News Details

Windstream Reports Fourth-Quarter Earnings Results

February 18, 2010

-- Generated $379 million in net cash from operations -- Produced $288 million in free cash flow -- a 14 percent increase year-over-year -- and $823 million in free cash flow for 2009 -- an 8 percent increase from a year ago -- Reduced dividend payout ratio of free cash flow to 53 percent for the year -- the lowest rate since company's formation -- Added more than 27,000 new high-speed Internet customers and about 10,000 new digital TV customers -- Delivered second consecutive quarter of decelerating access line loss with 4.8 percent decline year-over-year

LITTLE ROCK, Ark., Feb. 18, 2010 (GLOBE NEWSWIRE) -- Windstream Corporation (Nasdaq:WIN) today reported fourth-quarter and full-year results highlighted by strong free cash flow growth and the lowest dividend payout ratio of free cash flow since the company was formed in 2006.

Free cash flow, defined as net cash provided from operations minus capital expenditures, was $288 million for the quarter and $823 million for the year, an increase of almost $60 million year-over-year, largely due to expense management initiatives and lower cash taxes. Windstream returned approximately $560 million, or 68 percent of its free cash flow, to shareholders in the form of dividends and share repurchases in 2009. The company's dividend payout ratio of free cash flow was 53 percent for the year, the lowest rate in the company's history.

"I am very pleased with our performance for the quarter and all of 2009," said Jeff Gardner, Windstream president and CEO. "We significantly improved the company's strategic and competitive positions through very targeted acquisitions that will help us sustain revenue and cash flow over time. We also reduced our credit market risk by raising the capital needed to fund our announced acquisitions and extending the vast majority of our bank debt maturities.

"In spite of a tough economy, we improved key operating metrics, increased margins and met our financial guidance for the year in two very important areas. We also further lowered our dividend payout ratio of free cash flow to enhance the sustainability of our dividend, which is so important to the total return to our stockholders," Gardner said.

Windstream's fourth-quarter results under Generally Accepted Accounting Principles (GAAP) include the following items, which lowered earnings per share by roughly 8 cents:

  --  $15 million in after-tax non-cash pension expense;
  --  $12 million in after-tax merger and integration costs;
  --  $5 million in after-tax non-cash amortization expense of franchise
      rights; and
  --  $1 million in after-tax restructuring charges.

Fourth-quarter financial results:

Under GAAP:

  --  Revenues were $754 million, a 3 percent decrease from a year ago.

  --  Operating income was $235 million, a decrease of 15 percent
      year-over-year.

  --  Net income was $76 million, a 7 percent decrease from a year ago, or 17
      cents of diluted earnings per share.

  --  Net cash provided from operations was $379 million, an 8 percent
      increase year-over-year.

  --  Average service revenue per customer per month was $83.21, a 3 percent
      increase from a year ago.

  --  Capital expenditures were $91 million, a 7 percent decrease
      year-over-year.

Operating income before depreciation and amortization, excluding merger and integration costs and restructuring charges and including results from D&E and Lexcom from the dates that they were acquired in the quarter, was $395 million.

Under pro forma results from current businesses, which include D&E and Lexcom results for the entire fourth quarter:

  --  Revenues were $778 million, a 4 percent decrease from a year ago.

  --  Operating income before depreciation and amortization (OIBDA) was $404
      million, a 4 percent decrease year-over-year.

  --  Adjusted OIBDA, which removes the impact of restructuring charges,
      pension and restricted stock expense, was $433 million, essentially the
      same as a year ago.

  --  Operating income was $260 million, a 10 percent decrease from a year
      ago.

  --  Average service revenue per customer per month was $82.31, a 2 percent
      increase from a year ago.

  --  Capital expenditures were $93 million, an 11 percent decrease
      year-over-year.

Full-year 2009 financial results:

Under GAAP:

  --  Revenues were $2.997 billion, a 6 percent decrease from a year ago.

  --  Operating income was $957 million, a 15 percent decrease
      year-over-year.

  --  Net income was $335 million, a 19 percent decrease from a year ago, or
      76 cents of diluted earnings per share.

  --  Net cash provided from operations was $1.12 billion, a 4 percent
      increase year-over-year.

