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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1995
or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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, 1996 - $5,940,545,794
Common shares outstanding, January 31, 1996 - 189,340,105
DOCUMENTS INCORPORATED BY REFERENCE
Document Incorporated Into
Portions of the annual report to stockholders
for the year ended December 31, 1995 Parts I, II and IV
Proxy statement for the 1996 annual meeting
of stockholders Part III
The Exhibit Index is located on pages 22 to 26.
ALLTEL Corporation
Securities and Exchange Commission
Form 10-K, Part I
Item 1. Business
THE COMPANY
GENERAL
ALLTEL Corporation ("ALLTEL" or the "Company") was incorporated in June 1960
under the laws of Ohio as Mid-Continent Telephone Corporation. In 1983, the
Company changed its name to ALLTEL Corporation and during 1990 changed its
state of incorporation to Delaware.
ALLTEL is a diversified telecommunications and information services company.
The Company owns subsidiaries or investments that provide wireline local and
network access service, cellular telephone, wide-area paging and fiber
optic-based long-distance telephone service, and information processing
management services and advanced applications software. Telecommunications
products and electronic and electric wire and cable are warehoused and
sold by the Company's distribution subsidiaries. The Company also publishes
telephone directories for affiliates and other independent telephone companies.
ACQUISITIONS
During 1995, ALLTEL Mobile Communications, Inc. ("ALLTEL Mobile") entered into
a joint venture with BellSouth Mobility, Inc. involving cellular properties in
five states. As a result of this joint venture, ALLTEL Mobile now owns a 53.5
percent interest in the Columbia and Florence, South Carolina market, an 11.1
percent interest in the Greensboro, North Carolina Metropolitan Statistical
Area ("MSA"), an 11.1 percent interest in a North Carolina Rural Service Area
("RSA"), and no longer owns a majority interest in the Jackson, Mississippi
market. In addition during 1995, ALLTEL Mobile completed an exchange of
certain assets in a West Virginia RSA and an Oklahoma RSA for certain assets
in a Georgia RSA and a North Carolina RSA owned by United States Cellular Corp.
("U.S. Cellular"). The acquired properties are contiguous to ALLTEL Mobile's
Albany, Georgia and Charlotte, North Carolina markets. In January 1995,
ALLTEL Mobile purchased U.S. Cellular's 20 percent interest in the Fort Smith,
Arkansas, MSA, thereby increasing ALLTEL Mobile's ownership interest in the
Fort Smith MSA to 100 percent.
In May 1995, ALLTEL Information Services, Inc. acquired Vertex Business
Systems, Inc. ("Vertex"), a provider of international banking software products
and services. Vertex, headquartered in New York, has clients located in
Europe, Asia and the United States.
In November 1994, the Company completed its acquisition of Medical Data
Technology, Inc. ("MDT"). MDT provides information processing services to 14
hospitals in the northeastern United States utilizing comprehensive application
software developed by ALLTEL's healthcare information services subsidiary.
Effective November 1, 1993, the Company and GTE Corporation completed an
exchange of telephone service areas in several states. ALLTEL exchanged
approximately 95,000 access lines in Illinois, Indiana and Michigan and $443
million in cash for GTE's Georgia telephone operations, which served
approximately 320,000 access lines.
In October 1993, the Company completed its acquisition of TDS Healthcare
Systems Corporation ("TDS"). TDS is a provider of comprehensive patient care
and healthcare enterprise information systems serving more than 200 hospitals
in the United States, Canada and Europe. In 1994, TDS was merged into ALLTEL
Healthcare Information Services, Inc.
1
ALLTEL Corporation
Securities and Exchange Commission
Form 10-K, Part I
Item 1. Business
THE COMPANY (continued)
ACQUISITIONS (continued)
In October 1993, ALLTEL Publishing Corporation ("ALLTEL Publishing") completed
its purchase of GTE Directories Service Corporation's ("GTE Directories")
independent publishing business, which included contracts with more than 125
independent telephone companies across the country.
During 1993, ALLTEL Mobile acquired a 100 percent interest in one Georgia RSA
which had a population of approximately 145,000. In addition, ALLTEL Mobile
acquired interests in two other Georgia RSAs and increased its ownership in one
Texas RSA and one Mississippi RSA.
In January 1993, ALLTEL Mobile acquired an additional 20 percent interest in
the Ft. Smith, Arkansas MSA. This transaction increased ALLTEL Mobile's
interest in the Ft. Smith MSA to 80 percent.
During 1992, ALLTEL Mobile acquired a 60 percent interest and a 90 percent
interest in the Ft. Smith, Arkansas and Fayetteville, Arkansas MSAs,
respectively. In addition, ALLTEL Mobile increased its ownership to 100
percent in the Springfield, Missouri and Charlotte, North Carolina MSAs and to
64 percent in the Little Rock, Arkansas MSA. Also in 1992, ALLTEL Mobile
purchased an additional 42 percent interest in the Savannah, Georgia, MSA,
increasing its total interest to 80 percent, and acquired additional interests
in three Arkansas and Oklahoma RSAs, one Missouri RSA, and three Alabama RSAs.
In December 1992, the Company acquired SLT Communications, Inc. ("SLT"). SLT
served approximately 49,000 telephone customers primarily in suburban Houston.
It also had approximately 328,000 cellular "pops", including a 2.34 percent
ownership in the Houston, Galveston and Beaumont, Texas MSA, a 1 percent
interest in the Little Rock, Arkansas MSA, and interests in four Texas RSA
markets. SLT also owned several cable television properties and a one-third
interest in Metropolitan Houston Paging Services, which were subsequently sold
during 1995.
In February 1992, the Company acquired Computer Power, Inc. ("CPI") (now known
as ALLTEL Mortgage Information Services, Inc.), the nation's largest provider
of software and processing services to the mortgage industry. CPI has a
comprehensive set of proprietary software systems which includes the Mortgage
Servicing Package, Residential Loan Inventory Control Package, the Residential
Loan Production Control Package, and a number of related systems as well as
consulting, training, portfolio conversion and other services.
In 1991, the Company acquired Missouri Telephone Company. Missouri Telephone
Company served approximately 20,000 customer access lines and 3,400 cable
television customers in Missouri. It also had 320,000 cellular "pops"
including 48 percent ownership in the Springfield, Mo. MSA cellular market
where together with ALLTEL Mobile, the Company owns a 100 percent interest.
In early 1991, Systematics Information Services, Inc. ("Systematics") (now
known as ALLTEL Information Services, Inc.) acquired Systems Limited, an
international banking software firm headquartered in Hong Kong. Systems
Limited is a provider of wholesale banking software.
In January 1991, Systematics completed its acquisition of the cellular
telephone billing and information system software of C-TEC Corporation
("C-TEC"), an independent telecommunications company.
