SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
AMENDMENT NO. 1 TO ANNUAL REPORT FILED PURSUANT TO
SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OT 1934
Commission file number 1-4996
ALLTEL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 34-0868285
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Allied Drive, Little Rock, Arkansas 72202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (501)661-8000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock New York and Pacific
$2.06 No Par Cumulative Convertible
Preferred Stock New York and Pacific
Securities registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
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 X NO
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. (X)
Aggregate market value of voting stock held by non-affiliates as of
January 31, 1997 - $ 5,999,200,537
Common shares outstanding, January 31, 1997 - 186,745,542
DOCUMENTS INCORPORATED BY REFERENCE
Document Incorporated Into
Annual report to shareholders for the year
December 31, 1996 Parts I, II and IV
Proxy statement for the 1997 annual meeting
of stockholders Part III
The Exhibit Index is located on page 2 of this amendment.
<PAGE>
SIGNATURE
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its 1996 Annual Report on Form 10-K
as set forth in the pages attached hereto;
(list all such items, financial statements, exhibits
or other portions amended)
Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
ALLTEL CORPORATION
(Registrant)
/s/ Dennis J. Ferra
Dennis J. Ferra
Senior Vice President and Chief Financial Officer
April 28, 1997
<PAGE>
ALLTEL Corporation
Securities and Exchange Commission
Form 10-K, Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K:
3. Exhibits:
See "Exhibit Index" located on page 2 of this amendment.
1
<PAGE>
EXHIBIT INDEX
Number and Name Page
(23) Consents of experts (filed herewith). 3
(99)(a) Form 11-K information for the ALLTEL Corporation 4
Thrift Plan as of December 31, 1996 and 1995 and for the
year ended December 31, 1996 (filed herewith).
2
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders of
ALLTEL Corporation:
As independent public accountants, we hereby consent to the incorporation by
reference in the previously filed registration statements of ALLTEL Corporation
on Forms S-8 (Registration No's. 2-99523, 33-35343, 33-48476, 33-51047,
33-54175, 33-56291, 33-65199) of our report dated April 11, 1997, on our audit
of the financial statements of the ALLTEL Corporation Thrift Plan as of
December 31, 1996 and 1995 and for the year ended December 31, 1996, which
reports are incorporated by reference in this Amendment No. 1 to the 1996
ALLTEL Corporation Annual Report on Form 10-K.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Little Rock, Arkansas,
April 28, 1997.
3
EXHIBIT 99 (A)
FORM 11-K INFORMATION FOR THE
ALLTEL CORPORATION THRIFT PLAN
AS OF DECEMBER 31, 1996 AND 1995
AND FOR THE YEAR ENDED DECEMBER 31, 1996
4
<PAGE>
REQUIRED INFORMATION
The ALLTEL Corporation Thrift Plan (the "Plan") is subject to the Employee
Retirement Income Security Act of 1974.
Item 4. In lieu of the requirements of Items 1,2 and 3 of Form 11-K, the
following financial statements of the Plan are being filed as Exhibit 99(a) to
this Report:
1. Report of Independent Public Accountants
2. Statements of Net Assets Available for Benefits with Fund
Information as of December 31, 1996 and 1995
3. Statement of Changes in Net Assets Available for Benefits with Fund
Information for the year ended December 31, 1996
4. Notes to Financial Statements and Supplemental Schedules as of
December 31, 1996 and 1995
5. Schedule of Assets Held for Investment Purposes as of December 31,
1996
6. Schedule of Loans or Fixed Income Obligations as of December 31,
1996.
7. Schedule of Reportable Transactions for the year ended December 31,
1996
The Consent of Independent Public Accountants to the inclusion of the
foregoing financial statements herein is being filed as Exhibit 23 to this
Report.
5
<PAGE>
ALLTEL CORPORATION THRIFT PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
As of December 31, 1996 and 1995
TOGETHER WITH AUDITORS' REPORT
<PAGE>
ALLTEL CORPORATION THRIFT PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
as of December 31, 1996 and 1995
Report of Independent Public Accountants 1
Financial Statements:
Statements of Net Assets Available for Benefits with Fund
Information as of December 31, 1996 and 1995 2 - 3
Statement of Changes in Net Assets Available for Benefits
with Fund Information for the year ended December 31, 1996 4
Notes to Financial Statements and Supplemental Schedules 5 - 12
Supplemental Schedules:
Schedule I: Line 27a - Schedule of Assets Held for Investment
Purposes as of December 31, 1996 13
Schedule II: Line 27b - Schedule of Loans or Fixed Income
Obligations as of December 31,1996 14
Schedule III: Line 27d - Schedule of Reportable Transactions
for the year ended December 31, 1996 15 - 16
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Participants and Administrator of the
ALLTEL Corporation Thrift Plan:
We have audited the accompanying statements of net assets available for
benefits of the ALLTEL Corporation Thrift Plan (the "Plan") as of
December 31, 1996 and 1995, and the related statement of changes in net assets
available for benefits for the year ended December 31, 1996. These financial
statements and the schedules referred to below are the responsibility of the
ALLTEL Corporation Pension and Benefits Committee in its capacity as
administrator of the Plan (the "Administrator"). Our responsibility is to
express an opinion on these financial statements and schedules 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 the Administrator, 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 as of
December 31, 1996 and 1995, and the changes in its net assets available for
benefits for the year ended 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. Supplemental Schedules I, II and III
are presented for purposes of additional analysis and are not a required part
of the basic financial statements but are supplementary information required by
the Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. The Fund
Information in the statements of net assets available for benefits and the
statement of changes in net assets available for benefits is presented for
purposes of additional analysis rather than to present the net assets
available for plan benefits and changes in net assets available for plan
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.
/s/ ARTHUR ANDERSEN LLP
Little Rock, Arkansas,
April 11, 1997.
