UNITED STATES
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 OF 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) 905-8000
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, 1998 - $ 7,863,187,862
Common shares outstanding, January 31, 1998 - 183,934,219
DOCUMENTS INCORPORATED BY REFERENCE
Document Incorporated Into
Annual report to shareholders for the year
December 31, 1997 Parts I, II and IV
Proxy statement for the 1998 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 1997 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 24, 1998
<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, 1997 and 1996 and for the
year ended December 31, 1997 (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,
33-54175, 33-56291 and 33-65199) of our report dated April 13, 1998, on our
audit of the financial statements of the ALLTEL Corporation Thrift Plan as
of December 31, 1997 and 1996 and for the year ended December 31, 1997,
which reports are incorporated by reference in this Amendment No. 1 to the
1997 ALLTEL Corporation Annual Report on Form 10-K.
/S/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Little Rock, Arkansas,
April 24, 1998.
3
EXHIBIT 99 (a)
FORM 11-K INFORMATION FOR THE
ALLTEL CORPORATION THRIFT PLAN
AS OF DECEMBER 31, 1997 AND 1996
AND FOR THE YEAR ENDED DECEMBER 31, 1997
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, 1997 and 1996
3. Statement of Changes in Net Assets Available for Benefits with Fund
Information for the year ended December 31, 1997
4. Notes to Financial Statements and Supplemental Schedules as of
December 31, 1997 and 1996
5. Schedule of Assets Held for Investment Purposes as of December 31, 1997
6. Schedule of Loans or Fixed Income Obligations as of December 31, 1997
7. Schedule of Reportable Transactions for the year ended
December 31, 1997
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, 1997 and 1996
TOGETHER WITH AUDITORS' REPORT
<PAGE>
ALLTEL CORPORATION THRIFT PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
As of December 31, 1997 and 1996
Report of Independent Public Accountants 1
Financial Statements:
Statements of Net Assets Available for Benefits with Fund
Information as of December 31, 1997 and 1996 2 - 3
Statement of Changes in Net Assets Available for Benefits
with Fund Information for the year ended December 31, 1997 4
Notes to Financial Statements and Supplemental Schedules 5 - 11
Supplemental Schedules:
Schedule I: Line 27a - Schedule of Assets Held for Investment
Purposes as of December 31, 1997 12
Schedule II: Line 27b - Schedule of Loans or Fixed Income
Obligations as of December 31, 1997 13 - 15
Schedule III: Line 27d - Schedule of Reportable
Transactions for the year ended December 31, 1997 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,
1997 and 1996, and the related statement of changes in net assets available
for benefits for the year ended December 31, 1997. These financial statements
and the schedules referred to below are the responsibility of ALLTEL
Corporation 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, 1997 and 1996, and the changes in net assets available for
benefits for the year ended December 31, 1997, 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
ARTHUR ANDERSEN LLP
Little Rock, Arkansas,
April 13, 1998.
<PAGE>
<TABLE>
<CAPTION>
ALLTEL CORPORATION THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
As of December 31, 1997
Fund Information (Note 2)
-----------------------------------------------------------------------------------------
Participant Directed
-----------------------------------------------------------------------------------------
BZW Barclays Global Investors, N.A.
-------------------------------------------------------------------------
ALLTEL
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):
ALLTEL Corporation Common Stock $28,079,988
Mutual Investment Funds $ 5,865,478 $27,507,451 $ 9,333,392 $1,460,952
Bankers Trust Pyramid Open-End
Government Investment Contract Fund
BZW Barclays Global Investors, N.A.
