alltel 05 all telannual

annual review 2005

the power of two

In 2005, over a decade of carefully executed acquisition and growth culminated in Alltel owning and

operating the nation’s largest wireless network, covering more of the country than any other company. This

strategic milestone, cemented by the merger with Western Wireless, also paved the way for a historic spin-off

of our 60-year-old wireline business. Going forward, both our wireless and wireline businesses will be free to

deliver optimum shareholder value.

In Alltel’s final full year as an integrated wireless and wireline

company, I am pleased to report solid results for 2005 and an exciting

outlook for the future. Even with a major equity unit conversion and a

record level of mergers and acquisitions, we increased our fully diluted

earnings per share under Generally Accepted Accounting Principles

(GAAP) to $3.87 and earnings per share from current businesses

to $3.41. The Alltel Board of Directors also increased our dividend for

the 45th consecutive year, raising the indicated annual rate by 1.3

percent to $1.54 per common share.

Our consolidated revenues and operating income from current

businesses grew 15 percent and 11 percent, respectively, led by a

24 percent increase in wireless revenue and a 23 percent increase in

wireless segment income. Our wireline operations saw decreases of

two percent in revenues and segment income. We improved our

already solid balance sheet, ending the year with 1.4 times net debt

to operating income (before depreciation and amortization) and net

debt to total capitalization of just 28 percent.

operational highlightsUnder the banner of a new logo and new brand, each of our

communications businesses made significant advances in 2005.

In our wireless business, we added two million new customers,

driven mainly by the acquisition of Western Wireless. Average

revenue per customer grew five percent to $50.42 in our heritage

markets (excluding markets acquired in 2005) and increased seven

percent to $51.44 overall, reflecting our continued commitment to

industry-leading customer care and increased revenue from data

services. Overall post-pay churn declined to 1.8 percent. With the

announced $1 billion acquisition of Midwest Wireless, which we

expect to finalize in the first half of this year, we will add an

additional 400,000 customers, bringing our total wireless customer

base to more than 11 million customers in 34 states.

Although we had a slight decline in our wireline access lines, this

was offset by the addition of a record 154,000 broadband customers.

With just under 400,000 total broadband customers, we have one of

the highest penetration rates and fastest growth rates in the industry.

Feature revenue per eligible line increased five percent, contributing

to an average revenue per wireline customer of $67.21, a two

percent increase over last year. In October we introduced DISH

Network satellite TV service in our wireline markets, giving our

customers the opportunity to package video entertainment with

local, long-distance and broadband service, all on one bill.

letter to shareholders

1

the power of twoAlltel employees should take special pride in having delivered these results while also tackling several major strategic initiatives

leading up to our transition from one company to two. The first was the purchase of four properties from Cingular, a

challenging transaction requiring a complex technology conversion and handset change-out program. It was, however, a strategically

essential catalyst for the $6.5 billion merger with Western Wireless, which we completed on August 1. We also completed smaller

transactions with US Cellular and Public Service Cellular. Together, these acquisitions confirmed Alltel’s position as the nation’s fifth

largest carrier in terms of customers served and number one in terms of geographical coverage. By year-end, we completed or signed

agreements to sell substantially all of Western Wireless’s international operations for approximately $2.2 billion.

In last year’s letter, I wrote that we would conduct a thorough evaluation of our wireline business and its capital structure. After

a long, arduous and – given Alltel’s history – a somewhat emotional process, we announced on December 9 that our wireline

operations would merge with VALOR Communications to form a new wireline company. For shareholders, customers and employees,

I have no doubt this strategy is the most likely of all scenarios considered to create long-term value in the very different environments

in which the wireless and wireline businesses now compete. We expect this transaction to close mid-year.

The new company will be ideally positioned to play a leading role in the rural telecommunications industry as it enters the next

phase of consolidation. With its expanded geographic footprint, favorable rural characteristics and strong financial position, the new

company will continue the Alltel tradition of conservative management and superior customer service. It will be led by an outstanding

management team, primarily from Alltel, whose commitment to sound financial stewardship and proven expertise in mergers and

acquisitions will serve the company well.

As Alltel begins operating as a pure-play wireless company, we too will hold steadfastly to the guiding principles which have been

the hallmark of our history. With the financial flexibility to explore investments in new technologies and services, we look forward

to continued growth and enhanced customer and shareholder value by exploiting the full potential of this rapidly evolving

marketplace.

