Kevin BeebeGroup President, Operations Lehman Brothers

2004 Global Wireless Conference

New York, NY

May 24, 2004

2

This presentation includes certain estimates and other forward-looking

statements, including statements with respect to anticipated operating and

financial performance, growth opportunities and growth rates, acquisition and

divestiture opportunities, and other statements of expectation. Words such as

“expects,” “anticipates,” “intends,” “plans,” “believes,” “assumes,” “seeks,”

“estimates,” and “should,” and variations of these words and similar

expressions, are intended to identify these forward-looking statements.

Forward-looking statements are subject to uncertainties that could cause

actual future performance, outcomes and results to differ materially. These

statements by the Company and its management are based on estimates,

projections, beliefs and assumptions of management and are not guarantees

of future performance. The company disclaims any obligation to update or

revise any forward-looking statement based on the occurrence of future

events, the receipt of new information, or otherwise.

“Safe Harbor” Statement

3

Today’s presentation will include certain non-GAAP financial measures. I refer you to the Investor Relations section of ALLTEL’s Web site where the company has posted additional information regarding these non-GAAP financial measures, including a reconciliation of each such measure to the most directly comparable GAAP measure. The company’s Web site is located at www.alltel.com.

Regulation G Disclaimer

4

Agenda

• Industry Perspective

• Strategic Model

• Track Record of Financial Performance

• Track Record of Shareholder Returns

• Wireless Business – 1Q 04 Results

• Wireline Business – 1Q 04 Results

• Summary – Why Invest in ALLTEL

5

Industry PerspectiveWireless and Broadband are the Growth Drivers in Telecom

0

50

100

150

200

250

300

350

400

450

500

1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010

Wireline access lines CLEC/ UNE lines DSL lines

Cable Modem lines Cable Telephony access lines Wireless subscribers

Cu

sto

me

r L

ine

s (M

)

Sources: FCC, CTIA, NCTA, Telecomweb, UBS, Goldman Sachs, Merrill Lynch.

6

Strategic Model – Access is KeyPositions ALLTEL for Telecom Industry Evolution and Shareholder Value

OPERATIONAL FOCUS

• Point of Sale Experience

• Customer Service Experience

• Network Quality Experience

FINANCIAL DISCIPLINE

• Invest in Businesses Not Products

• Best Customer/Best Price

• Stay Relevant

OPPORTUNISTIC GROWTH

• Focus on Free Cash Flow

• Operational “Fit”

• Think Long-Term (5+ years)

7

• 1998 –360 Communications - $6.1B– Added 2.6M wireless customers

• 1999 – Aliant Communications and Liberty Cellular - $2.4B– Added 300K access lines and 440K wireless customers

• 2000 – Verizon Property Swap and Roaming Deal - $600M– Added 700K net wireless customers

• 2002 – Verizon Kentucky Wireline - $1.9B– Added 600K access lines

• 2002 – CenturyTel Wireless Business - $1.6B– Added 700K wireless customers

• 2003 – Sale of Information Services business to Fidelity National - $1.05B

Strategic ModelDisciplined Approach to Transactions to Better Position the Business

Transaction Strategy Has Improved the Business Mix

8

Strong Balance SheetALLTEL Has One of the Strongest Credit Profiles in the Telecom Industry

• Well capitalized balance sheet– A1 / Prime-1 / F1* Commercial Paper ratings– A / A2 / A* long-term credit ratings

• Net Debt / OIBDA 1.3X(1)

• Net Debt / Total Cap 34%

Source: Wall Street equity research and company filings.Note : Assumes 80% equity credit for AT, CZN and CTL Equity Units*S&P / Moody’s / Fitch, respectively.(1) From current businesses as of 1Q’04 – OIBDA defined as operating income before depreciation and amortization.

