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Goldman Sachs TMT Leveraged Finance Conference Tony Thomas, CFO March 29, 2011

Goldman Sachs TMT Leveraged Finance Conference Tony Thomas, CFO March 29, 2011

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Page 1: Goldman Sachs TMT Leveraged Finance Conference Tony Thomas, CFO March 29, 2011

Goldman Sachs TMT Leveraged Finance Conference

Tony Thomas, CFOMarch 29, 2011

Page 2: Goldman Sachs TMT Leveraged Finance Conference Tony Thomas, CFO March 29, 2011

2

“Safe Harbor” Statement

Regulation G DisclaimerThis presentation includes certain non-GAAP financial measures, which have been adjusted to include or exclude items that are related to strategic activities or other events, specific to the time and opportunity available. For the periods presented, Windstream‘s strategic activities included the acquisitions of D&E Communications Inc. ("D&E") on November 10, 2009, Lexcom, Inc. ("Lexcom") on December 1, 2009, NuVox, Inc. ("NuVox") on February 8, 2010, and Iowa Telecommunication Services, Inc. ("Iowa Telecom") on June 2, 2010. In addition, Windstream sold its out-of-territory product distribution operations on August 21, 2009. Windstream believes the presentation of supplemental measures of operating performance provides a more meaningful comparison of our operating performance for the periods presented. A reconciliation of the non-GAAP financial measures used in this presentation to the most directly comparable GAAP measure has been included in the appendix of this presentation. The non-GAAP financial measures used by Windstream may not be comparable to similarly titled measures used by other companies and should not be considered in isolation or as a substitute for measures of performance or liquidity prepared in accordance with GAAP.

Safe Harbor StatementWindstream claims the protection of the safe-harbor contained in the Private Securities Litigation Reform Act of 1995 for forward-looking statements set forth in this press release. Forward-looking statements, including Windstream’s updated financial outlook for 2010 and expected pension contribution in 2011, are subject to uncertainties that could cause actual future events and results to differ materially from those expressed in the forward-looking statements. These 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 Windstream's 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 voice line loss; the impact of new, emerging or competing technologies; the adoption of intercarrier 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; for Windstream's competitive local exchange carrier operations, adverse effects on the availability, quality of service and price of facilities and services provided by other incumbent local exchange carriers on which Windstream's competitive local exchange carrier 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; unfavorable results of litigation; unfavorable rulings by state public service commissions in proceedings regarding universal service funds, intercarrier 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 Windstream's expected long term rate of return for plan assets; changes in federal, state and local tax laws and rates; and those additional factors under the caption “Risk Factors” in Windstream’s Form 10-K for the year ended Dec. 31, 2009, 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.

Page 3: Goldman Sachs TMT Leveraged Finance Conference Tony Thomas, CFO March 29, 2011

3

Windstream Overview

The Industry

► The ILEC industry is undergoing significant consolidation driven by companies seeking to stabilize cash flow as residential voice and regulatory revenues continue to decline

The Company

► Windstream – a consolidator and telecom leader with attractive markets in 29 states, revenues of $4.2B and adjusted OIBDA of $2.1B

The Opportunity

► Windstream is executing a strategy focused on improving the top line

— expanding services in growing areas (business and broadband)— stabilizing consumer revenues

Page 4: Goldman Sachs TMT Leveraged Finance Conference Tony Thomas, CFO March 29, 2011

4

THESIS

Building a Next Generation Communications Company

Windstream Today…

…Delivering best-in-class

results…

#1

…Executing a successful strategy…

…with key initiatives to improve the

business

Page 5: Goldman Sachs TMT Leveraged Finance Conference Tony Thomas, CFO March 29, 2011

5

► Spin off► Traditional RLEC

business model

The Transformation of Windstream

2006 2007-2010 2011+

Traditional Rural ILEC Transformation Path to Growth

► Focused on growth in business & broadband

► Improved financial trends

► Focus on execution and integration

► Investing for growth

Page 6: Goldman Sachs TMT Leveraged Finance Conference Tony Thomas, CFO March 29, 2011

6

Windstream Today . . . . .

