2. On July 17, 2006, ALLTEL Corporation (quot;Alltelquot; or the quot;Companyquot;) completed the spin-off of its wireline telecommunications business to its stockholders and the
merger of that wireline business with Valor Communications Group, Inc. (quot;Valorquot;). 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. The new
wireline company formed in the merger of Alltel’s wireline operations and Valor is named Windstream Corporation (quot;Windstreamquot;). In accordance with Statement of
Financial Accounting Standards (quot;SFASquot;) No. 144 quot;Accounting for the Impairment or Disposal of Long-Lived Assetsquot;, the results of operations of the wireline
telecommunications business have been presented as discontinued operations for all periods presented in the accompanying supplemental financial data. Following
the spin-off, Alltel provides wireless voice and data communications services to more than 12 million customers in 35 states. Alltel manages its wireless business and
retained portion of communications support services as a single operating segment, and accordingly, Alltel’s continuing operations consist of a single reportable
business segment, wireless communications services. In accordance with SFAS No. 131 quot;Disclosures about Segments of an Enterprise and Related Informationquot;, all
prior period segment information included in the accompanying supplemental financial data has been reclassified to report only one operating segment.
As a condition of receiving approval for its acquisition of Midwest Wireless Holdings from the Department of Justice (quot;DOJquot;) and the Federal Communications
Commission (quot;FCCquot;), Alltel agreed to divest certain wireless operations in four rural markets in southern Minnesota. As a result, the four markets to be divested in
Minnesota have been classified as discontinued operations in the accompanying supplemental financial data. On April 3, 2007, Alltel completed the sale of these
properties.
On August 1, 2005, Alltel completed its merger with Western Wireless Corporation (quot;Western Wirelessquot;). As a condition of receiving approval for the merger from
the DOJ and the FCC, Alltel agreed to divest certain wireless operations of Western Wireless in 16 markets in Arkansas, Kansas and Nebraska. As a result, the
acquired international operations of Western Wireless and the 16 markets to be divested in Arkansas, Kansas and Nebraska have been classified as discontinued
operations in the accompanying supplemental financial data.
The supplemental financial data contains disclosure of non-GAAP financial measures. A reconciliation of each of the non-GAAP financial measures to its most
directly comparable financial measure calculated and presented in accordance with GAAP is posted on the Investor Relations page of the Company's web site under
quot;Quarterly Reports and Financial Statisticsquot;.
Alltel claims the protection of the safe-harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking
statements are subject to uncertainties that could cause actual future events and results to differ materially from those expressed in the forward-looking statements.
These forward-looking statements are based on estimates, projections, beliefs, and assumptions and are not guarantees of future events and results. Actual future
events and results may differ materially from those expressed in these forward-looking statements as a result of a number of important factors. Representative
examples of these factors include (without limitation) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger
agreement with TPG and GS Capital; the inability to complete the merger due to the failure to obtain stockholder approval for the merger or the failure to satisfy other
conditions to completion of the merger, including the receipt of all regulatory approvals related to the merger; risks that the proposed transaction disrupts current plans
and operations; adverse changes in economic conditions in the markets served by Alltel; the extent, timing, and overall effects of competition in the communications
business; material changes in the communications industry generally that could adversely affect vendor relationships with equipment and network suppliers and
customer relationships with wholesale customers; changes in communications technology; the risks associated with the integration of acquired businesses; adverse
changes in the terms and conditions of the wireless roaming agreements of Alltel; the potential for adverse changes in the ratings given to Alltel's debt securities by
nationally accredited ratings organizations; the uncertainties related to Alltel’s strategic investments; the effects of litigation; and the effects of federal and state
legislation, rules, and regulations governing the communications industry. In addition to these factors, actual future performance, outcomes, and results may differ
materially because of more general factors including (without limitation) general industry and market conditions and growth rates, economic conditions, and
governmental and public policy changes.
3. ALLTEL Corporation
Consolidated Highlights and Earnings Per Share From Current Businesses (Non-GAAP)
for quarterly periods in the years 2007 and 2006
2007 2006
Total 2nd Qtr. 1st Qtr. Total 4th Qtr. 3rd Qtr. 2nd Qtr. 1st Qtr.