2

past, present

loving every minute Recognizing the need to present ourselves appropriately in today’s marketplace, we made the first major change to the Alltel brand

since its creation in 1983. The new logo was supported by a major advertising campaign, which included specific brand promises for

both our wireless and wireline customers. All of these promises focus squarely on customer value and, for our wireless business, each

is an industry first — proving once again that when Alltel makes a commitment, we deliver.

above and beyond Hurricane Katrina and three other storms had a major impact on our Gulf Coast operations in 2005. While we are no

strangers to storms, the scale of these natural disasters demanded exceptional effort and sacrifice, both personally and

financially. In addition to devoting 32,000 hours and incurring $20 million in incremental costs, primarily to repair damage to

our network and facilities, our focus was locating and ensuring the safety of the 250 Alltel employees who live and work in the

devastated areas. I am proud of everything we did to deliver the best possible communications service throughout the affected areas

and to help those in need.

our continuing pledgeLooking back on the physical impact of Katrina, the cultural impact of our new customer-focused brand, and the historical impact

of our break with 60 years of wireline heritage, there is little doubt that 2005 will be remembered as an exceptional chapter in the

Alltel story. As in every other year, we worked each day mindful of our primary obligation as stewards of our investors’ money and

took the actions we deemed appropriate to maintain the right balance between customer and shareholder value. Even in the most

turbulent market conditions, this focused approach has delivered superior financial performance for many years, and there is no

doubt in my mind that it will continue to successfully guide our two new businesses as they rise to the challenges and opportunities

of the future.

As always, thank you for your continued faith and support.

3

Scott T. Ford

President and Chief Executive Officer

January 31, 2006

and futures

With the acquisition of Western Wireless and

other properties, Alltel’s wireless footprint expanded to

over one-half of the total landmass of the continental

United States. For approximately 11 million new and

existing Alltel wireless customers, our extended

coverage and our commitment to multiple tech-

nologies brought more connections, wider reach and

better value. For the top four wireless carriers, it made

Alltel the leading independent roaming partner in the

nation’s rural markets. And for our shareholders, it

increased the share of Alltel’s revenues generated by

high-growth wireless services to almost 65 percent.

wirelessgrowth and value

reaping the rewards of the nation’s largest network

4

managing growth

2005 saw strong revenue growth in our heritage wireless markets

and the first stages of a process to integrate over two million new

customers from newly acquired properties. Within former Western

Wireless markets we aggressively promoted the added value of

Alltel national service plans, while paving the way for support

system conversions and the addition of 400,000 new customers

from Midwest Wireless, both scheduled for the first half of 2006.

creating loyalty

A $50 million retail makeover included remodeling and rebranding

more than 500 retail locations, new branded attire for our in-

store personnel and extensive training and system improvements

to support our brand promises. These and other changes were

built on Alltel’s commitment to treat customers with fairness and

respect. Employees who showed a commitment to external or

internal customers were recognized through the year as outstanding

customer allies.

driving data

We continued our focus on wireless data with significant investments

in network infrastructure, new products and high-profile marketing

programs. By year-end, over 95 percent of our POPs had 1X data

available to them, allowing customers in most of our heritage

markets to take advantage of our newly-launched BlackBerry®

products and a wide range of messaging, ring tone and other data

services. In 12 markets, we also rolled out the higher-speed EVDO

technology, enabling users to download music, pictures, games and

other applications to a new generation of smartphones and other

data-enabled devices. These include Motorola’s RAZR V3c, which

we launched in conjunction with MobiTV®, allowing customers to

watch live television on this and other CDMA EVDO handsets. We

are evaluating various wireless broadband technologies to ensure

we continue to make appropriate investment decisions as the market

for wireless data continues to grow.

Customer response to these innovations is highly encouraging,

with strong growth in sales of our AxcessSM Messaging Packs that

let customers send and receive any combination of text, picture or

video messages for a flat-rate monthly price. Overall, wireless data

revenues in Alltel’s heritage markets more than doubled to $227

million in 2005 compared to the previous year, accounting for over

four percent of wireless ARPU (average revenue per user). As new

content, applications and devices become available, we expect that

share to rise significantly in 2006 and beyond.

delivering value

As owner and operator of the nation’s largest wireless network,

Alltel is committed to bringing a level of service to our predominantly

rural markets that is equivalent or superior to that offered in major

metropolitan areas. As we embark on the next chapter in the

Alltel story, we intend to show our customers that the wireless

journey has just begun.

anytime plan changesChange your rate plan whenever

you need without extending

your contract.

unlimited calls homeGet unlimited calls between your

wireless and home phone on

select plans.

america’s only network quality guarantee You’ll stay connected or we’ll

pay you back.