Money Market Fund $31,167,627
Nations Cash Reserves Capital Class
Money Market Fund 359,575 3,965
Participant Loans
----------- ----------- ----------- ----------- ----------- -----------
Total investments 28,439,563 5,865,478 27,507,451 9,333,392 31,171,592 1,460,952
----------- ----------- ----------- ----------- ----------- -----------
Receivables:
Employer's contribution - - - - - -
Accrued interest and dividends 201,115 - - - 2,190 -
----------- ----------- ----------- ----------- ----------- -----------
Total receivables 201,115 - - - 2,190 -
----------- ----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE
FOR BENEFITS $28,640,678 $ 5,865,478 $27,507,451 $ 9,333,392 $31,173,782 $1,460,952
=========== =========== =========== =========== =========== ==========
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
As of December 31, 1997
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):
ALLTEL Corporation Common Stock
Mutual Investment Funds $ 2,931,006 $16,504,765 $ 2,601,154 $ 3,662,688 $52,373,883 $68,801,357
Bankers Trust Pyramid Open-End
Government Investment Contract Fund
BZW Barclays Global Investors, N.A.
Money Market Fund
Nations Cash Reserves Capital Class
Money Market Fund
Participant Loans
----------- ----------- ----------- ----------- ----------- -----------
Total investments 2,931,006 16,504,765 2,601,154 3,662,688 52,373,883 68,801,357
----------- ----------- ----------- ----------- ----------- -----------
Receivables:
Employer's contribution - - - - - -
Accrued interest and dividends - - - - - -
----------- ----------- ----------- ----------- ----------- -----------
Total receivables - - - - - -
----------- ----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE
FOR BENEFITS $ 2,931,006 $16,504,765 $ 2,601,154 $ 3,662,688 $52,373,883 $68,801,357
=========== =========== =========== =========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLTEL CORPORATION THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION - Continued
As of December 31, 1997
Fund Information (Note 2)
------------------------------------------------------------------------------
Non-Participant
Participant Directed Directed
---------------------------- -----------
Government
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):
ALLTEL Corporation Common Stock $ 28,079,988
Mutual Investment Funds 191,042,126
Bankers Trust Pyramid Open-End
Government Investment Contract Fund $ 892,570 892,570
BZW Barclays Global Investors, N.A.
Money Market Fund 31,167,627
Nations Cash Reserves Capital Class
Money Market Fund 957,631 $ 408,903 1,730,074
Participant Loans $ 4,300,465 4,300,465
----------- ----------- ----------- ----------- ------------
Total investments 1,850,201 4,300,465 - 408,903 257,212,850
----------- ----------- ----------- ----------- ------------
Receivables:
Employer's contribution - - $ 9,663,516 - 9,663,516
Accrued interest and dividends 4,604 - - - 207,909
----------- ----------- ----------- ----------- ------------
Total receivables 4,604 - $ 9,663,516 - 9,871,425
----------- ----------- ----------- ----------- ------------
NET ASSETS AVAILABLE
FOR BENEFITS $ 1,854,805 $ 4,300,465 $ 9,663,516 $ 408,903 $267,084,275
=========== =========== =========== =========== ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLTEL CORPORATION THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
As of December 31, 1996
Fund Information (Note 2)
-----------------------------------------------------------------------------------------
Participant Directed
-----------------------------------------------------------------------------------------
BZW Barclays Global Investors, N.A.
-------------------------------------------------------------------------
ALLTEL
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(Note 2):
ALLTEL Corporation Common Stock $24,168,602
Mutual Investment Funds $ 4,663,433 $17,894,387 $ 9,082,427 $ 529,669
Bankers Trust Pyramid Open-End
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
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) -
----------- ----------- ----------- ----------- ----------- ----------
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.
3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLTEL CORPORATION THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION - Continued
As of 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 (Note 2):
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 Open-End
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
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
As of December 31, 1996
Fund Information (Note 2)
------------------------------------------------------------------------
Non-Participant
Participant Directed 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 (Note 2):
ALLTEL Corporation Common Stock $ 24,168,602
Mutual Investment Funds 144,373,367
Bankers Trust Pyramid Open-End
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
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 dividends 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 CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
For the year ended December 31, 1997
Fund Information (Note 2)
------------------------------------------------------------------------------------------
Participant Directed
------------------------------------------------------------------------------------------
BZW Barclays Global Investors, N.A.