(In thousands, except per share amounts)
Consolidated Highlights:
Service revenues $ 3,851,736 $ 1,971,616 $ 1,880,120 $ 7,029,822 $ 1,851,103 $ 1,795,443 $ 1,734,128 $ 1,649,148
Total revenues and sales $ 4,253,636 $ 2,175,088 $ 2,078,548 $ 7,884,017 $ 2,088,233 $ 2,007,319 $ 1,945,232 $ 1,843,233
Operating income $ 866,258 $ 459,740 $ 406,518 $ 1,548,824 $ 411,197 $ 400,819 $ 388,572 $ 348,236
Service revenue operating margin 22.5% 23.3% 21.6% 22.0% 22.2% 22.3% 22.4% 21.1%
Operating margin 20.4% 21.1% 19.6% 19.6% 19.7% 20.0% 20.0% 18.9%
Net income $ 486,521 $ 261,084 $ 225,437 $ 841,911 $ 234,945 $ 230,200 $ 208,193 $ 168,573
Earnings per share:
Basic $1.39 $.76 $.63 $2.20 $.63 $.60 $.54 $.44
Diluted $1.38 $.75 $.63 $2.19 $.63 $.60 $.53 $.43
Calculation of Basic Earnings Per Share:
Net income applicable to common shares $ 486,482 $ 261,065 $ 225,417 $ 841,827 $ 234,924 $ 230,179 $ 208,172 $ 168,552
350,910 344,641 357,180 382,729 370,735 384,637 388,752 386,782
Weighted average shares outstanding
Basic Earnings Per Share $1.39 $.76 $.63 $2.20 $.63 $.60 $.54 $.44
Calculation of Diluted Earnings Per Share:
Net income applicable to common shares $ 486,482 $ 261,065 $ 225,417 $ 841,827 $ 234,924 $ 230,179 $ 208,172 $ 168,552
Adjust net income for preferred dividends 39 19 20 84 21 21 21 21
Adjust net income for interest on
convertible debentures, net of tax 28 14 14 428 107 107 108 106
Net income applicable to common shares,
assuming conversion of above securities $ 486,549 $ 261,098 $ 225,451 $ 842,339 $ 235,052 $ 230,307 $ 208,301 $ 168,679
Weighted average shares outstanding 350,910 344,641 357,180 382,729 370,735 384,637 388,752 386,782
Increase in shares resulting from assumed:
Conversion of preferred shares 243 248 240 213 210 212 214 217
Conversion of convertible debentures 85 85 85 692 562 610 519 1,046
Vesting of restricted stock awards 227 252 198 134 177 135 107 158
Exercise of stock options 2,325 2,501 2,112 1,258 1,551 1,177 871 1,473
Weighted average fully diluted shares 353,790 347,727 359,815 385,026 373,235 386,771 390,463 389,676
Diluted Earnings Per Share $1.38 $.75 $.63 $2.19 $.63 $.60 $.53 $.43
Current businesses excludes the effects of discontinued operations, amortization expense related to acquired, finite-lived intangible assets, gain (loss) on the exchange or disposal of assets,
debt prepayment expenses, costs associated with Hurricane Katrina, reversal of certain income tax contingency reserves and integration expenses and other charges.
Service revenue operating margin is calculated by dividing operating income by service revenues.
Operating margin is calculated by dividing operating income by total revenues and sales.
4. ALLTEL Corporation
Consolidated Quarterly Statements of Income Under GAAP (UNAUDITED)
for quarterly periods in the years 2007 and 2006
2007 2006
Total 2nd Qtr. 1st Qtr. Total 4th Qtr. 3rd Qtr. 2nd Qtr. 1st Qtr.
(In thousands, except per share amounts)
Revenues and Sales:
Service revenues $ 3,851,736 $ 1,971,616 $ 1,880,120 $ 7,029,822 $ 1,851,103 $ 1,795,443 $ 1,734,128 $ 1,649,148
Product sales 401,900 203,472 198,428 854,195 237,130 211,876 211,104 194,085
Total revenues and sales 4,253,636 2,175,088 2,078,548 7,884,017 2,088,233 2,007,319 1,945,232 1,843,233
Costs and Expenses:
Cost of services 1,251,207 640,212 610,995 2,340,491 613,628 610,102 573,977 542,784
Cost of products sold 576,147 288,638 287,509 1,176,867 327,065 293,754 283,351 272,697
Selling, general, administrative and other 949,340 479,442 469,898 1,755,379 456,849 438,325 434,509 425,696
Depreciation and amortization 701,776 352,271 349,505 1,239,965 323,953 307,136 309,564 299,312
Integration expenses and other charges 42,341 35,991 6,350 13,743 2,953 - - 10,790
Total costs and expenses 3,520,811 1,796,554 1,724,257 6,526,445 1,724,448 1,649,317 1,601,401 1,551,279
Operating Income 732,825 378,534 354,291 1,357,572 363,785 358,002 343,831 291,954
Equity earnings in unconsolidated partnerships 31,385 16,406 14,979 60,120 14,508 17,281 15,399 12,932
Minority interest in consolidated partnerships (18,583) (8,889) (9,694) (46,632) (9,526) (11,729) (11,482) (13,895)
