SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED].
For the fiscal year ended December 31, 1997
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED].
For the transition period from __________ to __________
Commission file number 1-14108
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
360 Communications Company Retirement Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its executive office:
360 Communications Company
8725 W. Higgins Road
Chicago, Illinois
60631-2702
<PAGE>
360 COMMUNICATIONS COMPANY
RETIREMENT SAVINGS PLAN
1997 ANNUAL REPORT
WITH
REPORT OF INDEPENDENT AUDITORS
<PAGE>
360 COMMUNICATIONS COMPANY
RETIREMENT SAVINGS PLAN
Financial Statements and Supplemental Schedules
For the Year Ended December 31, 1997 and
March 7, 1996 (Date of Inception) to December 31, 1996
Contents
Report of Independent Auditors.................................................1
Financial Statements
Statement of Net Assets Available for Benefits With Fund Information...........2
Statement of Changes in Net Assets Available for Benefits With Fund
Information....................................................................4
Notes to Financial Statements..................................................6
Supplemental Schedules
Line 27a - Schedule of Assets Held for Investment Purposes....................12
Line 27d - Schedule of Reportable Transactions................................13
<PAGE>
Report of Independent Auditors
The Administrative Committee
360 Communications Company
We have audited the accompanying statements of net assets available for benefits
of the 360 Communications Company Retirement Savings Plan (the "Plan") as of
December 31, 1997 and 1996, and the related statement of changes in net assets
available for benefits for the year ended December 31, 1997 and from March 7,
1996 (date of inception) to December 31, 1996. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1997 and 1996, and the changes in net assets available for benefits
for the year ended December 31, 1997 and from March 7, 1996 (date of inception)
to December 31, 1996, in conformity with generally accepted accounting
principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of assets held for investment purposes as of December 31, 1997, and reportable
transactions for the year then ended, are presented for purposes of complying
with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974, and are
not a required part of the basic financial statements. The Fund Information in
the statements of net assets available for benefits and the statements of
changes in net assets available for benefits is presented for purposes of
additional analysis rather than to present the net assets available for benefits
and the changes in net assets available for benefits of each fund. The
supplemental schedules and Fund Information have been subjected to the auditing
procedures applied in our audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
Ernst & Young LLP
Chicago, Illinois
May 29, 1998
<PAGE>
<TABLE>
<CAPTION>
360 Communications Company Retirement Savings Plan
Statement of Net Assets Available
For Benefits With Fund Information
December 31, 1997
(In thousands)
Company Sprint Equity Over the Managed Loans
Stock Stock Income Magellan Counter Overseas Bond Income Receivable,
Total Fund Fund Fund Fund Fund Fund Fund Fund net
--------- --------- --------- -------- -------- -------- -------- -------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Cash $ 612 $ 324 $ 288
Investments, at Fair Value
Common Stock: Company Stock Fund,
Sprint Stock Fund 21,317 11,316 10,001
Equity Mutual Funds:
Equity Income Fund, Magellan Fund,
Over the Counter, Overseas Fund 31,167 $14,019 $11,025 $3,515 $2,608
Bond Mutual Fund: Bond Fund 2,402 $2,402
Managed Income Fund 8,504 $8,504
Loans Receivable, net 2,598 $2,598
Dividend Income Receivable 3 2 1
--------- --------- --------- -------- -------- -------- -------- -------- -------- ------------
Total Assets 66,603 11,642 10,290 14,019 11,025 3,515 2,608 2,402 8,504 2,598
Liabilities:
Benefit Claims Payable 20 20
--------- --------- --------- -------- -------- -------- -------- -------- -------- ------------
Net Assets Available for Benefits $66,583 $11,622 $10,290 $14,019 $11,025 $3,515 $2,608 $2,402 $8,504 $2,598
========= ========= ========= ======== ======== ======== ======== ======== ======== ============