  --  Average service revenue per customer per month was $81.27, a 1 percent
      increase from a year ago.

  --  Capital expenditures were $298 million, a 6 percent decrease from a year
      ago.


Under pro forma results from current businesses, which include D&E and Lexcom results for the entire year:

  --  Revenues were $3.121 billion, a 5 percent decrease from a year ago.

  --  OIBDA was $1.591 billion, an 8 percent decrease year-over-year.

  --  Adjusted OIBDA was $1.711 billion, a 2 percent decrease from a year
      ago.

  --  Operating income was $1.016 billion, a 14 percent decrease from a year
      ago.

  --  Average service revenue per customer per month was $81.46, a 1 percent
      increase year-over-year.

  --  Capital expenditures were $318 million, an 8 percent decrease from a
      year ago.

Windstream ended the year with $1.1 billion in cash and cash equivalents.

Fourth-quarter pro forma operating results:

Windstream added more than 27,000 new high-speed Internet customers during the fourth quarter, bringing its total customer base to approximately 1,132,000 -- an increase of 10 percent year-over-year. Overall broadband penetration is now 37 percent of total access lines and 55 percent of primary residential lines.

Windstream added approximately 10,000 digital TV customers in the quarter, bringing its total customer base to approximately 369,000, or 20 percent penetration of primary residential lines.

Total access lines declined by approximately 35,000, or 4.8 percent year-over-year -- the lowest percentage change in the last five quarters. Total lines at the end of the year were 3.03 million.

Share repurchase plan:

Windstream repurchased 7.8 million shares for $78 million in the fourth quarter as previously reported under a $400 million share repurchase plan authorized by the board of directors in February 2008. Windstream repurchased a total of 29 million shares for $322 million under the share repurchase authorization, which expired at the end of 2009. With dividends and share repurchases, Windstream returned almost $560 million, or 68 percent of free cash flow, to shareholders in 2009.

Financial outlook for 2010

Windstream issued the following pro forma financial guidance for 2010, which includes a full year for NuVox:

  2009 Pro Forma Results(a)                                2010 Guidance Range         % Change
  Revenue                      $3.686 billion        $3.540 billion - $3.685 billion   (4%) - 0%
  OIBDA (b)                    $1.705 billion        $1.693 billion - $1.768 billion   (1%) - 4%
  Adjusted OIBDA (c)   $1.826 billion                $1.770 billion - $1.845 billion   (3%) - 1%
  Capex                            $386 million          $360 million - $390 million

  (a) Includes results for NuVox for full year
  (b) Guidance range includes expected non-cash pension expense and restricted stock expense
  (c) Guidance range excludes expected non-cash pension expense and restricted stock expense

Windstream expects to incur roughly $63 million in non-cash pension expense and about $14 million in restricted stock expense that will not affect free cash flow in 2010. Based on preliminary estimates, the company does not expect to be required to make any cash contribution to the pension plan in 2010.

The guidance assumes net cash interest of approximately $495 million and cash taxes of $195 million to $225 million for 2010.

The company expects to generate $690 million to $765 million in free cash flow in 2010, resulting in a dividend payout ratio between 59 percent and 65 percent.

"I think we are positioned well for a successful 2010 given our four recent acquisitions and related synergy benefits and the progress we are making transforming the company to pursue growth opportunities in broadband and the business customer segment," Gardner said.

Conference call

Windstream will hold a conference call at 7:30 a.m. CST today to review the company's fourth-quarter earnings results.

To access the call:

Interested parties can access the call by dialing 1-866-900-4729, conference ID 50897183, ten minutes prior to the start time.

To access the call replay:

A replay of the call will be available beginning at 9:30 a.m. CST today and ending at midnight CDT on March 18. The replay can be accessed by dialing 1-800-642-1687, conference ID 50897183.

Webcast information:

The conference call also will be streamed live over the company's Web site at www.windstream.com/investors. Financial, statistical and other information related to the call will be posted on the site. A replay of the webcast will be available on the Web site beginning at 10:30 a.m. CST today.

About Windstream

Windstream Corporation is an S&P 500 company with about $3.7 billion in annual revenues. Windstream provides phone, high-speed Internet and high-definition digital TV services to customers in 21 states. The company also offers a wide range of IP-based voice and data services and advanced phone systems and equipment to businesses and government agencies. For more information about Windstream, visit www.windstream.com.

