Windstream 2011 Annual Report Download - page 59

AUDIT AND NON-AUDIT FEES
PricewaterhouseCoopers LLP (“PwC”) has been selected as Windstream’s independent auditors for 2012.
Aggregate fees for professional services rendered by PwC for the years ended December 31, 2011 and 2010
were:
In thousands 2011 2010
Audit (a) $2,902 $2,915
Audit-related (b) 103 200
Tax (c) 186 542
All other (d) 2 4
Total $3,193 $3,661
(a) Audit fees includes fees for the annual audit and quarterly reviews of the consolidated financial statements
as well as attestation reports required by statute or regulation, comfort letters and consents in respect to Securities
and Exchange Commission filings, and accounting and financial reporting consultations.
(b) Audit-related fees are comprised of assurance and related services that are traditionally performed by the
independent registered public accounting firm and are not reported under “Audit Fees”. The decrease in 2011
audit-related fees is primarily due to work performed in connection with the prior year acquisition of Q-Comm
Corporation. Excluded from the 2011 and 2010 amounts are $29,000 and $25,000, respectively, paid by the
Windstream Pension Plan Trust for the audit of the Windstream Pension Plan.
(c) Tax fees are principally comprised of fees for tax consulting services provided by PwC. The decrease in
2011 tax fees is primarily due to work performed in connection with the prior year acquisitions of NuVox, Inc.;
Iowa Telecom; Q-Comm Corporation; and Hosted Solutions, LLC.
(d) All other fees are comprised of fees which cannot be associated with the categories previously noted.
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,
and any request for approval for PwC to perform a permitted non-audit service must be accompanied by a
discussion of the reasons why PwC should be engaged to perform the services instead of an alternative provider.
None of the services described above were approved pursuant to the de minimis exception provided in Rule
2-01(c)(7)(i)(C) of Regulation S-X promulgated by the SEC.
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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