--------------------------------------------------------------------------
ALLTEL
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
----------- ----------- ----------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Investment income:
Dividend income $ 832,597 $ - $ - $ - $ - $ -
Interest income 21,472 - - - 1,779,651 -
Net appreciation in fair
value of investments 6,724,999 74,690 6,452,592 802,281 - 120.799
----------- ----------- ----------- ----------- ----------- ----------
Total investment income 7,579,068 74,690 6,452,592 802,281 1,779,651 120,799
----------- ----------- ----------- ----------- ----------- ----------
Contributions:
Employer - - - - - -
Employee 1,624,207 1,234,170 3,211,149 896,535 2,317,115 140,263
Employee rollovers 250,323 123,598 276,924 146,649 184,511 3,499
----------- ----------- ----------- ----------- ----------- -----------
Total contributions 1,874,530 1,357,768 3,488,073 1,043,184 2,501,626 143,762
----------- ----------- ----------- ----------- ----------- -----------
Interfund transfers, net (1,469,902) 638,746 3,111,323 (458,882) 5,005,567 753,938
----------- ----------- ----------- ----------- ----------- -----------
Total additions 7,983,696 2,071,204 13,051,988 1,386,583 9,286,844 1,018,499
----------- ----------- ----------- ----------- ----------- -----------
DEDUCTIONS:
Benefit payments and withdrawals 4,234,217 877,315 3,479,201 1,170,877 7,983,500 87,216
----------- ----------- ----------- ----------- ----------- -----------
Total deductions 4,234,217 877,315 3,479,201 1,170,877 7,983,500 87,216
----------- ----------- ----------- ----------- ----------- -----------
Net increase (decrease) 3,749,479 1,193,889 9,572,787 215,706 1,303,344 931,283
NET ASSETS AVAILABLE
FOR BENEFITS:
Beginning of year 24,891,199 4,671,589 17,934,664 9,117,686 29,870,438 529,669
----------- ----------- ----------- ----------- ----------- -----------
End of year $28,640,678 $ 5,865,478 $27,507,451 $ 9,333,392 $31,173,782 $ 1,460,952
=========== =========== =========== =========== =========== ===========
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, 1997
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
----------- ----------- ----------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Investment income:
Dividend income $ - $ - $ - $ - $ 2,850,859 4,418,198
Interest income - - - - 21 19
Net appreciation in fair
value of investments 327,531 2,796,199 425,742 582,145 9,072,909 10,210,522
----------- ----------- ----------- ----------- ----------- ----------
Total investment income 327,531 2,796,199 425,742 582,145 11,923,789 14,628,739
----------- ----------- ----------- ----------- ----------- ----------
Contributions:
Employer - - - - - -
Employee 438,520 1,216,237 534,473 695,063 5,264,518 6,746,078
Employee rollovers 24,405 148,100 80,824 67,053 600,084 695,726
----------- ----------- ----------- ----------- ----------- -----------
Total contributions 462,925 1,364,337 615,297 762,116 5,864,602 7,441,804
----------- ----------- ----------- ----------- ----------- -----------
Interfund transfers, net 573,092 (636,904) 525,633 1,058,835 4,356,829 (243,170)
----------- ----------- ----------- ----------- ----------- -----------
Total additions 1,363,548 3,523,632 1,566,672 2,403,096 22,145,220 21,827,373
----------- ----------- ----------- ----------- ----------- -----------
DEDUCTIONS:
Benefit payments and withdrawals 308,166 2,145,885 461,089 423,651 7,165,730 8,181,115
----------- ----------- ----------- ----------- ----------- -----------
Total deductions 308,166 2,145,885 461,089 423,651 7,165,730 8,181,115
----------- ----------- ----------- ----------- ----------- -----------
Net increase (decrease) 1,055,382 1,377,747 1,105,583 1,979,445 14,979,490 13,646,258
NET ASSETS AVAILABLE
FOR BENEFITS:
Beginning of year 1,875,624 15,127,018 1,495,571 1,683,243 37,394,393 55,155,099
----------- ----------- ----------- ----------- ----------- -----------
End of year $ 2,931,006 $16,504,765 $ 2,601,154 $ 3,662,688 $52,373,883 $68,801,357
=========== =========== =========== =========== =========== ===========
</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, 1997
Fund Information (Note 2)
---------------------------------------------------------------------------
Non-Participant
Participant Directed Directed
------------------------------------------- -----------
Government
Investment Money
Contract Participant Market
Fund Loans Other Fund Total
----------- ----------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Investment income:
Dividend income $ - $ - $ - $ - $ 8,101,654
Interest income 147,235 302,509 - 20,014 2,270,921