The Windstream Corporation logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=7044

Pro forma results from current businesses adjusts results of operations under GAAP to include the acquisitions of D&E Communications, Inc. and Lexcom, Inc. and to exclude the results of the disposed out-of-territory product distribution operations, all merger and integration costs related to strategic transactions and the impairment charge recognized on assets held for sale. A reconciliation of pro forma results from current businesses to the comparable GAAP measures is available on the company's Web site at www.windstream.com/investors.

Windstream claims the protection of the safe-harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to uncertainties that could cause actual future events and results to differ materially from those expressed in the forward-looking statements. Forward-looking statements include, but are not limited to, our financial outlook for 2010; our expectation of no pension contribution in 2010, expected synergies and other benefits from completed and pending acquisitions, expected amount of cash taxes and net cash interest and forecasted capital expenditure amounts. These and other forward-looking statements are based on estimates, projections, beliefs, and assumptions that Windstream believes are reasonable but are not guarantees of future events and results. Actual future events and results of Windstream may differ materially from those expressed in these forward-looking statements as a result of a number of important factors.

Factors that could cause actual results to differ materially from those contemplated in our forward-looking statements include, among others:

  --  further adverse changes in economic conditions in the markets served by
      Windstream;
  --  the extent, timing and overall effects of competition in the
      communications business;
  --  continued access line loss;
  --  the impact of new, emerging or competing technologies;
  --  the adoption of inter-carrier compensation and/or universal service
      reform proposals by the Federal Communications Commission or Congress
      that results in a significant loss of revenue to Windstream;
  --  the risks associated with the integration of acquired businesses or the
      ability to realize anticipated synergies, cost savings and growth
      opportunities;
  --  unexpected adverse results related to our data center migration;
  --  for our competitive local exchange carrier ("CLEC") operations, adverse
      effects on the availability, quality of service and price of facilities
      and services provided by other incumbent local exchange carriers on
      which our CLEC services depend;
  --  the availability and cost of financing in the corporate debt markets;
  --  the potential for adverse changes in the ratings given to Windstream's
      debt securities by nationally accredited ratings organizations;
  --  the effects of federal and state legislation, and rules and regulations
      governing the communications industry;
  --  material changes in the communications industry that could adversely
      affect vendor relationships with equipment and network suppliers and
      customer relationships with wholesale customers;
  --  unexpected results of litigation;
  --  unexpected rulings by state public service commissions in proceedings
      regarding universal service funds, inter-carrier compensation or other
      matters that could reduce revenues or increase expenses;
  --  the effects of work stoppages;
  --  the impact of equipment failure, natural disasters or terrorist acts;
  --  earnings on pension plan investments significantly below our expected
      long term rate of return for plan assets; and
  --  those additional factors under the caption "Risk Factors" in
      Windstream's Form 10-K for the year ended Dec. 31, 2008, and in
      subsequent filings with the Securities and Exchange Commission.

In addition to these factors, actual future performance, outcomes and results may differ materially because of more general factors including, among others, general industry and market conditions and growth rates, economic conditions, and governmental and public policy changes.

Windstream undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The foregoing review of factors that could cause Windstream's actual results to differ materially from those contemplated in the forward-looking statements should be considered in connection with information regarding risks and uncertainties that may affect Windstream's future results included in filings by Windstream with the Securities and Exchange Commission at www.sec.gov.

  WINDSTREAM CORPORATION
  UNAUDITED CONSOLIDATED STATEMENTS OF
   INCOME-Page 1
  (In millions, except per
   share amounts)


                                     THREE MONTHS ENDED
                               ------------------------------
                                            (G)     Increase
                               December  December
                                  31,       31,    (Decrease)

                                 2009      2008      Amount      %
                               --------  --------  ----------  -----
  UNDER GAAP:
  Revenues and sales:
   Service revenues             $ 732.6   $ 734.2     $ (1.6)     --

   Product sales                   21.8      43.3      (21.5)
                               --------  --------  ----------   (50)