2
ALLTEL Corporation
Securities and Exchange Commission
Form 10-K, Part I
Item 1. Business
THE COMPANY (continued)
DISPOSITIONS
In November 1994, the Company signed definitive agreements to sell certain
telephone properties serving approximately 117,000 access lines in Arizona,
California, Nevada, New Mexico, Oregon, Tennessee, Utah and West Virginia to
Citizens Utilities Company ("Citizens") in exchange for approximately $290
million in cash and assumed debt and 3,600 access lines in Pennsylvania.
During 1995, the sale of all properties except for those in Nevada was
completed. The Company expects to complete the sale of the Nevada properties
in early 1996. Once completed, this transaction will result in the Company's
telephone operating subsidiaries serving approximately 1.6 million
access lines in 14 states.
In 1995, as part of its agreement to sell certain telephone properties, the
Company also completed the sale of certain of its cable television properties
to Citizens. These cable television properties served approximately
6,800 customers in Arizona, California, New Mexico and Utah. The Company also
completed in 1995 the sale of its cable television properties in Texas which
served approximately 7,200 customers. Following these sales, the Company
provides cable television service to approximately 3,400 customers, primarily
to residents of Bolivar and Stockton, Missouri.
In 1995, ALLTEL Information Services sold all of the assets related to its
check processing operations, including substantially all of the customer
contracts. The check processing operations were not part of the Company's
long-term growth strategy for its information services business.
In 1992, the Company sold substantially all of the assets of Ocean Technology,
Inc. ("OTI"), which designed, developed, manufactured and marketed products
for use in military command, control and communications systems. After the sale
of OTI, the Company did not have any manufacturing operations.
In 1991, the Company completed the sale of all of its natural gas operations.
MANAGEMENT
The Company's staff at its headquarters and regional offices supervise,
coordinate and assist subsidiaries in management activities, investor
relations, acquisitions, corporate planning, insurance, and technical research.
They also coordinate the financing program for the entire corporate system.
EMPLOYEES
At January 31, 1996, the Company had 15,698 employees. Some of the employees
of the Company's telephone subsidiaries are part of collective bargaining
units. The Company maintains good relations with all employee groups.
INDUSTRY SEGMENTS
Financial information about industry segments is included in the Company's 1995
Annual Report to Stockholders, which is incorporated herein by reference.
3
ALLTEL Corporation
Securities and Exchange Commission
Form 10-K, Part I
Item 1. Business
TELEPHONE OPERATIONS
LOCAL SERVICE
General
The Company's telephone operating subsidiaries provide local service to over
1,623,000 customer lines through 597 exchanges in 15 states. The telephone
operating subsidiaries also offer facilities for private line, data
transmission and other communications services.
Regulation
Historically, the Company's telephone operating subsidiaries have provided
local telephone service under franchises granted by state regulatory
commissions and have been subject to regulation by those regulatory
commissions. These regulatory commissions have had primary jurisdiction over
various matters including local and intrastate toll rates, quality of service,
the issuance of securities, depreciation rates, the disposition of public
utility property, the issuance of debt, and the accounting systems used by
those subsidiaries. The Federal Communications Commission ("FCC") has
historically had primary jurisdiction over the interstate toll and access
rates of these companies and issues related to interstate telephone service.
The Telecommunications Act of 1996 (the "96 Act"), which became effective on
February 8, 1996, has substantially modified both the states' and the FCC's
jurisdictions in the regulation of local exchange telephone companies. The
96 Act prohibits any state legislative or regulatory restrictions or barriers
to entry regarding the provision of local telephone service. The 96 Act
requires the FCC to develop regulations to implement various sections of the
96 Act within six months after the date of enactment of the 96 Act, including
the obligations imposed on incumbent local exchange carriers to interconnect
with the networks of other telecommunications carriers (including competing
telecommunications carriers), unbundling of services into network elements,
repricing of their services at wholesale rates for the purpose of permitting
resale of those services, allowing other telecommunications carriers physically
to collocate their equipment on the premises of the incumbent local exchange
carriers, and requiring telecommunications carriers to compensate one another
based on their own costs for the transport and termination of calls on one
anothers' networks.
The Company's telephone operating subsidiaries are exempt from certain of the
foregoing obligations unless, in response to a bona fide request, a state
regulatory commission removes that exemption. The Company's telephone
operating subsidiaries may, by petitioning the appropriate state regulatory
commission, also qualify for exemption from certain other of those
obligations. In addition, the 96 Act requires the FCC to institute and refer
to a Federal-State Joint Board a proceeding to recommend changes to the
current method of subsidizing universal service to assure the availability
of quality telephone services at just, reasonable and affordable rates.
There were no local rate increases granted to any of the Company's telephone
operating subsidiaries in 1995, nor are there any rate requests currently
pending before regulatory commissions. During 1995, telephone operations
were affected by certain regulatory commission orders designed to reduce
earnings levels. These orders did not materially affect the results of
operations of the Company's telephone operating subsidiaries. Certain states
in which the Company's telephone operating subsidiaries operate have adopted
alternatives to rate-of-return regulation, either through legislative changes
or by regulatory commission actions. The Company has adopted alternative
regulation in certain states and continues to evaluate alternative regulation
for its other telephone operating subsidiaries.
4
ALLTEL Corporation
Securities and Exchange Commission
Form 10-K, Part I
Item 1. Business
TELEPHONE OPERATIONS (continued)
LOCAL SERVICE (continued)
Competition
Historically, the Company's telephone operating subsidiaries have not
experienced significant competition in the service areas allocated to them by
the state regulatory commissions. As a result of the passage of the 96 Act,
the Company's local telephone operating subsidiaries should experience
increased competition from various sources, including, but not limited to,
resellers of their local exchange services, large end users installing their
own networks, interexchange carriers, satellite transmission services, cellular
communications providers, cable television companies, radio-based personal
communications companies, competitive access providers and other systems
capable of completely or partially bypassing the local telephone facilities.
The Company cannot predict the specific effects of competition on its local
telephone business, but is intent on meeting and taking advantage of the
various opportunities that competition should provide. The Company is
currently addressing potential competition by focusing on improved customer
satisfaction, reducing its costs, increasing efficiency, restructuring rates
and examining new product offerings and new markets for entry.
ACCESS SERVICES
General
The Company's telephone operating subsidiaries offer equal access to nearly
98 percent of their customers. Equal access enables customers to choose their
long-distance company. The Company's telephone operating subsidiaries
program their equipment to allow customers to access their selected
long-distance company by dialing 1, the area code, and a seven-digit telephone
number. Long-distance companies pay access charges to the Company's telephone
operating subsidiaries for the use of their local networks to originate and
terminate their long-distance calls.
Regulation
The FCC authorizes a rate-of-return ("ROR") that telephone companies may earn
on the interstate services they provide. The current ROR is 11.25 percent for
companiesremaining under ROR regulation. The FCC is currently considering
changing the 11.25 percent ROR as a result of lower market interest rates.
Effective January 1, 1991, the FCC replaced ROR regulation with price cap
regulation for the Bell Operating Companies and GTE Corporation and allowed
all other companies that did not remain in the National Exchange Carrier
Association ("NECA") Common Line and Traffic Sensitive Pools the option of
price cap regulation. The FCC undertook a comprehensive review of price cap
regulation in 1994, adopted certain interim rules for price cap companies in
1995 and initiated a further proceeding on price caps that is expected to
conclude in 1996.
