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Strength in Numbers
       2004 ANNUAL REVIEW
Our performance is a direct reflection of the value our customers place on their relationships with ALLTEL —

relationships based on a commitment from every ALLTEL employee to want what is best for each and every customer.

By becoming our customers’ ally in our everyday interactions, ALLTEL can achieve a unique niche within the

communications industry that will enhance our value, improve our performance and strengthen our market position in

a period of increasingly rapid change.
STRENGTH
                                                                                                              IN NUMBERS
                                                                                                            Each of these circles
                                                                                                             features a measure
                                                                                                          of ALLTEL’s commitment
                                                                                                              to our customers
                                                                                                              and stockholders.




         LETTER TO STOCKHOLDERS
         A new alliance with our customers




                                                                 In last year’s Annual Review, we pledged that ALLTEL “will

                                                                 strike the right balance between delivering great value to our

                                                                 customers and to our shareholders. We will continue to focus on

                                                                 long-term value creation by investing wisely in our business and

                                                                 competing aggressively in our markets.” The achievements of

                                                                 2004 illustrate the continuing commitment of the entire ALLTEL

                                                                 team to deliver on this pledge.
(From left) Skip Frantz, EVP–External Affairs, General Counsel
and Secretary; Jeff Gardner, EVP and CFO; Scott Ford,
President and CEO; Jeff Fox, Group President–Shared
Services; and Kevin Beebe, Group President–Operations                                                                               1
$1.0                                      15%                                        $2.5
           billion in net income                       return on equity                          billion in net cash

                 in 2004                                   in 2004                           provided from operations

                                                                                                      in 2004




    FINANCIAL HIGHLIGHTS

    In 2004, we achieved fully diluted earnings per share of $3.39 under Generally Accepted Accounting Principles (GAAP)

    and $3.37 from current businesses, a 10 percent increase. This exceeded our earnings estimates established in

    early 2004 and is a tribute to the hard work and dedication of all our employees. We also generated net cash from

    operations of $2.5 billion and achieved an annual return on equity of 15 percent.



    The ALLTEL board of directors increased our dividend for the 44th consecutive year, resulting in dividend payments of

    more than $450 million. We repurchased 11.2 million shares of our common stock for approximately $600 million.

    Collectively, we returned more than $1 billion of cash to our shareholders in 2004, while also maintaining one

    of the strongest balance sheets in our industry. Continuing our history of growth through strategic acquisitions, we
    completed two wireless transactions in 2004 and recently announced three transactions that are scheduled for

    completion in 2005, including our $6 billion merger with Western Wireless.



    OPERATING HIGHLIGHTS
    In our wireless business we added slightly more than half a million net new customers, almost double the number

    we added in 2003. Including acquisitions, we added 603,000 wireless customers for an 8 percent increase in our

    overall customer base. We also increased our monthly average revenue per user (ARPU) by 1 percent to $48.13, while
    lowering our retail price per minute approximately 20 percent. The result of our strategy to lower prices and increase
    our customer base under contract, along with our efforts to improve service, was a 35 basis point reduction in

    post-pay churn to 1.74 percent, our lowest annual churn rate in six years.


    In our wireline business we added more than 90,000 new broadband customers, bringing our total broadband customer
    base to nearly 250,000 by year-end — a penetration rate of 12 percent of addressable lines. This growth more
    than offset the loss of 86,000 traditional access lines and, combined with improved feature revenue and expense

    management, allowed us to increase operating income 5 percent year-over-year.



2
$1.0
             44                                       11.2
                                                                                          billion in cash returned to
             years of                                    million
                                                                                            shareholders through
       consecutive dividend                     ALLTEL shares bought back
                                                                                             dividends and share
             increases                                 during 2004
                                                                                             repurchases in 2004




STAYING FOCUSED

While we remain committed to our strategy of delivering shareholder value by focusing on the access needs of

our customers, we are keenly aware of the disrupting effects technology has had on all three elements of the telecom-

munications industry around us. In both the transport and switching sectors, these changes have exerted tremendous

deflationary pressure on the incumbents and spawned new forms of competition and substitution. The same is now

true for our core businesses, the wireless and wireline access businesses. Consequently, the recent merger of Cingular

and AT&T Wireless and the proposed mergers of Sprint and Nextel, and SBC and AT&T are, in our view, rational

responses by incumbent operators and likely not the last mergers in our industry. We expect the battle for the

access relationship to continue as wireless, satellite, wireline and cable companies all pursue the same customers with

increasingly similar offerings.


In this environment, we believe focusing on the customer is the best way to deliver tangible value. Our strength as a

company lies in our passion to get it right or make it right for the people who choose to do business with us. In the

near term, we will continue to improve and expand the services we provide to our customers while simultaneously
maintaining our historical focus on the cost and effectiveness of our operations. Our goal is to produce industry-

leading growth in earnings per share and cash flow generation, while maintaining the conservative balance sheet

needed to maximize our strategic flexibility.



ON COURSE FOR GROWTH

By focusing on the needs of our customers, we can maximize shareholder value from both our wireless and wireline
businesses. In our wireless operations, we intend to grow our customer base and expand the type and quality of

services they purchase from ALLTEL. Following completion of pending mergers in the wireless industry, including our

merger with Western Wireless, ALLTEL will be the nation’s fifth-largest wireless service provider. We will have licenses

covering approximately one quarter of the U.S. population and about half of the land mass. We will introduce our

customer-centric retail model into several newly acquired markets during 2005 and anticipate that wireless will



                                                                                                                           3
70%                                            3                                      $10
        approximate percentage of
                                                    million new customers                        billion in estimated
        total revenue from wireless
                                                       to be acquired in                         combined revenue
          after Western Wireless
                                                       Western Wireless                            after Western
                  merger
                                                            merger                                Wireless merger




    represent about 70 percent of our consolidated revenues by year-end, with about 90 percent to be derived from our

    retail operations. Given our commitment to continue investing in each of the major wireless technologies across our

    extended footprint, we will also be the leading independent roaming partner for each of the four largest wireless

    carriers in America.



    From our wireline operations, we expect continued contributions to our operating cash flow and a further strengthen-

    ing of our role as a broadband access provider. We will also maintain our financial and operational discipline as we

    continue to invest capital in the communities we have proudly served for many decades. Like all other local phone

    companies, we will face increasing challenges in growing operating income in the years ahead due to rapid

    competitive and technological change. Accordingly, in 2005 we will conduct a thorough evaluation of the operations

    and capital structure of this business. Our goal, as always, is to balance the needs of our customers and employees
    with value creation for our shareholders.



    In addressing these future opportunities and challenges, we remain committed to our core principles. Our top priority
    is serving as responsible stewards of our shareholders’ investment in ALLTEL. We will continue investing your money

    wisely for long-term benefit and return the excess cash we generate through dividends and stock repurchases. In 2005,

    as always, we plan to invest in and improve our operations in order to expand and strengthen our relationship with our
    customers.



    A STRONGER ALLIANCE

    To this end, 2005 will see the continuation of our efforts to examine every process and policy from our customers’
    perspective. Encompassing almost every aspect of our operations, this ongoing project has a very simple mission

    statement: “To treat customers with fairness and respect.” Its founding principle is to move ALLTEL from being an

    expert who knows what is best for the customer to being an ally who wants what is best for the customer. This gives
    us a real opportunity to achieve a brand position that I believe will form the strongest possible foundation for future

    profitability and growth.

4
In pursuing these goals, I am fortunate to be working with an outstanding team of senior officers and an exemplary

Board of Directors who have steered ALLTEL through some of the toughest years this industry has seen, and who in

2004 were honored when Forbes Magazine selected ALLTEL as one of America’s 25 best-run companies. They, in turn,

are supported by thousands of employees who have demonstrated they cannot only cope with the natural storms that

swept through our markets in 2004, but also cope, and indeed thrive, in the storms of rapid change that are sweeping

through our industry. To them, as always, I extend my heartfelt thanks and congratulations for a job well done in 2004.




                                                                                     Sincerely,




                                                                                     Scott T. Ford
                                                                                     President and Chief Executive Officer
                                                                                     January 24, 2005




                                                                                                                             5
THE FRONT
                                  LINE
                                             IMPROVING
                                                   our relationships
                                             In any business, there are areas where competitive advantage

                                             can be gained through quantity and scale, and areas where it

                                             can only be won through quality and attention to detail.