    Total revenues and sales      754.4     777.5      (23.1)
                               --------  --------  ----------    (3)
  Costs and expenses:
   Cost of services               252.9     245.2         7.7      3
   Cost of products sold           17.6      41.8      (24.2)   (58)
   Selling, general,
    administrative and other       89.0      83.5         5.5      7
   Depreciation and
    amortization                  138.7     124.0        14.7     12
   Restructuring charges            1.8       6.4       (4.6)   (72)
   Merger and integration
    costs                          19.9        --        19.9    100
   Impairment loss on assets
    held for sale (A)                --        --          --
                               --------  --------  ----------     --

    Total costs and expenses      519.9     500.9        19.0
                               --------  --------  ----------      4
  Operating income                234.5     276.6      (42.1)   (15)
  Other income, net               (0.3)     (7.0)         6.7     96

  Interest expense              (115.2)   (104.5)        10.7
                               --------  --------  ----------     10

  Income from continuing
   operations before income
   taxes                          119.0     165.1      (46.1)   (28)

  Income taxes                     43.5      74.2      (30.7)
                               --------  --------  ----------   (41)

  Income from continuing
   operations                      75.5      90.9      (15.4)   (17)
  Discontinued operations,
   net of tax (B)                    --     (9.8)         9.8
                               --------  --------  ----------  (100)


  Net Income                     $ 75.5    $ 81.1     $ (5.6)
                               ========  ========  ==========    (7)

  Weighted average common
   shares                         430.0     436.1       (6.1)    (1)

  Earnings per share:
   Basic and diluted earnings
    per share (C):
    Income from continuing
     operations                    $.17      $.21      $(.04)   (19)
    Loss from discontinued
     operations                      --     (.02)         .02
                               --------  --------  ----------    100
    Net Income                     $.17      $.19      $(.02)   (11)

  PRO FORMA RESULTS OF OPERATIONS FROM
   CURRENT BUSINESSES (D):
   Revenues and sales           $ 777.8   $ 808.0    $ (30.2)    (4)
   OIBDA (E)                    $ 404.1   $ 422.4    $ (18.3)    (4)
   Adjusted OIBDA (F)           $ 433.3   $ 433.7     $ (0.4)    (0)






















©

  (A) During 2008, the Company recognized a non-cash impairment charge to adjust the carrying value of its wireless
   spectrum holdings classified as acquired assets held for sale to its fair market value.
  (B) In the fourth quarter of 2008, Windstream completed the sale of its wireless business to AT&T Mobility II, LLC.
   Accordingly, we have presented the operating results of the wireless business as discontinued operations.
  (C) Effective January 1, 2009, the Company adopted the revised authoritative guidance regarding participating shares
   for calculating earnings per share, and commensurate therewith, has retrospectively adjusted prior period earnings
   per share data, the impact of which was immaterial.
  (D) Pro forma results from current businesses adjusts results of operations under GAAP to include the acquisitions of
   D&E Communications, Inc. ("D&E") and Lexcom Inc. ("Lexcom"), and to exclude the results of the disposed out of
   territory product distribution operations, all merger and integration costs related to strategic transactions and the
   impairment charge recognized on assets held for sale. For further details on these adjustments, see the Notes to
   Unaudited Reconciliation of Revenues and Sales and Operating Income Under GAAP to Pro Forma Revenues and Sales and
   Pro Forma Adjusted OIBDA from Current Businesses.
  (E) OIBDA is operating income before depreciation and amortization.
  (F) Adjusted OIBDA is OIBDA, adjusted to remove the impacts of restructuring charges, pension and restricted stock
   expense. For further details on these adjustments, see the Notes to Unaudited Reconciliation of Revenues and Sales
   and Operating Income Under GAAP to Pro Forma Revenues and Sales and Pro Forma Adjusted OIBDA from Current Businesses.
  (G) In the first quarter of 2009, the Company reorganized its operations to integrate the sales and administrative
   functions of the product distribution segment into its wireline operations. As a result of this change, the chief
   operating decision maker no longer reviews the financial statements of the product distribution operations on a stand
   alone basis, and the Company operates as a single reporting segment. Segment results of operations have been
   retrospectively adjusted to reflect a single segment presentation for all periods presented. Additionally, certain
   amounts previously reported have been reclassified to conform to the current year presentation of the consolidated
   financial statements. These changes and reclassifications did not impact operating or net income.