Net appreciation in fair
value of investments - - - - 37,590,409
----------- ----------- ----------- ----------- ------------
Total investment income 147,235 302,509 - 20,014 47,962,984
----------- ----------- ----------- ----------- ------------
Contributions:
Employer - - 9,663,516 - 9,663,516
Employee - - - - 24,318,328
Employee rollovers - - - - 2,601,696
----------- ----------- ----------- ----------- ------------
Total contributions - - 9,663,516 - 36,583,540
----------- ----------- ----------- ----------- ------------
Interfund transfers, net (1,532,622) 350,894 (12,041,505) 8,128 -
----------- ----------- ----------- ----------- ------------
Total additions (1,385,387) 653,403 (2,377,989) 28,142 84,546,524
----------- ----------- ----------- ----------- ------------
DEDUCTIONS:
Benefit payments and withdrawals 1,825,717 469,210 - 34,446 38,847,335
----------- ----------- ----------- ----------- ------------
Total deductions 1,825,717 469,210 - 34,446 38,847,335
----------- ----------- ----------- ----------- ------------
Net increase (decrease) (3,211,104) 184,193 (2,377,989) (6,304) 45,699,189
NET ASSETS AVAILABLE
FOR BENEFITS:
Beginning of year 5,065,909 4,116,272 12,041,505 415,207 221,385,086
----------- ----------- ----------- ----------- ------------
End of year $ 1,854,805 $ 4,300,465 $ 9,663,516 $ 408,903 $267,084,275
=========== =========== =========== =========== ============
</TABLE>
<PAGE>
ALLTEL CORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1997 AND 1996
1. PLAN 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. The Plan covers substantially all
nonbargaining employees of ALLTEL Corporation and its subsidiaries
("ALLTEL" or the "Company"). Employees who are (1) covered by a collective
bargaining agreement, subject to certain limitations, (2) leased by the
Company or (3) nonresident aliens with no U.S. income are not eligible to
participate in the Plan.
Administration
The Plan is administered by ALLTEL Corporation (the "Administrator").
NationsBank of Texas, N.A. ("NationsBank" or the "Trustee") is the trustee
of the Plan. Effective January 1, 1998, The Chase Manhattan Bank became
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 both 1997 and
1996. Employees considered "highly compensated" as defined in the Plan
document are currently limited to contributing up to 7 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.
In addition to the 1 percent nonelective employer contribution, employees
of ALLTEL Information Services, Inc. (a wholly-owned subsidiary of ALLTEL)
and its subsidiaries may receive a matching employer contribution. The
amount of the match is determined each year by the Company. In 1997, 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 12
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.
5
<PAGE>
ALLTEL CORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES, Continued
____
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, if applicable, 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 $49,321,000 and
$26,381,000 as of December 31, 1997 and 1996, respectively. As of
December 31, 1997 and 1996, the Plan had 15,210 and 8,688 participants with
account balances, respectively.
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
Administrator, from their Plan account for "hardship" reasons as
defined by the IRS.
Plan Termination
While it has not expressed any intention to do so, the Administrator 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").
6
<PAGE>
ALLTEL CORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES, Continued
____
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. The preparation of financial statements
in conformity with generally accepted accounting principles requires the
Administrator to make estimates and assumptions that affect the amount of
assets, liabilities and disclosures of certain contingent assets and
liabilities at the date of the financial statements and the reported amount
of income and expenses during the reporting period. The estimates and
assumptions used in the accompanying financial statements are based upon
the Administrator's evaluation of the relevant facts and circumstances as
of the date of the financial statements. Actual results may differ from
those estimates and assumptions.
Investments
During 1997, 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. Among
the Plan's investment options are investment funds managed by BZW Barclays
Global Investors, N.A. ("Barclays") and by Fidelity Investments
("Fidelity"). A brief description of each investment option available to
plan participants during 1997 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.