                                             ALLTEL’s best opportunities for market leadership lie in the

                                             second category, particularly in the way we manage and



    Stores and Call Centers
    Direct contact with the customer


                                             support our relationships with customers. In 2004, we took a

                                             number of important steps to improve our performance in this

                                             crucial business discipline.



                 Technical Support Rep
                 Tim Ingram




                                          65%                                     76%
                                         new sales through                         close rate for

                                          ALLTEL’s direct                      shoppers visiting our
                                          sales channels                           retail stores




6
81%                                     18,000                                         75%
         wireline customer                        minimum number of                             calls answered

    support questions resolved                  customer calls evaluated                         in 30 seconds

      with one call, up from                    for quality by supervisors                          or less

           75% in 2003                                every month




Recognizing that one of our core competitive strengths is founded on face-to-face interactions and telephone conver-

sations between individuals, we focused first and foremost on our retail and call center operations. A team of top

ALLTEL customer service and retail managers helped us evaluate current performance, standardize best practices and

design a consistent training program for every customer-facing employee. By year-end, everyone who works in our call

centers had participated in this program, and the retail store roll-out will be completed by the end of 2005.



By dealing directly with most of our customers through our own call centers and nearly 800 retail locations, we are

in a stronger position than most to cultivate customer loyalty. Even when ALLTEL products are sold through

independent outlets, we still encourage direct customer relationships. For example, we send welcome messages

inviting new wireless customers to contact us with set-up or usage questions. Each relationship is then managed

through the entire lifecycle of the customer with a series of pre-planned calls designed to better match our service with

individual lifestyle needs.



Building on this groundwork, we believe that 2005 will allow us to take the ALLTEL brand to a new position of strength

in an increasingly competitive marketplace.




          70%                                             2
      minimum time ALLTEL                       weeks all retail personnel

      store managers spend                     will spend in a specialized
       leading and coaching                         training program




                                                                                                                            7
EVERY
                                            CONNECTION
                                                COUNTS
                                                     NEWfrom quality customers
                                                          GROWTH
                                                     We announced changes in our operations structure in early

                                                     2004 which created a channel focus on the consumer and

                                                     business market segments in both our wireline and wireless

                                                     businesses. With the new structure in place, we have achieved




    Our Communications Businesses
    Performance today, flexibility tomorrow


                                                     faster product introductions, a more rapid response to field

                                                     operations issues and a more effective use of our internal IT

                                                     resources.



                              Store Manager
                              Lauren Mathes




                                              603,000                                   1.74%
                                              net wireless additions,                 wireless post-pay churn,

                                              about 50% more than                            our lowest

                                                     in 2003                                 in 6 years




8
90,000                                        12%                                  243,000
          net broadband                            of addressable                            total broadband
       customer additions,                           lines using                             data customers,
        an all-time record                           broadband                                   up 59%




Taking advantage of this more targeted approach, we have already introduced a new Touch2Talk product through our

wireless business and retail channels. Our improved service levels contributed to reductions in churn and increases in

the percentage of higher-revenue customers. With our Txt2Win MVP sweepstakes promotion focusing primarily on text

and multimedia messaging, we boosted ALLTEL’s year-over-year wireless data revenues by approximately 170 percent

and increased the data portion of total ARPU to 3 percent. Encouraged by these results, we are now set to expand our

1X data footprint to cover 90 percent of our POPs, while also deploying even higher-capacity technology in several

markets to capitalize on both retail and wholesale opportunities for new high-speed data services.



We also generated new revenue streams in our wireline business, principally through additional broadband sales. In

every quarter of 2004, we added at least 20,000 new high-speed data customers, bringing our year-end broadband

customer total to 243,000, or 12 percent of total broadband addressable lines.



With products better suited to our customers’ varied needs and sales and service organizations focused on

specific customer categories, our new channel approach proved successful in 2004 and offers substantial opportunity

for additional growth.




      $48.13                                      170%
    monthly average revenue
                                                     increase in
        per wireless user,
                                                       wireless
          the highest in
                                                    data revenues
            four years




                                                                                                                         9
GETTING IT
                                                                        RIGHT
                                                           MEASURING UP
                                                                to the customer
                                                           In 2004, we did more to accurately measure our day-to-day

                                                           performance than any other time in our history. With standard-

                                                           ized systems and with more frequent and detailed data, we can

                                                           now measure precisely what we are doing and quickly pinpoint

                                                           any processes that are hindering, rather than supporting, our



     Process Improvement
     Quality, consistency and adaptability


                                                           efforts to improve customer service. As a result, we enter 2005

                                                           a fitter, more responsive organization, better able to adapt and

                                                           change in an increasingly unpredictable marketplace.



                                 Engineering Manager
                                 Chuck Gee




                                                        60%                                  109,000
                                                         reduction in                         fewer voice mail-related

                                                          broadband                                support calls

                                                       provisioning time                            each month




10
Financial Highlights
Results under GAAP




        dollars in                                             dollars in
          billions                                               billions                                     dollars
              10                                                     1.5                                           5


                8                                                    1.2                                           4


                6                                                    0.9                                           3


                4                                                    0.6                                           2


                2                                                    0.3                                           1


               0
                                                                                                                          0
                       02      03      04                                       02      03       04                             02         03   04
                            Revenues                                                Net Income                          Basic Earnings per Share




FOR THE YEARS ENDED DECEMBER 31,
                                                                                                              Increase (Decrease)
(Millions, except per share amounts, customers in thousands)
                                                                                                      2003    Amount        %                              2002
                                                                            2004
UNDER GAAP:
   Revenues and sales:
     Wireless                                                                                $ 4,728.4           $ 349.7               7             $ 4,160.2
                                                                   $ 5,078.1
     Wireline                                                                                   2,436.1             (16.3)            (1)               2,179.7
                                                                      2,419.8
     Communications support services                                                              959.0             (35.2)            (4)                 925.7
                                                                        923.8
                                                                   ____________              __________          __________                          __________
         Total business segments                                      8,421.7                   8,123.5            298.2               4                7,265.6
       Less: intercompany eliminations                                                            143.6              32.0             22                  153.2
                                                                        175.6
                                                                   ____________              __________          __________                          __________
           Total revenues and sales                                $ 8,246.1                 $ 7,979.9           $ 266.2               3             $ 7,112.4
   Segment income:
     Wireless                                                                                $    998.0          $ 22.2                2             $    947.9
                                                                   $ 1,020.2
     Wireline                                                                                     883.9              42.1              5                  793.0
                                                                        926.0
     Communications support services                                                               76.4             (13.7)           (18)                  84.2
                                                                          62.7
                                                                   ____________              __________          __________                          __________
         Total segment income                                          2,008.9                    1,958.3               50.6           3                 1,825.1
       Less: corporate expenses                                                                      41.3               (4.9)        (12)                   35.5
                                                                          36.4
             integration expenses and
             other charges                                                                         19.0              31.9            168                   69.9
                                                                          50.9
                                                                   ____________              __________          __________                          __________
           Total operating income                                  $ 1,921.6                 $ 1,898.0           $ 23.6                1             $ 1,719.7
   Net income                                                                                $ 1,330.1           $(283.9)            (21)            $    924.3
                                                                   $ 1,046.2
   Basic earnings per share                                                                      $4.27             $(.87)            (20)                 $2.97
                                                                       $3.40
   Diluted earnings per share                                                                    $4.25             $(.86)            (20)                 $2.96
                                                                       $3.39
Weighted average common shares:
  Basic                                                                                               311.8             (4.5)         (1)                 311.0
                                                                            307.3
  Diluted                                                                                             312.8             (4.5)         (1)                 312.3
                                                                            308.3
Annual dividend per common share                                                                      $1.48             $.04           3                  $1.40
                                                                            $1.52
Capital Expenditures                                                                         $ 1,194.4           $ (36.7)             (3)            $ 1,213.2
                                                                   $ 1,157.7
At year end:
   Total assets                                                                              $16,661.1           $ (57.4)             —              $ 16,244.6
                                                                   $16,603.7
   Wireless customers                                                                          8,023.4            603.1                8                7,601.6
                                                                     8,626.5
   Wireline customers                                                                          3,095.6             (86.2)             (3)               3,167.3
                                                                     3,009.4
   Long-distance customers                                                                     1,680.2              90.7               5                1,542.2
                                                                     1,770.9
   Broadband customers                                                                           153.0              90.3              59                   70.2
                                                                       243.3
                                                                                                                                                                   11
Financial Highlights
     Results from Current Businesses




             dollars in                                   dollars in
               billions                                     billions                                         dollars
                   10                                           1.2                                               4