Improving revenue mix – percent from broadband and business (1)

Key operating and financial metrics vs. peers

Well positioned competitively

Solid free cash flow generation

60%in growth segments

#1AttractiveMarkets

$818M

(1) Pro forma for the 4Q10(2) Free cash flow for 2010. Presented on a GAAP basis and defined as Adjusted OIBDA less cash interest, cash taxes,

cash pension contributions and capital expenditures

Page 7: Goldman Sachs TMT Leveraged Finance Conference Tony Thomas, CFO March 29, 2011

7

Strong Rural Footprint with Robust Network in 29 States

Page 8: Goldman Sachs TMT Leveraged Finance Conference Tony Thomas, CFO March 29, 2011

8

Business Services Consumer Services

► Dedicated Internet services

► Integrated VoIP & data solutions

► Cloud computing & cloud storage

► Managed services and data center co-location

► Voice & long-distance solutions

► Fiber transport /wireless backhaul

A Next Generation Telecom Company

► High-speed Internet

— 90% of footprint addressable

— Speeds up to 10-12 Mb, depending on market

► Broadband features (TechHelp, security, data back-up)

► Digital TV via DISH offering

► Voice and long-distance

Page 9: Goldman Sachs TMT Leveraged Finance Conference Tony Thomas, CFO March 29, 2011

9 9

Delivering Industry-Leading Returns to Shareholders

WIN has generated a 65% total return since inceptionJuly 17, 2006 – March 25, 2011

VZ WIN CTL T S&P Telecom

S&P Q FTR

67% 65%

46%

37%

26%18%

11%3%

Source: Bloomberg

Page 10: Goldman Sachs TMT Leveraged Finance Conference Tony Thomas, CFO March 29, 2011

10

THESIS

Building a Next Generation Communications Company

The new Windstream…

…Delivering best-in-class

results…

#1

…Executing a successful strategy…

…with key initiatives to improve

the business

Page 11: Goldman Sachs TMT Leveraged Finance Conference Tony Thomas, CFO March 29, 2011

11

Executing Successful Strategy

Goal

Protect and

sustain free cash

flow

Strategy

1. Improve revenue trends

2. Ensure disciplined expense management

3. Pursue selective acquisition strategy

Page 12: Goldman Sachs TMT Leveraged Finance Conference Tony Thomas, CFO March 29, 2011

Business & Broadband Revenues Grew 3.2% in

4Q10

3.2%

-2.2%-3.0%-2.0%-1.0%0.0%1.0%2.0%3.0%4.0%

1Q10 2Q10 3Q10 4Q10

Total Revenue

Business and Broadband Revenue

12

STRATEGY #1: IMPROVE REVENUE TRENDS

60% of Revenues from Growth Services

Key Growth Drivers

► Business revenues grew 2% in 4Q

—Advanced data and integrated solutions up 8% Integrated VoIP and data

services Ethernet Internet access Managed services

—Special access (fiber transport / wireless backhaul) up 3%

► Consumer broadband revenue grew 10% in 4Q

—Broadband customers growing 6%

—Selling faster broadband speeds

—Growth in broadband features

YOY Revenue Trends

Note: Pro forma results from 4Q10

Page 13: Goldman Sachs TMT Leveraged Finance Conference Tony Thomas, CFO March 29, 2011

STRATEGY #1: IMPROVE REVENUE TRENDS

Stabilizing Consumer Revenues

Key Consumer Initiatives Resulting in. . .