5

brand promises

In 2005, innovative services, faster connections and

competitive pricing gave our three million wireline

customers a host of new reasons to choose Alltel

over rival telephone and cable providers. With our

strong broadband penetration, our new, flat-rate long-

distance calling plans and the launch of satellite video

service, they witnessed another major step in Alltel’s

transition from a respected and long-established

telephone company to an innovative provider of

converged digital communications, information and

entertainment.

wirelinetriple player

voice, data and video for a new generation

6

breaking broadband barriers

In a world where traditional telephony faces increasing

competition from less regulated wireless carriers, cable companies

and VoIP (voice over Internet protocol) providers, increasing pressure

on access line revenues and growth is a simple fact of life.

Because we serve primarily rural markets, our access line decline of

four percent was less than the Regional Bell Operating Companies’

decline of approximately five to six percent. However, the number

of broadband customers we added last year more than offset the

number of access lines lost.

During the year, we rolled out DSL to a record 1,100 new sites,

bringing our overall broadband addressability to approximately

75 percent of our subscribers. With quality voice connections and

data transfer speeds of up to 3 Mb/sec, this investment gives Alltel

customers a genuine alternative to the telephone and Internet access

offerings from local cable companies and one more reason to retain

the communications provider they know and trust. To complete the

picture, we launched DISH Network satellite TV service with more

than 200 channels of 100 percent digitally-delivered audio-visual

entertainment across our entire wireline footprint. With free

installation, Digital Video Recorder functionality, Dolby® Surround

sound, a choice of viewing packages to fit any budget and full

parental control, the new service competes on both quality and price

and fulfills the Alltel brand promise to deliver the “right value, right

now.”

IP in KY

In 2005, we completed the first year of a five-year contract to

build and manage IP networks for the University of Kentucky

(UK) and the Kentucky Postsecondary Education Network (KPEN)

consortium. For UK faculty and students, deployment of

VoIP technology means greater mobility and new services such as

Internet telephony and unified messaging. On a larger scale,

the KPEN provides a statewide transport network that will

interconnect and provide Internet access to educational and

governmental institutions across Kentucky. Our network solution,

which includes managed equipment and security services, is seen

by many as a road map for similar state government projects, and

we expect to roll out further all-IP networks in neighboring states

throughout 2006 and beyond.

this way to the future

2005 provided clear illustrations of Alltel’s commitment to next-

generation wireline communications, both in our major business

solutions and in our innovative residential services. Going forward,

we are confident that our unique combination of local experience

and technological innovation will confirm us as the leading “triple

player” in today’s high-speed rural communications environment.

right value, right nowGet all the products and services

you need at prices you’ll love.

count on usExpect us to personally answer

your question or resolve any

issue quickly.

always reliable connections 99.999% call reliability. 100%

dedicated to the dependability you

expect.

7

brand promises

win-winleaders for the long term

right people, right place, right time

In freeing our wireless and wireline businesses to

make independent investment decisions and cap-

italize on the different strategic, operational and

financial opportunities in their respective markets,

Alltel is continuing its long tradition of corporate and

personal leadership in rural telecommunications.

Following the split, each business will have sufficient

scale to compete on its own and deliver the best

possible value to its customers. And each will

benefit from experienced management teams with

a proven track record of delivering financial results

and a deep commitment to providing quality

communications services.

8

riding the wireless wave

As a pure-play wireless business, Alltel will have about 11

million customers in 34 states, with estimated revenues of

$7.5 billion. With low net debt and an advanced high-speed network

infrastructure already in place, the company will be ideally

positioned to make the investments required to keep it ahead of a

rapidly evolving competitive landscape.