<PAGE>
<TABLE>
<CAPTION>
ALLTEL CORPORATION THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
for the year ended December 31, 1996
Fund Information (Note 2)
Participant Directed
ALLTEL BZW Barclays Global Investors, N.A.
Corporation International S&P 500 U.S. Debt Money Lifepath
Common Equity Equity Index Market 2000
Stock Fund Index Fund Index Fund Fund Fund Fund
ASSETS:
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value
(Schedule I and Note 2)
Participant directed-
ALLTEL Corporation Common Stock $24,168,602
Mutual Investment Funds $ 4,663,433 $17,894,387 $ 9,082,427 $ 529,669
Bankers Trust Pyramid Co. -
Government Investment Contract Fund
Nations Cash Reserves Capital Class
Money Market Fund 390,169 24,167 27,103 $ 1,426,316
BZW Barclays Global Investors, N.A.
Money Market Fund 28,642,304
Participant Loans
Non-participant directed-
Boatmen's Investment Services, Inc.
Money Market Fund
Total investments 24,558,771 4,663,433 17,918,554 9,109,530 30,068,620 529,669
Receivables:
Employer's contribution - - - - - -
Accrued interest and dividends 220,144 - - - 5,485 -
Due from (to) other funds 46,832 8,156 16,110 8,156 (203,667) -
Due from other plans - - - - - -
Due from broker 127,099 - - - - -
Total receivables 394,075 8,156 16,110 8,156 (198,182) 529,669
Total assets 24,952,846 4,671,589 17,934,664 9,117,686 29,870,438 529,669
LIABILITIES:
Due to broker 61,647 - - - - -
NET ASSETS AVAILABLE
FOR BENEFITS $24,891,199 $ 4,671,589 $17,934,664 $ 9,117,686 $29,870,438 $ 529,669
The accompanying notes are an integral part of this statement.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
ALLTEL CORPORATION THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION - Continued
for the year ended December 31, 1996
Fund Information (Note 2)
Participant Directed
BZW Barclays Global Investors, N.A. Fidelity Investments
LifePath LifePath LifePath LifePath Equity-
2010 2020 2030 2040 Income Magellan
Fund Fund Fund Fund Fund Fund
ASSETS:
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value
(Schedule I and Note 2)
Participant directed-
ALLTEL Corporation Common Stock
Mutual Investment Funds $ 1,875,624 $15,048,315 $ 1,466,091 $ 1,683,243 $37,188,946 $54,941,232
Bankers Trust Pyramid Co.-
Government Investment Contract Fund
Nations Cash Reserves Capital Class
Money Market Fund 82,135 29,058 205,447 213,867
BZW Barclays Global Investors, N.A.
Money Market Fund
Participant Loans
Non-participant directed-
Boatmen's Investment Services, Inc.
Money Market Fund
Total Investments 1,875,624 15,130,450 1,495,149 1,683,243 37,394,393 55,155,099
Receivables:
Employer's Contribution - - - - - -
Accrued interest and dividends - - - - - -
Due from (to) other funds - (3,432) 422 - 18,973 108,450
Due from other plans - - - - - -
Due from broker - - - - - -
Total receivables - (3,432) 422 - 18,973 108,450
Total assets 1,875,624 15,127,018 1,495,571 1,683,243 37,413,366 55,263,549
LIABILITIES:
Due to broker - - - - 18,973 108,450
NET ASSETS AVAILABLE
FOR BENEFITS $ 1,875,624 $15,127,018 $ 1,495,571 $ 1,683,243 $37,394,393 $55,155,099
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLTEL CORPORATION THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION - Continued
for the year ended December 31, 1996
Fund Information (Note 2)
Participant Directed Non-Participant
Directed
Government Boatmen's
Investment Money
Contract Participant Market
Fund Loans Other Fund Total
ASSETS:
<S> <C> <C> <C> <C> <C>
Investments, at fair value
(Schedule I and Note 2)
Participant directed-
ALLTEL Corporation Common Stock $ 24,168,602
Mutual Investment Funds 144,373,367
Bankers Trust Pyramid Co.-
Government Investment Contract Fund $ 2,975,083 2,975,083
Nations Cash Reserves Capital Class
Money Market Fund 2,081,431 4,479,693
BZW Barclays Global Investors, N.A.
Money Market Fund 28,642,304
Participant Loans $ 4,116,272 4,116,272
Non-participant directed-
Boatmen's Investment Services, Inc.
Money Market Fund $ 415,207 415,207
Total investments 5,056,514 4,116,272 - 415,207 209,170,528
Receivables:
Employer's contribution - - $ 9,219,958 - 9,219,958
Accrued interest and dividents 9,395 - - - 235,024
Due from (to) other funds - - - - -
Due from other plans - - 2,821,547 - 2,821,547
Due from broker - - - 127,099
Total receivables 9,395 - 12,041,505 - 12,403,628
Total assets 5,065,909 4,116,272 12,041,505 415,207 221,574,156
LIABILITIES:
Due to broker - - - - 189,070
NET ASSETS AVAILABLE
FOR BENEFITS $ 5,065,909 $ 4,116,272 $12,041,505 $ 415,207 $221,385,086
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLTEL CORPORATION THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
for the year ended December 31, 1995
Fund Information (Note 2)
Participant Directed
Fidelity
ALLTEL Federated Securities Corporation Investments
Corporation Automated Government Equity-
Common Government Max-Cap Stock and Securities Income
Stock Fund Money Trust Fund Bond Fund Fund Fund
ASSETS:
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value
Participant directed-
ALLTEL Corporation Common Stock $26,286,447
Mutual Investment Funds $34,896,010 $10,241,071 $16,636,043 $ 8,804,968 $22,405,794
Bankers Trust Pyramid Co. -
Government Investment Contract Fund
Nations Cash Reserve Money Market Fund 326,663 218,329 70,622 79,385 13,552 124,476
Participant Loans
Non-participant directed-
Boatmen's Investment Services, Inc.