ImproveRetentionAction

Increase distribution channels

Offer video service

Improve service levels

Expand bundling penetration

Create product sets► Price for Life► Greenstreak

-6%

-5%

-4%

-3%

-2%

-1%

0%

1Q10 2Q10 3Q10 4Q10

YOY Change in Consumer Revenue

Improving Consumer Revenue

Trends

13

ImproveCompetitiveness

Page 14: Goldman Sachs TMT Leveraged Finance Conference Tony Thomas, CFO March 29, 2011

14

STRATEGY #1: IMPROVE REVENUE TRENDS

Stronger Revenue Mix and Improving Consumer Channel = Improving Revenue Trends

Improving Revenue Trends

1Q09

2Q09

3Q09

4Q09

1Q10

2Q10

3Q10

4Q10

-5.1%-5.6%

-5.9%

-3.7%

-2.6%-2.7%

-1.2%

-2.2%

Stronger Revenue Mix1

Broadband and Business

Residential

Switched Access/USF

2007 2010

38%

34%

28%

58%

25%

17%

1. 2007 data presented on an actual basis; 2010 pro forma

Excludes NuVox, Iowa, Hosted Solutions and Q-Comm

Pro forma for all acquisitions

Page 15: Goldman Sachs TMT Leveraged Finance Conference Tony Thomas, CFO March 29, 2011

15

STRATEGY #2: DISCIPLINED EXPENSE MANAGEMENT

Disciplined Expense Management Resulting in Strong, Stable OIBDA Margin

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q440%

42%

44%

46%

48%

50%

52%

50.8%Adjusted

OIBDA margin

(ex pension)

Notes: Adjusted OIBDA excludes the impact of restructuring charges, pension expense and restricted stock expense

2010

Expense Initiatives► Deal Synergies► Network grooming► Procurement► Improved processes► Technological efficiencies► Organizational discipline

2009

Page 16: Goldman Sachs TMT Leveraged Finance Conference Tony Thomas, CFO March 29, 2011

16

STRATEGY #3: SELECTIVE ACQUISITIONS

Pursuing a Selective Acquisition Strategy

Advance strategy to improve revenue trends

Opportunity to generate meaningful synergies

Located in attractive markets

Favorable competitive environment

Well-positioned network

Maintain leverage in same range

Criteria

16

Free cash flow accretive

Page 17: Goldman Sachs TMT Leveraged Finance Conference Tony Thomas, CFO March 29, 2011

17

STRATEGY #3: SELECTIVE ACQUISITIONS

Completed Eight Targeted Acquisitions in Four Years

► NuVox► Iowa Telecommunications► Q-Comm► Hosted Solutions

► D&E Communications► Lexcom

► Valor► CT Communications

2006-2007 2010

2008-2009

Page 18: Goldman Sachs TMT Leveraged Finance Conference Tony Thomas, CFO March 29, 2011

18

STRATEGY #3: SELECTIVE ACQUISITIONS

Powerful Impact of Acquisitions on Windstream

Expanded free cash flow

Advanced strategy to expand services to broadband and business customers

Added over $2B in revenues

Created $200M in opex and capex synergies

Slight increase in leverage but positions WIN to improve financial trends

Page 19: Goldman Sachs TMT Leveraged Finance Conference Tony Thomas, CFO March 29, 2011

19

Goal: PROTECT AND SUSTAIN FREE CASH FLOW

A Powerful Cash Flow Business

Free cash flow(2)

2010Payout Ratio

2010Adjusted

OIBDA(1) 2010

57%$818M$2.06BFlat YOY

(1) Pro forma for all acquisitions. Adjusted OIBDA excludes pension expense, restructuring, and restricted stock expense(2) Free cash flow presented on a GAAP basis and defined as Adjusted OIBDA less cash interest, cash taxes, cash pension contributions and capital expenditures

Page 20: Goldman Sachs TMT Leveraged Finance Conference Tony Thomas, CFO March 29, 2011

20

THESIS

Building a Next Generation Communications Company

The new Windstream…

…Executing a successful strategy…

…Delivering best-in-class

results…

#1

…with key initiatives to improve the

business

Page 21: Goldman Sachs TMT Leveraged Finance Conference Tony Thomas, CFO March 29, 2011