See Notes to Financial Statements
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
360 Communications Company Retirement Savings Plan
Statement of Net Assets Available
For Benefits With Fund Information
December 31, 1996
(In thousands)
Company Sprint Equity Over the Managed Loans
Stock Stock Income Magellan Counter Overseas Bond Income Receivable,
Total Fund Fund Fund Fund Fund Fund Fund Fund net
-------- -------- --------- -------- --------- --------- -------- ------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investments, at Fair Value
Common Stock: Company Stock Fund,
Sprint Stock Fund $19,831 $7,087 $12,744
Equity Mutual Funds:
Equity Income Fund, Magellan Fund,
Over the Counter, Overseas Fund 15,967 $7,489 $5,499 $1,554 $1,425
Bond Mutual Fund: Bond Fund 1,054 $1,054
Managed Income Fund 6,503 $6,503
Loans Receivable, net 2,024 $2,024
-------- -------- --------- -------- --------- --------- -------- ------- -------- ------------
Net Assets Available for Benefits $45,379 $7,087 $12,744 $7,489 $5,499 $1,554 $1,425 $1,054 $6,503 $2,024
======== ======== ========= ======== ========= ========= ======== ======= ======== ============
See Notes to Financial Statements
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
360 Communications Company Retirement Savings Plan
Statement of Changes in Net Assets
Available for Benefits With Fund Information
For the Year Ended December 31, 1997
(In thousands)
Company Sprint Equity Over the Managed Loans
Stock Stock Income Magellan Counter Overseas Bond Income Receivable,
Total Fund Fund Fund Fund Fund Fund Fund Fund net
-------- --------- --------- --------- --------- --------- -------- ------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Additions
Investment Income:
Interest and dividends $ 2,479 $ - $ 224 $ 702 $ 623 $ 230 $ 122 $ 150 $ 428
Realized and unrealized
appreciation (depreciation)in
the fair value of investments 7,163 (274) 4,308 1,985 1,147 (43) 40 - -
-------- --------- --------- --------- --------- --------- -------- ------- --------
Net investment income 9,642 (274) 4,532 2,687 1,770 187 162 150 428
Contributions:
Employer contributions, net 7,086 1,860 - 1,404 1,452 528 391 762 689
Participant contributions 6,977 1,676 - 1,438 1,573 641 446 379 824
-------- --------- --------- --------- --------- --------- -------- ------- --------
Total contributions 14,063 3,536 - 2,842 3,025 1,169 837 1,141 1,513
-------- --------- --------- --------- --------- --------- -------- ------- --------
Total additions 23,705 3,262 4,532 5,529 4,795 1,356 999 1,291 1,941
Deductions
Benefit payments (3,029) (358) (456) (542) (544) (123) (123) (59) (539) $ (285)
Forfeitures - (59) (77) (60) (81) (33) (20) (15) 345 -
Loan withdrawals - (352) (244) (340) (317) (62) (75) (40) (299) 1,729
Administrative expenses (14) (2) - (3) (1) - - (1) (7) -
-------- --------- --------- --------- --------- --------- -------- ------- -------- ------------
Total deductions (3,043) (771) (777) (945) (943) (218) (218) (115) (500) 1,444
Loan repayments
Principal - 266 - 163 136 42 39 26 198 (870)
Interest 132 42 - 27 24 6 5 3 25 -
-------- --------- --------- --------- --------- --------- -------- ------- -------- ------------
132 308 - 190 160 48 44 29 223 (870)
Other transfers, net 410 (16) (61) (24) (17) 2 - - 526 -
-------- --------- --------- --------- --------- --------- -------- ------- -------- ------------
Net increase prior to
interfund transfers 21,204 2,783 3,694 4,750 3,995 1,188 825 1,205 2,190 574
Interfund transfers, net - 1,752 (6,148) 1,780 1,531 773 358 143 (189) -
-------- --------- --------- --------- --------- --------- -------- ------- -------- ------------
Net increase (decrease) 21,204 4,535 (2,454) 6,530 5,526 1,961 1,183 1,348 2,001 574
Net assets available for benefits:
Beginning of year 45,379 7,087 12,744 7,489 5,499 1,554 1,425 1,054 6,503 2,024
-------- --------- --------- --------- --------- --------- -------- ------- -------- ------------
End of year $66,583 $11,622 $10,290 $14,019 $11,025 $3,515 $2,608 $2,402 $8,504 $2,598
======== ========= ========= ========= ========= ========= ======== ======= ======== ============
See Notes to Financial Statements
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
360 Communications Company Retirement Savings Plan
Statement of Changes in Net Assets
Available for Benefits with Fund Information