5
ALLTEL Corporation
Securities and Exchange Commission
Form 10-K, Part I
Item 1. Business
TELEPHONE OPERATIONS (continued)
ACCESS SERVICES (continued)
Regulation (continued)
Price cap regulation provides for earnings potential that differs from ROR
regulation, depending on the "productivity offset" the company chooses. In
addition, companies electing price cap regulation may make adjustments for the
rate of inflation and exogenous costs (such as separations and tax law
changes). Price cap regulation is designed to allow greater pricing
flexibility and includes the risk of earnings lower than that which may have
been earned under ROR regulation. If any of the Company's local telephone
operating subsidiaries were to elect price cap regulation, then all of its
affiliated telephone operating companies would also have to elect price cap
regulation at the same time.
In 1992, the FCC initiated a rulemaking proceeding (CC Docket No. 92-135) to
address regulatory alternatives for mid-size and small local exchange
carriers. This proceeding resulted in a set of rules, adopted in September of
1993, that provide for a non-price cap form of alternative regulation. The
Company's telephone operating subsidiaries would be eligible for this form of
regulation. The Company's telephone operating subsidiaries have not elected
price cap regulation for interstate purposes and continue to evaluate the
various forms of alternative regulation.
The effect of the 96 Act on the FCC's regulations concerning ROR regulation
and alternative regulation is not yet clear, although, as a result of the
enactment of the 96 Act, it is likely that the FCC will reexamine its rules to
reflect the provisions of the 96 Act and the associated increased competitive
market conditions.
The Company's telephone operating subsidiaries currently receive compensation
from long-distance companies for intrastate, intraLATA services through access
charges or toll settlements that are subject to state regulatory commission
approval.
The 96 Act requires each local exchange carrier to continue to provide access
services in accordance with requirements effective on the date immediately
preceding the effective date of the 96 Act, until those requirements are
specifically superseded by regulations prescribed by the FCC. The FCC is
required, within six months after the date of the enactment of the 96 Act, to
establish regulations, as necessary, to implement the interconnection,
unbundled access, resale, and collocation requirements of the 96 Act. The 96
Act requires that interconnection and unbundled network elements be priced at
just and reasonable rates, based on costs, and that compensation for transport
and termination of traffic be reciprocal among carriers and be just and
reasonable.
Billing and collection
Interstate billing and collection services were previously detariffed as
ordered by the FCC. The Company's telephone operating subsidiaries continue to
provide interstate billing and collection services for interexchange carriers
through various agreements and also provide intrastate billing and collection
services under state tariff arrangements or under contract where these
services are detariffed. The demand for these services may increase as a
result of the entrance of other carriers in the local and long-distance
markets.
6
ALLTEL Corporation
Securities and Exchange Commission
Form 10-K, Part I
Item 1. Business
TELEPHONE OPERATIONS (continued)
ACCESS SERVICES (continued)
Competition
One consequence of competition is the bypass of the Company's telephone
operating subsidiaries' facilities by local networks constructed by new
providers of local exchange telephone services. While currently there has
been no significant measurable effect on the Company's telephone operating
subsidiaries due to competition, the 96 Act may facilitate various forms of
bypass of the Company's telephone operating subsidiaries' networks.
CELLULAR OPERATIONS
GENERAL
ALLTEL Mobile provides cellular telephone service in various markets
throughout the United States to a wide array of customers. As cellular
telephones have become increasingly popular across broader segments of the
population, ALLTEL Mobile has, in addition to its traditional sales offices,
opened retail outlets and located retail centers in high traffic department
stores, where customers can purchase equipment and subscribe to ALLTEL
Mobile services.
BUSINESS
One measure of a cellular telephone market's potential is the market's
population times the percent of a company's ownership interest of the
cellular operation in that market ("pops"). ALLTEL Mobile owns a majority
interest in cellular operations in 13 MSAs and a minority interest in 14 other
MSAs, which total 5.0 million MSA cellular pops. ALLTEL Mobile also owns a
majority interest in cellular operations in 40 RSAs and a minority interest in
32 other RSAs, which total 3.2 million cellular pops. ALLTEL Mobile operates
systems in Montgomery, Alabama; Ft. Smith, Arkansas; Fayetteville, Arkansas;
Little Rock, Arkansas; Ocala/Gainesville, Florida; Albany, Georgia; Aiken,
South Carolina/Augusta, Georgia; Savannah, Georgia; Springfield, Missouri;
Charlotte, North Carolina; Columbia, South Carolina and Florence, South
Carolina.
ALLTEL Mobile's subscriber fees are based upon the prevailing market and
competitive conditions which exist in each service area operated. At
December 31, 1995, ALLTEL Mobile provided service to more than 624,000
customers, which, based on its 8.2 million total pops, represented a market
penetration rate of 7.6 percent. For the year ended December 31, 1995, ALLTEL
Mobile's churn rate averaged 2.2 percent in its cellular service areas, which
is comparable to the industry average.
7
ALLTEL Corporation
Securities and Exchange Commission
Form 10-K, Part I
Item 1. Business
CELLULAR OPERATIONS (continued)
COMPETITION
Cellular carriers today face competition from a second carrier licensed to
provide cellular telephone services in the same geographic area, as well as
from cellular resellers who buy bulk cellular services from one of the two
licensees and resell it to their customers.
ALLTEL Mobile will face new competitors in its markets as a result of the
licensing of new wireless service providers including providers of personal
communication services ("PCS") and enhanced mobile services. The Company
expects these PCS providers to begin operations in ALLTEL Mobile's markets
during 1996.
The 96 Act provides cellular carriers numerous opportunities to emerge as full
competitors to traditional telephone companies, including the opportunity to
resell local telephone services and to be compensated by other
telecommunications carriers for calls terminated on the cellular carriers'
networks. Cellular carriers are not subject to the enhanced interconnection,
resale, unbundling and other obligations that the 96 Act imposed on the local
exchange companies unless the FCC determines cellular carriers should be
considered local exchange carriers under the 96 Act. The 96 Act limits the
imposition on cellular carriers of equal access requirements without a
detailed FCC rulemaking. The 1993 Omnibus Budget Reconciliation Act preempted
most state regulation of cellular carriers, therefore, cellular carriers'
services are likely to continue to be minimally regulated for the foreseeable
future.
PAGING
ALLTEL Mobile also operates wide-area computer-driven paging networks as a
complementary service to cellular telephones in Arkansas and Florida. At
December 31, 1995, ALLTEL Mobile provided paging service to more than
31,000 customers, which, based on the total pops in its service areas of 1.9
million, represented a market penetration rate of 1.7 percent. For the year
ended December 31, 1995, revenues per subscriber averaged $12 per
month, and ALLTEL Mobile's churn rate averaged 3.0 percent in its paging
service areas.
