Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
To Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of
Report (date of earliest event reported): October 19,
2007
Alltel
Corporation
(Exact
Name of Registrant as Specified in its Charter)
Delaware
(State
or
Other Jurisdiction of Incorporation)
1-4996 34-0868285
(Commission
File Number) (IRS Employer Identification No.)
One
Allied Drive, Little Rock, Arkansas 72202
(Address
of Principal Executive Offices, Including Zip Code)
(501)
905-8000
(Registrant's
Telephone Number, Including Area Code)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
[
]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
[
]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
Item
2.02 Results of Operations and
Financial Condition
On
October 19, 2007, Alltel Corporation (“Alltel” or the “Company”) issued a Press
Release announcing the Company’s third quarter 2007 unaudited consolidated
results of operations. The Press Release presents the Company’s
consolidated results of operations measured under generally accepted accounting
principles (“GAAP”) and its results of operations from current
businesses.
“Results
of operations from current businesses” include the following:
·
|
Operating
income from current businesses
|
·
|
Income
taxes from current businesses
|
·
|
Net
income from current businesses
|
·
|
Basic
and diluted earnings per share from current
businesses
|
·
|
Equity
free cash flow from current
businesses
|
The
current business measures are non-GAAP financial measures that differ from
their
respective GAAP counterparts in that they exclude the effects of discontinued
operations, amortization expense related to acquired, finite-lived intangible
assets, gain (loss) on exchange or disposal of assets, debt prepayment expenses,
reversal of certain income tax contingency reserves, costs associated with
Hurricane Katrina, and integration expenses, restructuring and other
charges.
Alltel’s
purpose for excluding items from the current business measures is to focus
on
Alltel’s true earnings capacity associated with providing wireless
communications services. Management believes the items excluded from
the current business measures are related to strategic activities or other
events, specific to the time and opportunity available, and, accordingly, should
be excluded when evaluating the trends of the Company’s
operations. For these reasons, Alltel believes that presenting the
current business measures assists investors in assessing the true business
performance of the Company by clarifying for investors the effects that certain
items such as asset sales, restructuring expenses and other business
consolidation costs arising from past acquisition and restructuring activities
had on the Company’s GAAP consolidated results of operations. The
Company uses results from current businesses as management’s primary measure of
the performance of its business operations. Alltel’s management,
including the chief operating decision-maker, uses the current business measures
consistently for all purposes, including internal reporting purposes, the
evaluation of business objectives, opportunities and performance, resource
allocation and the determination of management compensation.
Equity
free cash flow from current businesses is a non-GAAP financial measure that
is
computed as net income from current businesses plus depreciation expense less
capital expenditures including capitalized software development
costs. The Company believes that reporting equity free cash flow from
current businesses assists investors in understanding Alltel’s ability to
generate sufficient positive cash flows to fund its ongoing cash operating
requirements including capital expenditures, payment of dividends and debt
service obligations. Equity free cash
flow
from current businesses should not be considered in isolation or as a substitute
for cash flow from operations prepared in accordance with GAAP.
The
financial tables of Alltel’s Press Release include a reconciliation of each of
the non-GAAP financial measures discussed above to its most directly comparable
financial measure calculated and presented in accordance with GAAP. A
copy of Alltel’s Press Release dated October 19, 2007 is attached hereto as
Exhibit 99(a) and is furnished as a part of this filing.
Item
9.01 Financial Statements and
Exhibits.
Exhibit
99(a) Press Release dated October 19,
2007 of Alltel
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this Current Report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
ALLTEL
CORPORATION
By:
/s/ Sharilyn S.
Gasaway
Name:
Sharilyn S.
Gasaway
Title:
Executive Vice
President -
Chief
Financial
Officer
Dated:
October 19, 2007
EXHIBIT
INDEX
Exhibit
No. Description
Exhibit
99(a)
Press Release dated October 19, 2007 of Alltel