Other income, net 13,263 5,591 7,672 83,963 14,848 37,308 21,016 10,791
Interest expense (94,132) (47,437) (46,695) (282,467) (47,491) (63,822) (86,438) (84,716)
Gain (loss) on exchange or disposal of assets and other 56,548 - 56,548 126,138 - (50,501) 176,639 -
Income from continuing operations before income taxes 721,306 344,205 377,101 1,298,694 336,124 286,539 458,965 217,066
Income taxes 292,444 145,626 146,818 475,000 100,314 121,268 170,536 82,882
Income from continuing operations 428,862 198,579 230,283 823,694 235,810 165,271 288,429 134,184
Income (loss) from discontinued operations (3,028) (2,883) (145) 305,696 (19,935) 21,934 140,474 163,223
Net income 425,834 195,696 230,138 1,129,390 215,875 187,205 428,903 297,407
Preferred dividends 39 19 20 84 21 21 21 21
Net income applicable to common shares $ 425,795 $ 195,677 $ 230,118 $ 1,129,306 $ 215,854 $ 187,184 $ 428,882 $ 297,386
Earnings Per Share:
Basic:
Income from continuing operations $1.22 $.58 $.64 $2.15 $.63 $.43 $ .74 $.35
Income (loss) from discontinued operations (.01) (.01) - .80 (.05) .06 .36 .42
Net income $1.21 $.57 $.64 $2.95 $.58 $.49 $1.10 $.77
Diluted:
Income from continuing operations $1.21 $.57 $.64 $2.14 $.63 $.43 $ .74 $.35
Income (loss) from discontinued operations (.01) (.01) - .79 (.05) .05 .36 .42
Net income $1.20 $.56 $.64 $2.93 $.58 $.48 $1.10 $.77
Service Revenue Operating Margin 19.0% 19.2% 18.8% 19.3% 19.7% 19.9% 19.8% 17.7%
Operating Margin 17.2% 17.4% 17.0% 17.2% 17.4% 17.8% 17.7% 15.8%
Service revenue operating margin is calculated by dividing operating income by service revenues.
Operating margin is calculated by dividing operating income by total revenues and sales.
5. ALLTEL Corporation
Earnings Per Share Under GAAP (UNAUDITED)
for the quarterly periods in the years 2007 and 2006
2007 2006
(In thousands, except per share amounts) Total 2nd Qtr. 1st Qtr. Total 4th Qtr. 3rd Qtr. 2nd Qtr. 1st Qtr.
Basic Earnings Per Share:
Income from continuing operations $ 428,862 $ 198,579 $ 230,283 $ 823,694 $ 235,810 $ 165,271 $ 288,429 $ 134,184
Income (loss) from discontinued operations (3,028) (2,883) (145) 305,696 (19,935) 21,934 140,474 163,223
Less preferred dividends (39) (19) (20) (84) (21) (21) (21) (21)
Net income applicable to common shares $ 425,795 $ 195,677 $ 230,118 $ 1,129,306 $ 215,854 $ 187,184 $ 428,882 $ 297,386
Weighted average shares outstanding 350,910 344,641 357,180 382,729 370,735 384,637 388,752 386,782
From continuing operations $1.22 $.58 $.64 $2.15 $.63 $.43 $ .74 $.35
From discontinued operations (.01) (.01) - .80 (.05) .06 .36 .42
Net income $1.21 $.57 $.64 $2.95 $.58 $.49 $1.10 $.77
Diluted Earnings Per Share:
Net income applicable to common shares $ 425,795 $ 195,677 $ 230,118 $ 1,129,306 $ 215,854 $ 187,184 $ 428,882 $ 297,386
Adjust net income for preferred dividends 39 19 20 84 21 21 21 21
Adjust net income for interest on
convertible debentures, net of tax 28 14 14 428 107 107 108 106
Net income applicable to common shares,
assuming conversion of above securities $ 425,862 $ 195,710 $ 230,152 $ 1,129,818 $ 215,982 $ 187,312 $ 429,011 $ 297,513
Weighted average shares outstanding 350,910 344,641 357,180 382,729 370,735 384,637 388,752 386,782
Increase in shares resulting from assumed:
Conversion of preferred shares 243 248 240 213 210 212 214 217
Conversion of convertible debentures 85 85 85 692 562 610 519 1,046
Vesting of restricted stock awards 227 252 198 134 177 135 107 158
Exercise of stock options 2,325 2,501 2,112 1,258 1,551 1,177 871 1,473
Weighted average fully diluted shares 353,790 347,727 359,815 385,026 373,235 386,771 390,463 389,676
From continuing operations $1.21 $.57 $.64 $2.14 $.63 $.43 $ .74 $.35
From discontinued operations (.01) (.01) - .79 (.05) .05 .36 .42
Net income $1.20 $.56 $.64 $2.93 $.58 $.48 $1.10 $.77
6. ALLTEL CORPORATION
SUPPLEMENTAL OPERATING INFORMATION
for the quarterly periods in the years 2007 and 2006
(Dollars in thousands, except per customer amounts)
2007 2006
Total 2nd Qtr. 1st Qtr. Total 4th Qtr. 3rd Qtr. 2nd Qtr. 1st Qtr.