A brief description of the nine investment funds managed by Barclays 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.
7
<PAGE>
ALLTEL CORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES, Continued
____
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.
Following is a brief description of the two investment funds managed
by 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.
Magellan Fund - This fund seeks long-term capital appreciation
through investment in common stocks and convertible securities of
domestic, foreign and multinational companies.
The Plan also holds investments in two other funds, the Government
Investment Contract Fund and a Money Market Fund managed by NationsBank
(formerly Boatmen's Investment Services, Inc.). No additional
contributions or investments may be made to either of 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 these two 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.
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.
8
<PAGE>
ALLTEL CORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES, Continued
____
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 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. All investments
that represent 5 percent or more of the Plan's total net assets as of
December 31, 1997 and 1996 are presented separately in the accompanying
statements of net assets available for benefits.
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 1997.
3. PARTICIPANT LOANS
Participants can borrow from their account balances amounts not to exceed
50 percent of their 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 are secured by the balance in the participant's account
and bear interest at rates determined by the Administrator upon execution
of the loan. Interest rates on the loans outstanding at December 31, 1997
range from 6 percent to 11 percent. 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 $9,663,516 due to the Plan from the Company
had not been funded or allocated among the Plan's funds as of
December 31, 1997. The employer's contribution receivable was funded by
the Company and allocated among the Plan's investment funds, according
to participant elections, during April 1998.
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.
9
<PAGE>
ALLTEL CORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES, Continued
____
6. PLAN AMENDMENTS
During 1996, the following amendments to the Plan agreement were adopted:
4. Provided that a nonelective employer contribution equal to 1 percent
of eligible plan compensation be made for plan years beginning on or
after January 1, 1996. 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.
During 1997, the following amendments to the Plan agreement were adopted:
6. Provided for service crediting under the Plan to certain employees
of ALLTEL Information Services, Inc. or its subsidiaries who became
eligible participants of the Plan pursuant to facilities management
agreements entered into during 1996.
7. Provided for service crediting under the Plan to certain employees
of ALLTEL Information Services, Inc. or its subsidiaries who became
eligible participants of the Plan pursuant to facilities management
agreements entered into during 1997.
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. Amendments No. 5, 6 and 7 have not
yet been filed with the IRS. The Administrator is 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.
10
<PAGE>
ALLTEL CORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES, Continued
____
8. RECONCILIATION TO FORM 5500
As of December 31, 1997 and 1996, the Plan had pending distributions
to participants who elected to withdraw from the Plan of $150,699 and
$1,973,696, 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, 1997:
<TABLE>
<CAPTION>
Distributions Net Assets Available for Benefits
Benefits to ---------------------------------
Payable Participants 1997 1996
-------- ------------ ---- ----
<S> <C> <C> <C> <C>
Per financial statements $ - $38,847,335 $267,084,275 $221,385,086
Accrued benefits payable 150,699 150,699 (150,699) (1,973,696)
Reversal of prior year
benefit payments accrual - (1,973,696) - -
-------- ----------- ------------ ------------
Per Form 5500 $150,699 $37,024,338 $266,933,576 $219,411,390
======== =========== ============ ============
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
Schedule I
ALLTEL CORPORATION THRIFT PLAN
Line 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
As of December 31, 1997
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 462,202 $ 5,764,178 $ 5,865,478
S&P 500 Equity Index Fund 1,811,133 20,355,290 27,507,451
U.S. Debt Index Fund 718,988 8,419,601 9,333,392
LifePath 2000 Fund 126,347 1,368,022 1,460,952
LifePath 2010 Fund 237,055 2,576,551 2,931,006
LifePath 2020 Fund 1,268,903 13,033,818 16,504,765
LifePath 2030 Fund 192,568 2,144,915 2,601,154
LifePath 2040 Fund 264,701 3,073,770 3,662,688
------------ ------------
56,736,145 69,866,886
------------ ------------
Mutual Investment Funds Managed by
Fidelity Investments:
Equity-Income Fund 999,311 39,701,189 52,373,883
Magellan Fund 722,172 55,725,695 68,801,357
------------ ------------
95,426,884 121,175,240
------------ ------------
Total Mutual Investment Funds 152,163,029 191,042,126
------------ ------------
Money Market Investment Funds:
BZW Barclays Global Investors, N.A.