INFORMATION SERVICES
GENERAL
Effective February 15, 1995, the Company changed the names of its principal
information services subsidiaries. Systematics Information Services, Inc. was
changed to ALLTEL Information Services, Inc., Systematics Financial Services,
Inc. was changed to ALLTEL Financial Information Services, Inc., Computer
Power, Inc. was changed to ALLTEL Mortgage Information Services, Inc.,
Systematics Healthcare Services, Inc. was changed to ALLTEL Healthcare
Information Services, Inc. and Systematics Telecommunications Services, Inc.
was changed to ALLTEL Telecom Information Services, Inc.
ALLTEL Information Services, Inc. ("ALLTEL Information Services") provides a
wide range of information processing services to the financial services,
healthcare and telecommunications industries through information processing
centers that it staffs, equips and operates. Information processing contracts
are generally for a multi-year period. ALLTEL Information Services also
markets software worldwide to financial services, healthcare and
telecommunications companies operating their own information processing
departments.
8
ALLTEL Corporation
Securities and Exchange Commission
Form 10-K, Part I
Item 1. Business
INFORMATION SERVICES (continued)
GENERAL (continued)
ALLTEL Financial Information Services, Inc. ( the "Financial Division") markets
software and services that have been developed and improved continuously over
the last 27 years and are designed to fulfill substantially all of the retail
information processing and management information requirements of financial
institutions. ALLTEL Telecom Information Services, Inc. (the "Telecom
Division") is primarily engaged in the development and marketing of billing
services and customer care software to local telephone and cellular companies.
In addition, the Telecom Division provides data processing and outsourcing
services to both wireline and wireless telecommunications service providers.
ALLTEL Healthcare Information Services, Inc. (the "Healthcare Division") is
primarily engaged in the development and marketing of comprehensive patient
centered healthcare enterprise information systems to medium to large
healthcare companies throughout North America and Europe. These systems are
designed to enhance the quality of patient care, control processing costs and
provide substantially all of the patient care information requirements
of its users. Under typical arrangements with hospitals, software is licensed
under perpetual license arrangements. Software and hardware maintenance are
normally contracted for periods of five to seven years. Contracts to install
software normally range over periods from twelve to eighteen months. Other
services provided include training, consulting and data processing services.
ALLTEL Mortgage Information Services, Inc. (the "Mortgage Division") provides
data processing and related computer software and systems to financial
institutions originating and/or servicing single family mortgage loans. This
subsidiary's software products and processing services, combined with its team
of consultants, are intended to offer a cost-effective alternative to the
extensive technical support staff and the enlarged group of mortgage
bankers which would otherwise have to be assembled in-house by each customer.
The Mortgage Division's on-line systems automate processing functions required
in the origination of mortgage loans, the management of such loans while in
inventory before they are sold in the secondary market, and their subsequent
servicing.
CUSTOMERS
The Financial Division's primary market for its financial products and
services are the nation's commercial banks and savings institutions and
financial institutions outside the United States, primarily in Europe and Asia.
Financial software and services are also marketed to mortgage service
companies, credit unions and healthcare companies. The Telecom Division's
primary market for its telecommunications products and services is the top 150
telephone companies and top 50 cellular companies in the United States. The
Healthcare Division's primary market for its healthcare software products are
hospitals with 400 or more beds, many of which are large, state funded
hospitals (including a significant number of university hospitals) and other
large healthcare providers. The Mortgage Division provides its services
primarily to financial institutions originating or servicing single family
mortgage loans that have sold the loans in the secondary market while
continuing to service the loans. These institutions, which include many of
the largest servicers of residential mortgages, are located throughout the
United States. In total, nearly 16 million mortgage loans representing over
$1.3 trillion are processed using the Mortgage Division's software.
9
ALLTEL Corporation
Securities and Exchange Commission
Form 10-K, Part I
Item 1. Business
INFORMATION SERVICES (continued)
COMPETITION
The Financial Division's competition primarily comes from "in-house" bank
information processing departments and other companies engaged in active
competition for financial institution outsourcing contracts. Numerous large
financial institutions provide information processing for smaller institutions
in their respective geographic areas, along with other companies that perform
such services for small institutions. There are also other companies that
provide information processing services to the telecommunications industry.
Competition in the healthcare industry primarily comes from other companies
that provide comprehensive integrated hospital information systems and from
companies which offer solutions for individual departments within the
respective healthcare enterprises. The Mortgage Division's competition comes
from "in-house" information processing departments and from other companies
that offer information processing services to the mortgage banking industry.
The information services subsidiaries compete in each of their markets by
providing a high level of service and support. The information services
subsidiaries substantially rely upon and vigorously enforce contract and trade
secret laws and internal non-disclosure safeguards to protect the proprietary
nature of their computer software.
REGULATION AND EXAMINATION
Both the Financial Division and the Mortgage Division are regulated by the
federal agencies that have supervisory authority over banking, thrift, and
credit union operations. The Financial Division is also classified as one of
twelve national vendors that, as a result of their market share, process a
significant portion of the financial industry's assets. These industry
leaders are also examined by the federal Financial Institutions Examination
Council on an ongoing basis. The information services subsidiaries' management
practices, policies, procedures, standards, and overall financial condition
are components of these reviews.
In addition to these corporate examinations, the information services
subsidiaries' individual processing sites are examined, as if they were
departments of their respective clients, by federal and state regulators, as
well as the clients' internal audit departments and their independent auditing
firms. The same standards of performance are applied to those information
processing centers as are applied to the client financial institutions.
Reports of the information services subsidiaries' data center performance are
furnished to the Board of Directors of ALLTEL Information Services and to the
Board of Directors of the examined client. The supervisory agencies include
applicable state banking departments, the Federal Deposit Insurance
Corporation, the Office of Thrift Supervision, the Office of the Comptroller of
the Currency, the Board of Governors of the Federal Reserve System, and the
National Credit Union Administration. The information services subsidiaries'
processing contracts include a commitment to install all necessary changes in
its computer software that are required by changes in regulations.
The Healthcare Division's operations are not specifically regulated by any
federal or state healthcare agency. However, its software must meet all
federal and state reporting requirements of its customers, including Medicare,
Medicaid and other state-sponsored programs.
10
ALLTEL Corporation
Securities and Exchange Commission
Form 10-K, Part I
Item 1. Business
INFORMATION SERVICES (continued)
REGULATION AND EXAMINATION (continued)
The Mortgage Division operates transmitters at the network's information
processing facility hub and operates very small aperture technology ("VSAT")
earth stations at numerous customer locations. Prior to initiation,
construction or operation of the transmitters used in a VSAT satellite network,
operators of these transmitters are required by the Communications Act of 1934
to be authorized by the FCC. The FCC grants licenses to VSAT operators
for a predetermined number of earth stations that may be placed at unspecified
locations in the United States. The Mortgage Division holds five VSAT
licenses issued by the FCC to operate its domestic earth station satellite
network, consisting of one 8.1m license for its VSAT hub located in
Jacksonville, Florida and four other VSAT licenses ranging from 1.0m to 2.4m.