The Strategy is Delivering Best-In-Class Operating Results…

21

WIN CBB CTL T Q VZ FTR

39% 38% 37%33% 33% 32% 30%

CTL WIN T Q CBB VZ FTR

7.1% 6.5%

4.4%3.6% 3.4% 2.8%

0.1%

WIN VZ Q T FTR CBB

13% 13%11% 11%

9%

4%

Video Penetration ofTotal Access Lines

HSI Penetration ofTotal Access Lines

Year-over-Year Changein Access Lines

Internet Customer ChangeYear-Over-Year

WIN CBB CTL VZ FTR Q T

-3.6%

-6.8%-7.6%-8.2%-9.0%-10.8%-11.6%

Leadingresults

Notes:• Results as of 12/31/10• Windstream results are pro forma for NuVox, Inc., Iowa Telecom, Q-Comm, and Hosted

Solutions• Verizon and Frontier results are pro forma for the sale of Verizon lines

Page 22: Goldman Sachs TMT Leveraged Finance Conference Tony Thomas, CFO March 29, 2011

…And Driving Strong Financial Results

22

Year-over-YearChange in Revenue

Year-over-YearChange in OIBDA

WIN VZ T Q CTL FTR

-2.2%-2.8%

-3.2% -3.2%

-6.4% -6.5%

VZ WIN T Q CTL FTR1.2%

0.2%

-1.7% -2.1%

-5.5%

-9.5%

Notes:• Results as of 12/31/10• Windstream results are pro forma for D&E Communications, Lexcom, Inc. , NuVox, Inc., and Iowa

Telecom• AT&T and Verizon results are for the wireline segment only• Verizon and Frontier results are pro forma for the sale of Verizon lines• OIBDA excludes one-time charges for WIN, Q, and CTL

Page 23: Goldman Sachs TMT Leveraged Finance Conference Tony Thomas, CFO March 29, 2011

23

2011 Guidance

Total Revenues $4,139 $4,015 – $4,140 -3% to 0%

OIBDA $1,975 $1,985 – $2,045 1% to 4%

Adjusted OIBDA $2,064 $2,045 – $2,105 -1% to 2%

Capex $490 $520 - $580

Dividend payout 57% 52% to 59%

Notes: • For 2010, revenue, OIBDA, adjusted OIBDA and Capex are presented on a pro forma basis• The 2010 dividend payout ratio is presented on an actual basis, reflecting the acquisitions from the time that they were acquired• Adjusted OIBDA excludes pension, restricted stock, restructuring expense• As provided on February 18, 2011

23

$ in millions 2010 2011 Guidance Change

Page 24: Goldman Sachs TMT Leveraged Finance Conference Tony Thomas, CFO March 29, 2011

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Attractive Growth Opportunities in 2011

24

$M 2010 Pro Forma2011 Guidance ChangeA Closer Look at 2011 Capex Guidance

► Pro forma capex was $490M in 2010

► The midpoint of our 2011 capex guidance is $550M

► WIN will spend ~$40M related to the broadband stimulus grants in 2011:

—Awarded a total of $180M in grants to invest in our broadband network

—WIN will contribute a total of $60M, resulting in $240M in investments in our broadband network over the next few years

►The remaining incremental capex will be invested in success-based growth opportunities related to fiber to the cell projects and data center services & expansion which should contribute to improved financial performance

►Absent the stimulus capex, the midpoint of 2011 guidance is only 4% higher than the baseline 2010 capex

Page 25: Goldman Sachs TMT Leveraged Finance Conference Tony Thomas, CFO March 29, 2011

25

THESIS

Building a Next Generation Communications Company

The new Windstream…

…Executing a successful strategy…

…Delivering best-in-class

results…

#1

…with key initiatives to improve the

business

Page 26: Goldman Sachs TMT Leveraged Finance Conference Tony Thomas, CFO March 29, 2011

