Windstream 2013 Annual Report Download - page 69

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PROPOSAL NO. 7
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANT
The Audit Committee has selected PricewaterhouseCoopers LLP (“PwC”) to audit Windstream’s consolidated
financial statements for the fiscal year ending December 31, 2014. Windstream is submitting to the stockholders
for ratification at the Annual Meeting the selection of PwC as Windstream’s independent registered public
accountant for 2014, although neither the Board of Directors nor its Audit Committee maintains a policy requiring
Windstream to seek stockholder ratification of the independent accountant selection. PwC served as Windstream’s
independent registered public accountant in connection with the audits of the 2012 and 2013 fiscal years. Information
regarding PwC’s fees for 2012 and 2013 is provided below. Representatives of PwC are expected to be present at
the Annual Meeting and will have an opportunity to make a statement, if they desire to do so, and to respond to
appropriate questions.
If the stockholders fail to ratify the appointment of PwC as Windstream’s independent registered public
accountant, the Board will reconsider the appointment. However, even if the selection is ratified, the Audit Committee,
in its sole discretion, may change the appointment at any time during the year if it determines that such a change
would be in the best interests of Windstream and its stockholders.
Audit and Non-Audit Fees. Aggregate fees for professional services rendered by PwC for the years ended
December 31, 2013 and 2012 were:
In thousands 2013 2012
Audit Fees (a) $3,523 3,201
Audit-Related Fees (b) 24 61
Tax Fees (c) 76 298
All Other Fees (d) 52 2
Total $3,675 3,562
(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. The increase in
2013 audit fees is due to comfort letters and consents in respect to Securities and Exchange Commission
filings and accounting consultations required to perform an audit in accordance with Generally Accepted
Auditing Standards.
(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.” Excluded from the
2013 and 2012 amounts are $33,150 and $31,000, respectively, paid by the Windstream Pension Plan Trust for
the audit of the Windstream Pension Plan. Also excluded from the 2013 amount is $23,750 paid directly by the
Windstream 401(k) Plan for the 2012 audit.
(c) Tax fees are principally comprised of fees for tax consulting services provided by PwC. The 2012 fees were
higher than 2013 primarily due to work performed in 2012 in connection with a study of acquisition costs and
net operating losses related to the PAETEC acquisition.
(d) All other fees are comprised of fees which cannot be associated with the categories previously noted. The
increase in 2013 “all other fees” is primarily due to an external quality assessment of Windstream’s internal
audit department.
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