Money Market Fund 31,167,627 31,167,627 31,167,627
* Nations Cash Reserves Capital Class
Money Market Fund 1,730,074 1,730,074 1,730,074
------------ ------------
Total Money Market Funds 32,897,701 32,897,701
------------ ------------
Other Investments:
* ALLTEL Corporation Common Stock 683,827 15,395,701 28,079,988
Bankers Trust Pyramid Open-End
Government Investment Contract Fund 892,570 892,570 892,570
* Participants Loans with interest rates
ranging from 6.00 percent to 11.00 percent - 4,300,465 4,300,465
------------ ------------
Total Investments $205,649,466 $257,212,850
============ ============
* Indicates a party in interest.
</TABLE>
The accompanying notes are an integral part of this schedule.
12
<PAGE>
<TABLE>
<CAPTION>
Schedule II
ALLTEL CORPORATION THRIFT PLAN
Line 27b - SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS
As of December 31, 1997
Detailed description of loan including
date of making and maturity, interest
Identity and Original Amount Received Unpaid rate, the type and value of collateral, Amount Overdue
Address of Amount During Reporting Year Balance any renegotiation of the loan and terms --------------------
Obligor of Loan Principal Interest at Year-End of renegotiation and other material items Principal Interest
- -------------- ------- --------- -------- ----------- ----------------------------------------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
*Participant 1 $11,300 $1,612 $333 $ 5,917 Loan dated November 16, 1994, bearing $ 5,917 $229
interest at 8.75%, loan term of 60
months and collateralized by value of
participant's account balance. Loan was
defaulted on March 25, 1998, and will be
deducted from future amounts distributed
to the participant. Loan default will be
reported as taxable income to the
participant.
*Participant 2 8,000 1,518 75 921 Loan dated September 13, 1994, bearing 921 42
interest at 8.75%, loan term of 36
months and collateralized by value of
participant's account balance. Loan was
defaulted on March 25, 1998, and will be
deducted from future amounts distributed to
the participant. Loan default will be
reported as taxable income to the
participant.
*Participant 3 14,696 1,054 278 5,883 Loan dated May 18, 1990, bearing interest 5,883 314
at 9.55%, loan term of 120 months and
collateralized by value of participant's
account balance. Loan was defaulted on
March 25, 1998, and will be deducted from
future amounts distributed to the participant.
Loan default will be reported as taxable
income to the participant.
*Participant 4 15,000 1,305 427 10,414 Loan dated December 9, 1993, bearing 10,414 227
interest at 6.00%, loan term of 120 months
and collateralized by value of participant's
account balance. Loan was defaulted on
March 25, 1998, 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.
<FN>
The accompanying notes are an integral part of this schedule.
</FN>
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
Schedule II
ALLTEL CORPORATION THRIFT PLAN
Line 27b - SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS - Continued
As of December 31, 1997
Detailed description of loan including
date of making and maturity, interest
Identity and Original Amount Received Unpaid rate the type and value of collateral, Amount Overdue
Address of Amount During Reporting Year Balance any renegotiation of the loan and terms --------------------
Obligor of Loan Principal Interest at Year-End of renegotiation and other material items Principal Interest
- -------------- ------- --------- -------- ----------- ---------------------------------------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
*Participant 5 $3,118 $ 519 $ 29 $ 950 Loan dated November 17, 1995, bearing $ 950 $ 53
interest at 7.75%, loan term of 24
months and collateralized by value of
participant's account balance. Loan was
defaulted on March 25, 1998, and will be
deducted from future amounts distributed
to the participant. Loan default will be
reported as taxable income to the participant.
*Participant 6 1,376 217 31 866 Loan dated March 22, 1996, bearing interest 866 39
at 7.50%, loan term of 36 months and
collateralized by value of participant's
account balance. Loan was defaulted on
March 25, 1998, and will be deducted from
future amounts distributed to the participant.