                                                                1.0
                     8
                                                                                                                  3
                                                                0.8
                     6
                                                                0.6                                               2
                     4
                                                                0.4
                                                                                                                  1
                     2
                                                                0.2


                            02      03      04                            02        03       04                              02         03   04
                                 Revenues                                       Net Income                             Basic Earnings per Share




     FOR THE YEARS ENDED DECEMBER 31,
                                                                                                             Increase (Decrease)
     (Millions, except per share amounts)
                                                                                                  2003       Amount               %                    2002
                                                                       2004
     FROM CURRENT BUSINESSES:
        Revenues and sales:
          Wireless                                                                        $4,728.4              $ 349.7             7             $4,160.2
                                                                $5,078.1
          Wireline                                                                          2,436.1                (16.3)          (1)             2,179.7
                                                                  2,419.8
          Communications support services                                                      959.0               (35.2)          (4)                925.7
                                                                     923.8
                                                               ______________            ______________         __________                        ____________
              Total business segments                             8,421.7                   8,123.5               298.2            4               7,265.6
            Less: intercompany eliminations                                                    143.6                32.0          22                  153.2
                                                                     175.6
                                                               ______________            ______________         __________                        ____________
                Total revenues and sales                        $8,246.1                  $ 7,979.9             $ 266.2             3             $7,112.4

        Segment income:
          Wireless                                                                        $    998.0            $ 22.2              2             $   951.0
                                                                $1,020.2
          Wireline                                                                             883.9               42.1             5                 803.9
                                                                     926.0
          Communications support services                                                        76.4             (13.7)          (18)                  84.2
                                                                       62.7
                                                               ______________            ______________          ______                           ____________
              Total segment income                                2,008.9                   1,958.3                50.6             3              1,839.1
            Less: corporate expenses                                                             41.3              (4.9)          (12)                  35.5
                                                                       36.4
                                                               ______________            ______________          ______                           ____________
                Total operating income                          $1,972.5                  $ 1,917.0             $ 55.5              3             $1,803.6

        Net income                                                                        $       954.4         $ 83.7             9              $   916.9
                                                                $1,038.1
        Basic earnings per share                                                                  $3.06           $.32            10                  $2.95
                                                                   $3.38
        Diluted earnings per share                                                                $3.05           $.32            10                  $2.94
                                                                   $3.37

     Current businesses excludes the effects of discontinued operations, early termination of debt, restructuring and other charges, gain on dispos-
     al of assets, write-down of investments, and the reversal of certain income tax contingency reserves.

     See the Financial Supplement to ALLTEL’s Form 10-K for the year ended December 31, 2004 for a further discussion of these items.




12
Financial Highlights
Reconciliation of Results of Operations Under GAAP to Results From Current Businesses
For the years ended December 31,
(Millions, except per share amounts)
                                                                                              2003          2002
                                                                                2004
Operating income under GAAP                                                               $1,898.0      $1,719.7
                                                                            $1,921.6
  Items excluded from measuring segment income:
     Write-down of receivables due to interexchange
        carrier’s bankruptcy filing                                                               —          14.0
                                                                                    —
     Restructuring and other charges                                                           19.0          69.9
                                                                                 50.9
                                                                            __________    __________    __________
   Operating income from current businesses                                                1,917.0       1,803.6
                                                                              1,972.5
     Corporate expenses                                                                        41.3          35.5
                                                                                 36.4
                                                                            __________    __________    __________
Segment income from current businesses                                      $2,008.9      $1,958.3      $1,839.1

Net income under GAAP                                                                     $1,330.1      $ 924.3
                                                                            $1,046.2
  Items excluded from measuring results from current
         businesses, net of tax:
      Write-down of receivables due to interexchange
         carrier’s bankruptcy filing                                                             —            8.7
                                                                                   —
      Restructuring and other charges                                                          11.5          42.3
                                                                                 31.1
      Net financing costs related to prefunding the
         Company’s wireless and wireline acquisitions                                             —          16.4
                                                                                    —
      Gain on disposal of assets                                                              (18.9)        (10.6)
                                                                                    —
      Write-down of investments and other                                                       3.9          10.0
                                                                                    —
      Termination fees on early retirement of long-term debt                                    4.4             —
                                                                                    —
      Reversal of income tax contingency reserves, net of tax                                     —             —
                                                                                (19.7)
      Income from discontinued operations, net of tax                                        (361.0)        (74.2)
                                                                                (19.5)
      Cumulative effect of accounting change, net of tax                                      (15.6)            —
                                                                                    —
                                                                            __________    __________    __________
Net income from current businesses                                          $1,038.1      $ 954.4       $ 916.9

Basic earnings per share under GAAP                                                          $4.27         $2.97
                                                                               $3.40
  Items excluded from measuring results from current
         businesses, net of tax:
      Write-down of receivables due to interexchange
         carrier’s bankruptcy filing                                                             —            .03
                                                                                   —
      Restructuring and other charges                                                           .04           .14
                                                                                  .10
      Net financing costs related to prefunding the
         Company’s wireless and wireline acquisitions                                             —            .05
                                                                                    —
      Gain on disposal of assets                                                                (.06)         (.03)
                                                                                    —
      Write-down of investments and other                                                        .01           .03
                                                                                    —
      Termination fees on early retirement of long-term debt                                     .01            —
                                                                                    —
      Reversal of income tax contingency reserves, net of tax                                     —             —
                                                                                  (.06)
      Discontinued operations, net of tax                                                     (1.16)          (.24)
                                                                                  (.06)
      Cumulative effect of accounting change, net of tax                                        (.05)           —
                                                                                    —
                                                                            __________    __________    __________
Basic earnings per share from current businesses                               $3.38         $3.06         $2.95

Diluted earnings per share under GAAP                                                        $4.25         $2.96
                                                                               $3.39
   Items excluded from measuring results from current
         businesses, net of tax:
      Write-down of receivables due to interexchange
         carrier’s bankruptcy filing                                                             —            .03
                                                                                   —
      Restructuring and other charges                                                           .04           .14
                                                                                  .10
      Net financing costs related to prefunding the
         Company’s wireless and wireline acquisitions                                             —            .05
                                                                                    —
      Gain on disposal of assets                                                                (.06)         (.03)
                                                                                    —
      Write-down of investments and other                                                        .01           .03
                                                                                    —
      Termination fees on early retirement of long-term debt                                     .01            —
                                                                                    —
      Reversal of income tax contingency reserves, net of tax                                     —             —
                                                                                  (.06)
      Discontinued operations, net of tax                                                     (1.15)          (.24)
                                                                                  (.06)
      Cumulative effect of accounting change, net of tax                                        (.05)           —
                                                                                    —
                                                                            __________    __________    __________
Diluted earnings per share from current businesses                             $3.37         $3.05         $2.94
                                                                                                                      13
5

                                                                                                        Great Falls                                                                                                               29
                                                                  90
                          90
                                        90
                                                                                                                                                                                                                                 Fargo
                                                                                Missoula                                                                                                         Bismarck
                                                                                                         15                                                                                           94
                               82
         5
                                                                                                                                                94
                                                                                                        Butte-Silver Bow
                                                                                                   90
                                         82
                          84                                                                                                              90
                                                                                                                    90
                                              84


                                                                                                                                                                                                                                  29
                                                                                                                                                                                                    Pierre
                                                                                                                                                                90
     5                                                                                                                                               25
                                                                                                        15                                                                                          90
                                                                                                                                                                                                                                                  90