March 7, 1996 (Date of Inception) to December 31, 1996
(Thousands of Dollars)
Company Sprint Equity Over the Managed Loans
Stock Stock Income Magellan Counter Overseas Bond Income Receivable,
Total Fund Fund Fund Fund Fund Fund Fund Fund net
--------- --------- --------- --------- ---------- ---------- -------- -------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investment Income:
Interest and dividends $ 1,793 $ - $ 333 $ 324 $ 620 $ 136 $ 82 $ 33 $ 265
Realized and unrealized
appreciation
(depreciation) in the
fair value of investments 1,908 162 1,436 480 (225) 18 21 16 -
--------- --------- --------- --------- ---------- ---------- -------- -------- ---------
Net Investment Income 3,701 162 1,769 804 395 154 103 49 265
Contributions:
Employer contributions, net 4,853 1,523 - 856 932 210 226 361 745
Participant contributions 4,837 1,414 1 909 1,029 256 266 198 764
--------- --------- --------- --------- ---------- ---------- -------- -------- ---------
Total contributions 9,690 2,937 1 1,765 1,961 466 492 559 1,509
--------- --------- --------- --------- ---------- ---------- -------- -------- ---------
Total additions 13,391 3,099 1,770 2,569 2,356 620 595 608 1,774
Deductions
Benefit paymets (1,144) (358) (268) (132) (128) (3) (32) (12) (161) $ (50)
Forfeitures - (25) (73) (7) (10) (1) (2) (2) 120 -
Loan withdrawals - (157) (288) (213) (167) (28) (34) (17) (332) 1,236
Administrative expenses (9) (2) 3 (2) (1) (1) - (2) (5) 1
--------- --------- --------- --------- ---------- ---------- -------- -------- --------- -----------
Total deductions (1,153) (542) (626) (354) (306) (33) (68) (33) (378) 1,187
Loan repayments
Principal - 207 - 97 81 15 21 14 141 $ (576)
Interest 89 32 - 15 14 2 3 2 21 -
--------- --------- --------- --------- ---------- ---------- -------- -------- --------- -----------
89 239 - 112 95 17 24 16 162 (576)
--------- --------- --------- --------- ---------- ---------- -------- -------- --------- -----------
Net increase (decrease)prior
to interfund transfers 12,327 2,796 1,144 2,327 2,145 604 551 591 1,558 611
Interfund transfers, net - 1,668 (1,922) 479 (215) 612 225 3 (850) -
--------- --------- --------- --------- ---------- ---------- -------- -------- --------- -----------
Net increase (decrease) 12,327 4,464 (778) 2,806 1,930 1,216 776 594 708 611
Net assets available
for benefits:
Transfer from Sprint
Retirement Savings Plan 33,052 2,623 13,522 4,683 3,569 338 649 460 5,795 1,413
--------- --------- --------- --------- ---------- ---------- -------- -------- --------- -----------
End of period $45,379 $7,087 $12,744 $7,489 $5,499 $1,554 $1,425 $1,054 $6,503 $2,024
========= ========= ========= ========= ========== ========== ======== ======== ========= ===========
See Notes to Financial Statements
</TABLE>
5
<PAGE>
360 COMMUNICATIONS COMPANY RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN
The following brief description of the 360 Communications Company Retirement
Savings Plan ("Plan") provides only general information. Participants should
refer to the Plan document and the summary plan description for more complete
information.
Background
On July 26, 1995, Sprint Corporation ("Sprint") announced that its Board of
Directors decided to pursue a tax-free spinoff of 360 Communications Company
(the "Company") to Sprint shareholders. In the Federal Communications Commission
("FCC") auction of wireless Personal Communications Services ("PCS") licenses,
Sprint Spectrum LP won the rights to several markets that overlap service
territories operated by the Company. Under FCC rules, Sprint was required to
divest or reduce its cellular holdings in certain markets to clear conflicts
with the PCS licenses awarded to Sprint Spectrum LP. For these reasons, Sprint
and its Board of Directors decided to pursue a spinoff of the cellular
operations of Sprint.
On March 7, 1996, the spinoff was consummated and the Company became a separate,
publicly traded company. Concurrent with the spinoff, a new Plan was established
by which identical investment funds were adopted and all account balances for
the Company's associates were transferred from the Sprint Retirement Savings
Plan to the Plan.
General
The Plan is a defined contribution plan established and sponsored by the Company
and is intended to qualify under Section 401(a) of the Internal Revenue Code
(the "Code").