Taking the new Alltel forward, Scott Ford, Kevin Beebe and Jeff

Fox will continue in their present roles and will be joined by other

members of Alltel’s current senior management team. The wireless

business expects to pay an annual dividend of 50 cents per share of

common stock.

a new rural benchmark

The new wireline company will be a major force in rural

communications, with approximately 3.4 million customers in

16 states and estimated revenues of $3.4 billion. Retaining most

of Alltel’s wireline communications products and support services,

including publishing and retail long-distance, the company expects

to pay an annual dividend of $1 per share of common stock, which

equals $1.05 per equivalent Alltel share.

Jeffery Gardner, who previously served as Alltel’s executive vice presi-

dent and chief financial officer, will lead the new organization, and

Alltel board member Dennis Foster will serve on the board of the

wireline company.

9

“This transaction creates new growth opportunities for both the

wireless and wireline businesses as separate entities.”

Results Under GAAPFOR THE YEARS ENDED DECEMBER 31,(Millions, except per share amounts, customers in thousands) Increase (Decrease)

2005 2004 Amount % 2003

UNDER GAAP:

Revenues and sales:

Wireless $ 6,275.9 $ 5,078.1 $1,197.8 24 $ 4,728.4

Wireline 2,379.1 2,419.8 (40.7) (2) 2,436.1

Communications support services 1,025.6 923.8 101.8 11 959.0

Total business segments 9,680.6 8,421.7 1,258.9 15 8,123.5 Less: intercompany eliminations 193.6 175.6 18.0 10 143.6

Total revenues and sales $ 9,487.0 $ 8,246.1 $1,240.9 15 $ 7,979.9

Segment income:

Wireless $ 1,254.6 $ 1,020.2 $ 234.4 23 $ 998.0

Wireline 903.7 926.0 (22.3) (2) 883.9

Communications support services 68.2 62.7 5.5 9 76.4

Total segment income 2,226.5 2,008.9 217.6 11 1,958.3 Less: corporate expenses 76.8 36.4 40.4 111 41.3

integration expenses and other charges 58.7 50.9 7.8 15 19.0

Total operating income $ 2,091.0 $ 1,921.6 $ 169.4 9 $ 1,898.0

Net income $ 1,331.4 $ 1,046.2 $ 285.2 27 $ 1,330.1

Basic earnings per share $3.91 $3.40 $.51 15 $4.27

Diluted earnings per share $3.87 $3.39 $.48 14 $4.25

Weighted average common shares:

Basic 340.8 307.3 33.5 11 311.8

Diluted 344.1 308.3 35.8 12 312.8

Annual dividend per common share $1.54 $1.52 $.02 1 $1.48

CAPITAL EXPENDITURES $ 1,349.6 $ 1,157.7 $ 191.9 17 $ 1,194.4

AT YEAR END:

Total assets $24,013.5 $16,603.7 $7,409.8 45 $16,661.1

Wireless customers 10,662.3 8,626.5 2,035.8 24 8,023.4

Wireline customers 2,885.7 3,009.4 (123.7) (4) 3,095.6

Long-distance customers 1,750.8 1,770.9 (20.1) (1) 1,680.2

Broadband customers 397.7 243.3 154.4 63 153.0

Enterprise value $24,205.5 $17,761.3 $6,444.2 36 $14,563.0

financial highlights

10

2

4

6

8

10

0.2

0.4

0.6

0.8

1.0

1.2

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2

3

4

2

4

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8

10

0.2

0.4

0.6

0.8

1.0

1.2

1

2

3

4

2

4

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8

10

dollars inbillions

0.2

0.4

0.6

0.8

1.0

1.2

1

2

3

4

dollars inbillions dollars

03 04 05 03 04 05 03 04 05

Revenues Net Income Basic Earnings per Share

FOR THE YEARS ENDED DECEMBER 31,

(Millions, except per share amounts) Increase (Decrease)

2005 2004 Amount % 2003

FROM CURRENT BUSINESSES:

Revenues and sales:

Wireless $6,275.9 $5,078.1 $1,197.8 24 $4,728.4

Wireline 2,379.1 2,419.8 (40.7) (2) 2,436.1

Communications support services 1,025.6 923.8 101.8 11 959.0

Total business segments 9,680.6 8,421.7 1,258.9 15 8,123.5 Less: intercompany eliminations 193.6 175.6 18.0 10 143.6

Total revenues and sales $9,487.0 $8,246.1 $1,240.9 15 $7,979.9

Segment income:

Wireless $1,254.6 $1,020.2 $234.4 23 $998.0

Wireline 903.7 926.0 (22.3) (2) 883.9

Communications support services 68.2 62.7 5.5 9 76.4

Total segment income 2,226.5 2,008.9 217.6 11 1,958.3 Less: corporate expenses 37.3 36.4 0.9 2 41.3

Total operating income $2,189.2 $1,972.5 $216.7 11 $1,917.0

Net income $1,171.1 $1,038.1 $133.0 13 $954.4

Basic earnings per share $3.44 $3.38 $.06 2 $3.06

Diluted earnings per share $3.41 $3.37 $.04 1 $3.05

At year end:

Net debt to OIBDA 1.4 1.2 0.2 17 1.3

Net debt to total capitalization 28% 33% (5%) (15) 33%

Current businesses excludes the effects of discontinued operations, special cash dividend received on the Company's investment in Fidelity National Finan-cial, Inc. common stock, gain on the exchange or disposal of assets, debt prepayment costs, hurricane-related costs, a change in accounting for operating leases and conditional asset retirement obligation, reversal of certain income tax contingency reserves and restructuring and other charges.

See the Financial Supplement to Alltel's Form 10-K for the year ended December 31, 2005 for a further discussion of these items.

OIBDA defined as operating income before depreciation and amortization.

Results From Current Businesses

11

Reconciliation of Results of Operations Under GAAP to Results From Current BusinessesFOR THE YEARS ENDED DECEMBER 31,

(Millions, except per share amounts)

2005 2004 2003

Operating income under GAAP $2,091.0 $1,921.6 $1,898.0

Items excluded from measuring segment income:

Incremental hurricane-related costs 19.7 — —

Change in accounting for operating leases with scheduled rent increases 19.8 — —

Restructuring and other charges 58.7 50.9 19.0

Operating income from current businesses 2,189.2 1,972.5 1,917.0

Corporate expenses 37.3 36.4 41.3

Segment income from current businesses $2,226.5 $2,008.9 $1,958.3

Net income under GAAP $1,331.4 $1,046.2 $1,330.1

Items excluded from measuring results from current businesses, net of tax:


Gain on exchange or disposal of assets (145.8) — (18.9)

Special dividend received on Fidelity National common stock (69.8) — —

Change in accounting for operating leases 12.1 — —

Hurricane-related costs, net of insurance recoveries 8.9 — —

Write-down of investments and other — — 3.9

Termination fees on early retirement of long-term debt — — 4.4

Reversal of income tax contingency reserves — (19.7) —

Cumulative effect of accounting change 7.4 — (15.6)

Income from discontinued operations (30.3) (19.5) (361.0)

Net income from current businesses $1,171.1 $1,038.1 $954.4

Basic earnings per share under GAAP $3.91 $3.40 $4.27


Restructuring and other charges .14 .10 .04

Gain on exchange or disposal of assets (.43) — (.06)

Special dividend received on Fidelity National common stock (.20) — —

Change in accounting for operating leases .04 — —

Hurricane-related costs, net of insurance recoveries .02 — —

Write-down of investments and other — — .01

Termination fees on early retirement of long-term debt .03 — .01

Reversal of income tax contingency reserves — (.06) —

Cumulative effect of accounting change .02 — (.05)

Discontinued operations (.09) (.06) (1.16)

Basic earnings per share from current businesses $3.44 $3.38 $3.06

Diluted earnings per share under GAAP $3.87 $3.39 $4.25


Restructuring and other charges .14 .10 .04

Gain on exchange or disposal of assets and other (.40) — (.06)

Special dividend received on Fidelity National common stock (.20) — —

Change in accounting for operating leases .04 — —

Hurricane-related costs, net of insurance recoveries .03 — —

Write-down of investments and other — — .01

Termination fees on early retirement of long-term debt .03 — .01

Reversal of income tax contingency reserves — (.06) —

Cumulative effect of accounting change .02 — (.05)

Discontinued operations (.09) (.06) (1.15)

Diluted earnings per share from current businesses $3.41 $3.37 $3.05

12

13

Other Reconciliations of Non-GAAP Financial Measures

2005 2004 2003

DEBT TO EqUITY RATIO UNDER GAAP(As of December 31, dollars in millions)