                                                                                                                                                Casper
                                                                                               86
                                                                                    84
                                                                                                                                                                                                                                       29
                                                                                              84
                                                                                                                                                                                    Scottsbluff
                                                                                                        15
                                                                                                                                                                     25
                                                                                                                              80
                                                                                                                                                                                                                            Omaha
                                                                                                                                                           80
                                                                                                                                                            Cheyenne                        North Platte
                                                                                                                                                                   80
             5                                                                                                84
                                                                            Elko                                                                                                                                            Lincoln
                                                                                                                                                                                                         80
                                                    80
                                                                                                              80
                                                                                              80
                                                                                                                                                                                    76
                                                                                                              15                                                 25

                                                                                                                                                                          70
                                              Fallon                                                                                       70
                               80
                                                                                                                                                                                                         70                                             7
                                                                                                                                                                                                                                  70
                                                                                                                                                                                                                                            335
                                                                                                                                                                                                                           135
                                                                                                                                                                                                                                                  35
                                                                                                                                                                Pueblo
                     80

                          5
                                                                                                                                                                                                                    Wichita
                                                                                            Cedar City                                                               25
                 680
                                                                                                                                    Durango
                                               Bishop
             280
                                                                                         St. George
                                                                                         15




                                    5                                                                                                                                                                                        35
                                                                                                                                             Santa Fe
                                                                                                                                                    25
                                                                                               Flagstaff                                                                                                           Oklahoma City
                                                                                                                                                                                                                     40
                                                                           15                                                                                                                                                                     40
                                                                                                                                                                                          Amarillo
                                                                                                                                   Albuquerque
                                                                                          40                                                                                                    40
                                                                                                                                                                               40
                                                                                                                         40
                                                                                                              17                                                                                                                 35
                                                                                                                                                                                                                      44
                                                                       40
                                                        15
                                                                                                                                                                                             27
                                                                                                                                                25
                                                                                                        17
                                                             10

                                                                                                                                                                          RoswellLubbock
                                                   15
                                                                                               Phoenix
                                                                                         10
                                                   5                                                     10
                                                                                                                                                                                                                                                   30
                                                                                          8
                                                                                8
                                                                       8
                                                        805                                                                                     25
                                                                                                                                                                                                                                             20
                                                                                                                    Tucson                                                                                     20
                                                                                                                                                     10
                                                                                                                                                                                           Odessa
                                                                                                                         10
                                                                                                                                                          El Paso                                                                 35
                                                                                                                                                                                             San Angelo
                                                                                                                   19                                                                20


                                                                                                                                                                                            10
                                                                                                                                                                                                                                                  45
                                                                                                                                                                                                               10

                                                                                                                                                                                                                                 10




                                                                                                                                                                                                                      37

                                                                                                                                                                                                               35
                                                                                                                                                                                                                           37
                                                                                                                                                                                                                            37
                                                                                                                                                                                                              35


                                                         Total Coverage
                                                         After completing three pending transactions scheduled                                                                                                       Brownsville
                                                         for 2005, ALLTEL will have a wireless presence in 34 states

                                                         covering about 25 percent of the U.S. population and wireline

                                                         operations in 15 states.




14
35



94

                                                                                                                                                                                                                                                                                            95

                             Eau Claire                                                                                   75
                                                                                                                                                                                                                                                                            91
                                                                 Appleton                                                                                                                                                                                    89
                                             94                                                                                                                                                                                        81                                        93
                                                                       43
                      35                90
                                                                                                                                                                                                                                                                                      495
                                                                                                                                                                                                                                                        87
                                                             90
                                                                                           Grand Rapids69                                                                                                                                   90                         91
                                                                                                                                           69                                                                               90
                                                                        43                         96
                                                                                               196 Lansing
                                                                             94
                                                                                                                                                                                                                 390
                 35
                                                                                                                     69
                                  380                                                                                             94
                                                                                                                                                                                            Jamestown
                                                                                                                                                                                             90
                                                                                                                94                                                                                                                         88                     90
                                                                                                                                                                                                                                           81
                                                                                                 80        80
                                                                                                                                       Cleveland
                                 80
                                                                                                                                                                                                                                                        84
 80                                                         80                                                                            80
                                                                                                                                           Akron                                                                                                   87
                                                                                                                                                                                             80
                                                                                                                                                                                                                            80
                                                                                       65                   69
                                                                             57
            35                                         74
                                                                                                                                                                                  Kittanning
                                                                                                                                 75                                                  76
                                                                                                                                                     71
                                                                 55                                                                                                                                                    76                        195
                                                                                  74
29                                                                                                                   70                                                                                     70
                                                             72                                                                                                                                                   81               83 95
                                                                                                                                                                                                  68
                                                                        57                                                                                            77
                                                                                      70
                                                                                                                 74
0                      70                                        70                                                                                                                                              66          295
                                                                                                                                                                                                       81                   395
                                                                                                                                                                                 79                                         295



                                                                                                                                                     Charleston
                                                                                                                                                       64                                                              95
                                                                                                                          75                                                                      81
                                                                            64
                                                                                                           Lexington
                                                                                                                 64                                                                                         64
                                                       55
                                                                                                                                                                                                        Richmond
                                                                  57
          Springfield                                                                                 65                                                                              81
                                                                                                                                                                                                                                      Norfolk
                                                                             24
     44
                                                                                                                                 75                             81
                                                                                                                                                                                 77                         85
                                                                                                            40
                                                                                                                                                                                       Raleigh
                                                                                                                                                                                  40
                                                                                 40
                                                                                                                                                40                                            95
                                                                                                                                                                                           40
                                                                                                                          75
                                                                                                                                                                                 Charlotte
                                                                                                                                                           26
                             40                                                             65                                                                   85
                 Little Rock
                           40                                                                                                                                               77
                                                                                                                                                                                                                 40
                                                                                                                                                           385
                      30                                                                                         75
                                                                                                                                                                 26                          95
                                                                                                                                                                Columbia
                                                                                                                                           85
                                                                                                                           575                                         20
                                                       55
                                                                                                                                                                       20
                                                                                                                 20
                                                                                                                                                 Augusta
                                                                                                                                                20

                                                                                                                                                                                       26
                                                                                                                                                                             95
                                                                                                                                                                            Charleston
                                                                                                                 85
                                                                                                                                       16
             Shreveport Jackson                                                   Montgomery
                    20                                                                                                                                    16
                                                                       59
                                                                                                                                                               Savannah
                                                                                                                                                                                                                        ALLTEL Wireless
                                                                                                                                                                      95
                  49                                                                                                                  75
                                                  55
                                                             59


                                                                                                                                                                                                                        ALLTEL Wireline
                                             Mobile                                                          10
                                                                                                            Tallahassee
                                 Baton 10
                                       Rouge                                                                                                                           Jacksonville
                                               10
                            10                                                                                                                             10
                                                                                                                                                                                                       PENDING
                                           New Orleans
     10


                                                                                                                                                                                                                        Western Wireless
                                                                                                                                                                       95

                                                                                                                                                           75


                                                                                                                                                                                                                        Cingular Assets
                                                                                                                                      Tampa                      4


                                                                                                                                                                                                                        PSC Wireless
                                                                                                                                                      75

                                                                                                                                                                                       95


                                                                                                                                                                 75
                                                                                                                                                                             75




                                                                                                                                                                                                                                                                                                 15
Directors and Officers


     DIRECTORS                                                   OFFICERS
     John R. Belk2,4                                             Joe T. Ford
     President and Chief Operations Officer,                     Chairman
     Belk, Inc., Charlotte, North Carolina
                                                                 Scott T. Ford
                                                                 President and Chief Executive Officer
     William H. Crown2,3,5
     President and Chief Executive Officer,
     CC Industries, Inc., Chicago, Illinois                      Kevin L. Beebe
                                                                 Group President – Operations
     Joe T. Ford
     Chairman of the Company                                     Jeffrey H. Fox
                                                                 Group President – Shared Services
     Scott T. Ford1
     President and Chief Executive Officer of the Company        Francis X. Frantz
                                                                 Executive Vice President – External Affairs,
                                                                 General Counsel and Secretary
                   1,4
     Dennis E. Foster
     Prinicipal, Foster Thoroughbred Investments,
     Lexington, Kentucky                                         C.J. Duvall
                                                                 Executive Vice President – Human Resources
                            1,2
     Lawrence L. Gellerstedt III
     Chairman and Chief Executive Officer,                       Jeffery R. Gardner
                                                                 Executive Vice President – Chief Financial Officer
     The Gellerstedt Group, LLC, Atlanta, Georgia

