Windstream 2006 Annual Report Download - page 91

Windstream Corporation
Form 10-K, Part II
Item 9A. Controls and Procedures
(a) Evaluation of disclosure controls and procedures.
The term “disclosure controls and procedures” (defined in Exchange Act Rule 13a-15(e)) refers to the controls
and other procedures of a company that are designed to ensure that information required to be disclosed by a
company in the reports that it files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is
recorded, processed, summarized and reported within required time periods. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that information required to be disclosed
by the company in the reports that it files or submits under the Exchange Act is accumulated and communicated to
the company’s management, including the company’s principal executive and financial officers, as appropriate to
allow timely decisions regarding required disclosure. Windstream’s management, with the participation of the
Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Company’s
disclosure controls and procedures as of the end of the period covered by this annual report (the “Evaluation
Date”). Based on that evaluation, Windstream’s Chief Executive Officer and Chief Financial Officer have
concluded that, as of the Evaluation Date, such disclosure controls and procedures were effective.
(b) Changes in internal control over financial reporting.
The term “internal control over financial reporting” (defined in Exchange Act Rule 13a-15(f)) refers to the process
of a company that is designed to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. Immediately following the creation of Windstream Corporation from the merger of Valor
Communications Group, Inc. and Alltel Holding Corp., which was effective on July 17, 2006, Valor’s internal
control over financial reporting was replaced by a new internal control structure. Alltel Holding Corp. installed a
new management team at Windstream, which included Alltel Holding Corp.’s Chief Executive Officer, Chief
Financial Officer, Controller, and several other key members of management with responsibility over the internal
control over financial reporting. This assumption of control by Alltel Holding Corp. resulted in the
implementation of new policies, controls and procedures over financial reporting at Windstream, replacing most
accounting and reporting functions at Valor, including, but not limited to: information technology, treasury,
payroll and benefits administration, order provisioning, legal, customer billing, credit and collections, payment
processing, inventory, tax and external reporting. Although these changes have been significant, management does
not believe that these changes have negatively affected Windstream’s internal control over financial reporting.
Due to the significant changes to Windstream’s internal control over financial reporting during 2006, we did not
perform an assessment of our internal control over financial reporting as of December 31, 2006, and thus we are
not filing a report on management’s assessment of internal control over financial reporting as of December 31,
2006.
Item 9B. Other Information
No reportable information under this item.
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