The Plan includes a qualified cash or deferred arrangement as defined in Section
401(k) of the Code and is subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA").
Eligibility
Elective deferrals made by associates to the Plan are voluntary. Individuals
employed by the Company for more than one year and who are not represented by a
collective bargaining unit are eligible to participate. Regular full-time
employees who have attained age 35 but not yet completed one year of service are
also eligible to participate in the Plan.
6
<PAGE>
360 COMMUNICATIONS COMPANY RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN (continued)
Contributions
Participants can contribute up to 16% of their eligible pay to a pre-tax
account, provided total contributions to the pre-tax account did not exceed an
annual limitation of $9,500 for the 1997 and 1996 Plan years. The percentage
that can be contributed by participants who meet the definition of a highly
compensated employee as defined in the Code is periodically recomputed in order
to maintain compliance with the permitted disparity provisions of the Code. The
annual limitation on contributions to the pre-tax account is established under
the Code. Currently contributions are allowed to only the pre-tax account.
Subject to certain limitations and restrictions, the Plan permits participants
to make rollover contributions from other plans qualified under sections 401(a)
of the Code.
The Company makes a dollar for dollar matching contribution to the Plan.
Contributions in excess of 6% of each participant's pay are not included in this
calculation of the Company contribution. Contributions are made in cash or
Company stock with a market value equal to the Company contribution requirement.
In 1996, the Company introduced an age-related contribution referred to as the
age-progressive contribution in the Plan. This age-related contribution is
available for eligible participants in the Plan who have attained age 25 and are
employed by the Company as of the last pay period each year. Employees not
enrolled in the Plan that have completed one year of service or are age 35 or
older are still eligible for the age-progressive contribution. If an investment
election does not appear on file for eligible participants at the time the
age-progressive contribution is made, the allocation is automatically invested
in the PIMCO Total Return Bond Fund ("Bond Fund").
Investment Funds
Participants may direct their contributions into any of seven funds managed by
Fidelity Investments Institutional Services Company, Inc.: the Equity Income
Fund, Magellan Fund, Managed Income Fund, Over the Counter Fund, Bond Fund,
Overseas Fund and Company Stock Fund. Company contributions are invested in the
same investment funds as plan participant contributions.
The Bond Fund has been invested in the PIMCO Total Return Investment Fund, Inc.
The Company Stock Fund invests in 360 Communications Company common stock. The
Managed Income Fund is managed by Fidelity Management Trust Company and is
invested in a pool of investment contracts issued by various insurance companies
and banks. Since the spinoff, Company associates participating in the Plan
cannot elect to invest money into the Sprint Stock Fund. The Company
discontinued the Fund on March 31, 1998.
Participants may redirect the funds in which their current contributions are
invested each pay period. In addition, participants may also transfer existing
balances between funds on any week day, except holidays when the New York Stock
Exchange is closed. However, certain limitations do apply in that at no time can
transfers be made directly or indirectly (within 90 days) from the Managed
Income Fund to the Bond Fund. During 1997, the Managed Income Fund received a
$400,000 distribution from the bankruptcy settlement of a fund previously
available to participants under the Sprint Retirement Savings Plan.
7
<PAGE>
360 COMMUNICATIONS COMPANY RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN (continued)
The number of Plan participants in each investment fund consisted of the
following:
December 31,
----------------------------------
1997 1996
--------------- ---------------
Magellan Fund 1,735 1,267
Equity Income Fund 1,707 1,326
Managed Income Fund 1,331 1,130
Bond Fund 2,023 1,164
Overseas Fund 828 626
Company Stock Fund 2,152 2,122
Over the Counter Fund 909 545
Sprint Stock Fund 1,214 1,707
Vesting
Participants are 100% vested in their participant contribution accounts at all
times.
Participants have an immediate 100% vested right to their Company contributions
upon 5 or more years of continuous service with the Company. Earlier vesting may
occur, if while an employee of the Company, a participant: (1) attains age 65,
(2) incurs a permanent and total disability, (3) dies, or (4) receives approval
of the Company's Board of Directors under certain circumstances.
Terminating participants who do not meet these vesting guidelines forfeit the
non-vested portion of the Company contribution. Such amounts are used to offset
future Company contribution requirements.