Money Market Fund
Total investments 26,613,110 35,114,339 10,311,693 16,715,428 8,818,520 22,530,270
Receivables:
Employer's contribution - - - - - -
Accrued interest and dividends 261,228 2,867 4 3 5 -
Total receivables 261,228 2,867 4 3 5 -
Total assets 26,874,338 35,117,206 10,311,697 16,715,431 8,818,525 22,530,270
LIABILITIES:
Due to broker 4,715 6,872 47,173 33,376 46,417 96,705
NET ASSETS AVAILABLE
FOR BENEFITS $26,869,623 $35,110,334 $10,264,524 $16,682,055 $ 8,772,108 $22,433,565
The accompanying notes are an integral part of this statement.
3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLTEL CORPORATION THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION - Continued
for the year ended December 31, 1995
Fund Information (Note 2)
Participant Directed Non-Participant
Directed
Fidelity Government Boatmen's
Investments Investment Money
Magellan Contract Participant Other Market
Fund Fund Loans Fund Total
ASSETS:
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value
Participant directed-
ALLTEL Corporation Common Stock $ 26,286,447
Mutual Investment Funds $48,372,560 141,356,446
Bankers Trust Pyramid Co.-
Government Investment Contract Fund $ 4,200,696 4,200,696
Nations Cash Reserve Money Market Fund 254,652 1,042,506 2,130,185
Participant Loans $ 4,290,393 4,290,393
Non-participant directed-
Boatment's Investment Services, Inc.
Money Market Fund $ 420,345 420,345
Total investments 48,627,212 5,243,202 4,290,393 - 420,345 178,684,512
Receivables:
Employer's contribution - - - $ 3,366,900 - 3,366,900
Accrued interest and dividends - 5,353 - - 256 269,716
Total receivables - 5,353 - 3,366,900 256 3,636,616
Total assets 48,627,212 5,248,555 4,290,393 3,366,900 420,601 182,321,128
LIABILITIES:
Due to broker 184,011 - - - - 419,269
NET ASSETS AVAILABLE
FOR BENEFITS $48,443,201 $ 5,248,555 $ 4,290,393 $ 3,366,900 $ 420,601 $181,901,859
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLTEL CORPORATION THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
for the year ended December 31, 1996
Fund Information (Note 2)
Participant Directed
ALLTEL BZW Barclays Global Investors, N.A.
Corporation International S&P 500 U.S. Debt Money LifePath LifePath
Common Equity Equity Index Market 2000 2010
Stock Fund Index Fund Index Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Investment income:
Dividend income $ 883,965 $ - $ - $ - $ - $ - $ -
Interest income 15,760 - - - 546,582 - -
Net appreciation
(depreciation) in fair
value of investments 1,591,716 182,064 2,094,513 372,240 - 14,104 118,698
Total investment income 2,491,441 182,064 2,094,513 372,240 546,582 14,104 118,698
Contributions:
Employer - - - - - - -
Employee 1,323,083 320,477 987,128 322,144 842,697 27,749 103,073
Employee rollovers 167,012 38,912 91,106 87,409 87,501 - 741
Total contributions 1,490,095 359,389 1,078,234 409,553 930,198 27,749 103,814
Interfund transfers, net (2,612,751) 4,148,522 15,135,208 8,526,261 29,462,959 488,395 1,684,695
Transfers from other
plans, net (1,302,469) - - - - - -
Total additions 66,316 4,689,975 18,307,955 9,308,054 30,939,739 530,248 1,907,207
DEDUCTIONS:
Benefit payments and
withdrawals 2,044,740 18,386 373,291 190,368 1,069,301 579 31,583
Total deductions 2,044,740 18,386 373,291 190,368 1,069,301 579 31,583
Net increase (decrease) (1,978,424) 4,671,589 17,934,664 9,117,686 29,870,438 529,669 1,875,624
NET ASSETS AVAILABLE
FOR BENEFITS:
Beginning of year 26,869,623 - - - - - -
End of year $24,891,199 $ 4,671,589 $17,934,664 $ 9,117,686 $29,870,438 $ 529,669 $ 1,875,624
The accompanying notes are an integral part of this statement.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
ALLTEL CORPORATION THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION - Continued
for the year ended December 31, 1996
Fund Information (Note 2)
Participant Directed
Federated
BZW Barclays Global Investors, N.A. Fidelity Investments Government Securities
LifePath LifePath LifePath Equity- Investment Corporation
2020 2030 2040 Income Magellan Contract Max-Cap
Fund Fund Fund Loans Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Investment income:
Dividend income $ - $ - $ - $ 2,191,127 $ 8,221,107 $ - $ 110,159
Interest income 4 - - 36 52 282,793 2,187
Net appreciation
(depreciation) in fair
value of investments 1,314,881 121,652 139,366 3,649,585 (2,466,715) - 644,153
Total investment income 1,314,885 121,652 139,366 5,840,748 5,754,444 282,793 756,499
Contributions:
Employer - - - - - - -
Employee 353,743 122,051 125,418 3,760,111 5,863,651 - 1,250,099
Employee rollovers 74,257 17,783 32,980 530,848 370,616 - 65,048
Total Contributions 428,000 139,834 158,398 4,290,959 6,234,267 - 1,315,147
Interfund transsfers, net 13,831,819 1,244,611 1,385,882 7,436,424 (2,250,453) 3 (11,988,876)
Transfers from other
plans, net - - - (27,440) (21,329) - (1,190)
Total additions 15,574,704 1,506,097 1,683,646 17,540,691 9,716,929 282,796 (9,918,420)
DEDUCTIONS:
Benefit payments and
withdrawals 447,686 10,526 403 2,579,863 3,005,031 465,442 346,104
Total deductions 447,686 10,526 403 2,579,863 3,005,031 465,442 346,104
Net increase (decrease) 15,127,018 1,495,571 1,683,243 14,960,828 6,711,898 (182,646) (10,264,524)
NET ASSETS AVAILABLE
FOR BENEFITS:
Beginning of year - - - 22,433,565 48,443,201 5,248,555 10,264,524
End of year $15,127,018 $ 1,495,571 $ 1,683,243 $37,394,393 $55,155,099 $ 5,065,909 $ -
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLTEL CORPORATION THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION - Continued
for the year ended December 31, 1996
Fund Information (Note 2)
Non-Participant
Participant Directed Directed
Federated Securities Corporation Boatmen's
Stock and Automated Government Money
Bond Government Securities Participant Market
Fund Money Trust Fund Loans Other Fund Total
ADDITIONS:
<S> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Dividend income $ 449,700 $ 1,084,881 $ 303,548 $ - $ - $ - $ 13,244,487
Interest income 2,629 5,064 1,367 307,628 - 19,995 1,184,097
Net appreciation
(depreciation) in fair
value of investments 193,502 - (315,071) - - - 7,654,688
Total investment income 645,831 1,089,945 (10,156) 307,628 - 19,995 22,083,272
Contributions:
Employer - - - - 9,219,958 - 9,219,958
Employee 1,189,136 2,035,600 710,872 - - - 19,337,032
Employee rollovers 155,623 83,441 69,803 - - - 1,873,080
Total contributions 1,344,759 2,119,041 780,675 - 9,219,958 - 30,430,070
Interfund transfers, net (17,868,089) (35,900,932) (9,233,518) (126,504) (3,366,900) 3,244 -
Transfers from other
plans, net (39,824) 372,078 (40,071) 3,450 2,821,547 - 1,764,752
Total additions (15,917,323) (32,319,868) (8,503,070) 184,574 8,674,605 23,239 54,278,094
DEDUCTIONS:
Benefit payments and
withdrawals 764,732 2,790,466 269,038 358,695 - 28,633 14,794,867
Total deductions 764,732 2,790,466 269,038 358,695 - 28,633 14,794,867
Net increase (decrease) (16,682,055) (35,110,334) (8,772,108) (174,121) 8,674,605 (5,394) 39,483,227
NET ASSETS AVAILABLE
FOR BENEFITS:
Beginning of year 16,682,055 35,110,334 8,772,108 4,290,393 3,366,900 420,601 181,901,859
End of year$ $ - $ - $ - $ 4,116,272 $12,041,505 $ 415,207 $221,385,086
</TABLE>
<PAGE>
ALLTEL CORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1996 AND 1995
1. PLAN AND TRUST DESCRIPTION
The following is a brief description of the ALLTEL Corporation Thrift Plan
(the "Plan") and the administration thereof and is provided for general
information purposes only. Participants should refer to the plan document
or the summary plan description for a more complete description of the
Plan's provisions.
General
The Plan is a defined contribution employee benefit plan designed to
assist employees in planning for retirement. Prior to September 1, 1996,
the Plan covered substantially all employees of ALLTEL Information
Services, Inc. and its wholly-owned subsidiaries and employees of HWC
Distribution Corp. ALLTEL Information Services, Inc. and HWC Distribution
Corp. are wholly-owned subsidiaries of ALLTEL Corporation ("ALLTEL").
Effective September 1, 1996, participation in the Plan was revised to
include substantially all nonbargaining employees of ALLTEL and its
subsidiaries (the "Company"). Employees who are (1) covered by a
collective bargaining agreement, subject to certain limitations, (2)
leased by the Company or (3) are nonresident aliens with no U.S. income
are not eligible to participate in the Plan.
Administration
The Plan is administered by the ALLTEL Corporation Pension and Benefits
Committee (the "Administrative Committee") appointed by ALLTEL's Board
of Directors. NationsBank of Texas, N.A. (the "Trustee") is the trustee
of the Plan.
Plan Contributions
Each year, participants may contribute up to 10 percent of their pretax
annual compensation, as defined in the Plan document. Participant
contributions are subject to certain dollar limitations established by
the Internal Revenue Service ( the "IRS"), which were $9,500 for 1996
and $9,240 for 1995. Employees considered "highly compensated" as defined
in the Plan document are currently limited to contributing up to 6 percent
of their pretax annual compensation. Following the end of the Plan year,
the Company will contribute 1 percent of eligible Plan compensation to the
account of every eligible participant. A participant will receive this
nonelective employer contribution regardless of whether the participant
has elected to defer any of his/her own compensation to the Plan. To
qualify for the nonelective employer contribution, a participant must
(1) have worked at least 1,000 hours during the year for which the
contribution is being made, (2) have completed one year of service
(12 consecutive months during which at least 1,000 hours are worked) and
(3) be employed by the Company on the last business day of the year. The
nonelective employer contribution will also be made to the account of a
participant who dies, becomes disabled or qualifies for normal or early
retirement during the year.
5
<PAGE>
ALLTEL CORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES, Continued
____
In addition to the 1 percent nonelective employer contribution, employees
of ALLTEL Information Services, Inc. and its subsidiaries may receive a
matching employer contribution. The amount of the match is determined
each year by the Company. In 1996, the Company provided a basic employer
matching contribution equal to 25 percent of the first 6 percent of
eligible compensation that a participant contributed to the Plan, plus an
additional matching contribution of 6 percent on salary deferrals greater
than 3 percent but less than 6 percent of eligible plan compensation. All
employer contributions are funded annually following the Plan's year-end.
The Plan as amended and restated allows for any eligible employee who was
a participant in a plan qualified under Section 401 of the Internal
Revenue Code ("IRC") and who receives a cash distribution from such plan
to make a rollover contribution to the Plan if he/she is entitled under
Section 402 (c)(1) or Section 408 (d)(3)(A) of the IRC to rollover such
distribution to another qualified retirement plan.
Participant Accounts
Individual accounts are maintained for each of the Plan's participants to
reflect the participant's contributions and related employer nonelective
and matching contributions, as well as the participant's share of the
Plan's earnings and any related administrative expenses. Allocations of
the Plan's earnings and administrative expenses, if applicable, are based
upon participant earnings or account balances. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's vested account.
