, ofwe ~~the effectiveness~~evaluated of the design and operation of our ~~disclosure~~ disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of ~~under~~ the Securities Exchange Act of 1934, or the Exchange Act). as ~~Based~~ of ~~upon~~March 31, ~~that~~2007. ~~evaluation~~On the basis of this review, our management, including the ~~principal~~Chief Executive Officer (our principal executive officer) and ~~principal~~ Chief Financial Officer (our principal financial officer), concluded that ~~the~~our ~~design~~disclosure controls and ~~operation~~ procedures ofare ~~these~~designed, ~~disclosure~~and ~~controls~~are ~~and~~effective, ~~procedures~~to ~~were~~give reasonable ~~effective.~~ assurance Wethat ~~did~~the ~~not~~information ~~effect~~required ~~any~~to ~~change~~be indisclosed ~~our~~by ~~internal~~us ~~controls~~in ~~over~~ reports ~~financial~~that ~~reporting~~we ~~during~~file under the ~~quarter~~Exchange ~~ended~~Act is recorded, ~~September 30~~ processed, ~~2005~~and summarized and reported within the time periods specified in the rules and forms of the SEC and to ensure that information ~~has~~required ~~materially~~to ~~affected,~~be disclosed in the reports filed or submitted under the Exchange Act is ~~reasonable~~ ~~likely~~accumulated and communicated to ~~materially~~our ~~affect~~management, ~~our~~including ~~internal~~the ~~control~~Chief Executive Officer and ~~over~~ Chief ~~financial~~Financial ~~reporting~~Officer, in a manner that allows timely decisions regarding required disclosure.

16 There were no changes in our internal control over financial reporting during the first quarter of 2007 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

OTHER INFORMATION


Item 1.	*Legal Proceedings*

We On ~~are~~April 20, ~~not~~2007, ~~currently~~Freedom ~~aware~~Wireless, Inc. filed a lawsuit against us, DCC, DCS and Ericsson Inc. in the United States District Court for the Western District of ~~any~~Texas. ~~pending~~The lawsuit alleges that the individual and/or ~~threatened~~joint ~~litigation~~ activities ~~against~~of us and Ericsson with respect to prepaid wireless telephone products, methods, services and/or systems ~~our~~infringe ~~subsidiaries~~on certain patents that ~~could~~have been assigned to Freedom Wireless. The complaint seeks to enjoin us and Ericsson from infringing Freedom Wireless’ patents, and seeks unspecified money damages, including interest and attorney fees. Ericsson has agreed to indemnify us for certain infringement claims relating to its products and services, and has agreed to assume the defense of us, DCC and DCS in this action. We do not believe that this lawsuit will have a material ~~adverse~~ effect on our consolidated financial ~~condition~~position, results of operations or ~~cash flows~~ liquidity.

We are not currently aware of any additional pending or threatened litigation against us or our subsidiaries or that involves any of our or our subsidiaries’ property that could have a material adverse effect on our financial condition, results of operations or cash flows.


Item 1A.	*Risk Factors*

There have been no material changes in our risk factors from those disclosed in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006.


Item 2.	*Unregistered Sales of Equity Securities and Use of Proceeds*

Not applicable.


Item 3.	*Defaults Upon Senior Securities*

Not applicable.


Item 4.	*Submission of Matters to a Vote of Security Holders*

Not applicable.


Item 5.	*Other Information*

On Not ~~August 12, 2005, we entered into a new, multi-year~~applicable roaming agreement with Cingular Wireless, our primary wireless roaming partner, and amended the existing GSM operating agreement with the former AT&T Wireless entity. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — New Roaming Agreement with Cingular Wireless.”


Item 6.	*Exhibits*

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

Exhibit				Method of
Numbers			Description	Filing
	10	.1*	InterCarrier Multi-standard Roaming Agreement by and among Cingular Wireless LLC and Dobson Cellular Systems, Inc. and American Cellular Corporation dated as of August 12, 2005.		(1)[10.1]
	4	.1	Supplemental Indenture No. 4, dated March 15, 2007, to Indenture dated August 8, 2003 by and among American Cellular Corporation the Guarantors (as defined in the indenture) and Bank of Oklahoma, National Association, as trustee.	(1)[4.1]
	10	.2*1	~~Addendum~~Credit toAgreement, ~~GSM~~dated ~~Operating~~as ~~Agreement~~of byMarch ~~and~~15, ~~between~~2007 ~~New~~among ~~Cingular~~American ~~Wireless~~Cellular ~~Services~~Corporation, ~~Inc.~~the Lenders (~~f/k/a~~as ~~AT&T~~defined ~~Wireless~~therein), ~~Services~~the Subsidiary Guarantors (as defined therein), ACC Holdings, LLC, Lehman Commercial Paper Inc.), ~~Dobson~~Morgan ~~Cellular~~Stanley ~~Systems~~Senior Funding, Inc., anand ~~Oklahoma~~Bear ~~corporation~~Stearns Corporate Lending Inc., Citibank N.A. and ~~American~~Deutsche ~~Cellular~~Bank ~~Corporation~~Securities Inc., aas ~~Delaware~~co-documentation ~~corporation~~agents.	(1)[10.1]	~~(1)[10.2]~~
	31	.1	Rule 15d-14(a) Certification by our principal executive officer.		(2)
	10	.2	Guarantee and Collateral Agreement, dated March 15, 2007, by and among American Cellular Corporation, ACC Holdings, LLC, ACC Lease Co., LLC, Highland Cellular, LLC and Lehman Commercial Paper Inc., as administrative agent.	(1)[10.2]
	31	.2	Rule 15d-14(a) Certification by our principal financial officer.		(2)
	10	.3	Amended and Restated Management Agreement, dated March 15, 2007, by and between Dobson Cellular Systems, Inc., and American Cellular Corporation.	(1)[10.3]
	32	.1	Section 1350 Certification by our principal executive officer.		(2)
	31	.1	Rule 13a-14(a) Certification by our principal executive officer.	(2)
	32	.2	Section 1350 Certification by our principal financial officer.		(2)
	31	.2	Rule 13a-14(a) Certification by our principal financial officer.	(2)
	32	.1	Section 1350 Certification by our principal executive officer.	(2)
	32	.2	Section 1350 Certification by our principal financial officer.	(2)