Long-term debt, including current maturities (A) $ 5,988.0 $ 5,577.4 $ 5,858.4

Total shareholders’ equity 13,015.4 7,128.7 7,022.2

Total debt and equity (B) $19,003.4 $12,706.1 $12,880.6

Debt to equity ratio under GAAP (A) / (B) 32% 44% 45%

NET DEBT TO TOTAL CAPITALIZATION (As of December 31, dollars in millions)

Long-term debt, including current maturities $ 5,988.0 $ 5,577.4 $ 5,858.4

Cash and short-term investments (989.2) (484.9) (657.8)

Net debt 4,998.8 5,092.5 5,200.6

Assumed conversion of equity units (80% of $1,385.0) — (1,108.0) (1,108.0)

Adjusted net debt (A) $ 4,998.8 $ 3,984.5 $ 4,092.6

Net debt $ 4,998.8 $ 5,092.5 $ 5,200.6

Total shareholders’ equity 13,015.4 7,128.7 7,022.2

Total capitalization (B) $18,014.2 $12,221.2 $12,222.8

Net debt to total capitalization (A) / (B) 28% 33% 33%

NET DEBT TO OPERATING INCOME(12 months ended December 31, dollars in millions)

Long-term debt, including current maturities $ 5,988.0 $ 5,577.4 $ 5,858.4

Cash and short-term investments (989.2) (484.9) (657.8)

Net debt 4,998.8 5,092.5 5,200.6

Assumed conversion of equity units (80% of $1,385.0) — (1,108.0) (1,108.0)

Adjusted net debt (see above) (A) $ 4,998.8 $ 3,984.5 $ 4,092.6

Operating income under GAAP (B) $ 2,091.0 $ 1,921.6 $ 1,898.0

Net debt to operating income (A) / (B) 2.4 2.1 2.2

NET DEBT TO OIBDA FROM CURRENT BUSINESSES(12 months ended December 31, dollars in millions)