26

Our focus is execution

Key Initiatives for 2011

Completeintegration

of

acquisitions

Invest for

growth

Deleveragethe

balance sheet

1 2 3

Page 27: Goldman Sachs TMT Leveraged Finance Conference Tony Thomas, CFO March 29, 2011

27

PRIORITY #1

Integration of Acquisitions On Track

Company Close Date Synergies Integration Status

November 2009

December 2009

February 2010

June 2010

December 2010

December 2010

$25M

$5M

$25M

$30M

$2M

$21M

Completed

Completed

Completed

Completed

Completed by 1H11

Completed by 1H11

► Synergies achieved 2010: $55M► Incremental synergies 2011:

$45M

Page 28: Goldman Sachs TMT Leveraged Finance Conference Tony Thomas, CFO March 29, 2011

28

PRIORITY #2

Invest for Growth

Success Based Fiber Initiatives

► Increasing bandwidth demand is driving network transport from wireless providers and businesses

► Investments are success-based with attractive returns

Data Center Services

► Cloud computing, managed services and data center colocation are natural complements to our business portfolio

► Enhance speeds with VDSL & ADSL2+ bonded— Enable 20 Mb speeds to certain markets

► Expand availability from 90% to 93% (stimulus projects)

Grow Broadband

Page 29: Goldman Sachs TMT Leveraged Finance Conference Tony Thomas, CFO March 29, 2011

29

PRIORITY #3

Deleveraging the Balance Sheet

Reasons this is achievable

► Expect excess FCF of ~$350M to $460M in 2011

► WIN plans to pay down ~$135M related to 2011 debt maturities

► Revolver borrowings will provide further flexibility to reduce debt

► Will improve net leverage by making pension contribution using WIN stock

Series1Currentleverage

Target(In line with

historic range)

3.55X 3.2XTo 3.4X

29

Note: Leverage is defined as Total Debt to Adjusted OIBDA. Proforma for all acquisitions

Page 30: Goldman Sachs TMT Leveraged Finance Conference Tony Thomas, CFO March 29, 2011

$139

30

Improving Maturity Profile and Liquidity Position

$444 $11

$1,021

$810

$710

$1,100

$400$500

$700

$450$600

$100

2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2023Thereafter

Sr. Notes

Bank Debt

$44

$1604

Note: Maturity profile excludes discount on long-term debt

1Q11 Activities

• Increased revolver availability from $750M to $1.25 billion• Completed tender for all of the $400M Valor 2015 notes using proceeds

from the $200M 2020 notes and ~$200M in revolver borrowings• Tendered for a portion of the 2016 notes using proceeds from the new 2021

and 2023 notes (currently estimate the paydown to be ~$1.030 billion)

Increased revolver

availability to $1.25B

New notes

due 2021 (2016 refi)

New notes due

2023 (2016 refi)

$200M add-on notes due 2020 (Valor

refi)$350

Page 31: Goldman Sachs TMT Leveraged Finance Conference Tony Thomas, CFO March 29, 2011

31

Why Invest in Windstream?

Positioning

Performance

Cash Flow

A different path

► Successful repositioning in faster growth segments driving improving revenue trends

Solid track record

► Industry leading performance, successful integration of acquisitions

Strong, sustainable FCF

► Making success-based capital investments in growth opportunities while improving the balance sheet and returning cash to shareholders

Page 32: Goldman Sachs TMT Leveraged Finance Conference Tony Thomas, CFO March 29, 2011

Q&A32

Page 33: Goldman Sachs TMT Leveraged Finance Conference Tony Thomas, CFO March 29, 2011

Appendix

33

Page 34: Goldman Sachs TMT Leveraged Finance Conference Tony Thomas, CFO March 29, 2011