Loan default will be reported as taxable
income to the participant.
*Participant 7 3,000 655 120 2,157 Loan dated August 23, 1996, bearing interest 2,157 81
at 8.50%, loan term of 36 months and
collateralized by value of participant's
account balance. Loan was defaulted on
March 25, 1998, and will be deducted from
future amounts distributed to the participant.
Loan default will be reported as taxable
income to the participant.
*Participant 8 9,800 9,749 380 51 Loan dated February 21, 1997, bearing interest 51 1
at 8.00%, loan term of 72 months and
collateralized by value of participant's
account balance. Loan 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.
<FN>
The accompanying notes are an integral part of this schedule.
</FN>
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
Schedule II
ALLTEL CORPORATION THRIFT PLAN
Line 27b - SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS - Continued
As of December 31, 1997
Detailed description of loan including
date of making and maturity, interest
Identity and Original Amount Received Unpaid rate the type and value of collateral, Amount Overdue
Address of Amount During Reporting Year Balance any renegotiation of the loan and terms --------------------
Obligor of Loan Principal Interest at Year-End of renegotiation and other material items Principal Interest
- -------------- ------- --------- -------- ----------- ---------------------------------------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
*Participant 9 $ 9,000 $ 205 $ 55 $8,795 Loan dated January 10, 1997, bearing $8,795 $ 475
interest at 8.00%, loan term of 36
months and collateralized by value of
participant's account balance. Loan will
be deducted from future amounts distributed
to the participant. Loan default will be
reported as taxable income to the participant.
*Participant 10 4,765 1,400 372 1,806 Loan dated January 27, 1995, bearing 1,806 59
interest at 10.00%, loan term of 60 months
and collateralized by value of participant's
account balance. Loan will be deducted from
future amounts distributed to the participant.
Loan default will be reported as taxable
income to the participant.
*Participant 11 14,350 - - 5,748 Loan dated October 15, 1993, bearing interest 5,748 443
at 7.25%, loan term of 60 months and
collateralized by value of participant's
account balance. Loan will be deducted from
future amounts distributed to the participant.
Loan default will be reported as taxable
income to the participant.
*Participant 12 10,105 - - 5,613 Loan dated February 15, 1993, bearing 5,613 1,195
interest at 8.25%, loan term of 60 months
and collateralized by value of participant's
account balance. Loan will be deducted from
future amounts distributed to the participant.
Loan default will be reported as taxable
income to the participant.
*Participant 13 7,409 1,039 36 124 Loan dated August 15, 1992, bearing interest 124 5
at 9.00%, loan term of 60 months and
collateralized by value of participant's
account balance. Loan 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.
<FN>
The accompanying notes are an integral part of this schedule.
</FN>
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
ALLTEL CORPORATION THRIFT PLAN
Line 27d - SCHEDULE OF REPORTABLE TRANSACTIONS (a)
For the year ended December 31, 1997
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>
*ALLTEL Corporation ALLTEL Corporation
Common Stock 100 $ 6,322,838 108 $ 7,938,363 $ 7,491,408 $ 446,955
Fidelity Investments Equity-Income Fund 143 17,846,591 103 11,734,563 10,487,607 1,246,956
Fidelity Investments Magellan Fund 117 17,217,713 127 13,568,110 12,209,814 1,358,296
*NationsBank of Texas, N.A. Nations Cash Reserves
Capital Class Money
Market Fund 70 10,564,398 40 13,314,017 13,314,017 --
BZW Barclays Global
Investors, N.A. S&P 500 Equity Index Fund 138 9,515,085 103 6,354,613 5,520,062 834,551
BZW Barclays Global
Investors, N.A. Money Market Fund 142 17,102,257 127 14,576,934 14,576,934 --
* Indicates a party in interest.
<FN>
(a) Represents a transaction or a series of transactions in excess of 5 percent of the fair value of plan assets at the
beginning of the year.
The accompanying notes are an integral part of this schedule.
</FN>
</TABLE>
16