Withdrawals
Participants may withdraw the vested value of their account when they retire,
terminate employment with the Company, reach age 59 1/2, meet "hardship"
requirements defined in the Code, or become permanently and totally disabled.
Withdrawals may also be made from the after-tax portion of their account and the
vested portion of their Company contribution account that has been held by the
Plan for two full calendar years following the year of contribution. These
withdrawals may not be made more often than twice per year. The minimum
withdrawal is the lesser of $1,000 or 50% of the amount that may be withdrawn.
Participant Loans
Participants may borrow the lower of (1) one-half of the total value of their
vested account balance, (2) $50,000 reduced by the highest outstanding balance
of the participant's loan from the Plan during the one year period ending on the
date the loan is made, or (3) the total value of their pre-tax account. The
minimum loan is $1,000. Participants may have no more than two loans outstanding
from the Plan at a time. Amounts borrowed by participants must be repaid within
5 years and no sooner than 6 months. In the event that the proceeds of the loan
are used to acquire a participant's principal residence, the maximum repayment
period may be as much as 25 years. The interest rate charged on loans is set by
an administrative committee.
8
<PAGE>
360 COMMUNICATIONS COMPANY RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN (continued)
Participant Accounts
A separate account is maintained for each participant in the Plan. Each
participant's account is adjusted for (a) Company contributions made on behalf
of the participant, (b) the participant's own contributions made to the Plan,
including rollover contributions, (c) the participant's share of any investment
income (losses), (d) withdrawals, (e) loans, (f) forfeitures of Company
contributions due to the participant's withdrawal and (g) transfers directed by
the participant from one investment fund to another.
Administration and Plan Expenses
The Plan is administered by the Administrative Committee ("Committee")
established pursuant to the Plan. Most administrative expenses are paid for by
the Company. Mutual funds offered under the Plan incur fees related to their
daily operations. These expenses are paid out of the Plan's mutual fund assets
and are reflected in their share price or dividends; they are neither billed
directly to participants nor deducted from their accounts. Certain
administrative charges for employee loans are charged to participants with
outstanding loans.
Termination
Although the Company has not expressed an intention to terminate the Plan, it
reserves the right to amend or terminate the Plan at any time. Should the Plan
terminate, the accounts of all participants will become non-forfeitable as of
the date of termination.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of the significant accounting policies of the Plan:
Valuation of Investments
Investments of the Plan are generally valued at fair market value. The fair
market value of the common stock, equity mutual funds, and the bond mutual funds
is based on the value of the last reported sale on the last business day of the
year. Loans to participants are valued at their principal balance.
Interest
Income from the investments is recorded as earned on an accrual basis.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, increases and decreases
included in the financial statements. Actual results could differ from these
estimates.
9
<PAGE>
360 COMMUNICATIONS COMPANY RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Income Tax Status
The Company received a favorable determination letter from the Internal Revenue
Service which stated that the Plan met applicable requirements of the Code and,
therefore, qualified for favorable tax treatment. As a result, no provision for
income taxes is included in these financial statements. The Plan is required to
be administered in accordance with the Plan document and the Code. The Company
is not aware of any series of events or circumstances that would adversely
impact the Plan's qualified status.
Withdrawals
Withdrawals, other than cash, are recorded at the fair market value of the
assets on the date of distribution.
Reclassifications
Certain 1996 amounts have been reclassified to conform to the presentation used
in 1997.
3. INVESTMENTS
The following table presents the cost and fair value of Plan investments that
represent 5% or more of the Plan's net assets available for benefits (in
thousands):
December 31, 1997 December 31, 1996
--------------------- ---------------------
Cost Fair Value Cost Fair Value
-------- ------------ -------- ------------
Investments at Fair Value as
Determined by Quoted Market Price:
Common Stock:
Company Stock Fund $11,228 $11,316 $6,383 $ 7,087
Sprint Stock Fund 4,568 10,001 8,012 12,744
Fidelity Equity Mutual Funds:
Magellan Fund 10,116 11,025 5,619 5,499
Equity Income Fund 11,178 14,019 7,024 7,489
Over the Counter Fund 3,556 3,515 1,539 1,554
Managed Income Fund 8,504 8,504 6,503 6,503
4. YEAR 2000
The Company believes that with modifications to existing software and
conversions to new software the year 2000 project will not pose significant
operational problems for its computer systems. The project also includes
determining whether third party service providers have reasonable plans in place
to become year 2000 compliant. The Company anticipates completing the year 2000
project no later than December 31, 1998. The Company does not expect this
project to have a material impact on Plan operations.