* Confidential treatment has been requested for portions of this document.


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

(2)		Filed herewith.

(1)	Filed as an exhibit to the Current Report on Form 8-K/ A filed by Dobson Communications Corporation on August 23, 2005 as the exhibit number indicated in brackets and incorporated by reference herein.
(2)	Filed herewith.

SIGNATURES

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

~~American~~ AMERICAN ~~Cellular~~CELLULAR ~~Corporation~~CORPORATION

Date: ~~November~~May 910, ~~2005~~2007

/s/ ~~Steven~~STEVEN P. ~~Dussek Steven P. Dussek Chief Executive Officer and principal executive officer~~DUSSEK

~~Date:~~ Steven ~~November~~P. ~~9, 2005~~Dussek

~~/s/~~ Chief ~~Bruce R. Knooihuizen Bruce R. Knooihuizen~~ Executive ~~Vice President, Chief Financial~~ Officer and ~~principal financial officer~~Director

18 (principal executive officer)

Date: May 10, 2007

/s/ BRUCE R. KNOOIHUIZEN

Bruce R. Knooihuizen

Executive Vice President and Chief Financial Officer

(principal financial officer)

INDEX TO EXHIBITS

Exhibit				Method of
Numbers			Description	Filing
	10	.1*	InterCarrier Multi-standard Roaming Agreement by and among Cingular Wireless LLC and Dobson Cellular Systems, Inc. and American Cellular Corporation dated as of August 12, 2005.		(1)[10.1]
	4	.1	Supplemental Indenture No. 4, dated March 15, 2007, to Indenture dated August 8, 2003 by and among American Cellular Corporation the Guarantors (as defined in the indenture) and Bank of Oklahoma, National Association, as trustee.	(1)[4.1]
	10	.2*1	~~Addendum~~Credit toAgreement, ~~GSM~~dated ~~Operating~~as ~~Agreement~~of byMarch ~~and~~15, ~~between~~2007 ~~New~~among ~~Cingular~~American ~~Wireless~~Cellular ~~Services~~Corporation, ~~Inc.~~the Lenders (~~f/k/a~~as ~~AT&T~~defined ~~Wireless~~therein), ~~Services~~the Subsidiary Guarantors (as defined therein), ACC Holdings, LLC, Lehman Commercial Paper Inc.), ~~Dobson~~Morgan ~~Cellular~~Stanley ~~Systems~~Senior Funding, Inc., anand ~~Oklahoma~~Bear ~~corporation~~Stearns Corporate Lending Inc., Citibank N.A. and ~~American~~Deutsche ~~Cellular~~Bank ~~Corporation~~Securities Inc., aas ~~Delaware~~co-documentation ~~corporation~~agents.	(1)[10.1]	~~(1)[10.2]~~
	31	.1	Rule 15d-14(a) Certification by our principal executive officer.		(2)
	10	.2	Guarantee and Collateral Agreement, dated March 15, 2007, by and among American Cellular Corporation, ACC Holdings, LLC, ACC Lease Co., LLC, Highland Cellular, LLC and Lehman Commercial Paper Inc., as administrative agent.	(1)[10.2]
	31	.2	Rule 15d-14(a) Certification by our principal financial officer.		(2)
	10	.3	Amended and Restated Management Agreement, dated March 15, 2007, by and between Dobson Cellular Systems, Inc., and American Cellular Corporation.	(1)[10.3]
	32	.1	Section 1350 Certification by our principal executive officer.		(2)
	31	.1	Rule 13a-14(a) Certification by our principal executive officer.	(2)
	32	.2	Section 1350 Certification by our principal financial officer.		(2)
	31	.2	Rule 13a-14(a) Certification by our principal financial officer.	(2)
	32	.1	Section 1350 Certification by our principal executive officer.	(2)
	32	.2	Section 1350 Certification by our principal financial officer.	(2)

* Confidential treatment has been requested for portions of this document.


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

(2)		Filed herewith.

(1)	Filed as an exhibit to the Current Report on Form 8-K/ A filed by Dobson Communications Corporation on August 23, 2005 as the exhibit number indicated in brackets and incorporated by reference herein.
(2)	Filed herewith.

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Filing Compare · AMERICAN CELLULAR CORP /DE/