Three of the VSAT licenses, including the 8.1m license, will expire in 1997,
and the remaining two licenses will expire in 2003.
PRODUCT DEVELOPMENT AND SUPPORT
In the past five years, the information services subsidiaries have spent
approximately $215.5 million ($62.6 million in 1995) on mainframe and client
server software design and development. The information services subsidiaries
have also begun to develop products which will be utilized in a UNIX based
environment. Changes in regulatory requirements of both state and federal
authorities, increasing competition, and the development of new products and
markets create the need to continually update or modify existing software and
systems offered to customers. The information services subsidiaries intend
to continue to maintain, improve, and expand the functions and capabilities
of their software products over the next several years.
OTHER
In 1995, ALLTEL Information Services signed a long-term agreement to provide
development and management of GO Communications Corporation's information
systems. Under terms of the ten year contract, if Go Communications is
successful in the FCC's "C" band PCS auction, the Telecom Division will
develop, integrate and manage GO Communication Corporation's information
systems through utilization of its proprietary Virtuoso software and the
development of an enterprise-wide operational support system.
In 1994, ALLTEL Information Services signed a long-term agreement to provide
information processing services for the telephone operations of Citizens.
Under terms of the ten year contract, the Telecom Division will provide
complete outsourcing services for Citizens' telephone customers, including
generating Citizens' billing, customer service information, engineering, and
operational support. This contract also includes providing all information
processing services for ALLTEL's telephone operations.
In 1993, ALLTEL Information Services signed a long-term agreement with GTE
Telecommunications Products and Services Group to outsource GTE's cellular
billing operations. Also in 1993, the Healthcare Division signed its
first hospital outsourcing contract with St. Joseph's Hospital in Parkersburg,
West Virginia. Under terms of the five-year contract, the Healthcare
Division assumed all healthcare information systems operations for this 375 bed
hospital, including providing on-site and remote management, software
implementation and support, hardware and network management and maintenance.
11
ALLTEL Corporation
Securities and Exchange Commission
Form 10-K, Part I
Item 1. Business
PRODUCT DISTRIBUTION OPERATIONS
GENERAL
ALLTEL Supply, Inc. ("ALLTEL Supply"), with sixteen warehouses and fifteen
counter-sales showrooms across the United States, is a major distributor of
telecommunications equipment and materials. It supplies equipment to
affiliated and non-affiliated telephone companies, business systems suppliers,
railroads, governments, and retail and industrial companies. HWC Distribution
Corp. ("HWC"), with nine warehouses throughout the United States, is a
major supplier of specialty wire and cable products.
COMPETITION
ALLTEL Supply and HWC (the "Distribution companies") experience substantial
competition throughout their sales territories from other distribution
companies and direct sales by manufacturers. Competition is based primarily
on quality, product availability, service, price, and technical assistance.
Since the products distributed by the Distribution companies are also offered
by other competitors, the Distribution companies differentiate themselves
from competitors by providing value-added services such as offering expert
technical assistance, maintaining extensive inventories in strategically
located warehouses and counter-sales show rooms to facilitate single
supplier sourcing and "just-in-time" delivery, maintaining a full range of
alternative product lines, and by providing staging, assembly and other
services. The Company is continually evaluating and implementing policies
and strategies which will meet customer expectations and position the
Distribution companies in the market as a quality customer-focused
distributor. Examples of these policies and strategies include the customer
cable management program offered by HWC and the "just-in-time" inventory
program by ALLTEL Supply.
PRODUCTS
ALLTEL Supply offers more than 42,000 products for sale. In addition, ALLTEL
Supply inventories single and multi-line telephone sets, local area
networks ("LANs"), switching equipment modules, interior cable, pole line
hardware, and various other telecommunications supply items.
HWC inventories approximately 43,000 reels of specialty wire and cable. These
include shielded and unshielded power cables, flame resistant cables, and high
temperature precision engineered cables.
The Distribution companies have not encountered any material shortages or
delays in delivery of products from their suppliers.
DIRECTORY PUBLISHING
ALLTEL Publishing coordinates advertising, sales, printing, and distribution
for 356 telephone directories in 38 states. In October 1993, ALLTEL
Publishing completed its purchase of GTE Directories independent publishing
business, which included contracts with more than 125 independent telephone
companies across the country. Under terms of the agreement, ALLTEL Publishing
provides all directory publishing services including contract management,
production and marketing. As subcontractor, GTE Directories provides directory
sales and printing services through a separate contract with ALLTEL Publishing.
12
ALLTEL Corporation
Securities and Exchange Commission
Form 10-K, Part I
Item 1. Business
CABLE TELEVISION SERVICE
As previously discussed, the Company disposed of substantially all of its
cable television operations during 1995. As part of its agreement to sell
certain telephone properties, the Company also completed the sale of certain
cable television properties to Citizens. These cable television properties
served approximately 6,800 customers in Arizona, California, New Mexico and
Utah. The Company also completed in 1995 the sale of its cable television
properties in Texas which served approximately 7,200 customers. As a result of
these sales, the Company's cable television operations are limited to only
providing service to approximately 3,400 customers located in the cities of
Bolivar and Stockton, Missouri. These remaining cable television properties
are not significant to the ongoing operations of the Company.
The Company does not hold any spectrum or other licenses issued by the FCC
related to its cable television operations. The Company's cable system
receives signals by means of special antennae, microwave relay systems and
earth stations. The system amplifies such signals and distributes programs to
subscribers through a coaxial cable system. The number of broadcast channels
provided by the Company in each of its two service areas are 26 channels.
The sources of the Company's cable television programming consist of the
signals received from national television networks, local and other independent
television stations that operate in or near to the Company's service areas,
satellite-delivered non-broadcast channels, and public service announcements.
Through contractual arrangements, the Company has obtained the authority to
re-transmit the program offerings supplied by these providers.
INVESTMENTS
WORLDCOM, INC.
The Company owns approximately a 7 percent interest in WorldCom, Inc.
(formerly LDDS Communications, Inc.), a publicly-held company. WorldCom, Inc.
is a large long-distance company in the United States and is a full service
provider of international telecommunications and specialized broadcasting
services.
GO COMMUNICATIONS CORPORATION
During 1995, the Company made an approximate $32 million investment in GO
Communications Corporation, a bidder in the FCC's "C" band PCS auction that is
scheduled to be concluded in early 1996. As a result, the Company owns
approximately a 20 percent interest in GO Communications Corporation.
HORIZON TELECOM, INC.
ALLTEL owns a 19.8 percent interest in Horizon Telecom, Inc. (formerly
Chillicothe Telephone Company), which serves approximately 27,000 telephone
lines in Ohio. Frederick G. Griech, President of ALLTEL Telephone Services
Corporation's Northeast Region, and Dennis Mervis, President of ALLTEL Ohio,
Inc. and The Western Reserve Telephone Company, are members of Horizon
Telecom, Inc.'s Board of Directors.
