FORM 8-K OF ALLTEL CORPORATION
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): August
2, 2006
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)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
2.02 Results
of Operations and Financial Condition
On
August
2, 2006, Alltel Corporation (“Alltel” or the “Company”) issued a Press Release
announcing the Company’s second quarter 2006 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
|
| · |
Other
income, net from current businesses
|
| · |
Income
taxes from current businesses
|
| · |
Net
income from current businesses
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| · |
Basic
and diluted earnings per share from current businesses
|
| · |
Equity
free cash flow from current
businesses
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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 intangible assets recorded in
connection with the acquisition of wireless properties, a special cash dividend
received on the Company’s investment in Fidelity National Financial, Inc. common
stock, gain on the exchange or disposal of assets, debt prepayment expenses,
costs associated with Hurricane Katrina, a change in accounting for certain
operating leases and integration expenses 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 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’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 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 August 2, 2006 is attached hereto as Exhibit 99(a)
and is furnished as a part of this filing.
On
August
2, 2006, the Company also released quarterly supplemental unaudited pro forma
financial information from current businesses of Alltel for the three and six
months ended June 30, 2006 and for the year ended December 31, 2005. The
supplemental unaudited pro forma financial information from current businesses
gives effect to the spin-off of the wireline telecommunications business of
Alltel to its stockholders that was completed on July 17, 2006, as if the
spin-off transaction occurred on January 1, 2005. The spin-off included the
majority of Alltel’s communications support services, including directory
publishing, information technology outsourcing services, retail long distance
and the wireline sales portion of communications products. As a result, Alltel’s
historical results of operations from current businesses have been adjusted
on a
pro forma basis to reflect the wireline business as a discontinued operation
for
all periods presented. The supplemental unaudited pro forma selected financial
information from current businesses also reflects the add back to Alltel's
continuing operations general corporate overhead expenses previously allocated
to the wireline business in accordance with Emerging Issues Task Force Issue
No.
87-24, “Allocation of Interest to Discontinued Operations”. In addition, the
supplemental unaudited pro forma selected financial information from current
businesses for the first three quarters of 2005 has been adjusted to include
the
operating results of Western Wireless Corporation as if the acquisition had
occurred on January 1, 2005. The quarterly supplemental unaudited pro forma
financial information from current businesses is attached hereto as Exhibit
99(b) and is furnished as a part of this filing.
Item
9.01 - Financial Statements and Exhibits.
Exhibit
99(a) Press
Release dated August 2, 2006 of Alltel
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Exhibit
99(b)
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Supplemental
Quarterly Pro Forma Financial Information from Current Business of
Alltel
for three and six months ended June 30, 2006 and for the year ended
December 31, 2005
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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:
August 2, 2006
EXHIBIT
INDEX
Exhibit
No. Description
Exhibit
99(a)
Press
Release dated August 2, 2006 of Alltel
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Exhibit
99(b)
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Supplemental
Quarterly Pro Forma Financial Information from Current Businesses
of
Alltel for three and six months ended June 30, 2006 and for the year
ended
December 31, 2005
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