Windstream 2007 Annual Report Download - page 39

AUDIT AND NON-AUDIT FEES
PricewaterhouseCoopers LLP (“PwC”) has been selected as Windstream’s independent auditors for 2008.
The following discussion presents fees for services rendered by PwC for 2007 and 2006.
Audit Fees
The aggregate fees incurred for professional services rendered for the audit of Windstream’s annual
consolidated financial statements and the effectiveness of internal control over financial reporting for the fiscal
years ended December 31, 2007 and for the audit of Windstream’s annual consolidated financial statements for
the fiscal year ended December 31, 2006, and the review of the financial statements included in Windstream’s
Forms 10-Q for each of such fiscal years were $3,461,157 and $3,900,777, respectively.
Audit-Related Fees
The aggregate fees incurred for assurance and related services by PwC that were reasonably related to the
performance of the audit or review of Windstream’s consolidated financial statements and are not reported above
under the caption “Audit Fees” for the fiscal years ended December 31, 2007 and 2006 were $732,000, and
$861,900, respectively, which amounts were incurred for the following categories of services:
2007 2006
Audit of directory publishing business ............................... $732,000 $792,000
Review of post-merger supplemental financial information ............... $ -0- $ 69,900
Totals ......................................................... $732,000 $861,900
The amounts exclude $422,700 of fees related to the carve-out audit of the directory publishing business
paid by Windstream but reimbursed by the buyer in 2007.
Tax Fees
Windstream incurred $14,494 for fees for tax consulting services by PwC for the fiscal year ended
December 31, 2007, and incurred no fees for tax services for the fiscal year ended December 31, 2006.
All Other Fees
Windstream incurred $4,260 and $0 fees during 2007 and 2006 for subscriptions to PwC’s online
accounting research system.
In making its determination regarding the independence of PwC, the Audit Committee considered
whether the provision of the services covered in the section herein regarding “Audit-Related Fees” was
compatible with maintaining such independence. All services to be performed for Windstream by PwC must be
preapproved by the Audit Committee or a designated member of the Audit Committee pursuant to the
Committee’s Pre-Approval Policies and Procedures. The Audit Committee’s pre-approval policy prohibits
Windstream from engaging PwC for any non-audit services other than the following tax-related services: tax
return preparation and review; advice on income tax, tax accounting, sales/use tax, excise tax and other
miscellaneous tax matters; tax advice and implementation assistance on restructurings, mergers and acquisition
matters and other tax strategies.
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.
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