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Written
communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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On
April 27, 2007, Alltel Corporation (“Alltel”
or the “Company”) issued a Press Release announcing the Company’s first
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.
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Operating
income from current businesses
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Income
taxes from current businesses
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Net
income from current businesses
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Basic
and diluted earnings per share from current businesses
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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 acquired, finite-lived intangible
assets,
gain on disposal of assets and integration expenses and other
charges.
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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.
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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.
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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 April 27, 2007 is attached hereto as Exhibit 99(a)
and is
furnished as a part of this filing.
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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.
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