Vesting and Benefits
Participants are fully vested in their employee contributions, nonelective
and matching employer contributions and the accumulated earnings thereon.
Participants may elect upon termination of employment to defer payment of
their account balance if it exceeds $3,500. The Plan's obligation for the
undistributed net assets of former employees approximated $26,381,000 and
$10,290,000 as of December 31, 1996 and 1995, respectively. As of
December 31, 1996 and 1995, the Plan had 8,688 and 6,933 participants with
account balances, respectively. As of December 31, 1996, the number of
eligible employees entitled to receive the nonelective employer
contribution to be funded in 1997 was 11,613.
Benefit Payments
Participants or their beneficiaries, as applicable, are entitled to
receive the vested balance of their Plan account when they retire at
age 65 or later, if they become permanently disabled, upon death or upon
separation from service with the Company. The Plan permits early
retirements between ages 55 and 65 provided that required service levels
have been met. If a participant's account balance exceeds $3,500,
participants may elect to receive the distributions in a lump-sum payment,
in installment payments or a combination of both. If a participant's
account balance is equal to or less than $3,500, the account will be
distributed in a lump-sum payment. Additionally, participants may
withdraw funds, with the approval of the Administrative Committee, from
their Plan account for "hardship" reasons as defined by the IRS.
6
<PAGE>
ALLTEL CORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES, Continued
____
Plan Termination
While it has not expressed any intention to do so, the Administrative
Committee has the right to terminate the Plan. In the event that the
Plan is terminated, the interest of all affected participants shall be
fully vested and nonforfeitable as of the date of the Plan's termination,
and each participant shall be entitled to receive the entire amount of his
account balance in cash or in assets of the Plan as the Trustee shall
determine. Participants in the Plan are entitled to certain rights and
protection under the Employee Retirement Income Security Act of 1974
("ERISA").
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Financial Statement Presentation
The accompanying financial statements have been prepared on the accrual
basis of accounting. The financial statements and supplementary
Schedules I, II and III have been prepared to satisfy the reporting and
disclosure requirements of ERISA. Certain prior year amounts have been
reclassified to conform with the current year financial presentation.
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Administrative Committee to
make estimates and assumptions that affect the amount of assets,
liabilities, contributions and distributions. The estimates and
assumptions used in the accompanying financial statements are based upon
the Administrative Committee's evaluation of the relevant facts and
circumstances as of the date of the financial statements. Actual results
may differ from the estimates and assumptions used in preparing the
financial statements.
Investments
During 1996, participants directed their contributions among the following
investment options, and were allowed to change their investment elections
subject to certain restrictions imposed by the funds and the Plan.
Effective September 1, 1996, certain of the Plan's investment options were
changed to include several new investment funds managed by BZW Barclays
Global Investors, N.A. ("Barclays") and to exclude certain investment
funds managed by Federated Securities Corporation ("Federated"). A brief
description of each investment option available to plan participants
during 1996 is provided below:
ALLTEL Corporation Common Stock Fund - Contributions to this fund
are primarily used to purchase shares of ALLTEL common stock in the
open market. This fund also holds up to 5 percent of its invested
funds in cash or cash equivalents. The percentage invested in cash
or cash equivalents is determined by the Trustee.
Fidelity Equity-Income Fund - This fund seeks reasonable income by
investing in income-producing equity securities. The fund invests
in common and preferred stocks and debt securities whose yields
exceed the composite yield of the Standard & Poor's 500 Composite
Stock Price Index (the "S&P 500 Index"), have rising or above-average
dividends or have potential for future dividend growth.
Fidelity Magellan Fund - This fund seeks long-term capital
appreciation through investment in common stocks and convertible
securities of domestic, foreign and multinational companies.
7
<PAGE>
ALLTEL CORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES, Continued
____
A brief description of the nine investment funds managed by Barclays that
were added to the Plan in 1996 is as follows:
International Equity Index Fund - This fund seeks long-term capital
appreciation through investment in substantially the same common
stocks in substantially the same percentages as those that comprise
the Morgan Stanley Capital International Europe, Australia and
Far East "Free" Index (the "EAFE Index"), an index designed to
measure the aggregate performance of the stock markets of Europe,
Australia, New Zealand, and the Far East.
S&P 500 Equity Index Fund - This fund seeks long-term capital
appreciation through investment in substantially the same common
stocks and in substantially the same percentages as those that
comprise the S&P 500 Index.
U.S. Debt Index Fund - This fund seeks long-term capital
appreciation through investment in obligations issued or guaranteed
by the U.S. Government or its agencies, including mortgage-backed
securities and investment grade obligations issued by domestic and
certain foreign corporations with a remaining maturity exceeding
one year, including asset-backed securities. This fund attempts to
duplicate the total return of the Lehman Brothers Aggregate Bond
Index, an index designed to measure the aggregate performance of
the U.S. market for investment-grade debt securities.
Money Market Fund - This fund seeks maximum current income while
preserving capital through investment in money market instruments
including U.S. Government and agency obligations, bank obligations
including certificates of deposit, bankers' acceptances and time
deposits, and short-term commercial debt instruments such as
commercial paper, unsecured loan participations or variable rate
demand notes and repurchase agreements.
LifePath Funds - These funds consist of the LifePath 2000 Fund,
LifePath 2010 Fund, LifePath 2020 Fund, LifePath 2030 Fund and the
LifePath 2040 Fund. Each fund name contains a target investment date
and seeks to provide a balance of short-term stability and long-term
appreciation most appropriate for its target investment date. Each
fund invests in various classes of domestic and foreign equity and
debt securities and money market instruments. Generally, the funds
with longer time horizons invest more heavily in equity securities,
while funds with shorter time horizons invest in debt securities and
money market instruments.