©





©

                                                   TWELVE MONTHS ENDED
                                    --------------------------------------------------
                                                      (A)          Increase
                                     December       December
                                       31,            31,         (Decrease)

                                       2009           2008          Amount         %
                                    ----------     ----------     ----------     -----
  UNDER GAAP:
   Access lines (B)
   Net access line additions
    (losses):
    Internal                           (143.2)        (164.5)           21.3        13

    Acquired                             166.9             --          166.9
                                    ----------     ----------     ----------       100
   Net access line additions
    (losses)                              23.7        (164.5)          188.2
                                    ----------     ----------     ----------       114
   High-speed Internet customers
   Net high-speed Internet
    additions:
    Internal                              98.9          107.4          (8.5)       (8)

    Acquired                              54.4             --           54.4
                                    ----------     ----------     ----------       100
   Net high-speed Internet
    additions                            153.3          107.4           45.9
                                    ----------     ----------     ----------        43
   Digital television customers
    (B)
   Net digital television
    additions:
    Internal                              51.7           69.6         (17.9)      (26)

    Acquired                              20.7             --           20.7
                                    ----------     ----------     ----------       100
   Net digital television
    additions                             72.4           69.6            2.8
                                    ----------     ----------     ----------         4

   Service revenues                  $ 2,872.8      $ 2,988.9      $ (116.1)       (4)
   Average access lines                2,945.6        3,093.2        (147.6)       (5)
   Average service revenue per
    customer per month (C)              $81.27         $80.52           $.75         1

   Capital expenditures                $ 298.1        $ 317.5       $ (19.4)       (6)

  FROM PRO FORMA RESULTS (D):
   Access lines
   Net access line (losses)            (153.1)        (173.9)         (20.8)      (12)
   High-speed Internet customers
   Net high-speed Internet
    additions                            102.3          112.9         (10.6)       (9)
   Digital television customers
   Net digital television
    additions                             52.4           70.2         (17.8)      (25)

   Service revenues                  $ 3,034.8      $ 3,180.8      $ (146.0)       (5)
   Average access lines                3,104.5        3,276.8        (172.3)       (5)
   Average service revenue per
    customer per month (C)              $81.46         $80.89           $.57         1

   Capital expenditures                $ 318.2        $ 346.3       $ (28.1)       (8)
©

  WINDSTREAM CORPORATION
  UNAUDITED CONSOLIDATED BALANCE SHEETS UNDER
   GAAP-Page 3
  (In millions)


  ASSETS
                               December    December
                                 31,         31,

                                 2009        2008
                              ----------  ----------

  CURRENT ASSETS:
   Cash and cash equivalents   $ 1,062.9     $ 296.6

   Accounts receivable (less
    allowance for
    doubtful accounts of
     $18.5 and
    $16.3, respectively)           291.7       316.6
   Inventories                      26.1        30.8
   Deferred income taxes            21.7        30.8
   Prepaid expenses and
    other                           53.6        33.9
                              ----------  ----------



    Total current assets         1,456.0       708.7
                              ----------  ----------


  Goodwill                       2,344.4     2,198.2
  Other intangibles, net         1,253.3     1,132.2
  Net property, plant and
   equipment                     3,992.6     3,897.1
  Other assets                      99.1        73.1


                              ----------  ----------

  TOTAL ASSETS                 $ 9,145.4   $ 8,009.3
                              ==========  ==========
























  WINDSTREAM CORPORATION
  UNAUDITED CONSOLIDATED STATEMENTS
   OF CASH FLOWS UNDER GAAP-Page 4
  (In millions)


                                        THREE MONTHS ENDED   TWELVE MONTHS ENDED
                                       --------------------  -------------------
                                        December   December   December  December
                                          31,         31,       31,        31,