     Emon A. Mahony, Jr.1,3,5                                    Keith A. Kostuch
                                                                 Senior Vice President – Strategic Planning
     Chairman of the Board,
     Arkansas Oklahoma Gas Corporation,
                                                                 Sharilyn Gasaway
     Fort Smith, Arkansas
                                                                 Controller
     John P. McConnell3,4
                                                                 Scott Settelmyer
     Chairman and Chief Executive Officer,
                                                                 Treasurer
     Worthington Industries, Inc., Columbus, Ohio

     Josie C. Natori2,4
     President and Chief Executive Officer,
     The Natori Company, New York, New York

     Gregory W. Penske
     President, Penske Automotive Group, Inc.,
     El Monte, California

     Frank E. Reed
     Retired; Former President and Chief Executive Officer,
     Philadelphia National Bank,
     Philadelphia, Pennsylvania

     Warren A. Stephens1
     President, Chief Executive Officer,
     Stephens Inc. and Stephens Group, Inc.,
     Little Rock, Arkansas

     Ronald Townsend3,5
     Communications Consultant, Jacksonville, Florida




     1 Executive Committee | 2 Governance Committee | 3 Audit Committee | 4 Compensation Committee
     5 Pension Trust Investment Committee




16
Investor Information
                                                                COMMON STOCK PRICE AND DIVIDEND INFORMATION
CORPORATE HEADQUARTERS
                                                                Ticker Symbol AT           Newspaper Listing ALLTEL
ALLTEL Corporation
One Allied Drive
                                                                MARKET PRICE
Little Rock, Arkansas 72202
                                                                                                                     Dividend
www.alltel.com
                                                                Year     Qtr.      High        Low        Close      Declared
                                                                2004     4th     $60.62     $53.40       $58.76          $ .38
                                                                         3rd      55.80      49.23        54.91            .37
ANNUAL MEETING
                                                                         2nd      51.95      48.63        50.62            .37
The Annual Meeting of ALLTEL Corporation stockholders
                                                                         1st      53.28      46.65        49.89            .37
will be held at 11 a.m. (CDT) on Thursday, April 21, 2005,
at ALLTEL Arena, Washington Street box office entrance,         2003     4th     $49.98     $43.75       $46.58          $ .37
                                                                         3rd      50.31      44.51        46.34            .35
North Little Rock, Arkansas.
                                                                         2nd      49.68      43.62        48.22            .35
                                                                         1st      56.22      40.68        44.76            .35
INVESTOR RELATIONS
                                                                The common stock is listed and traded on the New York and
Information requests from investors, security analysts and
                                                                Pacific stock exchanges. The above table reflects the range
other members of the investment community should be
                                                                of high, low and closing prices as reported by Dow Jones &
addressed to:
                                                                Company, Inc.
Investor Relations Department
ALLTEL Corporation
One Allied Drive                                                ANNUAL REPORT AND FORM 10-K REQUESTS
                                                                The 2004 Annual Report and the Form 10-K Annual Report
Little Rock, Arkansas 72202
                                                                filed with the Securities and Exchange Commission are avail-
877.446.3628       fax 501.905.5444
                                                                able electronically at www.alltel.com/investors.
e-mail: alltel.investor.relations@alltel.com

                                                                CEO/CFO CERTIFICATIONS
TOLL-FREE INVESTOR INFORMATION LINE
                                                                In accordance with NYSE listing standards, ALLTEL’s CEO
Call 877.4.INFO.AT (877.446.3628) for an automatic
                                                                certification required by Section 303A.12(a) of the NYSE
connection to ALLTEL’s investor relations and shareholder
                                                                Listed Company Manual has been filed with the NYSE. In
services departments, recent news releases, stock quotes
                                                                addition, ALLTEL’s CEO and CFO certifications required
and answers to frequently asked questions.
                                                                under Section 302 of the Sarbanes-Oxley Act are filed as
                                                                exhibits to the Form 10-K Annual Report.
TRANSFER AGENT, REGISTRAR AND DIVIDEND DISBURSING AGENT
General questions about stockholder accounts, stock
                                                                LATEST NEWS ABOUT ALLTEL
certificates, transfer of shares, dividend payments, dividend
                                                                Stock quotes, charts graphing ALLTEL’s stock trading activity,
reinvestment or electronic deposit of dividends may be
                                                                financial reports, corporate governance information, SEC
directed to:
                                                                filings, recent news releases and company presentations are
Computershare Investor Services L.L.C.
                                                                available at www.alltel.com/investors. Registered stockhold-
2 North LaSalle Street
                                                                ers may also access their stock account by clicking on
Chicago, IL 60602
                                                                Shareholder Services at www.alltel.com/investors.
Domestic: 888.243.5445
International: 312.360.5126
fax: 312.601.4332
Web: www.computershare.com/contactus


This report features the following ALLTEL employees: (front cover from left) MeSean Roberson, Teresa Fakler, Tracy Crawford, Frank
Schueneman, Marcia Van Rhee, Keith Crosby and Cindy Boyer; (back cover from left) Deron Hamilton, Solomon Hu, Scott Moody, Sheila
Hensley, Laura Brooks, Mark McCaslin and Bettye Willis.
ALLTEL Corporation
One Allied Drive
Little Rock, AR 72202