Effective September 1, 1996, the investment funds managed by Federated
were closed and participants were required to reinvest their account
balances in one or more of the other investment options provided by the
Plan. If no election was made by a participant, his/her account balance
was transferred as follows:
<TABLE>
<CAPTION>
<S> <C>
Federated Investment Fund Default Account if No Election was Made
Federated Max-Cap Fund Barclays S&P 500 Equity Index Fund
Federated Automated Government Money Trust Barclays Money Market Fund
Federated Government Securities Fund Barclays U.S. Debt Index Fund
Federated Stock and Bond Fund Barclays LifePath 2020 Fund
</TABLE>
8
<PAGE>
ALLTEL CORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES, Continued
____
A brief description of the closed Federated funds is as follows:
Federated Automated Government Money Trust - Contributions to this
money market fund were principally invested in short-term United
States Treasury obligations.
Federated Max-Cap Fund - Contributions to this fund were invested in
institutional shares of the Federated Index Trust, an open-ended,
management investment company. This fund attempted to duplicate the
composition and total return of the publicly traded common stocks
comprising the S&P 500 Index.
Federated Stock and Bond Fund - Contributions to this fund were
invested in Class A shares of an open-end, diversified management
investment company. This fund invested primarily in stocks and
bonds of larger, well-established companies and direct obligations
of the United States Treasury and other governmental agencies.
Federated Government Securities Fund - Contributions to this fund
were invested primarily in United States Treasury obligations with
original maturities of two to five years.
The Plan also holds investments in two other funds, the Government
Investment Contract Fund and a Money Market Fund managed by Boatmen's
Investment Services, Inc. ("Boatmen's"). The Plan does not permit any
additional contributions or investments to be made to these funds.
Participants may elect to transfer amounts invested in the Government
Investment Contract Fund to one of the other investment options, subject
to certain restrictions imposed by the funds and the Plan. A brief
description of each of these other funds is as follows:
Government Investment Contract Fund - The assets of this fund
consist of cash and investments made in the Bankers Trust Pyramid
Open-End Government Investment Contract Fund, a commingled common
trust fund.
Boatmen's Money Market Fund - The assets of this fund are invested
in money market instruments, and may be withdrawn only at the time a
participant withdraws from the Plan.
Any excess cash in the above investment funds is automatically invested
daily by the Trustee into the Nations Cash Reserves Capital Class Money
Market Fund, a short-term investment fund. Assets consist mainly of
corporate demand notes, commercial paper and short-term U.S. Government
securities. The carrying value approximates fair value due to the
short-term maturity of these investments.
Investments are stated at their fair value as determined by the Trustee.
Securities traded on a national exchange are valued at their quoted market
price on the last business day of the year. Investment contracts are
reported at contract value. The net appreciation (depreciation) in fair
value of investments in the accompanying statement of changes in net
assets available for benefits with fund information reflects the net
difference between the market value and the cost of investments bought
during the year and the net difference between the market value and the
beginning of the year market value of assets held, sold or distributed.
9
<PAGE>
ALLTEL CORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES, Continued
____
Plan Expenses
As outlined in the Plan document, expenses related to the Plan's operation
are paid from Plan assets unless ALLTEL elects to pay these expenses.
ALLTEL paid all administrative expenses related to the Plan in 1996.
3. PARTICIPANT LOANS
Participants of the Plan can borrow from the Plan amounts not to exceed
50 percent of the participant's vested balance, up to a maximum loan
amount of $50,000. Such loans are allowed only for specific purposes and
must be repaid through payroll deductions within five years, unless used
to purchase a principal residence. Principal and interest is paid ratably
through payroll deductions over the term of the loan. If a participant's
employment terminates with an outstanding loan, the entire loan must be
repaid in full within the time prescribed by the IRS. If the loan is not
repaid on time, the unpaid portion will be considered taxable income to
the individual. Loans bear interest at rates determined by the
Administrative Committee upon execution of the loan. Loan transactions
are recorded as a transfer to (from) the investment fund from (to) the
Participant Loan fund.
4. EMPLOYER CONTRIBUTIONS
Contributions in the amount of $9,219,958 due to the Plan from the
Company had not been funded or allocated among the Plan's funds as of
December 31, 1996. The employer's contribution receivable was funded by
the Company and allocated among the Plan's investment funds, according
to participant elections, during April 1997.
5. TRANSFER OF ASSETS FROM OTHER PLANS, NET
At December 31, 1996, the Plan had a receivable in the amount of
$2,821,547 due from the Citizens Employees' Retirement Savings Plan
(the "Citizens Savings Plan"). This amount represents the vested
account balances of former employees of Citizens Savings Bank who became
employees of ALLTEL Information Services, Inc. and participants of the
Plan, under terms of a resource management agreement dated May 17, 1996.
The asset transfer from the Citizens Savings Plan was received and
allocated among the Plan's investment funds during the first quarter of
1997.
Also during 1996, assets in the amount of $428,165 were transferred into
the Plan from the Vertex Business Systems, Inc. 401(k) Employee Savings
Plan (the "Vertex Plan"). The asset transfer resulted from the merger of
the Vertex Plan with and into the Plan effective January 1, 1996. ALLTEL
Information Services, Inc. had acquired Vertex Business Systems, Inc. in
May 1995.
Finally, during 1996, ALLTEL completed the sale of certain telephone
properties in California and Nevada to Citizens Utilities Company
("Citizens"). As a result of the sale, assets in the amount of
$1,484,960 were transferred from the Plan to qualified plans administered
by Citizens. The assets transferred represented the vested account
balances of the former ALLTEL employees who became employees of Citizens,
and who elected to transfer their account balances out of the Plan.
10
<PAGE>
ALLTEL CORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES, Continued
____
6. PLAN AMENDMENTS
During 1995, the following amendments to the Plan agreement were adopted:
1. Provided for the merger of the TDS Healthcare Systems Corporation
Profit Sharing Plan with and into the Plan, effective December 31,
1994.
