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VERIZON WIRELESS COMPLETES PURCHASE OF ALLTEL; CREATES NATION’S LARGEST WIRELESS CARRIER

Acquisition Will Expand Nation’s Most Reliable Wireless Network and Deliver Advanced

Wireless Broadband Network to Millions More Customers Across the United States

BASKING RIDGE, N.J. – Verizon Wireless, a joint venture of Verizon Communications (NYSE: VZ) and Vodafone (NYSE LSE: VOD), announced today it has completed its purchase of Alltel Corporation from Atlantis Holdings LLC. Consistent with the terms of the transaction announced on June 5, 2008, Verizon Wireless paid approximately $5.9 billion for the equity of Alltel. Immediately prior to the closing, the Alltel debt associated with the transaction, net of cash, was approximately $22.2 billion.
The acquisition expands Verizon Wireless’ network coverage to approximately 290 million people, nearly the entire United States population, and increases the company’s customers by 12.9 million, after conforming adjustments and before required divestitures, making it the largest wireless carrier in the country with more than 83.7 million total customers, based on third quarter 2008 reported results from both companies. Approximately 2.1 million of those total customers are in markets that will be divested by Verizon Wireless in the coming months, as required by the Department of Justice (DOJ) and the Federal Communications Commission (FCC) as a condition of the merger approval.
Market Integration
In markets that will be retained and combined with Verizon Wireless’ operations, the company will continue to use the Alltel brand for the next several months, as it works to integrate networks, convert billing systems and upgrade high-speed wireless broadband service. Verizon Wireless will maintain Alltel’s existing GSM networks in retained Alltel markets to continue serving the roaming needs of GSM carriers’ customers.
Alltel customers in markets to be retained will receive a letter during the next few weeks informing them about the purchase and the wide array of new and advanced services that will be available to them when they transition to Verizon Wireless, including the latest wireless data services delivered on the nation’s largest 3G high-speed wireless broadband network. In addition, when Alltel systems are upgraded in the near future, Alltel customers will have access to the largest mobile-to-mobile calling community in the country, allowing them to use their mobile-to-mobile minutes for calls with Verizon Wireless customers without using their plan minutes.
Alltel customers do not need to take any action at this time. Customers’ current service plans, prices and features, including My Circle, will remain the same throughout the transition. Verizon Wireless will notify customers, by mail, about any changes that may impact their service in the future. Since Verizon Wireless and Alltel use the same technology platform, the vast majority of customers will be able to use their current handset after the transition to Verizon Wireless. Additional information for customers is available at www.alltel.com.
Verizon Wireless will re-brand Alltel operations in the retained markets in phases, beginning in the second quarter and continuing through the third quarter of 2009, as billing conversions are completed throughout the country. During the transition period, Alltel-branded stores will remain open to serve customers.
Alltel employees below executive level will continue in their present jobs as Verizon Wireless assesses staffing needs required to best serve customers and achieve synergies.
Divestiture Markets
As a condition of the regulatory approvals by the DOJ and the FCC that were required to complete the Alltel purchase, Verizon Wireless will divest overlapping properties in 105 markets across 24 states. Alltel operations will be divested in most of these markets. Verizon Wireless will divest its own pre-merger operations in four markets, as well as the Rural Cellular Corporation (RCC) operations in southern Minnesota and western Kansas, operating under the Unicel brand, which Verizon Wireless acquired last August.
Verizon Wireless has placed licenses and assets for the markets to be divested in a management trust. The trust will continue to operate the markets under their current brands until they are sold to one or more buyers. As a result, these markets will not be integrated into Verizon Wireless operations.
Financial Information
Verizon Wireless expects to realize synergies with a net present value, after integration costs, of more than $9 billion, driven by aggregate capital and operating expense savings.
Verizon Wireless used a combination of cash generated from operations, Alltel cash, proceeds from capital markets transactions, and borrowings from lenders under credit facilities, including the borrowing, immediately prior to the acquisition, of $12.35 billion under a new 364-day credit facility, to purchase the equity of Alltel and to acquire and repay Alltel’s debt. Following the completion of a series of financing transactions later today, Alltel and its subsidiaries will have reduced the debt that is owed to third parties to approximately $2.7 billion, which is expected to decline further to approximately $2.5 billion within the next 30 days.
Verizon Wireless announced its agreement, subject to regulatory approval, to acquire Alltel in June 2008. The DOJ approved the transaction in October and the FCC approved it in early November.
EDITOR’S NOTE: A list of markets to be divested, by state and county, appears at the end of this release.