0.0

0.5

1.0

1.5

2.0

2.5

3.0

3.5

4.0

4.5

5.0

S&P Credit Rating

1Q04 Net Debt/OIBDA

AT

SBC

BLSVZ

TDS

USM

T

CTL

AWE

FON

CZN

RCCC

NXTL

Q

CCC+

B B+ BBB- BBB A- A A+B- BB- BB BB+ BBB+

AA-

9

Track Record of Results Strategic Model Driving Consistent Growth

$5.6$6.3 $6.6

$7.1$8.0

1999 2000 2001 2002 2003

Revenue ($bn)1

$2.33 $2.44$2.59

$2.94 $3.05

1999 2000 2001 2002 2003

Earnings per Share1

$1.24$1.29 $1.33 $1.37

$1.42

1999 2000 2001 2002 2003

Dividends per Share

1 From Current Businesses

Operating Income Before Depreciation and Amortization ($bn)1

$2.3 $2.5 $2.7 $2.9$3.2

1999 2000 2001 2002 2003

CAGR = 9.3% CAGR = 8.6%

CAGR = 7.0% CAGR = 3.4%

10

0

200

400

600

800

1,000

1,200

1999 2000 2001 2002 20038%

12%

16%

20%

24%

28%

32%

Equity Free Cash Flow CAPEX as a % of Revenues

Millions % of Revenues

$

Track Record of Results Strategic Model Driving Strong and Growing Equity Free Cash Flow

CAGR = 17.6%

Over $1B in Equity Free

Cash Flow in 2003

1 Equity Free Cash Flow defined as Net Income + Depreciation & Amortization - Capital Expenditures Note: From Current Businesses

1

11

Track Record of Results Strategic Model Generating Leading Total Returns(1)

Rank

5 Year 3 Year 1 Year

1

3

5

4

2

1

4

5

3

2

3

2

5

1

4

ALLTEL

BellSouth

SBC

Sprint

Verizon

Note: (1) Total return based on stock price appreciation and dividendsSource: FactSet database

12

• Quarterly dividends have been raised for 43 consecutive years– ~3% yield

• Recently announced $750M share buyback program– ~5% of shares outstanding– Authorizes repurchase over period ending 12/31/05– As of March 31, 2004

• Repurchased 4.8M shares ~$243M

• Completed ~1/3 of the Repurchase Plan

Track Record of Results Disciplined Approach to Return of Capital

13

Increased the Mix to 59% WirelessAn Integrated Telecom Company With the Highest Wireless Contribution

2003 ALLTEL

Business is well positioned for growth and free cash flow

OIBDARevenue

2003 Revenue – $8.0B

2003 OIBDA – $3.2B

Integrated Telecom Companies

Company Name

ALLTEL

Sprint

BellSouth(2)

Verizon

SBC(2)

2003 Wireless Rev

as % of Total Rev (1)

58%

48%

36%

33%

32%

(1) Source: Analyst and company reports

(2) Includes prorata share of AWE 2003 revenue assuming no divestitures.

1Q 04 Wireless Rev

as % of Total Rev (1)

59%

51%

39%

36%

32%

14

Wireless BusinessA Closer Look at the Business and 1Q 04 Highlights

As of 3/31/04

• 61 million POPs

• 8.2 million customers

• Customer Mix– Tier 1 - 36%

– Tier 2 - 34%

– Tier 3 - 30%

1Q 04 Highlights1Q 04 YOY

• Service revenue $1.12B 7%

• Retail service rev. $1.03B 8%

• ARPU $45.96 1%

• RRPU $42.56 2%

• Gross adds 737K 12%

• Post-pay churn 1.93% (11%)

• Net Adds 158K 226%

Wireless

15

45%

41%42%

46%

43%

36%

38%

40%

42%

44%

46%

48%

1Q03 2Q 03 3Q 03 4Q03 1Q04

% of Gross Adds on Total/National Freedom Rate Plans

Wireless BusinessNational Plans and MOU Growth Driving RRPU

334

432

1Q03 1Q04

MOU (Minutes of Use) Per Customer

29% Increase

Retail Revenue Per Unit (RRPU)Year Over Year

$42.56$41.79

$35

$40

$45

1Q03 1Q04

2% Increase

Strong National plan sales and MOU growth driving RRPU

16

Wireless BusinessData Usage Continues to Grow

0.0%

1.0%

2.0%

3.0%

1Q03 1Q04

Wireless Data Revenue as % of ARPU

163% Increase

YOY

Data Revenue Being Driven By:

• Application Downloads

• Ringtones

• Text Messaging

2004 Plans:

• Further expand 1X data footprint

• Launch EV-DO in several markets by year-end

17

Wireless BusinessQuantity and Quality of Gross Adds are Improving

550

600

650

700

750

1Q03 1Q04

Gross Adds Quarter Over Quarterin thousands

1Q03 1Q04

Post Pay as Percentage of Total Gross

The quantity and quality of gross adds continue to improve

14

1211

9 9

6

VerizonWireless

ALLTEL Cingular AT&TWireless

Sprint PCS Nextel

On a relative basis… ALLTEL is capturing its fair share of gross adds

1Q04 Gross Adds Per 1K Pops (1)

(1) Source: Analyst and company reports

12% Increase

YOY

13% Increase

YOY

Best Gross Add quarter in

company history

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Wireless BusinessRecord Gross Adds and Improving Churn Driving Customer Growth

2.16%

1.93%

2.66%

2.40%

1.50%

2.00%

2.50%

3.00%

1Q03 1Q04

Post Pay Churn Total Churn

Post Pay / Total Churn

26 bp Decline

Net Adds

157,741

48,331

25,000

75,000

125,000

175,000

1Q03 1Q04

226% Increase

Record Gross Adds and Improving Churn Driving Customer Growth

550

600

650

700

750

1Q03 1Q04

Gross Adds Quarter Over Quarterin thousands

12% Increase

YOY

23 bp Decline

• Improving service levels• Competitive pricing plans • Proactive retention efforts

19

37.9%

34.8%

1Q03 OIBDA 1Q04 OIBDA

Wireless BusinessIndustry Leading Cost Structure

• OIBDA Margins1:– Gross Adds up 12% yoy putting pressure on

margins– Increased retention spending also putting

pressure on margins, but significantly improving post pay churn

– 29% MOU growth yoy

1OIBDA defined as operating income before depreciation and amortization (measured on service revenues).

Cash Costs per Customer*

*Excludes acquisition costsSource: Analyst and company reports

$21 $21

$23

$26

$30

$32

$0

$5

$10

$15

$20

$25

$30

$35

ALLTEL Verizon Cingular Nextel Sprint PCS AT&TWirless

Quality customer growth and retention putting near-term pressure on margins, but we are still industry leaders in cash costs per customer

20

Cingular/AWE(1)

Verizon

Sprint(2)

T-Mobile

Nextel

ALLTEL

2003 Comparison to Wireless PeersRevenue and Income Metrics Per Customer

Source: Analyst and company reports1 Estimates for Cingular/AWE assuming no divestitures2 Excludes affiliates3 Customers as of 12/31/03 Note: Expense categories exclude one-time charges.

Penetration of covered PoPs

16.7%

13.6%

8.3%

5.9%

6.5%

13.3%

Customers(In Millions)(3)

46.0

37.5

17.5

13.1

12.9

8.0

Market Share %(3)

30%

24%

11%

8%

8%

5%

ARPU(Service Rev)

$54

$49

$61

$53

$69

$48

CCPU(Exc Acq Costs)

$28

$21

$31

$26

$26

$21

Acq Cost Per Customer

$10

$9

$12

$16

$14

$9

Depr/AmorPer Customer

$10

$10

$14

$10

$13

$8

Monthly Op. Income

Per Customer

$6

$9

$4

$1

$16

$11

SCALE IS LOCAL

21

Wireless Business ALLTEL Launched Touch2Talk – A Very Competitive “Push-to-Talk” Offering

• Launched in two stages– Half of our markets in late January– Half of our markets in late March

• Added over 50,000 customers in 1Q 04– Most were existing customers– Most purchased $20 unlimited plan