501.905.8000
www.alltel.com

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alltel 2004 Annual

  • 1. Strength in Numbers 2004 ANNUAL REVIEW
  • 2. Our performance is a direct reflection of the value our customers place on their relationships with ALLTEL — relationships based on a commitment from every ALLTEL employee to want what is best for each and every customer. By becoming our customers’ ally in our everyday interactions, ALLTEL can achieve a unique niche within the communications industry that will enhance our value, improve our performance and strengthen our market position in a period of increasingly rapid change.
  • 3. STRENGTH IN NUMBERS Each of these circles features a measure of ALLTEL’s commitment to our customers and stockholders. LETTER TO STOCKHOLDERS A new alliance with our customers In last year’s Annual Review, we pledged that ALLTEL “will strike the right balance between delivering great value to our customers and to our shareholders. We will continue to focus on long-term value creation by investing wisely in our business and competing aggressively in our markets.” The achievements of 2004 illustrate the continuing commitment of the entire ALLTEL team to deliver on this pledge. (From left) Skip Frantz, EVP–External Affairs, General Counsel and Secretary; Jeff Gardner, EVP and CFO; Scott Ford, President and CEO; Jeff Fox, Group President–Shared Services; and Kevin Beebe, Group President–Operations 1
  • 4. $1.0 15% $2.5 billion in net income return on equity billion in net cash in 2004 in 2004 provided from operations in 2004 FINANCIAL HIGHLIGHTS In 2004, we achieved fully diluted earnings per share of $3.39 under Generally Accepted Accounting Principles (GAAP) and $3.37 from current businesses, a 10 percent increase. This exceeded our earnings estimates established in early 2004 and is a tribute to the hard work and dedication of all our employees. We also generated net cash from operations of $2.5 billion and achieved an annual return on equity of 15 percent. The ALLTEL board of directors increased our dividend for the 44th consecutive year, resulting in dividend payments of more than $450 million. We repurchased 11.2 million shares of our common stock for approximately $600 million. Collectively, we returned more than $1 billion of cash to our shareholders in 2004, while also maintaining one of the strongest balance sheets in our industry. Continuing our history of growth through strategic acquisitions, we completed two wireless transactions in 2004 and recently announced three transactions that are scheduled for completion in 2005, including our $6 billion merger with Western Wireless. OPERATING HIGHLIGHTS In our wireless business we added slightly more than half a million net new customers, almost double the number we added in 2003. Including acquisitions, we added 603,000 wireless customers for an 8 percent increase in our overall customer base. We also increased our monthly average revenue per user (ARPU) by 1 percent to $48.13, while lowering our retail price per minute approximately 20 percent. The result of our strategy to lower prices and increase our customer base under contract, along with our efforts to improve service, was a 35 basis point reduction in post-pay churn to 1.74 percent, our lowest annual churn rate in six years. In our wireline business we added more than 90,000 new broadband customers, bringing our total broadband customer base to nearly 250,000 by year-end — a penetration rate of 12 percent of addressable lines. This growth more than offset the loss of 86,000 traditional access lines and, combined with improved feature revenue and expense management, allowed us to increase operating income 5 percent year-over-year. 2
  • 5. $1.0 44 11.2 billion in cash returned to years of million shareholders through consecutive dividend ALLTEL shares bought back dividends and share increases during 2004 repurchases in 2004 STAYING FOCUSED While we remain committed to our strategy of delivering shareholder value by focusing on the access needs of our customers, we are keenly aware of the disrupting effects technology has had on all three elements of the telecom- munications industry around us. In both the transport and switching sectors, these changes have exerted tremendous deflationary pressure on the incumbents and spawned new forms of competition and substitution. The same is now true for our core businesses, the wireless and wireline access businesses. Consequently, the recent merger of Cingular and AT&T Wireless and the proposed mergers of Sprint and Nextel, and SBC and AT&T are, in our view, rational responses by incumbent operators and likely not the last mergers in our industry. We expect the battle for the access relationship to continue as wireless, satellite, wireline and cable companies all pursue the same customers with increasingly similar offerings. In this environment, we believe focusing on the customer is the best way to deliver tangible value. Our strength as a company lies in our passion to get it right or make it right for the people who choose to do business with us. In the near term, we will continue to improve and expand the services we provide to our customers while simultaneously maintaining our historical focus on the cost and effectiveness of our operations. Our goal is to produce industry- leading growth in earnings per share and cash flow generation, while maintaining the conservative balance sheet needed to maximize our strategic flexibility. ON COURSE FOR GROWTH By focusing on the needs of our customers, we can maximize shareholder value from both our wireless and wireline businesses. In our wireless operations, we intend to grow our customer base and expand the type and quality of services they purchase from ALLTEL. Following completion of pending mergers in the wireless industry, including our merger with Western Wireless, ALLTEL will be the nation’s fifth-largest wireless service provider. We will have licenses covering approximately one quarter of the U.S. population and about half of the land mass. We will introduce our customer-centric retail model into several newly acquired markets during 2005 and anticipate that wireless will 3
  • 6. 70% 3 $10 approximate percentage of million new customers billion in estimated total revenue from wireless to be acquired in combined revenue after Western Wireless Western Wireless after Western merger merger Wireless merger represent about 70 percent of our consolidated revenues by year-end, with about 90 percent to be derived from our retail operations. Given our commitment to continue investing in each of the major wireless technologies across our extended footprint, we will also be the leading independent roaming partner for each of the four largest wireless carriers in America. From our wireline operations, we expect continued contributions to our operating cash flow and a further strengthen- ing of our role as a broadband access provider. We will also maintain our financial and operational discipline as we continue to invest capital in the communities we have proudly served for many decades. Like all other local phone companies, we will face increasing challenges in growing operating income in the years ahead due to rapid competitive and technological change. Accordingly, in 2005 we will conduct a thorough evaluation of the operations and capital structure of this business. Our goal, as always, is to balance the needs of our customers and employees with value creation for our shareholders. In addressing these future opportunities and challenges, we remain committed to our core principles. Our top priority is serving as responsible stewards of our shareholders’ investment in ALLTEL. We will continue investing your money wisely for long-term benefit and return the excess cash we generate through dividends and stock repurchases. In 2005, as always, we plan to invest in and improve our operations in order to expand and strengthen our relationship with our customers. A STRONGER ALLIANCE To this end, 2005 will see the continuation of our efforts to examine every process and policy from our customers’ perspective. Encompassing almost every aspect of our operations, this ongoing project has a very simple mission statement: “To treat customers with fairness and respect.” Its founding principle is to move ALLTEL from being an expert who knows what is best for the customer to being an ally who wants what is best for the customer. This gives us a real opportunity to achieve a brand position that I believe will form the strongest possible foundation for future profitability and growth. 4
  • 7. In pursuing these goals, I am fortunate to be working with an outstanding team of senior officers and an exemplary Board of Directors who have steered ALLTEL through some of the toughest years this industry has seen, and who in 2004 were honored when Forbes Magazine selected ALLTEL as one of America’s 25 best-run companies. They, in turn, are supported by thousands of employees who have demonstrated they cannot only cope with the natural storms that swept through our markets in 2004, but also cope, and indeed thrive, in the storms of rapid change that are sweeping through our industry. To them, as always, I extend my heartfelt thanks and congratulations for a job well done in 2004. Sincerely, Scott T. Ford President and Chief Executive Officer January 24, 2005 5
