November 26, 2004

Cingular Wireless and ALLTEL Enter Into Agreement on Sale of Certain Cingular Assets

ATLANTA, Nov. 26 /PRNewswire/ -- Cingular Wireless, a joint venture between SBC Communications Inc. and BellSouth Corp. , and ALLTEL today announced they have entered into a definitive agreement on the sale of certain Cingular assets.

Under the terms of the agreement, Cingular will sell to ALLTEL former AT&T Wireless properties, including licenses, network assets, and subscribers, in the following markets: Oklahoma City and Grant, Okla.; Sherman-Denison, and Jack, Texas; Owensboro and Fulton, Ky.; Litchfield, Conn. and Yalobusha, Miss. Cingular has also agreed to sell to ALLTEL 20MHz of spectrum and the network assets formerly held by AT&T Wireless in Wichita, Kan. In addition, Cingular is selling to ALLTEL wireless spectrum in several counties in Georgia and Texas.

Through this transaction, Cingular will receive $170 million in cash from ALLTEL. In addition, the companies will swap significant partnership interests, with Cingular receiving interests in such markets as Wichita, Kan., Kansas City, Mo., Milwaukee, and several in Texas. ALLTEL, in turn, will gain more ownership in markets it manages in Michigan, north Louisiana, and Toledo, Ohio.

The transaction will allow Cingular to meet a substantial portion of the divestiture obligations imposed by the Department of Justice and Federal Communications Commission as conditions of their approval of Cingular's merger with AT&T Wireless.

Closing of the transaction agreement is contingent upon regulatory approval and is expected to occur in the first quarter of 2005.


Cingular Wireless is the largest wireless carrier in the United States, serving more than 46 million customers. Cingular, a joint venture between SBC Communications and BellSouth , has the largest digital voice and data network in the nation. Cingular is the only U.S. wireless carrier to offer Rollover(SM), the wireless plan that lets customers keep their unused monthly minutes. Details of the company are available at . Get Cingular Wireless press releases e-mailed to you automatically. Sign up at .


ALLTEL is a customer-focused communications company with more than 13 million customers and $8 billion in annual revenues. ALLTEL provides wireless, local telephone, long-distance, Internet and high-speed data services to residential and business customers in 26 states.


In addition to historical information, this press release contains forward-looking statements regarding matters that may affect our future operating results, financial position and cash flows. These statements are based on assumptions and estimates and are subject to risks and uncertainties. There are possible developments that could cause our actual results to differ materially from those forecasted or implied by our forward-looking statements. You are cautioned not to place undue reliance on these forward- looking statements, which are current only as of the date of this press release. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

While the below list of cautionary statements is not exhaustive, some factors that could affect future operating results, financial position and cash flows and could cause actual results to differ materially from those expressed or implied in the forward-looking statements are:

-- the pervasive and intensifying competition in all markets where we


-- failure to quickly realize capital and expense synergies from, and

possible dispositions associated with, the acquisition of AT&T Wireless

as a result of technical, logistical, regulatory, business and other


-- problems associated with the transition of our network to higher speed


-- slow growth of our data services due to lack of popular applications,

terminal equipment, advanced technology and other factors;

-- sluggish economic and employment conditions in the markets we serve;

-- the final outcome of FCC proceedings, including rulemakings, and

judicial review, if any, of such proceedings;

-- enactment and impact of state and federal laws, regulations and

requirements pertaining to our operations; and

-- the outcome of pending or threatened complaints and litigation.

Cingular Wireless

CONTACT: Mark Siegel of Cingular Wireless, +1-908-696-4218 (office), or+1-646-256-1277 (wireless); or Andrew Moreau of ALLTEL, +1-501-905-7962(office), or +1-501-690-3818 (wireless)

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