Benefits/Initial Customer Reaction• Broad Coverage (Available on IS-95 Digital Network)

• Minimal Latency – Call setup in 2 to 3 seconds

– Intra-call in as low as 150 milliseconds

• Robust Functionality– Use handset to set up group and add users to group

– Easily toggle between T2T call and wireless call

Pricing$5/month – 100 minutes private T2T

$10/month – 500 minutes private T2T

$20/month – unlimited minutes private T2T

22

Wireline BusinessA Closer Look at the Business and 1Q 04 Highlights

As of 3/31/03

• Approximately 3.1 million customer lines

• Approximately 50% of wireline access lines overlap wireless service areas

WirelessWirelineNational Calling Areas Cover All 50 States

1Q 04 Highlights1Q 04 YOY

• ARPU $64.62 1%

• Segment income $228M 2%

• DSL net adds 21K 22%

23

Wireline BusinessAccess Lines Decline Slightly, But ARPU Increases

Access Lines

3,000,000

3,050,000

3,100,000

3,150,000

3,200,000

1Q03 1Q04

Primary reasons for decline• Wireless substitution• Broadband

But ARPU has increased. . .

1% Increase

YOY

Feature Revenue Per Eligible Line

1Q03 1Q04

7% Increase

YOY

DSL Customers

• 9% penetration of addressable lines• Almost 90% have ALLTEL Internet Service• Almost 70% of ILEC lines DSL capable

0

50,000

100,000

150,000

200,000

1Q03 1Q04

99% Increase

YOY

2% Decline

YOY

24

2003 Comparison to Wireline PeersRevenue and Income Metrics Per Customer

Source: Analyst and company reports

SCALE IS LOCAL

Customers(In Millions) ARPU CCPU

Monthly Op. Income

Per Customer

Verizon 56.8 $58 $34 $11

SBC 55.9 $54 $37 $6

BellSouth 21.7 $71 $38 $19

Qwest 16.6 $68 $39 $18

Sprint 8.0 $64 $34 $19

ALLTEL 3.1 $65 $27 $23

CenturyTel 2.4 $72 $32 $24

25

Summary - Why Invest in ALLTEL?

• Integrated telecom with highest relative contribution from wireless in the industry

• Solid balance sheet

• Strong equity free cash flow– Over $1B in 2003 – 25% increase yoy

– $328M in 1Q 04 – 13% increase yoy

• ~3% dividend yield, 750M share repurchase plan ongoing (1/3 completed)

• Wireless Business – improving quality/ quantity of customer growth, significantly improving retention, and industry leading cash cost per user

• Wireline Business – higher DSL penetration, growing feature revenues, and industry leading cash cost per user

26

Reconciliation of Non-GAAP Financial Measures for the years ended December 31, 2003, 2002, 2001, 2000 and 1999:

Revenues and sales from Current Businesses(Dollars in millions) 2003 2002 2001 2000 1999Revenues and sales under GAAP 7,979.9$ 7,112.4$ 6,615.7$ 6,308.9$ 5,634.9$ Items excluded from measuring results from current businesses: Litigation settlement - - - 11.5 - Revenues and sales from current businesses 7,979.9$ 7,112.4$ 6,615.7$ 6,320.4$ 5,634.9$

OIBDA from Current Businesses(Dollars in millions) 2003 2002 2001 2000 1999Operating income under GAAP 1,898.0$ 1,719.6$ 1,548.7$ 1,536.2$ 1,386.6$ Items excluded from measuring results from current businesses: Write-down of receivables due to interexchange carrier's bankruptcy filing - 14.0 - - - Litigation settlement - - - 11.5 - Merger and integration expenses and other charges 19.0 69.9 76.3 15.3 90.5 Operating income from current businesses 1,917.0 1,803.5 1,625.0 1,563.0 1,477.1 Depreciation and amortization expense 1,247.7 1,095.5 1,082.0 903.7 777.5 OIBDA from current businesses 3,164.7$ 2,899.0$ 2,707.0$ 2,466.7$ 2,254.6$