2. Provided for the transfer of assets from the Plan to one or more
qualified plans designated by Citizens. The transfer of assets was
authorized in conjunction with the sale of certain telephone
properties by ALLTEL to Citizens. As a result of the sale, certain
employees of ALLTEL were transferred to Citizens and were no longer
participants of the Plan. Also, provided that a participant who
voluntarily suspends his/her salary deferral contribution will not
be considered an active participant. A participant may resume
contributions and regain active status upon the exercise of certain
procedures, as prescribed by the Administrator.
3. Provided for the transfer of assets into the Plan from a qualified
plan administered by Citizens ("Citizens Plan"). The transfer of
assets was in conjunction with the sale of certain telephone
properties by Citizens to ALLTEL. As a result of the sale, certain
employees of Citizens were transferred to ALLTEL and became
participants of the Plan. Effective with the transfer, the general
provisions of the Plan govern with respect to the interests of the
former employees of Citizens, to the extent not inconsistent with any
provision of the Citizens Plan that may not be eliminated under
Section 411(d)(6) of the IRC. Also, provided for the transfer of
assets from the Plan to one or more qualified plans designated by
FIserve, Inc. ("FIserve"). The transfer of assets was authorized in
conjunction with the sale of ALLTEL's check processing operations to
FIserve. As a result of the sale, certain employees of ALLTEL were
transferred to FIserve and were no longer participants of the Plan.
Finally, provided for the merger of the Vertex Business Systems, Inc.
401(k) Employee Savings Plan with and into the Plan, effective
January 1, 1996.
During 1996, the following amendments to the Plan agreement were adopted:
4. Provided for plan years beginning on or after January 1, 1996, a
nonelective employer contribution equal to 1 percent of eligible
plan compensation. Upon completion of one year of service (12
consecutive months during which at least 1,000 hours are worked), the
nonelective employer contribution is conditioned upon the participant
completing 1,000 hours of service during the plan year and being
employed on the last day of the plan year. Also, provided for an
additional employer matching contribution for employees of ALLTEL
Information Services, Inc. and its subsidiaries whose average annual
salary deferrals are greater than 3 percent but less than 6 percent
of eligible plan compensation. Finally, provided for the elimination
of attaining age 21 as an eligibility requirement to participate in
the Plan.
5. Provided for the transfer of assets into the Plan from the Citizens
Savings Plan. The transfer of assets was attributable to employees
acquired by ALLTEL Information Services, Inc. from Citizens Savings
Bank in connection with a resource management agreement entered into
on May 17, 1996. Also, amends the definition of plan compensation to
include for benefit purposes cost-of-living payments made to
employees who are on an international assignment.
11
<PAGE>
ALLTEL CORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES, Continued
____
7. TAX STATUS
The Plan has received a favorable determination letter from the IRS dated
January 10, 1997, which states that the Plan, as restated January 1, 1994
and as amended by Amendment Nos. 1 through 4, is "qualified" for the
purposes of Section 401(a) of the IRC. Amendment No. 5 has not yet been
filed with the IRS. The Administrative Committee and the Plan's legal
counsel are of the opinion that the Plan, as amended, is designed and
operating in accordance with applicable IRS requirements, and therefore,
believes the Plan is qualified and is tax-exempt as of the financial
statement date. Employer contributions and income of the Plan are not
taxable to the participants until withdrawals or distributions are made.
8. RECONCILIATION TO FORM 5500
As of December 31, 1996 and 1995, the Plan had pending distributions to
participants who elected to withdraw from the Plan of $1,973,696 and
$205,092, respectively. These amounts are recorded as a liability in the
Plan's Form 5500; however, these amounts are not recorded as a liability
in the accompanying statements of net assets available for benefits in
accordance with generally accepted accounting principles.
The following table reconciles the financial statements to the Plan's
Form 5500 as filed by the Company for the plan year ended
December 31, 1996:
<TABLE>
<CAPTION>
Benefits Distributions Net Assets Available for Benefits
Payable to Participants 1996 1995
<S> <C> <C> <C> <C>
Per financial statements $ - $14,794,867 $221,385,086 $181,901,859
Accrued benefits payable 1,973,696 1,973,696 (1,973,696) (205,092)
Reversal of prior year
benefit payments accrual - (205,092) - -
Per Form 5500 $1,973,696 $16,563,471 $219,411,390 $181,696,767
</TABLE>
9. SUBSEQUENT EVENT
On January 24, 1997, the Company sold the healthcare portion of its
information services business to Integrated Healthcare Solutions, Inc.
("Integrated"). As a result of the sale, certain employees of the
Company were transferred to Integrated and were no longer participants of
the Plan. As of December 31, 1996, the transferred employees had account
balances in the Plan of approximately $21,645,000. If the value of a
transferred employee's account balance is $3,500 or greater, the
transferred employee has the option to defer payment of his/her account
balance, or the transferred employee may elect to withdraw his/her balance
from the Plan, in accordance with federal regulations. If the value of
the transferred employee's account balance is less than $3,500, the Plan
will distribute the balance to the transferred employee as soon as
practical.
12
<PAGE>
<TABLE>
<CAPTION>
Schedule I
ALLTEL CORPORATION THRIFT PLAN
Line 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
as of December 31, 1996
Identity of Issuer, Borrower, Number of
Lessor or Similar Party Units/Shares Historical Cost Fair Value
<S> <C> <C> <C>
Mutual Investment Funds Managed by
BZW Barclays Global Investors, N.A.:
International Equity Index Fund 371,886 $ 4,485,747 $ 4,663,433
S&P 500 Equity Index Fund 1,569,072 15,868,426 17,894,387
U.S. Debt Index Fund 765,442 8,728,494 9,082,427
LifePath 2000 Fund 50,430 519,684 529,669
LifePath 2010 Fund 174,603 1,763,178 1,875,624
LifePath 2020 Fund 1,377,308 13,807,680 15,048,315
LifePath 2030 Fund 132,554 1,351,128 1,466,091
LifePath 2040 Fund 150,998 1,548,799 1,683,243
48,073,136 52,243,189
Mutual Investment Funds Managed by
Fidelity Investments:
Fidelity Equity-Income Fund 868,292 30,929,050 37,188,946
Fidelity Magellan Fund 681,230 49,680,971 54,941,232
80,610,021 92,130,178
Total Mutual Investment Funds 128,683,157 144,373,367
Money Market Investment Funds:
BZW Barclays Global Investors, N.A.