Controlled POPs 79,575,793 79,575,793 79,575,793 78,838,118 78,838,118 76,974,746 78,000,811 77,292,038
Customers 12,242,066 12,242,066 12,060,572 11,823,938 11,823,938 11,162,300 11,085,145 10,827,065
Penetration rate 15.4% 15.4% 15.2% 15.0% 15.0% 14.5% 14.2% 14.0%
12,041,655 12,147,380
Average customers 11,940,660 11,120,780 11,676,380 11,133,165 10,951,268 10,731,389
Gross customer additions:
Internal 1,657,434 789,961 867,473 3,303,907 898,560 829,304 770,589 805,454
Acquired, net of divested - - - 521,530 433,339 (23,904) 112,095 -
Total 1,657,434 789,961 867,473 3,825,437 1,331,899 805,400 882,684 805,454
Net customer additions:
Internal 418,128 181,494 236,634 640,084 228,299 101,059 145,985 164,741
Acquired, net of divested - - - 521,530 433,339 (23,904) 112,095 -
Total 418,128 181,494 236,634 1,161,614 661,638 77,155 258,080 164,741
Cash costs from current businesses:
Cost of services $ 1,251,207 $ 640,212 $ 610,995 $ 2,342,726 $ 613,628 $ 610,102 $ 576,212 $ 542,784
Cost of products sold 576,147 288,638 287,509 1,176,867 327,065 293,754 283,351 272,697
Selling, general, administrative and other 949,340 479,442 469,898 1,751,753 456,849 434,699 434,509 425,696
Less product sales 401,900 203,472 198,428 854,195 237,130 211,876 211,104 194,085
Total $ 2,374,794 $ 1,204,820 $ 1,169,974 $ 4,417,151 $ 1,160,412 $ 1,126,679 $ 1,082,968 $ 1,047,092
Cash costs under GAAP $ 2,374,794 $ 1,204,820 $ 1,169,974 $ 4,418,542 $ 1,160,412 $ 1,130,305 $ 1,080,733 $ 1,047,092
Cash costs per unit per month (A)
$32.87 $33.06 $32.66 $33.10 $33.13 $33.73 $32.96 $32.52
From current businesses
$32.87 $33.06 $32.66 $33.11 $33.13 $33.84 $32.90 $32.52
Under GAAP
Revenues:
Service revenues $ 3,851,736 $ 1,971,616 $ 1,880,120 $ 7,029,822 $ 1,851,103 $ 1,795,443 $ 1,734,128 $ 1,649,148
Less wholesale roaming revenues 324,308 170,121 154,187 654,297 168,245 171,459 163,590 151,003
Less wholesale transport revenues 89,284 42,850 46,434 100,306 49,867 32,245 7,844 10,350
Retail revenues $ 3,438,144 $ 1,758,645 $ 1,679,499 $ 6,275,219 $ 1,632,991 $ 1,591,739 $ 1,562,694 $ 1,487,795
$53.31 $54.10 $52.49 $52.68 $52.84 $53.76 $52.78 $51.23
Average revenue per customer per month (B)
$47.59 $48.26 $46.88 $47.02 $46.62 $47.66 $47.57 $46.21
Retail revenue per customer per month (C)
Retail minutes of use per customer per month (D) 688 724 651 634 650 645 638 610
Postpay churn 1.24% 1.16% 1.33% 1.57% 1.47% 1.67% 1.47% 1.66%
Total churn 1.72% 1.67% 1.77% 2.00% 1.92% 2.18% 1.91% 2.00%
$495,048 $325,400 $169,648 $1,197,137 $454,563 $284,357 $299,830 $158,387
Capital expenditures (E)
(A) Cash costs per unit per month is calculated by dividing the sum of the reported cost of services, cost of products sold, selling, general, administrative and other expenses less product sales
as reported in the Consolidated Statements of Income by the number of average customers for the period.
(B) Average revenue per customer per month is calculated by dividing service revenues by average customers for the period.
(C) Retail revenue per customer per month is calculated by dividing retail revenues (service revenues less wholesale revenues) by average customers for the period.
(D) Retail minutes of use per customer per month represents the average monthly minutes that Alltel's customers use on both the Company's network and while roaming on other carriers' networks.
(E) Includes capitalized software development costs.
