Windstream 2008 Annual Report Download - page 42

stockholder at a shared address to which a single copy of those documents has been delivered by mail upon the
written or oral request from that stockholder to Windstream at the foregoing address or by calling
[phone]. Any stockholder sharing a single copy of the proxy statement and Annual Report who wishes to
receive a separate distribution by mail of Windstream’s proxy statement and Annual Report in the future and
stockholders sharing an address and receiving by mail multiple copies of Windstream’s proxy statement and
Annual Report who wish to share a single copy of those documents in the future should also notify Windstream
at: Investor Relations, Windstream Corporation, 4001 Rodney Parham Road, Little Rock, Arkansas 72212.
AUDIT AND NON-AUDIT FEES
PricewaterhouseCoopers LLP (“PwC”) has been selected as Windstream’s independent auditors for 2009.
The following discussion presents fees for services rendered by PwC for 2008 and 2007.
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, 2008 and December 31, 2007, and the review of the financial statements included in
Windstream’s Forms 10-Q for each of such fiscal years were $2,676,919 and $3,461,157, 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, 2008 and 2007 were $-0-, and $732,000,
respectively, which amounts were incurred for the audit of the directory publishing business. The amounts for
2007 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 $105,524 for fees for tax consulting services by PwC for the fiscal year ended
December 31, 2008, and incurred $14,494 for tax services for the fiscal year ended December 31, 2007.
All Other Fees
Windstream incurred $0 and $4,260 fees during 2008 and 2007 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 herein regarding “Audit-Related Fees”, “Tax Fees” and “All Other Fees”
was compatible with maintaining such independence. All services to be performed for Windstream by PwC must
be pre-approved 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 provides that
Windstream may engage PwC for non-audit services (i) only if such services are not prohibited from being
performed by PwC under the Sarbanes-Oxley Act of 2002 or any other applicable law or regulation and (ii) if
such services are tax-related services, such services are one or more of 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. The pre-approval policy provides that the Audit Committee, or any individual
member of the Audit Committee who has been designated with authority to pre-approve audit or non-audit
services to be performed by PwC, must pre-approve the engagement of PwC to perform such non-audit services,
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