                                          2009       2008       2009      2008
                                       ----------  --------  ---------  --------
  Cash Provided from Operations:
   Net income                              $ 75.5    $ 81.1    $ 334.5   $ 412.7
   Adjustments to reconcile net
    income to net cash provided from
    operations:
    Loss on sale of wireless business          --       4.9         --      21.3
    Depreciation and amortization           138.7     123.6      537.8     494.5
    Provision for doubtful accounts          11.6      13.6       44.0      38.7
    Stock-based compensation expense          3.1       4.6       17.4      18.1
    Pension and post retirement
     benefits expense                        24.3       1.6       97.1      13.9
    Deferred taxes                            4.4      35.7       96.8     110.0
    Other, net                                1.8       9.3        6.0      18.1
  Changes in operating assets and
   liabilities, net:
    Accounts receivable                       7.1       2.8      (3.4)    (25.1)
    Prepaid and other expenses                3.0      18.7     (17.9)       3.1
    Accounts payable                         11.7    (18.9)        9.6    (27.6)
    Accrued interest                         78.7      68.7        4.4     (1.1)
    Accrued taxes                            17.5    (12.1)       12.6       5.4
    Other current liabilities                 1.5      11.2     (12.4)     (1.3)
    Other liabilities                       (1.8)     (3.4)     (15.0)    (13.0)

    Other, net                                2.3       9.2        9.3      12.7
                                       ----------  --------  ---------  --------
     Net cash provided from
      operations                            379.4     350.6    1,120.8   1,080.4
                                       ----------  --------  ---------  --------

  Cash Flows from Investing
   Activities:
   Additions to property, plant and
    equipment                              (91.3)    (98.0)    (298.1)   (317.5)
   Acquisition of D&E, net of cash
    acquired                               (56.6)        --     (56.6)        --
   Acquisition of Lexcom, net of cash
    acquired                              (138.7)        --    (138.7)        --
   Disposition of wireless business            --      56.7         --      56.7
   Disposition of acquired assets
    held for sale                              --       0.5         --      17.8

   Other, net                                 0.3     (1.7)        0.6       9.9
                                       ----------  --------  ---------  --------
     Net cash used in investing
      activities                          (286.3)    (42.5)    (492.8)   (233.1)
                                       ----------  --------  ---------  --------

  Cash Flows from Financing
   Activities:
   Dividends paid on common shares        (108.8)   (109.9)    (437.4)   (445.2)
   Stock repurchase                        (77.8)        --    (121.3)   (200.3)
   Repayment of debt                      (195.9)    (13.6)    (356.6)   (354.3)
   Proceeds of debt issuance, net of
    discount                              1,083.6        --    1,083.6     380.0
   Debt issuance costs                     (33.8)        --     (33.8)        --

   Other, net                                12.5       0.4        3.8     (2.9)
                                       ----------  --------  ---------  --------
     Net cash provided from (used in)
      financing activities                  679.8   (123.1)      138.3   (622.7)
                                       ----------  --------  ---------  --------

  Increase in cash and cash
   equivalents                              772.9     185.0      766.3     224.6

  Cash and Cash Equivalents:

   Beginning of period                      290.0     111.6      296.6      72.0
                                       ----------  --------  ---------  --------

   End of period                        $ 1,062.9   $ 296.6  $ 1,062.9   $ 296.6
                                       ==========  ========  =========  ========






©

©















  NOTES TO UNAUDITED RECONCILIATIONS OF REVENUES AND SALES AND OPERATING INCOME UNDER GAAP TO PRO FORMA REVENUES AND
   SALES AND PRO FORMA ADJUSTED OIBDA FROM CURRENT BUSINESSES

Windstream Corporation has entered into various transactions that may cause results reported under Generally Accepted Accounting Principles in the United States ("GAAP") to be not necessarily indicative of future results.

Pending Acquisition:

  --  On November 23, 2009, the Company entered into a merger agreement with
      Iowa Telecommunications Services, Inc. ("Iowa Telecom"). Under the terms
      of the agreement, Iowa shareholders will receive 0.804 shares of
      Windstream common stock and $7.90 in cash per each share of outstanding
      Iowa Telecom stock. The merger is expected to close in mid-2010 subject
      to certain conditions including necessary approvals from federal and
      state regulators and Iowa Telecom shareholders.

Completed Acquisitions:

  --  On February 8, 2010, Windstream completed the acquisition of NuVox, Inc.
      ("NuVox"). The Nuvox acquisition added approximately 90,000 business
      customers in complementary markets in 16 states across the southeast and
      midwest.
  --  On December 1, 2009, Windstream completed the acquisition of Lexcom,
      Inc. ("Lexcom"). The Lexcom acquisition added approximately 22,000
      access lines, 9,000 high-speed Internet customers and 12,000 digital
      television customers in North Carolina.
  --  On November 10, 2009, Windstream completed the acquisition of D&E
      Communication, Inc. ("D&E"). The D&E acquisition added approximately
      145,000 access lines, 45,000 high-speed Internet customers and 9,000
      digital television customers in central Pennsylvania.