Adjusted net debt (see above) (A) $ 4,998.8 $ 3,984.5 $ 4,092.6

Operating income under GAAP $ 2,091.0 $ 1,921.6 $ 1,898.0


Incremental hurricane-related costs 19.7 - -

Change in accounting for operating leases with scheduled rent increases 19.8 - -

Depreciation and amortization expense 1,482.6 1,299.7 1,247.7

OIBDA from current businesses (B) $ 3,671.8 $ 3,272.2 $ 3,164.7

Net debt to OIBDA from current businesses (A) / (B) 1.4 1.2 1.3

Alltel Wireless

Alltel Wireline

Pending Wireless

Pending Wireline

PensacolaPensacola

AlbanyAlbany

SalinaSalina

TupeloTupelo

Fallon

Durango

Elko

Bishop

Flagstaff

Durango

Flagstaff

Fallon

Elko

Bishop

Pueblo

Savannah

Augusta

Grand RapidsGrand Rapids

Kalamazoo

Rochester

Springfield

Billings

Great Falls

Fayetteville

Fargo

Charleston

Sioux Falls

Amarillo

BrownsvilleMcAllen

Appleton

Eau Claire

Casper

Pueblo

Savannah

Rochester

Springfield

Billings

Great Falls

Fayetteville

Fargo

Charleston

Sioux Falls

Amarillo

BrownsvilleMcAllen

Appleton

Eau Claire

Casper

Lubbock

OdessaSan Angelo

Pueblo

Savannah

Augusta

Rochester

Springfield

FayettevilleFayetteville

Billings

Great Falls

Fayetteville

Fargo

Charleston

Sioux Falls

Amarillo

BrownsvilleMcAllen

Appleton

Eau Claire

Casper

Lubbock

OdessaSan Angelo

Kalamazoo

Mobile

Tucson

Jacksonville

Tampa

WichitaWichitaLexington

New Orleans

Shreveport

Charlotte

Omaha

Albuquerque

AkronCleveland

El Paso

Norfolk

Mobile

Tucson

Jacksonville

Tampa

Lexington

New Orleans

Charlotte

Omaha

Albuquerque

AkronCleveland

El Paso

Norfolk

Mobile

Tucson

Jacksonville

Tampa

Lexington

New Orleans

Charlotte

Omaha

Albuquerque

AkronCleveland

El Paso

Norfolk

Beatrice

Scottsbluff

Beatrice

Scottsbluff

Butte

Missoula

Cedar City

St. George

Roswell

Beatrice

Scottsbluff

Butte

Missoula

Cedar City

St. George

Roswell

DaltonDalton

Traverse CityTraverse City

Montgomery

Little Rock

Phoenix

TallahasseeBaton Rouge

Lansing

JacksonJackson

Helena

Raleigh

BismarckBismarck

Lincoln

Santa Fe

Kittanning

JamestownJamestown

Kittanning

Oklahoma City

Columbia

Pierre

Richmond

Charleston

Cheyenne

Montgomery

Little Rock

Phoenix


Lansing

Helena

Raleigh

Bismarck

Lincoln

Santa FeOklahoma City

Columbia

Pierre

Richmond

Charleston

Cheyenne

Montgomery

Little Rock

Phoenix


Lansing

Helena

Raleigh

Lincoln


Columbia

Pierre

Richmond

Charleston

Virginia BeachVirginia BeachBristolBristol

Cheyenne

Waco

Texarkana

Shreveport

Waco

Texarkana

Sioux CitySioux City

14

total coverageour wireless network covers more of the country than any other company