  • 8. THE FRONT LINE IMPROVING our relationships In any business, there are areas where competitive advantage can be gained through quantity and scale, and areas where it can only be won through quality and attention to detail. ALLTEL’s best opportunities for market leadership lie in the second category, particularly in the way we manage and Stores and Call Centers Direct contact with the customer support our relationships with customers. In 2004, we took a number of important steps to improve our performance in this crucial business discipline. Technical Support Rep Tim Ingram 65% 76% new sales through close rate for ALLTEL’s direct shoppers visiting our sales channels retail stores 6
  • 9. 81% 18,000 75% wireline customer minimum number of calls answered support questions resolved customer calls evaluated in 30 seconds with one call, up from for quality by supervisors or less 75% in 2003 every month Recognizing that one of our core competitive strengths is founded on face-to-face interactions and telephone conver- sations between individuals, we focused first and foremost on our retail and call center operations. A team of top ALLTEL customer service and retail managers helped us evaluate current performance, standardize best practices and design a consistent training program for every customer-facing employee. By year-end, everyone who works in our call centers had participated in this program, and the retail store roll-out will be completed by the end of 2005. By dealing directly with most of our customers through our own call centers and nearly 800 retail locations, we are in a stronger position than most to cultivate customer loyalty. Even when ALLTEL products are sold through independent outlets, we still encourage direct customer relationships. For example, we send welcome messages inviting new wireless customers to contact us with set-up or usage questions. Each relationship is then managed through the entire lifecycle of the customer with a series of pre-planned calls designed to better match our service with individual lifestyle needs. Building on this groundwork, we believe that 2005 will allow us to take the ALLTEL brand to a new position of strength in an increasingly competitive marketplace. 70% 2 minimum time ALLTEL weeks all retail personnel store managers spend will spend in a specialized leading and coaching training program 7
  • 10. EVERY CONNECTION COUNTS NEWfrom quality customers GROWTH We announced changes in our operations structure in early 2004 which created a channel focus on the consumer and business market segments in both our wireline and wireless businesses. With the new structure in place, we have achieved Our Communications Businesses Performance today, flexibility tomorrow faster product introductions, a more rapid response to field operations issues and a more effective use of our internal IT resources. Store Manager Lauren Mathes 603,000 1.74% net wireless additions, wireless post-pay churn, about 50% more than our lowest in 2003 in 6 years 8
  • 11. 90,000 12% 243,000 net broadband of addressable total broadband customer additions, lines using data customers, an all-time record broadband up 59% Taking advantage of this more targeted approach, we have already introduced a new Touch2Talk product through our wireless business and retail channels. Our improved service levels contributed to reductions in churn and increases in the percentage of higher-revenue customers. With our Txt2Win MVP sweepstakes promotion focusing primarily on text and multimedia messaging, we boosted ALLTEL’s year-over-year wireless data revenues by approximately 170 percent and increased the data portion of total ARPU to 3 percent. Encouraged by these results, we are now set to expand our 1X data footprint to cover 90 percent of our POPs, while also deploying even higher-capacity technology in several markets to capitalize on both retail and wholesale opportunities for new high-speed data services. We also generated new revenue streams in our wireline business, principally through additional broadband sales. In every quarter of 2004, we added at least 20,000 new high-speed data customers, bringing our year-end broadband customer total to 243,000, or 12 percent of total broadband addressable lines. With products better suited to our customers’ varied needs and sales and service organizations focused on specific customer categories, our new channel approach proved successful in 2004 and offers substantial opportunity for additional growth. $48.13 170% monthly average revenue increase in per wireless user, wireless the highest in data revenues four years 9
  • 12. GETTING IT RIGHT MEASURING UP to the customer In 2004, we did more to accurately measure our day-to-day performance than any other time in our history. With standard- ized systems and with more frequent and detailed data, we can now measure precisely what we are doing and quickly pinpoint any processes that are hindering, rather than supporting, our Process Improvement Quality, consistency and adaptability efforts to improve customer service. As a result, we enter 2005 a fitter, more responsive organization, better able to adapt and change in an increasingly unpredictable marketplace. Engineering Manager Chuck Gee 60% 109,000 reduction in fewer voice mail-related broadband support calls provisioning time each month 10
  • 13. Financial Highlights Results under GAAP dollars in dollars in billions billions dollars 10 1.5 5 8 1.2 4 6 0.9 3 4 0.6 2 2 0.3 1 0 0 02 03 04 02 03 04 02 03 04 Revenues Net Income Basic Earnings per Share FOR THE YEARS ENDED DECEMBER 31, Increase (Decrease) (Millions, except per share amounts, customers in thousands) 2003 Amount % 2002 2004 UNDER GAAP: Revenues and sales: Wireless $ 4,728.4 $ 349.7 7 $ 4,160.2 $ 5,078.1 Wireline 2,436.1 (16.3) (1) 2,179.7 2,419.8 Communications support services 959.0 (35.2) (4) 925.7 923.8 ____________ __________ __________ __________ Total business segments 8,421.7 8,123.5 298.2 4 7,265.6 Less: intercompany eliminations 143.6 32.0 22 153.2 175.6 ____________ __________ __________ __________ Total revenues and sales $ 8,246.1 $ 7,979.9 $ 266.2 3 $ 7,112.4 Segment income: Wireless $ 998.0 $ 22.2 2 $ 947.9 $ 1,020.2 Wireline 883.9 42.1 5 793.0 926.0 Communications support services 76.4 (13.7) (18) 84.2 62.7 ____________ __________ __________ __________ Total segment income 2,008.9 1,958.3 50.6 3 1,825.1 Less: corporate expenses 41.3 (4.9) (12) 35.5 36.4 integration expenses and other charges 19.0 31.9 168 69.9 50.9 ____________ __________ __________ __________ Total operating income $ 1,921.6 $ 1,898.0 $ 23.6 1 $ 1,719.7 Net income $ 1,330.1 $(283.9) (21) $ 924.3 $ 1,046.2 Basic earnings per share $4.27 $(.87) (20) $2.97 $3.40 Diluted earnings per share $4.25 $(.86) (20) $2.96 $3.39 Weighted average common shares: Basic 311.8 (4.5) (1) 311.0 307.3 Diluted 312.8 (4.5) (1) 312.3 308.3 Annual dividend per common share $1.48 $.04 3 $1.40 $1.52 Capital Expenditures $ 1,194.4 $ (36.7) (3) $ 1,213.2 $ 1,157.7 At year end: Total assets $16,661.1 $ (57.4) — $ 16,244.6 $16,603.7 Wireless customers 8,023.4 603.1 8 7,601.6 8,626.5 Wireline customers 3,095.6 (86.2) (3) 3,167.3 3,009.4 Long-distance customers 1,680.2 90.7 5 1,542.2 1,770.9 Broadband customers 153.0 90.3 59 70.2 243.3 11
  • 14. Financial Highlights Results from Current Businesses dollars in dollars in billions billions dollars 10 1.2 4 1.0 8 3 0.8 6 0.6 2 4 0.4 1 2 0.2 02 03 04 02 03 04 02 03 04 Revenues Net Income Basic Earnings per Share FOR THE YEARS ENDED DECEMBER 31, Increase (Decrease) (Millions, except per share amounts) 2003 Amount % 2002 2004 FROM CURRENT BUSINESSES: Revenues and sales: Wireless $4,728.4 $ 349.7 7 $4,160.2 $5,078.1 Wireline 2,436.1 (16.3) (1) 2,179.7 2,419.8 Communications support services 959.0 (35.2) (4) 925.7 923.8 ______________ ______________ __________ ____________ Total business segments 8,421.7 8,123.5 298.2 4 7,265.6 Less: intercompany eliminations 143.6 32.0 22 153.2 175.6 ______________ ______________ __________ ____________ Total revenues and sales $8,246.1 $ 7,979.9 $ 266.2 3 $7,112.4 Segment income: Wireless $ 998.0 $ 22.2 2 $ 951.0 $1,020.2 Wireline 883.9 42.1 5 803.9 926.0 Communications support services 76.4 (13.7) (18) 84.2 62.7 ______________ ______________ ______ ____________ Total segment income 2,008.9 1,958.3 50.6 3 1,839.1 Less: corporate expenses 41.3 (4.9) (12) 35.5 36.4 ______________ ______________ ______ ____________ Total operating income $1,972.5 $ 1,917.0 $ 55.5 3 $1,803.6 Net income $ 954.4 $ 83.7 9 $ 916.9 $1,038.1 Basic earnings per share $3.06 $.32 10 $2.95 $3.38 Diluted earnings per share $3.05 $.32 10 $2.94 $3.37 Current businesses excludes the effects of discontinued operations, early termination of debt, restructuring and other charges, gain on dispos- al of assets, write-down of investments, and the reversal of certain income tax contingency reserves. See the Financial Supplement to ALLTEL’s Form 10-K for the year ended December 31, 2004 for a further discussion of these items. 12