Dispositions:

  --   On August 21, 2009, Windstream completed the sale of its out of
      territory product distribution operations to Walker and Associates of
      North Carolina, Inc. ("Walker") for approximately $5.3 million  in total
      consideration. These operations were not central to the Company's
      strategic goals in its core communications business.
  --   On November 21, 2008, the Company completed the sale of the wireless
      business acquired from CT Communications, Inc. ("CTC"). The completion
      of this transaction resulted in the divestiture of approximately 52,000
      wireless customers, spectrum licenses and cell sites covering a
      four-county area in North Carolina with a population of 450,000, and six
      retail locations. Accordingly, we reported the operating results of the
      wireless business as discontinued operations.


Other:

  --   In the third quarter of 2008, the Company recognized a non-cash
      impairment charge of $6.5 million to reduce the carrying value of
      certain wireless spectrum licenses acquired from CTC to their fair
      market value. These licenses, which were designated as held for sale,
      were reduced to a nominal amount due to the impairment resulting from
      general market conditions and limited interest in this bandwidth of
      spectrum.

As disclosed in the Windstream Form 8-K filed on February 18, 2010, the Company has presented in this earnings release unaudited pro forma results from current businesses, which includes results from D&E and Lexcom for periods prior to the acquisitions and excludes (1) results from the out of territory product distribution operations prior to the disposition, (2) all merger and integration costs resulting from the completed and pending transactions discussed above and (3) the $6.5 million non-cash impairment charge for acquired assets held for sale. In addition to pro forma adjustments, the Company has made adjustments to exclude the impact of restructuring charges, pension and restricted stock expense.

Windstream's purpose for including the results of acquired businesses and for excluding non-recurring items, the results of disposed operations, restructuring charges, pension and restricted stock expense is to improve the comparability of results of operations for the three and twelve month periods ended December 31, 2009, to the results of operations for the same period of 2008 in order to focus on the true earnings capacity associated with providing telecommunication services. Additionally, management believes that presenting current business measures assists investors by providing more meaningful comparisons of results from current and prior periods, and by providing information that is a better reflection of the core earnings capacity of the businesses. The Company uses pro forma results from current businesses, including pro forma revenues and sales, pro forma OIBDA and pro forma adjusted OIBDA as key measures of its operational performance. Windstream management, including the chief operating decision-maker, consistently use these measures for internal reporting and the evaluation of business objectives, opportunities and performance.

 (A) Pro forma results from current businesses adjusts results of operations under GAAP to include the acquisitions of D&E and
  Lexcom, and to exclude the results of the disposed out of territory product distribution operations, the split off of the
  directory publishing business, all merger and integration costs related to strategic transactions and the impairment charge
  recognized on assets held for sale.
 (B) To reflect the pre-acquisition operating results of D&E and Lexcom, adjusted to exclude merger and integration costs.
 (C) To reflect the Company's disposition of the out of territory product distribution operations.
 (D) Represents applicable item as reported under GAAP by D&E and Lexcom, respectively, prior to the acquisitions.
 (E) To reflect intangible asset amortization prior to the acquisitions of D&E and Lexcom, respectively.
 (F) In 2009, the Company incurred consulting fees associated with the completed acquisitions of Nuvox, D&E and Lexcom,
  and the pending acquisition of Iowa Telecom. In 2008, the Company incurred system conversion costs relative to the
  acquisition of CTC.
 (G) To reflect the non-cash impairment loss on assets held for sale.
 (H) Represents applicable expense as reported under GAAP.
 (I) Represents depreciation and amortization of D&E and Lexcom, respectively, as adjusted in note (E).

























CONTACT:  Windstream Corporation
          Media Relations Contact:
          David Avery
          501-748-5876
          David.avery@windstream.com
          Investor Relations Contact:
          Mary Michaels
          501-748-7578
          mary.michaels@windstream.com