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About Verizon Wireless
Verizon Wireless operates the nation’s most reliable wireless voice and data network, serving 83.7 million customers. Headquartered in Basking Ridge, N.J., with 85,000 employees nationwide, Verizon Wireless is a joint venture of Verizon Communications (NYSE: VZ) and Vodafone (NYSE and LSE: VOD). For more information, go to: www.verizonwireless.com. To preview and request broadcast-quality video footage and high-resolution stills of Verizon Wireless operations, log on to the Verizon Wireless Multimedia Library at www.verizonwireless.com/multimedia.



Alltel Properties that will be sold

State/CMA

Counties

Alabama


Dothan AL MSA (CMA 246);
Dale, Houston

AL RSA 7 (CMA 313);
Butler, Coffee, Covington, Crenshaw, Geneva, Pike

Arizona


AZ RSA 5 (CMA 322);
Gila, Pinal

California


CA RSA 6 (CMA 341);
Inyo, Mono

Colorado


CO RSA 4 (CMA 351);
Chaffee, Custer, Fremont, Lake, Park

CO RSA 5 (CMA 352);
Cheyenne, Elbert, Kit Carson, Lincoln

CO RSA 6 (CMA 353);
Dolores, Hinsdale, La Plata, Montezuma, Ouray, San Juan, San Miguel

CO RSA 7 (CMA 354);
Alamosa, Archuleta, Conejos, Mineral, Rio Grande, Saguache

CO RSA 8 (CMA 355);
Bent, Crowley, Kiowa, Otero, Prowers

CO RSA 9 (CMA 356);
Baca, Costilla, Huerfano, Las Animas

Georgia


Albany GA MSA (CMA 261);
Dougherty, Lee

GA RSA 6 (CMA 376);
Crawford, Harris, Meriwether, Pike, Talbot, Taylor, Upson

GA RSA 7 (CMA 377);
Johnson, Laurens, Washington, Wilkinson

GA RSA 8 (CMA 37;
Bulloch, Burke, Candler, Emanuel, Glas****, Jefferson, Jenkins, Screven, Treutlen, Warren

GA RSA 9 (CMA 379);
Clay, Crisp, Dooly, Macon, Marion, Quitman, Randolph, Schley, Stewart, Sumter, Terrell, Webster

GA RSA 10 (CMA 380);
Ben Hill, Bleckley, Coffee, Dodge, Irwin, Jeff Davis, Montgomery, Pulaski, Telfair, Turner, Wheeler, Wilcox

GA RSA 12 (CMA 382);
Camden, Glynn, Liberty, Long, McIntosh, Wayne

GA RSA 13 (CMA 383);
Baker, Calhoun, Decatur, Early, Grady, Miller, Mitchell, Seminole, Thomas

Idaho


ID RSA 2 (CMA 389);
Adams, Gem, Idaho, Payette, Valley, Washington

ID RSA 3 (CMA 390);
Boise, Custer, Lemhi

Illinois


IL RSA 8 (CMA 401);
Alexander, Franklin, Jackson, Jefferson, Johnson, Massac, Perry, Pulaski, Randolph, Union, Washington, Williamson

IL RSA 9 (CMA 402);
Clay, Edwards, Gallatin, Hamilton, Hardin, Lawrence, Pope, Richland, Saline, Wabash, Wayne, White

Iowa


Sioux City IA-NE MSA (CMA 253);
Woodbury, Dakota

IA RSA 8 (CMA 419);
Crawford, Harrison, Monona, Shelby

IA RSA 16(CMA 427)
Cherokee, Lyon, O'Brien, Osceola, Plymouth, Sioux

Michigan


Muskegon MI MSA (CMA 181)
Muskegon, Oceana

Minnesota


MN RSA 1 (CMA 482);
Kittson, Marshall, Pennington, RedLake, Roseau

MN RSA 2 (CMA 483);
Beltrami, Clearwater, Lake of the Woods, Mahnomen, Norman

Montana


Billings MT MSA (CMA 26;
Yellowstone

Great Falls MT MSA (CMA 297);
Cascade

MT RSA 1 (CMA 523);
Flathead, Glacier, Lake, Lincoln, Pondera, Sanders, Teton

MT RSA 2 (CMA 524);
Blaine, Chouteau, Hill, Liberty, Toole

MT RSA 4 (CMA 526);
Daniels, Dawson, McCone, Richland, Roosevelt, Sheridan, Wibaux

