Edgar Filing: ALLTEL CORP













 



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):  January 21, 
2005

 

ALLTEL CORPORATION

(Exact name of registrant
as specified in its charter)

 




 
  
  Delaware
  
  
   
  
  
  1-4996
  
  
   
  
  
  34-0868285
  
 
 
  
  (State or other
  jurisdiction of

  incorporation or organization)
  
  
   
  
  
  (Commission File
  Number)
  
  
   
  
  
  (I.R.S. Employer

  Identification No.)
  
 




 




 
  
  One
  Allied Drive, Little Rock, Arkansas
  
  
   
  
  
  72202
  
 
 
  
  (Address of
  principal executive offices)
  
  
   
  
  
  (Zip Code)
  
 




 

Registrant's telephone
number, including area code   (501) 905-8000

 

Not
Applicable

(Former Name or Former Address, if Changed Since Last Report)

 


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 January 21, 
2005, ALLTEL Corporation ("ALLTEL" or the "Company") issued a Press Release 
announcing the Company's fourth quarter and annual 2004 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, early 
termination of debt, restructuring and other charges, gain on disposal of 
assets, write-down of investments, 
and the reversal of certain income tax contingency reserves.
ALLTEL's 
purpose for excluding items from the current business measures is to focus on 
ALLTEL's true earnings capacity associated with providing telecommunication 
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 segments. ALLTEL 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 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 and 
amortization 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 January 21, 2005 is attached hereto as Exhibit 
99(a) and is furnished as a part of this filing.
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SIGNATURE
 
 
Pursuant to the requirements of the Securities 
Exchange Act of 1934, the registrant has duly caused this report to be signed on 
its behalf by the undersigned, thereunto duly authorized.
 
 

  
  
    
       
    
      ALLTEL 
      CORPORATION
  
    
       
    
      (Registrant)
  
    
       
    
       
  
    
       
    
       
  
    
       
    
      By:  /s/ 
      Jeffery R. Gardner
  
    
       
    
      Jeffery R. 
      Gardner
  
    
       
    
      Executive Vice 
      President - Chief Financial Officer
  
    
       
    
      (Principal Financial 
      Officer)
  
    
       
    
      
      January 21, 2005
 
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EXHIBIT 
INDEX
 
 

  
  
    
      Exhibit
Number
    
       
    
      Description of Exhibits
  
    
       
    
       
    
       
  
    
      99(a)
    
       
    
      Press Release, dated January 21, 2005 of 
      ALLTEL Corporation.
  
    
       
    
       
    
       
 
4