Diluted Earnings per Share from Current Businesses2003 2002 2001 2000 1999

Diluted earnings per share under GAAP $4.25 $2.96 $3.40 $6.08 $2.47Items excluded from measuring results from current businesses, net of tax: Write-down of receivables due to interexchange carrier's bankruptcy filing - .03 - - - Net financing costs related to prefunding the Company's wireline and wireless acquisitions - .05 - - - Litigation settlement - - - .02 - Merger and integration expenses and other charges .04 .14 .14 .02 .20 Provision to reduce carrying value of certain assets - - - - - Gain on disposal of assets (.06) (.03) (.68) (3.57) (.08) Write-down of investments .01 .03 - .03 - Termination fees on early retirement of long-term debt .01 - .01 - - Discontinued operations (1.15) (.24) (.22) (.26) (.26) Cumulative effect of accounting change (.05) - (.06) .12 - Diluted earnings per share from current businesses $3.05 $2.94 $2.59 $2.44 $2.33

For the years ended December 31

For the years ended December 31

For the years ended December 31

27

Reconciliation of Non-GAAP Financial Measures for the years ended December 31, 2003, 2002, 2001, 2000 and 1999:

Equity Free Cash Flow(Dollars in millions) 2003 2002 2001 2000 1999Net cash provided from operations 2,474.7$ 2,392.2$ 1,882.1$ 1,428.9$ 1,378.5$ Adjustments to reconcile to net income under GAAP: Income from discontinued operations 361.0 74.2 69.5 82.7 83.9 Cumulative effect of accounting change 15.6 - 19.5 (36.6) - Depreciation and amortization expense (1,247.7) (1,095.5) (1,082.0) (903.7) (777.5) Provision for doubtful accounts (184.7) (265.9) (138.4) (110.7) (90.3) Non-cash portion of integration expenses and other charges (13.2) (12.6) (37.7) (1.6) (9.8) Gain on disposal of assets 31.0 17.4 357.6 1,943.5 43.1 Write-down of investments (6.0) (16.4) - (15.0) - Increase in deferred income taxes (225.0) (357.6) (190.4) (131.0) (27.5) Other non-cash changes, net 11.4 25.6 8.7 35.8 1.5 Changes in operating assets and liabilities, net of the effects of acquisitions and dispositions 113.0 162.9 178.1 (363.5) 181.7 Net income under GAAP 1,330.1 924.3 1,067.0 1,928.8 783.6 Adjustments to reconcile to net income from current businesses: Write-down of receivables due to interexchange carrier's bankruptcy filing, net of tax - 8.7 - - - Net financing costs related to prefunding the Company's wireline and wireless acquisitions, net of tax - 16.3 - - - Litigation settlement, net of tax - - - 7.0 - Merger and integration expenses and other charges, net of tax 11.5 42.3 45.3 9.1 66.1 Gain on disposal of assets, net of tax (18.9) (10.6) (214.4) (1,133.5) (27.2) Write-down of investments, net of tax 3.9 10.1 - 9.2 - Termination fees on early retirement of long-term debt, net of tax 4.4 - 1.7 - - Income from discontinued operations, net of tax (361.0) (74.2) (69.5) (82.7) (83.9) Cumulative effect of accounting change, net of tax (15.6) - (19.5) 36.6 - Net income from current businesses 954.4$ 916.9$ 810.6$ 774.5$ 738.6$ Adjustments to reconcile to equity free cash flow from current businesses: Depreciation and amortization expense 1,247.7 1,095.5 1,082.0 903.7 777.5 Capital expenditures (1,137.7) (1,154.8) (1,170.1) (1,120.2) (968.0) Capitalized software development costs (56.7) (58.4) (80.5) (47.6) (20.9) Equity free cash flow from current businesses 1,007.7$ 799.2$ 642.0$ 510.4$ 527.2$