MT RSA 5 (CMA 527);
Granite, Lewis and Clark, Mineral, Missoula, Powell, Rivalli

MT RSA 6 (CMA 52;
Broadwater, Deer Lodge, Jefferson, JudithBasin, Meagher, Silver Bow, Wheatland

MT RSA 7 (CMA 529);
Fergus, Golden Valley, Musselshell, Petroleum, Stillwater, Sweet Grass

MT RSA 8 (CMA 530);
Beaverhead, Gallatin, Madison, Park

MT RSA 9 (CMA 531);
Big Horn, Carbon, Rosebud, Treasure

MT RSA 10 (CMA 532);
Carter, Custer, Fallon, Powder River, Prairie

Nevada


NV RSA 2 (CMA 544);
Elko, Eureka, Lander

NV RSA 5 (CMA 547);
Lincoln, White Pine

New Mexico


Las Cruces NM MSA (CMA 285)
Dona Ana

NM RSA 1 (CMA 553);
Cibola, McKinley, Rio Arriba, San Juan, Taos

NM RSA 5 (CMA 557);
Grant, Hidalgo, Luna

NM RSA 6 (CMA 55;
Chaves, Eddy, Lee, Lincoln, Otero






North Carolina


Hickory NC MSA (CMA 166);
Alexander, Burke, Catawba

NC RSA 2 (CMA 566);
Avery, Caldwell, Mitchell, Watauga, Yancey

NC RSA 5 (CMA 569);
Anson, Montgomery, Richmond, Scotland

North Dakota


BismarckND (CMA 29;
Burleigh, Morton

Fargo-Moorehead ND-MN MSA (CMA 221);
Clay, Cass

Grand Forks ND-MN MSA (CMA 276);
Polk, Grand Forks

ND RSA 1 (CMA 580);
Burke, Divide, McLean, Mountrail, Renville, Ward, Williams

ND RSA 2 (CMA 581);
Benson, Bottineau, Cavalier, McHenry, Pierce, Ramsey, Rolette, Towner

ND RSA 3 (CMA 582);
Barnes, ****ey, Griggs, LaMoure, Nelson, Pembina, Ransom, Richland, Sargent, Steele, Traill, Walsh

ND RSA 4 (CMA 583);
Adams, Billings, Bowman, Dunn, Golden Valley, Grant, Hettinger, McKenzie, Mercer, Oliver, Sioux, Slope, Stark

ND RSA 5 (CMA 584);
Eddy, Emmons, Foster, Kidder, Logan, McIntosh, Sheridan, Stutsman, Wells

Ohio


Lima OH MSA (CMA 15;
Allen, Auglaize, Putnam, Van Wert

Mansfield OH MSA (CMA 231);
Richland

OH RSA 2 (CMA 586);
Erie, Huron, Sandusky, Seneca

OH RSA 3 (CMA 587);
Ashtabula

OH RSA 5 (CMA 589);
Crawford, Han****, Hardin, Marion, Wyandot

OH RSA 6 (CMA 590);
Ashland, Coshocton, Holmes, Knox, Licking, Morrow, Wayne

South Carolina


Anderson SC MSA (CMA 227)
Anderson

SC RSA 1 (CMA 625);
Oconee

SC RSA 2 (CMA 626);
Abbeville, Edgefield, Greenwood, Laurens, McCormick, Newberry, Saluda

SC RSA 3 (CMA 627);
Cherokee, Chester, Fairfield, Union

SC RSA 7 (CMA 631);
Allendale, Bamberg, Barnwell, Calhoun, Orangeburg

South Dakota


Rapid City SD MSA (CMA 289);
Meade, Pennington

Sioux Falls SD MSA (CMA 267);
Minnehaha

SD RSA 1 (CMA 634);
Butte, Harding, Lawrence, Perkins

SD RSA 2 (CMA 635);
Campbell, Corson, Dewey, Potter, Walworth, Ziebach

SD RSA 3 (CMA 636);
Brown, Edmunds, Faulk, McPherson, Spink

SD RSA 4 (CMA 637);
Clark, Codington, Day, Deuel, Grant, Hamlin, Marshall, Roberts