COMDIAL CORPORATION
During 1995, the Company sold approximately one-half of its shares of stock in
Comdial Corporation, a producer of quality telephone sets and key systems. As
a result, the Company now owns approximately a 3 percent interest in Comdial
Corporation.
13
ALLTEL Corporation
Securities and Exchange Commission
Form 10-K, Part I
Item 2. Properties
TELEPHONE PROPERTY
The Company's telephone property in service consists primarily of land and
buildings, central office equipment, telephone lines, and related equipment.
The gross investment by category in telephone property as of December 31, 1995
was as follows:
(Thousands)
Telephone-
Land, buildings and leasehold improvements $ 276,785
Central office equipment 1,269,038
Outside plant 1,904,764
Furniture, fixtures, vehicles and other 282,881
Total $3,733,468
Standard practices prevailing in the telephone industry are followed by the
Company's telephone operating subsidiaries in the construction and maintenance
of plant and facilities. Certain properties of the Company and its telephone
operating subsidiaries are pledged as collateral for long-term debt.
OTHER PROPERTY
Other properties of the Company in service consist primarily of property, plant
and equipment used in information services, product distribution and cellular
telephone operations. The total investment by category for these operations
as of December 31, 1995 was as follows:
(Thousands)
Land, buildings and leasehold improvements $ 205,891
Data processing equipment 340,741
Cellular telephone plant and equipment 331,755
Furniture, fixtures and miscellaneous 81,623
Total $ 960,010
All of the Company's property is considered to be in reasonably sound
operating condition.
Item 3. Legal Proceedings
The Company is not currently involved in any material pending legal
proceedings, other than routine litigation incidental to its
business, and, to the knowledge of the Company's management, no
material legal proceedings, either private or governmental, are
contemplated or threatened.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to the security holders for a vote during
the fourth quarter of the fiscal year.
14
ALLTEL Corporation
Securities and Exchange Commission
Form 10-K, Part II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
As of January 31, 1996, the approximate number of stockholders of
common stock including an estimate for those holding shares in
brokers' accounts was 92,000. For additional information pertaining
to Markets for ALLTEL Corporation's Common Stock and Related
Stockholder Matters, refer to pages 37, 39, 43 and the inside back
cover of ALLTEL's 1995 Annual Report to Stockholders, which is
incorporated herein by reference.
Item 6. Selected Financial Data
For information pertaining to Selected Financial Data of ALLTEL
Corporation, refer to page 34 of ALLTEL's 1995 Annual Report to
Stockholders, which is incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
For information pertaining to Management's Discussion and Analysis
of Financial Condition and Results of Operations of ALLTEL
Corporation, refer to pages 27-32 of ALLTEL's 1995 Annual Report to
Stockholders, which is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
For information pertaining to Financial Statements and Supplementary
Data of ALLTEL Corporation, refer to pages 33 and 35-47 of ALLTEL's
1995 Annual Report to Stockholders, which is incorporated herein by
reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
During the two most recent fiscal years or the subsequent interim
period up to the date of this Form 10-K, there were no disagreements
with the Company's independent certified public accountants on any
matter of accounting principles or practices, financial statement
disclosures or auditing scope or procedures. In addition, none of
the "kinds of events" described in item 304(a)(1)(v)(A),(B),(C)
and (D) of Regulation S-K have occurred.
15
ALLTEL Corporation
Securities and Exchange Commission
Form 10-K, Part III
Item 10(a). Directors of the Registrant
For information pertaining to Directors of ALLTEL Corporation
refer to "Election of Directors" in ALLTEL's Proxy Statement for
its 1996 Annual Meeting of Stockholders, which is incorporated
herein by reference.
Item 10(b). Executive Officers of the Registrant
Name Age Position
Joe T. Ford 58 Chairman, President and Chief
Executive Officer
* Scott T. Ford 33 Executive Vice President
Tom T. Orsini 45 Executive Vice President
Dennis J. Ferra 42 Senior Vice President and
Chief Financial Officer
Francis X. Frantz 42 Senior Vice President -
External Affairs, General
Counsel and Secretary
John L. Comparin 43 Vice President - Human
Resources and Administration
Ronald D. Payne 49 Vice President - Strategic
Planning and Business
Development
Jerry M. Green 48 Treasurer
John M. Mueller 45 Controller
Deborah J. Akins 40 Assistant Treasurer
* - On January 25, 1996, Scott T. Ford was elected as a Director of the
Company. On January 31, 1996, Scott T. Ford was named Executive Vice
President of the Company.
There are no arrangements between any officer and any other person pursuant to
which he/she was selected as an officer. Except for Scott T. Ford, each of
the officers named above has been employed by ALLTEL or a subsidiary for the
last five years. Prior to joining ALLTEL, Scott T. Ford served as Assistant to
the Chairman of Stephens Group, Inc. of Little Rock, Arkansas.
Item 11. Executive Compensation
For information pertaining to Executive Compensation, refer to
"Management Compensation" in ALLTEL's Proxy Statement for its 1996
Annual Meeting of Stockholders, which is incorporated herein by
reference.
16
ALLTEL Corporation
Securities and Exchange Commission
Form 10-K, Part III
Item 12. Security Ownership of Certain Beneficial Owners and Management
For information pertaining to beneficial ownership of ALLTEL
securities, refer to "Security Ownership of Certain Beneficial Owners
and Management" in ALLTEL's Proxy Statement for its 1996 Annual
Meeting of Stockholders, which is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
For information pertaining to Certain Relationships and Related
Transactions, refer to "Certain Transactions" in ALLTEL's Proxy
Statement for its 1996 Annual Meeting of Stockholders, which is
incorporated herein by reference.
Form 10-K, Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) The following documents are filed as a part of this report:
1. Financial Statements:
The following Consolidated Financial Statements of ALLTEL
Corporation and subsidiaries, included in the annual report of
ALLTEL Corporation to its stockholders for the year ended
December 31, 1995, are incorporated herein by reference:
Annual Report
Page Number
Report of Independent Public Accountants 33
Consolidated Statements of Income -
for the years ended December 31, 1995, 1994 and 1993 35
Consolidated Balance Sheets - December 31, 1995 and 1994 36-37
Consolidated Statements of Cash Flows -
for the years ended December 31, 1995, 1994 and 1993 38
Consolidated Statements of Shareholders' Equity -
for the years ended December 31, 1995, 1994 and 1993 39
Notes to Consolidated Financial Statements 41-47
Supplementary Information-Business Segment Information 40 and 46
The Consolidated Financial Statements and Supplementary Financial
Information listed in the above index which are included in the 1995
Annual Report to Stockholders of ALLTEL Corporation are hereby
incorporated by reference.
17
ALLTEL Corporation
Securities and Exchange Commission
Form 10-K, Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(continued):
2. Financial Statement Schedules:
Form 10-K
Page Number
Report of Independent Public Accountants 20
Schedule II. Valuation and Qualifying Accounts 21
3. Exhibits:
See "Exhibit Index" located on page 22-26 of this document.
