Windstream 2006 Annual Report Download - page 52

and for each of the three years in the period ended December 31, 2005 were audited by PwC, an independent
registered public accounting firm. Effective August 14, 2006 following the completion of the filing of the
Quarterly Report on Form 10-Q of Windstream (formerly Valor) for the quarterly period ending June 30, 2006,
Windstream dismissed Deloitte as its independent registered public accounting firm.
The report of Deloitte on the financial statements of Valor as of and for the fiscal years ended
December 31, 2004 and December 31, 2005 contained no adverse opinion or disclaimer of opinion, nor was the
report qualified or modified as to uncertainty, audit scope or accounting principles, except that the report did
discuss Valor’s change in method of accounting for conditional asset retirement obligations. In connection with
its audits for the fiscal years ended December 31, 2004 and December 31, 2005 and through the subsequent
interim period ended on August 14, 2006, there were no disagreements with Deloitte on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if
they had occurred and not been resolved to the satisfaction of Deloitte, would have caused Deloitte to make
reference to such disagreements in their report on the financial statements for such year; and there were no
“reportable events” as described in Item 304(a)(1)(v) of Regulation S-K.
Windstream has provided Deloitte with a copy of the foregoing disclosures. Deloitte has furnished
Windstream with a letter addressed to the SEC stating its agreement with the disclosures above, which letter is
included in Windstream’s filings with the SEC.
Effective August 14, 2006 following the completion of the filing of the Quarterly Report on Form 10-Q
of Windstream (formerly Valor) for the quarterly period ending June 30, 2006, Windstream engaged PwC as its
new independent registered public accounting firm. During the fiscal years ended December 31, 2004 and
December 31, 2005 and through the subsequent interim period ended on August 14, 2006, Windstream did not
consult with PwC regarding either (i) the application of accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that might be rendered on Windstream’s consolidated
financial statements, and neither a written report was provided to Windstream or oral advice was provided that
PwC concluded was an important factor considered by Windstream in reaching a decision as to the accounting,
auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term
is defined in Item 304(a)(1)(iv) of Regulation S-K and that related instructions to Item 304 of Regulation S-K, or
a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
The Audit Committee of the Board of Directors of Windstream approved the dismissal of Deloitte and the
engagement of PwC.
OTHER MATTERS
The management and the Board of Directors of Windstream do not know of any other matters that may
come before the meeting. If any other matters properly come before the meeting, however, it is the intention of
the persons named in the accompanying form of proxy to vote the proxy in accordance with their judgment on
those matters.
Under Windstream’s Bylaws, nominations for director may be made only by the Board or by a
Windstream stockholder who has have delivered timely notice of such stockholder’s intent to make such
nomination in writing to the Secretary of Windstream. To be timely, a stockholder’s notice shall be delivered to
or mailed and received at the principal executive offices of Windstream (i) in the case of an annual meeting, not
less than 90 nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting;
provided, however, that in the event that the date of the annual meeting is changed by more than 30 days from
such anniversary date, notice by the stockholder must be received not later than the close of business on the 10th
day following the day on which notice of the date of the meeting was mailed or public disclosure of the meeting
was made, whichever occurs first, and (ii) in the case of a special meeting at which directors are to be elected, not
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