SD RSA 5 (CMA 63;
Custer, Fall River, Shannon

SD RSA 6 (CMA 639);
Bennet, Gregory, Haakon, Jackson, Jones, Lyman, Mellette, Stanley, Todd, Tripp

SD RSA 7 (CMA 640);
Aurora, Brule, Buffalo, Charles Mix, Davison, Douglas, Hand, Hughes, Hyde, Jerauld, Sully

SD RSA 8 (CMA 641);
Beadle, Brookings, Kingsbury, Lake, Miner, Moody, Sanborn

SD RSA 9 (CMA 642);
Bon Homme, Clay, Hanson, Hutchinson, Lincoln, McCook, Turner, Union, Yankton

Tennessee


TN RSA 8 (CMA 650)
Johnson

Utah


UT RSA 3 (CMA 675);
Juab, Millard, Sanpete, Sevier

UT RSA 4 (CMA 676);
Beaver, Iron, Washington

UT RSA 5 (CMA 677);
Carbon, Daggett, Duchesne, Emery, Grand, Uintah

UT RSA 6 (CMA 67;
Garfield, Kane, Piute, San Juan, Wayne

Virginia


Danville VA MSA (CMA 262);
Pittsylvania, DanvilleCity

VA RSA 1 (CMA 681);
Buchanan, ****enson, Lee, Russell, Wise, NortonCity

VA RSA 8 (CMA 68;
Amelia, Brunswick, Lunenberg, Mecklenburg, Nottoway

Wyoming


Casper WY MSA (CMA 299);
Natrona

WY RSA 1 (CMA 71;
Big Horn, Hot Springs, Park, Washakie

WY RSA 2 (CMA 719);
Campbell, Crook, Johnson, Sheridan, Weston

WY RSA 4 (CMA 721);
Albany, Goshen, Laramie, Niobrara, Platte

WY RSA 5 (CMA 722);
Converse

Verizon Wireless Properties that will be sold

Michigan


MI RSA 5 (CMA 476)
Benzie, Lake, Leelanau, Manistee, Mason, Missaukee, Osceola, Wexford

MI RSA 7 (CMA 47
Gratiot, Isabella, Mecosta, Montcalm, Newaygo

Minnesota


MN RSA 7 (CMA 48; (see also Unicel)
Chippewa, Kandiyohi, McLeod, Meeker, Nicollet, Renville, Sibley

Nebraska


NE RSA 5 (CMA 537).
Boone, Butler, Colfax, Dodge, Merrick, Nance, Platte, Polk, Saunders, Washington

Unicel (RCC) Properties that will be sold

Kansas

KS RSA 1 (CMA 42;
Cheyenne, Decatur, Rawlins, Sheridan, Sherman, Thomas
KS RSA 2 (CMA 429);
Graham, Norton, Osborne, Phillips, Rooks, Smith
KS RSA 6 (CMA 433);
Gove, Greeley, Lane, Logan, Scott, Wallace, Wichita
KS RSA 7 (CMA 434);
Barton, Ellis, Ness, Pawnee, Rush, Russell, Trego
KS RSA 11 (CMA 43;
Finney, Grant, Hamilton, Haskell, Kearny, Morton, Seward, Stanton, Stevens
KS RSA 12 (CMA 439);
Clark, Ford, Gray, Hodgeman, Meade
KS RSA 13 (CMA 440)
Barber, Comanche, Edwards, Kiowa, Pratt, Stafford
Minnesota

MN RSA 7 (CMA 48 (see also VzW)
Chippewa, Kandiyohi, McLeod, Meeker, Nicollet, Renville, Sibley
MN RSA 8 (CMA 489)
Lac qui Parle, Lincoln, Lyon, Redwood, Yellow Medicine
MN RSA 9 (CMA 490)
Brown, Cottonwood, Jackson, Martin, Murray, Nobles, Pipestone, Rock, Watonwan
MN RSA 10 (CMA 491)
Blue Earth, Faribault, Freeborn, Le Sueur, Rice, Steele, Waseca