(b) No reports on Form 8-K were filed during the last quarter of 1995.
Separate condensed financial statements of ALLTEL Corporation have
been omitted since the Company meets the tests set forth in
Regulation S-X Rule 4-08(e)(3). All other schedules are omitted
since the required information is not present or is not present in
amounts sufficient to require submission of the schedule, or because
the information required is included in the consolidated financial
statements and notes thereto.
18
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
ALLTEL Corporation
Registrant
By /s/ Joe T. Ford
Joe T. Ford, Chairman, President and Date: February 20, 1996
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
By /s/ Dennis J. Ferra Date: February 20, 1996
Dennis J. Ferra, Senior Vice President and
Chief Financial Officer
* Joe T. Ford, Chairman, President,
Chief Executive Officer, and Director
* Scott T. Ford, Executive Vice President and Director
* Dennis J. Ferra, Senior Vice President and
Chief Financial Officer
* John M. Mueller, Controller
By /s/Dennis J. Ferra
* Ben W. Agee, Director *(Dennis J. Ferra,
Attorney-in-fact)
* Michael D. Andreas, Director
Date: February 20, 1996
* John R. Belk, Director
* Lawrence L. Gellerstedt III, Director
* W. W. Johnson, Director
* Emon A. Mahony, Jr., Director
* John P. McConnell, Director
* Josie C. Natori, Director
* John E. Steuri, Director
* Carl H. Tiedemann, Director
* Ronald Townsend, Director
* William H. Zimmer, Jr., Director
19
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders of
ALLTEL Corporation:
We have audited in accordance with generally accepted auditing standards, the
financial statements included in ALLTEL Corporation's Annual Report to
stockholders incorporated by reference in this Form 10-K, and have issued
our report thereon dated January 22, 1996. Our audit was made for the purpose
of forming an opinion on those statements taken as a whole. The schedule on
page 21 is the responsibility of the company's management and is presented for
purposes of complying with the Securities and Exchange Commission's rules and
is not part of the basic financial statements. This schedule has been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, fairly states in all material
respects the financial data required to be set forth therein in relation to the
basic financial statements taken as a whole.
/s/ ARTHUR ANDERSEN LLP
Little Rock, Arkansas,
January 22, 1996.
20
ALLTEL CORPORATION
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(Dollars in Thousands)
Column A Column B Column C Column D Column E
Additions
Per Adjusted Charged to Charged Balance at
Previous Adjustments Beginning Cost and to Other Deduction End of
Description Report (B) Balance Expenses Accounts Describe Period
Allowance for doubtful accounts,
subscribers and others:
For the years ended
December 31, 1995 $21,510 $ - $21,510 $35,860 $ - $38,931 (A) $18,439
December 31, 1994 $10,766 $ 39 $10,805 $33,504 $ - $22,799 (A) $21,510
December 31, 1993 $ 8,849 $ 656 $ 9,505 $13,636 $ - $12,375 (A) $10,766
Notes:
(A) Accounts charged off less recoveries of amounts previously charged off.
(B) Reclassification of amount for companies purchased in 1994 and 1993.
21
EXHIBIT INDEX
Number and Name Page
(3)(a) Amended and Restated Certificate of Incorporation of *
ALLTEL Corporation (incorporated herein by reference to
Exhibit B to Proxy Statement, dated March 9, l990).
(b) By-Laws of ALLTEL Corporation (Exhibit 3(b) to Form SE dated *
February 17, 1993).
(4)(a) Amended and Restated Rights Agreement dated as of April 26, *
l989, between ALLTEL Corporation and Ameritrust Company N.A.
(incorporated herein by reference to Form 8 dated April 26,
l989, filed with the Commission on April 28, l989).
(b) First Amendment to Amended and Restated Rights Agreement dated *
as of April l6, l990, between ALLTEL Corporation and Ameritrust
Company N.A. (incorporated herein by reference to Form SE of
ALLTEL Corporation filed with the Commission on April 23, l990).
(c) The Company agrees to provide to the Commission, upon request, --
copies of any agreement defining rights of long-term debt
holders.
(10)(a)(1) Executive Compensation Agreement and amendments thereto by and *
between the Corporation and Joe T. Ford (incorporated herein by
reference to Exhibit 10(b) to Form 10-K for the fiscal year
ended December 31, 1983).
(a)(2) Modification to Executive Compensation Agreement by and between *
the Corporation and Joe T. Ford effective as of January 1, 1987
(incorporated herein by reference to Exhibit 10(b)(2) to Form
10-K for the fiscal year ended December 31, 1986).
(a)(3) Modification to Executive Compensation Agreement by and between *
ALLTEL Corporation and Joe T. Ford, effective as of January 1,
1991 (incorporated herein by reference to Exhibit 10 of ALLTEL
Corporation Registration Statement (No. 33-44736) on Form S-4
dated December 23, 1991).
(a)(4) Split-dollar Life Insurance Agreement by and between the *
Corporation and Joe T. Ford effective as of March 1, 1994
(incorporated herein by reference to Exhibit 10(a)(4) to Form
10-K for the fiscal year ended December 31, 1994).
(b)(1) Executive Compensation Agreement by and between the Company and *
John E. Steuri effective as of April l7, l990 (incorporated
herein by reference to Exhibit B of ALLTEL Corporation
Registration Statement (No. 33-34495) on Form S-4 dated
April 23, 1990).
(b)(2) Executive Retirement Agreement by and between the Company and 67
John E. Steuri effective as of December 27, l995.
* Incorporated herein by reference as indicated.
22
EXHIBIT INDEX, Continued
Number and Name Page
(10)(c)(1) Change in Control Agreement by and between the Company and *
John L. Comparin effective as of October 24, 1994 (incorporated
herein by reference to Exhibit 10(c)(2) to Form 10-K for the
fiscal year ended December 31, 1994).
(c)(2) Change in Control Agreement by and between the Company and *
Dennis J. Ferra effective as of October 24, 1994 (incorporated
herein by reference to Exhibit 10(c)(3) to Form 10-K for the
fiscal year ended December 31, 1994).
(c)(3) Change in Control Agreement by and between the Company and *
Francis X. Frantz effective as of October 24, 1994
(incorporated herein by reference to Exhibit 10(c)(4) to Form
10-K for the fiscal year ended December 31, 1994).
(c)(4) Change in Control Agreement by and between the Company and *
Tom T. Orsini effective as of October 24, 1994 (incorporated
herein by reference to Exhibit 10(c)(5) to Form 10-K for the
fiscal year ended December 31, 1994).
(c)(5) Change in Control Agreement by and between the Company and *
Ronald D. Payne effective as of October 24, 1994 (incorporated
herein by reference to Exhibit 10(c)(6) to Form 10-K for the
fiscal year ended December 31, 1994).
(d)(1) Split-dollar Life Insurance Agreement by and between the *
Corporation and Dennis J. Ferra effective as of March 1, 1994
(incorporated herein by reference to Exhibit 10(d)(1) to Form
10-K for the fiscal year ended December 31, 1994).