15

Alltel Wireless

Alltel Wireline

Pending Wireless

Pending Wireline

PensacolaPensacola

AlbanyAlbany

SalinaSalina

TupeloTupelo

Fallon

Durango

Elko

Bishop

Flagstaff

Durango

Flagstaff

Fallon

Elko

Bishop

Pueblo

Savannah

Augusta

Grand RapidsGrand Rapids

Kalamazoo

Rochester

Springfield

Billings

Great Falls

Fayetteville

Fargo

Charleston

Sioux Falls

Amarillo

BrownsvilleMcAllen

Appleton

Eau Claire

Casper

Pueblo

Savannah

Rochester

Springfield

Billings

Great Falls

Fayetteville

Fargo

Charleston

Sioux Falls

Amarillo

BrownsvilleMcAllen

Appleton

Eau Claire

Casper

Lubbock

OdessaSan Angelo

Pueblo

Savannah

Augusta

Rochester

Springfield

FayettevilleFayetteville

Billings

Great Falls

Fayetteville

Fargo

Charleston

Sioux Falls

Amarillo

BrownsvilleMcAllen

Appleton

Eau Claire

Casper

Lubbock

OdessaSan Angelo

Kalamazoo

Mobile

Tucson

Jacksonville

Tampa

WichitaWichitaLexington

New Orleans

Shreveport

Charlotte

Omaha

Albuquerque

AkronCleveland

El Paso

Norfolk

Mobile

Tucson

Jacksonville

Tampa

Lexington

New Orleans

Charlotte

Omaha

Albuquerque

AkronCleveland

El Paso

Norfolk

Mobile

Tucson

Jacksonville

Tampa

Lexington

New Orleans

Charlotte

Omaha

Albuquerque

AkronCleveland

El Paso

Norfolk

Beatrice

Scottsbluff

Beatrice

Scottsbluff

Butte

Missoula

Cedar City

St. George

Roswell

Beatrice

Scottsbluff

Butte

Missoula

Cedar City

St. George

Roswell

DaltonDalton

Traverse CityTraverse City

Montgomery

Little Rock

Phoenix


Lansing

JacksonJackson

Helena

Raleigh

BismarckBismarck

Lincoln

Santa Fe

Kittanning

JamestownJamestown

Kittanning

Oklahoma City

Columbia

Pierre

Richmond

Charleston

Cheyenne

Montgomery

Little Rock

Phoenix


Lansing

Helena

Raleigh

Bismarck

Lincoln


Columbia

Pierre

Richmond

Charleston

Cheyenne

Montgomery

Little Rock

Phoenix


Lansing

Helena

Raleigh

Lincoln


Columbia

Pierre

Richmond

Charleston

Virginia BeachVirginia BeachBristolBristol

Cheyenne

Waco

Texarkana

Shreveport

Waco

Texarkana

Sioux CitySioux City

more infordirectors

John R. Belk2,4

President and Chief Operating Officer,

Belk, Inc.,

Charlotte, North Carolina

William H. Crown2,3,5

President and Chief Executive Officer,

CC Industries, Inc.,

Chicago, Illinois

Joe T. FordChairman of the Company

Scott T. Ford1

President and Chief Executive Officer

of the Company

Dennis E. Foster1,4

Prinicipal, Foster Thoroughbred Investments,

Lexington, Kentucky

Lawrence L. Gellerstedt III1,2

President – Office/Multi-Family Division,

Cousins Properties, Inc.,

Atlanta, Georgia

Emon A. Mahony, Jr.1,3,5

Chairman of the Board,

Arkansas Oklahoma Gas Corporation,

Fort Smith, Arkansas

John P. McConnell3,4

Chairman and Chief Executive Officer,

Worthington Industries, Inc.,

Columbus, Ohio

Josie C. Natori2,4


The Natori Company,

New York, New York

Gregory W. PenskePresident, Penske Automotive Group Inc.,

El Monte, California

Warren A. Stephens1


Stephens Inc. and Stephens Group, Inc.,

Little Rock, Arkansas

Ronald Townsend3,5

Communications Consultant,

Jacksonville, Florida

officers

Joe T. FordChairman

Scott T. FordPresident and Chief Executive Officer

Kevin L. BeebeGroup President – Operations

Jeffrey H. FoxGroup President – Shared Services

C.J. DuvallExecutive Vice President – Human Resources

Sharilyn S. GasawayExecutive Vice President – Chief Financial Officer

Richard N. MasseyExecutive Vice President, General Counsel

and Secretary

Keith A. KostuchSenior Vice President – Strategic Planning

Sue P. MosleyController

John A. EbnerTreasurer

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

16

mation

more inforinvestor information

corporate headquarters Alltel Corporation One Allied Drive Little Rock, Arkansas 72202 www.alltel.com

annual meeting The Annual Meeting of Alltel Corporation stockholders will be held at 11 a.m. (CDT) on Thursday, April 20, 2006, at Alltel Arena, Washington Street box office entrance, North Little Rock, Arkansas.

investor relations Information requests from investors, security analysts and other members of the investment community should be addressed to:

Investor Relations Department Alltel Corporation One Allied Drive Little Rock, Arkansas 72202 877.446.3628 fax 501.905.5444 e-mail: [email protected]

toll-free investor information line Call 877.4.INFO.AT (877.446.3628) for an automatic connection to Alltel’s investor relations and shareholder services departments, recent news releases, stock quotes and answers to frequently asked questions.

transfer agent, registrar and dividend agent General questions about stockholder accounts, stock certificates, transfer of shares, dividend payments, dividend reinvestment or electronic deposit of dividends may be directed to:

Computershare Investor Services L.L.C2 North LaSalle StreetChicago, IL 60602Domestic: 888.243.5445International: 312.360.5126Fax: 312.601.4332Web: www.computershare.com/contactus

common stock price and dividend information Ticker Symbol AT Newspaper Listing Alltel

market price DividendYear qtr. High Low Close Declared2005 4th $68.19 $58.00 $63.10 $ .385 3rd 66.95 60.45 65.11 .38 2nd 62.36 54.82 62.28 .38 1st 59.85 54.20 54.85 .38

2004 4th $60.62 $53.40 $58.76 $ .38 3rd 55.80 49.23 54.91 .37 2nd 51.95 48.63 50.62 .37 1st 53.28 46.65 49.89 .37

The common stock is listed and traded on the New York and Pacific stock exchanges. The above table reflects the range of high, low and closing prices as reported by Dow Jones & Company, Inc.

annual report and form 10-k requests The 2005 Annual Report and the Form 10-K Annual Report filed with the Securities and Exchange Commission are available elec-tronically at www.alltel.com/investors.

ceo/cfo certificationsIn accordance with NYSE listing standards, Alltel’s CEO certifica-tion required by Section 303A.12(a) of the NYSE Listed Company Manual has been filed with the NYSE. In addition, Alltel’s CEO and CFO certifications required under Section 302 of the Sarbanes- Oxley Act are filed as exhibits to the Form 10-K Annual Report.

latest news about alltel Stock quotes, charts graphing Alltel’s stock trading activity, financial reports, corporate governance information, SEC filings, recent news releases and company presentations are available at www.alltel.com/investors. Registered stockholders may also access their stock account by clicking on Shareholder Services at www.alltel.com/investors.

mation

Alltel Corporation

One Allied Drive

Little Rock, AR 72202

501.905.8000

www.alltel.com

alltel 05 all telannual

Economy & Finance