34

Reconciliations of Non-Gaap Financial Measures

Windstream CorporationReconciliations of Non-GAAP Financial Measures

GAAP Adjusted Free Cash Flow and Dividend Payout Ratio:

Twelve Twelve

(Millions, except per share amounts) Months Ended Months Ended

Amounts are as reported under GAAP December 31, 2010 December 31, 2009

Operating income from continuing operations 1,030.3$ 956.9$

Depreciation and amortization 693.6 537.8

As reported OIBDA 1,723.9 1,494.7

Merger and integration expense 77.3 22.3

Pension expense 61.9 91.8

Restructuring expense 7.7 9.1

Stock-based compensation 17.0 17.4

As reported adjusted OIBDA 1,887.8 1,635.3

Pension contribtion (41.0) -

Capital expenditures (415.2) (298.1)

Cash paid for interest expense (493.3) (395.5)

Cash paid for taxes (120.6) (118.7)

Adjusted free cash flow (A) 817.7$ 823.0$

Dividends paid on common shares (B) 464.6$

Dividend Payout Ratio (B)/(A) 57%

Page 35: Goldman Sachs TMT Leveraged Finance Conference Tony Thomas, CFO March 29, 2011

35

2011 Financial Guidance

Windstream financial guidance for 2011: 2010(Dollars in millions) Results

Pro forma revenues and sales 4,139$ 4,015$ - 4,140$ -3% 0%

Pro forma OIBDA (1) 1,975$ 1,985$ - 2,045$ 1% 4%

Pension expense 62 41 41 Restructuring expense 8 - - Stock-based compensation expense 19 19 19

Pro forma adjusted OIBDA 2,064$ 2,045$ - 2,105$ -1% 2%

Capital expenditures 490$ 520$ - 580$ 6% 18%

Expected Dividend Payout Ratio(Dollars in millions)Pro forma adjusted OIBDA 2,045$ 2,105$

Subtract:Expected capital expenditures 580 - 520 Expected cash paid for interest expense 552 - 552 Expected cash taxes 50 - 60

Expected adjusted free cash flow 863$ - 973$ Expected dividends paid on common shares 509$ - 509$

Expected dividend payout ratio 59% - 52%

Notes:(1) OIBDA is operating income before depreciation and amortization.

2011Guidance Range

2011 PercentGuidance Range Change

Page 36: Goldman Sachs TMT Leveraged Finance Conference Tony Thomas, CFO March 29, 2011

36

Pro Forma Supplemental Information

WINDSTREAM CORPORATIONUNAUDITED PRO FORMA CONSOLIDATED RESULTS (NON-GAAP) (A) QUARTERLY SUPPLEMENTAL INFORMATIONfor the quarterly periods in the years 2010 and 2009(In millions)

FINANCIAL RESULTS: Total 4th Qtr. 3rd Qtr. 2nd Qtr. 1st Qtr. Total 4th Qtr. 3rd Qtr. 2nd Qtr. 1st Qtr.Service revenues:

Business 1,945.8$ 492.8$ 487.8$ 484.1$ 481.1$ 1,935.4$ 483.6$ 482.4$ 485.7$ 483.7$ Consumer 1,439.4 354.9 359.9 360.5 364.1 1,497.0 365.8 370.6 377.7 382.9 Wholesale 660.9 159.1 163.5 164.7 173.6 703.7 180.9 173.5 170.6 178.7

Total service revenues 4,046.1 1,006.8 1,011.2 1,009.3 1,018.8 4,136.1 1,030.3 1,026.5 1,034.0 1,045.3 Product sales 92.8 23.4 26.8 19.8 22.8 95.3 23.1 24.3 23.6 24.3

Total revenues and sales 4,138.9$ 1,030.2$ 1,038.0$ 1,029.1$ 1,041.6$ 4,231.4$ 1,053.4$ 1,050.8$ 1,057.6$ 1,069.6$