(d)(2) Split-dollar Life Insurance Agreement by and between the *
Corporation and Francis X. Frantz effective as of March 1, 1994
(incorporated herein by reference to Exhibit 10(d)(2) to Form
10-K for the fiscal year ended December 31, 1994).
(d)(3) Split-dollar Life Insurance Agreement by and between the *
Corporation and Tom T. Orsini effective as of March 1, 1994
(incorporated herein by reference to Exhibit 10(d)(3) to
Form 10-K for the fiscal year ended December 31, 1994).
(e)(1) ALLTEL Corporation Supplemental Executive Retirement Plan, *
effective October 24, 1994 (incorporated herein by reference
to Exhibit 10(e)(1) to Form 10-K for the fiscal year ended
December 31, 1994).
(e)(2) Directors' Retirement Plan of ALLTEL Corporation, as amended *
and restated effective January 1, 1994 (incorporated herein
by reference to Exhibit 10(d) to Form 10-K for the fiscal year
ended December 31, 1993).
* Incorporated herein by reference as indicated.
23
EXHIBIT INDEX, Continued
Number and Name Page
(10)(f)(1) Executive Deferred Compensation Plan of ALLTEL Corporation, as *
amended and restated effective October 1, 1993 (incorporated
herein by reference to Exhibit 10(e) to Form 10-K for the fiscal
year ended December 31, 1993).
(f)(2) Deferred Compensation Plan for Directors of ALLTEL Corporation, *
as amended and restated effective October 1, 1993 (incorporated
herein by reference to Exhibit 10(f) to Form 10-K for the fiscal
year ended December 31, 1993).
(g)(l) ALLTEL Corporation 1975 Incentive Stock Option Plan (as amended *
and restated effective July 26, 1988) (incorporated herein by
reference to Exhibit 10(i) to Form 10-K for the fiscal year
ended December 31, 1988).
(g)(2) ALLTEL Corporation 1991 Stock Option Plan (incorporated herein *
by reference to Exhibit A to Proxy Statement, dated March 8,
1991).
(g)(3) ALLTEL Corporation l994 Stock Option Plan for Nonemployee *
Directors (incorporated herein by reference to Exhibit B to
Proxy Statement dated March 4, l994).
(g)(4) ALLTEL Corporation l994 Stock Option Plan for Employees *
(incorporated herein by reference to Exhibit A to Proxy
Statement dated March 4, l994).
(h)(1) Systematics, Inc. 1981 Incentive Stock Option Plan and Amendment *
No. 1 thereto (incorporated herein by reference to Form S-8
(No. 33-35343) of ALLTEL Corporation filed with the Commission
on June 11, 1990).
(h)(2) Stock Purchase Plan for Employees of Systematics Information *
Services, Inc. and its Affiliates, effective June 18, 1991
(incorporated herein by reference to Exhibit 10(h)(2) to
Amendment No. 1 to Form 10-K for the fiscal year ended
December 31, 1993).
(i) ALLTEL Corporation Performance Incentive Compensation Plan as *
amended, effective January 1, 1993 (Exhibit 10(i) to Form SE
dated February 17, 1993).
(j) ALLTEL Corporation Long-Term Performance Incentive Compensation *
Plan, as amended and restated effective January 1, 1993 (Exhibit
10(j) to Form SE dated February 17, 1993).
(j)(1) Amendment No. 1 to ALLTEL Corporation Long-Term Performance *
Incentive Compensation Plan as amended and restated effective
January 1, 1993, (incorporated herein by reference to Exhibit
10(j)(1) to Amendment No. 1 to Form 10-K for the fiscal year
ended December 31, 1993).
(k) ALLTEL Corporation Pension Plan (January 1, 1994 Restatement) *
(incorporated herein by reference to Exhibit 10(k) to Form 10-K
for the fiscal year ended December 31, 1994).
* Incorporated herein by reference as indicated.
24
EXHIBIT INDEX, Continued
Number and Name Page
(10)(k)(1) Amendment No. 1 to ALLTEL Corporation Pension Plan (January 1, *
1994 Restatement) (incorporated herein by reference to Exhibit
10(k)(1) to Form 10-Q for the period ended March 31, 1995).
(k)(2) Amendments No. 2 and 3 to ALLTEL Corporation Pension Plan *
(January 1, 1994 Restatement) (incorporated herein by reference
to Exhibit 10(k)(2) to Form 10-Q for the period ended June 30,
1995).
(k)(3) Amendments No. 4 and 5 to ALLTEL Corporation Pension Plan 81
(January 1, 1994 Restatement).
(l) ALLTEL Corporation Profit-Sharing Plan (January 1, 1994 *
Restatement)(incorporated herein by reference to Exhibit 10(l)
to Form 10-K for the fiscal year ended December 31, 1994).
(l)(1) Amendments No. 1 and 2 to ALLTEL Corporation Profit-Sharing *
Plan (January 1, 1994 Restatement) (incorporated herein by
reference to Exhibit 10(l)(1) to Form 10-Q for the period
ended June 30, 1995).
(l)(2) Amendments No. 3 and 4 to ALLTEL Corporation Profit-Sharing 123
Plan (January 1, 1994 Restatement).
(m) ALLTEL Corporation Benefit Restoration Plan (January 1, 1996 132
Restatement).
(n) Amended and Restated ALLTEL Corporation Supplemental Medical *
Expense Reimbursement Plan (incorporated herein by reference
to Exhibit 10(p) to Form 10-K for the fiscal year ended
December 31, 1990).
(o) ALLTEL Corporation Thrift Plan (January 1, 1994 Restatement) *
(incorporated herein by reference to Exhibit 10(p) to Form 10-K
for the fiscal year ended December 31, 1994).
(o)(1) Amendments No. 1 and 2 to ALLTEL Corporation Thrift Plan *
(January 1, 1994 Restatement) (incorporated herein by reference
to Exhibit 10(p)(1) to Form 10-Q for the period ended
June 30, 1995).
(o)(2) Amendment No. 3 to ALLTEL Corporation Thrift Plan (January 1, 146
1994 Restatement).
(11) Statement re computation of per share earnings. 27
(13) Annual report to stockholders for the year ended December 31, 32
1995. Such report, except for the portions incorporated by
reference herein, is furnished for the information of the SEC
and is not "filed" as part of this report.
* Incorporated herein by reference as indicated.
25
EXHIBIT INDEX, Continued
Number and Name Page
(21) Subsidiaries of the registrant. 28
(23) Consents of experts and counsel. 31
(24) Powers of Attorney. 154
(27) Financial Data Schedule for the year ended December 31, 1995. 158
(99)(a) Annual report on Form 11-K for the Stock Purchase Plan for --
Employees of Systematics Information Services, Inc. and its
Affiliates for the year ended December 31, 1995, will be
filed by amendment.
(99)(b) Annual report on Form 11-K for the ALLTEL Corporation Thrift --
Plan for the year ended December 31, 1995, will be filed by
amendment.
* Incorporated herein by reference as indicated.
26