Money Market Fund 28,642,304 28,642,304 28,642,304
Boatmen's Investment Services, Inc.
Money Market Fund 415,207 415,207 415,207
* Nations Cash Reserves Capital Class
Money Market Fund 4,479,693 4,479,693 4,479,693
Total Money Market Funds 33,537,204 33,537,204
Other Investments:
* ALLTEL Corporation Common Stock 770,314 14,895,704 24,168,602
Bankers Trust Pyramid Co.
Government Investment Contract - 2,975,083 2,975,083
* Loans to Participants with interest rates
ranging from 6.00% to 10.91% - 4,116,272 4,116,272
Total Investments $184,207,240 $209,170,528
* Indicates a party in interest.
The accompanying notes are an integral part of this schedule.
13
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Schedule II
ALLTEL CORPORATION THRIFT PLAN
Line 27b - SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS
as of December 31, 1996
Detailed description of loan including
date of making, maturity, interest rate,
Original Amount Received Unpaid the type and value of collateral, any
Identity and Amount During Reporting Year Balance renegotiation of the loan and terms of Amount Overdue
Address of Obligor of Loan Principal Interest at Year-End renegotiation and other material items Principal Interest
<S> <C> <C> <C> <C> <C> <C> <C>
*Participant 1 $11,894 $1,867 $553 $10,579 Loan dated February 8, 1996, bearing $10,579 $194
interest at 7.50%, loan term of 60
months and collateralized by value of
participant's individual account
balance. Loan was defaulted on
January 23, 1997, and will be deducted
from future amounts distributed to the
participant. Loan default will be
reported as taxable income to the
participant.
*Participant 2 15,000 2,479 487 8,634 Loan dated April 13, 1994, bearing 8,634 202
interest at 7.25%, loan term of 60
months and collateralized by value of
participant's individual account
balance. Loan was defaulted on
March 7, 1997, and will be deducted
from future amounts distributed to the
participant. Loan default will be
reported as taxable income to the
participant.
*Participant 3 10,000 4,199 172 418 Loan dated October 11, 1994, bearing 418 9
interest at 8.75%, loan term of 24
months and collateralized by value of
participant's individual account
balance. Loan was repaid in full on
January 10, 1997.
*Participant 4 1,400 200 55 1,003 Loan dated November 8, 1994, bearing 1,003 38
interest at 8.75%, loan term of 60
months and collateralized by value of
participant's individual account
balance. Loan was defaulted on
January 10, 1997, and will be deducted
from future amounts distributed to the
participant. Loan default will be
reported as taxable income to the
participant.
* Indicates a party in interest.
The accompanying notes are an integral part of this schedule.
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
Schedule II
ALLTEL CORPORATION THRIFT PLAN
Line 27d - SCHEDULE OF REPORTABLE TRANSACTIONS (a)
for the year ended December 31, 1996
Number of Purchase Number Selling Net Gain/
Identity of Party Involved Description of Asset Purchases Price of Sales Price Cost (Loss)
<S> <C> <C> <C> <C> <C> <C> <C>
*ALLTEL Corporation ALLTEL Corporation
Common Stock 63 $ 4,950,839 74 $ 7,995,313 $ 7,667,773 $ 327,540
Federated Securities Corp. Federated Automated
Government Money Trust 69 7,207,065 100 42,103,075 42,103,075 --
Federated Securities Corp. Federated Max-Cap Fund 110 5,162,863 53 16,048,087 15,403,934 644,153
Federated Securities Corp. Federated Stock and
Bond Fund 72 2,595,208 86 19,424,753 19,231,251 193,502
Federated Securities Corp. Federated U.S. Government
Securities Fund 70 2,838,543 90 11,328,439 11,643,510 (315,071)
Fidelity Investments Fidelity Equity-Income Fund 169 16,204,332 68 5,070,766 4,773,782 296,984
Fidelity Investments Fidelity Magellan Fund 115 18,228,663 121 9,193,275 9,945,489 (752,214)
* Indicates a party in interest.
(a) Represents a transaction or a series of transactions in excess of 5% of the fair value of plan assets at the
beginning of the year.
The accompanying notes are an integral part of this schedule.
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
Schedule II
ALLTEL CORPORATION THRIFT PLAN
Line 27d - SCHEDULE OF REPORTABLE TRANSACTIONS (a) - Continued
for the year ended December 31, 1996
Number of Purchase Number of Selling Net Gain/
Identity of Party Involved Description of Asset Purchases Price Sales Price Cost (Loss)
<S> <C> <C> <C> <C> <C> <C> <C>
*NationsBank of Texas, N.A. Nations Cash Reserves
Capital Class Money
Market Fund 100 $ 9,402,140 27 $7,052,682 $7,052,682 $ --
BZW Barclays Global
Investors, N.A. S&P 500 Equity Index Fund 41 16,655,441 32 855,567 787,016 68,551
BZW Barclays Global
Investors, N.A. U.S. Debt Index Fund 25 9,454,159 43 743,972 725,665 18,307
BZW Barclays Global
Investors, N.A. Money Market Fund 36 33,032,852 42 4,390,548 4,390,548 --
BZW Barclays Global
Investors, N.A. LifePath 2020 Fund 23 15,282,007 48 1,548,573 1,474,327 74,246
* Indicates a party in interest.
(a) Represents a transaction or a series of transactions in excess of 5% of the fair value of plan assets at the
beginning of the year.
The accompanying notes are an integral part of this schedule.
</TABLE>
16