  • 15. Financial Highlights Reconciliation of Results of Operations Under GAAP to Results From Current Businesses For the years ended December 31, (Millions, except per share amounts) 2003 2002 2004 Operating income under GAAP $1,898.0 $1,719.7 $1,921.6 Items excluded from measuring segment income: Write-down of receivables due to interexchange carrier’s bankruptcy filing — 14.0 — Restructuring and other charges 19.0 69.9 50.9 __________ __________ __________ Operating income from current businesses 1,917.0 1,803.6 1,972.5 Corporate expenses 41.3 35.5 36.4 __________ __________ __________ Segment income from current businesses $2,008.9 $1,958.3 $1,839.1 Net income under GAAP $1,330.1 $ 924.3 $1,046.2 Items excluded from measuring results from current businesses, net of tax: Write-down of receivables due to interexchange carrier’s bankruptcy filing — 8.7 — Restructuring and other charges 11.5 42.3 31.1 Net financing costs related to prefunding the Company’s wireless and wireline acquisitions — 16.4 — Gain on disposal of assets (18.9) (10.6) — Write-down of investments and other 3.9 10.0 — Termination fees on early retirement of long-term debt 4.4 — — Reversal of income tax contingency reserves, net of tax — — (19.7) Income from discontinued operations, net of tax (361.0) (74.2) (19.5) Cumulative effect of accounting change, net of tax (15.6) — — __________ __________ __________ Net income from current businesses $1,038.1 $ 954.4 $ 916.9 Basic earnings per share under GAAP $4.27 $2.97 $3.40 Items excluded from measuring results from current businesses, net of tax: Write-down of receivables due to interexchange carrier’s bankruptcy filing — .03 — Restructuring and other charges .04 .14 .10 Net financing costs related to prefunding the Company’s wireless and wireline acquisitions — .05 — Gain on disposal of assets (.06) (.03) — Write-down of investments and other .01 .03 — Termination fees on early retirement of long-term debt .01 — — Reversal of income tax contingency reserves, net of tax — — (.06) Discontinued operations, net of tax (1.16) (.24) (.06) Cumulative effect of accounting change, net of tax (.05) — — __________ __________ __________ Basic earnings per share from current businesses $3.38 $3.06 $2.95 Diluted earnings per share under GAAP $4.25 $2.96 $3.39 Items excluded from measuring results from current businesses, net of tax: Write-down of receivables due to interexchange carrier’s bankruptcy filing — .03 — Restructuring and other charges .04 .14 .10 Net financing costs related to prefunding the Company’s wireless and wireline acquisitions — .05 — Gain on disposal of assets (.06) (.03) — Write-down of investments and other .01 .03 — Termination fees on early retirement of long-term debt .01 — — Reversal of income tax contingency reserves, net of tax — — (.06) Discontinued operations, net of tax (1.15) (.24) (.06) Cumulative effect of accounting change, net of tax (.05) — — __________ __________ __________ Diluted earnings per share from current businesses $3.37 $3.05 $2.94 13
  • 16. 5 Great Falls 29 90 90 90 Fargo Missoula Bismarck 15 94 82 5 94 Butte-Silver Bow 90 82 84 90 90 84 29 Pierre 90 5 25 15 90 90 Casper 86 84 29 84 Scottsbluff 15 25 80 Omaha 80 Cheyenne North Platte 80 5 84 Elko Lincoln 80 80 80 80 76 15 25 70 Fallon 70 80 70 7 70 335 135 35 Pueblo 80 5 Wichita Cedar City 25 680 Durango Bishop 280 St. George 15 5 35 Santa Fe 25 Flagstaff Oklahoma City 40 15 40 Amarillo Albuquerque 40 40 40 40 17 35 44 40 15 27 25 17 10 RoswellLubbock 15 Phoenix 10 5 10 30 8 8 8 805 25 20 Tucson 20 10 Odessa 10 El Paso 35 San Angelo 19 20 10 45 10 10 37 35 37 37 35 Total Coverage After completing three pending transactions scheduled Brownsville for 2005, ALLTEL will have a wireless presence in 34 states covering about 25 percent of the U.S. population and wireline operations in 15 states. 14
  • 17. 35 94 95 Eau Claire 75 91 Appleton 89 94 81 93 43 35 90 495 87 90 Grand Rapids69 90 91 69 90 43 96 196 Lansing 94 390 35 69 380 94 Jamestown 90 94 88 90 81 80 80 Cleveland 80 84 80 80 80 Akron 87 80 80 65 69 57 35 74 Kittanning 75 76 71 55 76 195 74 29 70 70 72 81 83 95 68 57 77 70 74 0 70 70 66 295 81 395 79 295 Charleston 64 95 75 81 64 Lexington 64 64 55 Richmond 57 Springfield 65 81 Norfolk 24 44 75 81 77 85 40 Raleigh 40 40 40 95 40 75 Charlotte 26 40 65 85 Little Rock 40 77 40 385 30 75 26 95 Columbia 85 575 20 55 20 20 Augusta 20 26 95 Charleston 85 16 Shreveport Jackson Montgomery 20 16 59 Savannah ALLTEL Wireless 95 49 75 55 59 ALLTEL Wireline Mobile 10 Tallahassee Baton 10 Rouge Jacksonville 10 10 10 PENDING New Orleans 10 Western Wireless 95 75 Cingular Assets Tampa 4 PSC Wireless 75 95 75 75 15
  • 18. Directors and Officers DIRECTORS OFFICERS John R. Belk2,4 Joe T. Ford President and Chief Operations Officer, Chairman Belk, Inc., Charlotte, North Carolina Scott T. Ford President and Chief Executive Officer William H. Crown2,3,5 President and Chief Executive Officer, CC Industries, Inc., Chicago, Illinois Kevin L. Beebe Group President – Operations Joe T. Ford Chairman of the Company Jeffrey H. Fox Group President – Shared Services Scott T. Ford1 President and Chief Executive Officer of the Company Francis X. Frantz Executive Vice President – External Affairs, General Counsel and Secretary 1,4 Dennis E. Foster Prinicipal, Foster Thoroughbred Investments, Lexington, Kentucky C.J. Duvall Executive Vice President – Human Resources 1,2 Lawrence L. Gellerstedt III Chairman and Chief Executive Officer, Jeffery R. Gardner Executive Vice President – Chief Financial Officer The Gellerstedt Group, LLC, Atlanta, Georgia Emon A. Mahony, Jr.1,3,5 Keith A. Kostuch Senior Vice President – Strategic Planning Chairman of the Board, Arkansas Oklahoma Gas Corporation, Sharilyn Gasaway Fort Smith, Arkansas Controller John P. McConnell3,4 Scott Settelmyer Chairman and Chief Executive Officer, Treasurer Worthington Industries, Inc., Columbus, Ohio Josie C. Natori2,4 President and Chief Executive Officer, The Natori Company, New York, New York Gregory W. Penske President, Penske Automotive Group, Inc., El Monte, California Frank E. Reed Retired; Former President and Chief Executive Officer, Philadelphia National Bank, Philadelphia, Pennsylvania Warren A. Stephens1 President, Chief Executive Officer, Stephens Inc. and Stephens Group, Inc., Little Rock, Arkansas Ronald Townsend3,5 Communications Consultant, Jacksonville, Florida 1 Executive Committee | 2 Governance Committee | 3 Audit Committee | 4 Compensation Committee 5 Pension Trust Investment Committee 16
  • 19. Investor Information COMMON STOCK PRICE AND DIVIDEND INFORMATION CORPORATE HEADQUARTERS Ticker Symbol AT Newspaper Listing ALLTEL ALLTEL Corporation One Allied Drive MARKET PRICE Little Rock, Arkansas 72202 Dividend www.alltel.com Year Qtr. High Low Close Declared 2004 4th $60.62 $53.40 $58.76 $ .38 3rd 55.80 49.23 54.91 .37 ANNUAL MEETING 2nd 51.95 48.63 50.62 .37 The Annual Meeting of ALLTEL Corporation stockholders 1st 53.28 46.65 49.89 .37 will be held at 11 a.m. (CDT) on Thursday, April 21, 2005, at ALLTEL Arena, Washington Street box office entrance, 2003 4th $49.98 $43.75 $46.58 $ .37 3rd 50.31 44.51 46.34 .35 North Little Rock, Arkansas. 2nd 49.68 43.62 48.22 .35 1st 56.22 40.68 44.76 .35 INVESTOR RELATIONS The common stock is listed and traded on the New York and Information requests from investors, security analysts and Pacific stock exchanges. The above table reflects the range other members of the investment community should be of high, low and closing prices as reported by Dow Jones & addressed to: Company, Inc. Investor Relations Department ALLTEL Corporation One Allied Drive ANNUAL REPORT AND FORM 10-K REQUESTS The 2004 Annual Report and the Form 10-K Annual Report Little Rock, Arkansas 72202 filed with the Securities and Exchange Commission are avail- 877.446.3628 fax 501.905.5444 able electronically at www.alltel.com/investors. e-mail: alltel.investor.relations@alltel.com CEO/CFO CERTIFICATIONS TOLL-FREE INVESTOR INFORMATION LINE In accordance with NYSE listing standards, ALLTEL’s CEO Call 877.4.INFO.AT (877.446.3628) for an automatic certification required by Section 303A.12(a) of the NYSE connection to ALLTEL’s investor relations and shareholder Listed Company Manual has been filed with the NYSE. In services departments, recent news releases, stock quotes addition, ALLTEL’s CEO and CFO certifications required and answers to frequently asked questions. under Section 302 of the Sarbanes-Oxley Act are filed as exhibits to the Form 10-K Annual Report. TRANSFER AGENT, REGISTRAR AND DIVIDEND DISBURSING AGENT General questions about stockholder accounts, stock LATEST NEWS ABOUT ALLTEL certificates, transfer of shares, dividend payments, dividend Stock quotes, charts graphing ALLTEL’s stock trading activity, reinvestment or electronic deposit of dividends may be financial reports, corporate governance information, SEC directed to: filings, recent news releases and company presentations are Computershare Investor Services L.L.C. available at www.alltel.com/investors. Registered stockhold- 2 North LaSalle Street ers may also access their stock account by clicking on Chicago, IL 60602 Shareholder Services at www.alltel.com/investors. Domestic: 888.243.5445 International: 312.360.5126 fax: 312.601.4332 Web: www.computershare.com/contactus This report features the following ALLTEL employees: (front cover from left) MeSean Roberson, Teresa Fakler, Tracy Crawford, Frank Schueneman, Marcia Van Rhee, Keith Crosby and Cindy Boyer; (back cover from left) Deron Hamilton, Solomon Hu, Scott Moody, Sheila Hensley, Laura Brooks, Mark McCaslin and Bettye Willis.
  • 20. ALLTEL Corporation One Allied Drive Little Rock, AR 72202 501.905.8000 www.alltel.com