10
<PAGE>
360 COMMUNICATIONS COMPANY RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
5. SUBSEQUENT EVENT
Merger Agreement with ALLTEL Corporation
On March 16, 1998, the Company entered into an Agreement and Plan of Merger with
ALLTEL Corporation ("ALLTEL") and Pinnacle Merger Sub, Inc., a wholly owned
subsidiary of ALLTEL, pursuant to which each outstanding share of the Company's
common stock will be converted into the right to receive .74 of a share of
ALLTEL common stock, par value $1.00 per share. Upon consummation of the merger,
the Company will become a wholly owned subsidiary of ALLTEL. The merger may, or
may not, result in a termination of the Plan or merger of the Plan with ALLTEL's
Benefit Plan. A final determination regarding the Plan is expected to be made in
the third quarter of 1998.
11
<PAGE>
SUPPLEMENTAL SCHEDULES
<PAGE>
360 COMMUNICATIONS COMPANY
RETIREMENT SAVINGS PLAN
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1997
(In thousands, except share amounts)
Description of Assets Shares Cost Fair Value
- -------------------------------- ------------------- ----------- -----------
PIMCO Total Return Fund 226,646 $2,391 $ 2,402
Company Stock Fund 1,301,471 11,228 11,622
Fidelity Magellan Fund* 115,728 10,116 11,025
Fidelity Equity Income Fund* 267,482 11,178 14,019
Fidelity Over the Counter Fund* 105,062 3,556 3,515
Fidelity Overseas Fund* 80,134 2,579 2,608
Fidelity Managed Income Fund* 8,504,319 8,504 8,504
Sprint Stock Fund 642,321 4,568 10,290
Loans Receivable, net Loans with interest
rates of 8% and
varying maturites - 2,598
----------- -----------
Total $ 54,120 $66,583
=========== ===========
* Represents a Party-In-Interest
12
<PAGE>
<TABLE>
<CAPTION>
360 COMMUNICATIONS COMPANY
RETIREMENT SAVINGS PLAN
Line 27d - Schedule of Reportable Transactions
For the Year Ended December 31, 1997
(In thousands)
Fair
Number of Purchase Selling Market Realized
Description of Assets Transactions Price Price Cost Value Gain
- ------------------------------- ------------ -------- ------- ------ ------- ---------
Category (iii) = A series of transactions in excess of 5% of plan assets
<S> <C> <C> <C> <C> <C> <C>
Company Stock Fund 249 $7,622 $ - $7,622 $7,622 $ -
235 - 2,813 2,777 2,813 36
Fidelity Magellan Fund* 243 6,065 - 6,065 6,065 -
206 - 1,685 1,567 1,685 118
Fidelity Equity Income Fund* 244 6,152 - 6,152 6,152 -
206 - 1,607 1,398 1,607 209
Fidelity Over the Counter Fund* 209 2,524 - 2,524 2,524 -
147 - 521 507 521 14
Fidelity Managed Income Fund* 225 4,737 - 4,737 4,737 -
220 - 2,735 2,735 2,735 -
Sprint Stock Fund 226 224 - 224 224 -
225 - 6,986 3,670 6,986 3,316
<FN>
There were no category (i), (ii) or (iv) transactions during the year.
*Represents a Party-In-Interest
</FN>
</TABLE>
13
<PAGE>
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the Administrative Committee, which administers the Plan, has duly caused this
annual report to be signed on its behalf by the undersigned thereunto duly
authorized.
360 COMMUNICATIONS COMPANY
RETIREMENT SAVINGS PLAN
By: /s/ Jeffery R. Gardner
Jeffery R. Gardner
Senior Vice President - Finance
Date: June 29, 1998
14
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibits
- ------ -----------------------
23 Consent of Ernst & Young LLP.
15
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-1378) pertaining to the 360 Communications Company Retirement
Savings Plan of our report dated May 29, 1998, with respect to the financial
statements and schedules of the 360 Communications Company Retirement Savings
Plan included in this Annual Report (Form 11-K) for the period ending December
31, 1997.
Ernst & Young LLP
Chicago, Illinois
June 24, 1998
16