Capital Expenditures as a Percent of Total Revenues and Sales:(Dollars in millions) 2003 2002 2001 2000 1999Capital expenditures 1,194.4$ 1,213.2$ 1,250.6$ 1,167.8$ 988.9$ Total revenues and sales from current businesses 7,979.9 7,112.4 6,615.7 6,320.4 5,634.9 Capital expenditures as a percent of total revenues and sales 15.0% 17.1% 18.9% 18.5% 17.5%

For the years ended December 31

For the years ended December 31

28

Reconciliation of Non-GAAP Financial Measures for the three months ended March 31, 2004 and 2003:

Wireless Service Revenue Margin(Dollars in millions) 2004 2003Wireless segment income under GAAP (A) 210.9$ 236.0$ Wireless service revenues (B) 1,115.5$ 1,047.0$ Wireless service revenue margin (A) / (B) 18.9% 22.5%

Wireless OIBDA Service Revenue Margin(Dollars in millions) 2004 2003Wireless segment income under GAAP 210.9$ 236.0$ Depreciation and amortization expense 177.5 161.1 Wireless OIBDA (A) 388.4$ 397.1$

Wireless service revenues (B) 1,115.5$ 1,047.0$ Wireless OIBDA service revenue margin (A) / (B) 34.8% 37.9%

29

Reconciliation of Non-GAAP Financial Measures for the three months ended March 31, 2004 and 2003:

Equity Free Cash Flow(Dollars in millions) 2004 2003Net cash provided from operations 551.5$ 546.8$ Adjustments to reconcile to net income under GAAP: Income from discontinued operations - 37.1 Cumulative effect of accounting change - 15.6 Depreciation and amortization expense (321.3) (303.5) Provision for doubtful accounts (42.6) (52.8) Non-cash portion of integration expenses and other charges (25.6) - Increase in deferred income taxes (72.1) (78.0) Other non-cash changes, net 2.9 1.8 Changes in operating assets and liabilities, net of the effects of acquisitions and dispositions 97.0 113.3 Net income under GAAP 189.8 280.3 Restructuring and other charges, net of tax 31.7 - Income from discontinued operations, net of tax - (37.1) Cumulative effect of accounting change, net of tax - (15.6) Net income from current businesses 221.5 227.6 Adjustments to reconcile to equity free cash flow from current businesses: Depreciation and amortization expense 321.3 303.5 Capital expenditures (215.2) (241.3) Equity free cash flow from current businesses 327.6$ 289.8$

30

Other Reconciliations of Non-GAAP Financial Measures

Net Debt to Operating Incomefor the year ended December 31, 2003(Dollars in millions)Long-term debt, including current maturities 5,858.4$ Cash and short-term investments (657.8) Net debt 5,200.6$ Assumed conversion of equity units (80% of $1,385.0) (1,108.0) Adjusted net debt (A) 4,092.6$

Operating income under GAAP (B) 1,898.0$ Net debt to operating income (A) / (B) 2.2

Net Debt to OIBDA from Current Businessesfor the year ended December 31, 2003(Dollars in millions)Adjusted net debt (see above) (A) 4,092.6$

OIBDA from current businesses (B) 3,164.7$ Net debt to OIBDA from current businesses (A) / (B) 1.3

Debt to Equity Ratio Under GAAP as of December 31, 2003(Dollars in millions)Long-term debt, including current maturities (A) 5,858.4$ Total shareholders equity (A) 7,022.2 Total debt and equity (B) 12,880.6$ Debt to equity ratio under GAAP (A) / (B) 45%

Net Debt to Total Capitalization as of December 31, 2003(Dollars in millions)Long-term debt, including current maturities 5,858.4$ Cash and short-term investments (657.8) Net debt 5,200.6$ Assumed conversion of equity units (80% of $1,385.0) (1,108.0) Adjusted net debt (A) 4,092.6$

Net debt 5,200.6$ Total shareholders' equity (A) 7,022.2 Total capitalization (B) 12,222.8$ Net debt to total capitalization (A) / (B) 33%