Costs and expenses:Cost of services 1,505.6$ 374.3$ 381.2$ 374.4$ 375.7$ 1,580.1$ 387.3$ 397.7$ 399.8$ 395.3$ Cost of products sold 78.9 18.0 22.7 18.8 19.4 83.9 19.6 21.6 20.8 21.9 Selling, general, administrative and other 571.5 135.1 140.2 146.5 149.7 617.5 150.1 154.5 156.5 156.4 Restructuring charges 7.7 7.0 0.2 0.5 - 9.1 1.8 7.5 (0.1) (0.1) Total costs and expenses excluding depreciation and amortization 2,163.7 534.4 544.3 540.2 544.8 2,290.6 558.8 581.3 577.0 573.5

OIBDA (B) 1,975.2 495.8 493.7 488.9 496.8 1,940.8 494.6 469.5 480.6 496.1 Depreciation and amortization 839.4 207.5 206.3 209.9 215.7 867.2 216.1 216.2 218.0 216.9

Operating income 1,135.8$ 288.3$ 287.4$ 279.0$ 281.1$ 1,073.6$ 278.5$ 253.3$ 262.6$ 279.2$

Operating Income Margin (C) 27.4% 28.0% 27.7% 27.1% 27.0% 25.4% 26.4% 24.1% 24.8% 26.1%OIBDA margin (D) 47.7% 48.1% 47.6% 47.5% 47.7% 45.9% 47.0% 44.7% 45.4% 46.4%

SUPPLEMENTAL INFORMATION:OIBDA 1,975.2$ 495.8$ 493.7$ 488.9$ 496.8$ 1,940.8$ 494.6$ 469.5$ 480.6$ 496.1$

Pension expense 62.3 15.6 15.5 15.4 15.8 92.5 23.9 23.0 22.8 22.8 Restructuring charges 7.7 7.0 0.2 0.5 - 9.1 1.8 7.5 (0.1) (0.1) Stock-based compensation 18.9 4.6 4.7 4.8 4.8 26.2 5.7 5.6 8.0 6.9

Adjusted OIBDA (E) 2,064.1$ 523.0$ 514.1$ 509.6$ 517.4$ 2,068.6$ 526.0$ 505.6$ 511.3$ 525.7$ Adjusted OIBDA margin (F) 49.9% 50.8% 49.5% 49.5% 49.7% 48.9% 49.9% 48.1% 48.3% 49.1%

Revenues by type:Voice and long distance 1,502.9$ 362.9$ 372.3$ 380.6$ 387.1$ 1,638.3$ 394.8$ 404.4$ 415.8$ 423.3$ Data and integrated solutions 1,232.5 318.4 310.5 304.4 299.2 1,162.3 294.7 291.3 289.0 287.3 Special access 505.6 129.6 127.3 124.5 124.2 491.3 125.5 122.6 123.1 120.1 Switched access and USF 617.0 149.2 152.8 153.4 161.6 652.3 168.6 161.1 157.1 165.5 Miscellaneous 188.1 46.7 48.3 46.4 46.7 191.9 46.7 47.1 49.0 49.1 Product sales 92.8 23.4 26.8 19.8 22.8 95.3 23.1 24.3 23.6 24.3

Total revenues and sales 4,138.9$ 1,030.2$ 1,038.0$ 1,029.1$ 1,041.6$ 4,231.4$ 1,053.4$ 1,050.8$ 1,057.6$ 1,069.6$

Revenues from business and broadband:Consumer broadband 429.2$ 111.0$ 109.4$ 104.6$ 104.2$ 392.6$ 100.8$ 97.8$ 97.2$ 96.8$ Business service revenue 1,945.8 492.8 487.8 484.1 481.1 1,935.4 483.6 482.4 485.7 483.7 Business product sales 40.9 10.8 12.0 7.8 10.3 46.3 11.3 12.4 11.0 11.6 Business and broadband revenues 2,415.9$ 614.6$ 609.2$ 596.5$ 595.6$ 2,374.3$ 595.7$ 592.6$ 593.9$ 592.1$ Business and broadband as a percent of total revenues 58.4% 59.7% 58.7% 58.0% 57.2% 56.1% 56.6% 56.4% 56.2% 55.4%

Capital expenditures 490.0$ 159.1$ 127.2$ 122.5$ 81.2$ 487.4$ 133.1$ 120.6$ 116.7$ 117.0$

(A)

(B)(C)(D)(E)(F)

OIBDA margin is calculated by dividing OIBDA by total revenues and sales.Adjusted OIBDA adjusts OIBDA for the impact of restructuring charges, pension expense and stock-based compensation.Adjusted OIBDA margin is calculated by dividing adjusted OIBDA by total revenues and sales.

2010 2009

Pro forma results adjusts results of operations under GAAP to include the acquisitions of D&E Communications, Inc. ("D&E"), Lexcom Inc. ("Lexcom"), NuVox, Inc. ("NuVox"), Iowa Telecommunications Services, Inc. ("Iowa Telecom"), Hosted Solutions Acquisition, LLC ("Hosted Solutions) and Q-Comm Corporation ("Q-Comm"), and to exclude the results of the disposed out-of-territory product distribution operations and all merger and integration costs related to strategic transactions. Q-Comm results of operations only include those entities acquired from Q-Comm.

OIBDA is operating income before depreciation and amortization.Operating income margin is calculated by dividing operating income by total revenues and sales.

Page 37: Goldman Sachs TMT Leveraged Finance Conference Tony Thomas, CFO March 29, 2011

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Pro Forma Supplemental Information

WINDSTREAM CORPORATIONUNAUDITED PRO FORMA CONSOLIDATED RESULTS (NON-GAAP) (A)QUARTERLY SUPPLEMENTAL INFORMATIONfor the quarterly periods in the years 2010 and 2009(In thousands)

Total 4th Qtr. 3rd Qtr. 2nd Qtr. 1st Qtr. Total 4th Qtr. 3rd Qtr. 2nd Qtr. 1st Qtr.ACCESS LINES:

Total access lines sum of (1) 3,317.3 3,317.3 3,353.1 3,384.3 3,414.7 3,439.6 3,439.6 3,475.5 3,505.5 3,550.9 YOY change in total access lines -3.6% -3.6% -3.5% -3.5% -3.8% -4.4% -4.4% -4.7% -4.8% -4.6%Net total access line losses (122.3) (35.8) (31.2) (30.4) (24.9) (158.1) (35.9) (30.0) (45.4) (46.8)

KEY OPERATING METRICS:Voice lines (1) 3,045.8 3,045.8 3,087.0 3,120.1 3,154.8 3,181.9 3,181.9 3,219.5 3,250.6 3,296.0 YOY change in voice lines -4.3% -4.3% -4.1% -4.0% -4.3% -4.9% -4.9% -5.3% -5.6% -5.5%Net voice line losses (136.1) (41.2) (33.1) (34.7) (27.1) (163.7) (37.6) (31.1) (45.4) (49.6)

High-speed Internet 1,302.9 1,302.9 1,290.7 1,275.1 1,260.3 1,223.9 1,223.9 1,195.7 1,168.0 1,151.5 Advanced data and integrated solutions (1) 173.6 173.6 169.4 168.9 165.9 164.3 164.3 163.0 162.1 162.5 Total data and integrated solutions 1,476.5 1,476.5 1,460.1 1,444.0 1,426.2 1,388.2 1,388.2 1,358.7 1,330.1 1,314.0 YOY change in high-speed Internet 6.5% 6.5% 7.9% 9.2% 9.4% 9.6% 9.6% 8.9% 9.7% 10.9% YOY change in advanced data and integrated solutions 5.7% 5.7% 3.9% 4.2% 2.1% 2.6% 2.6% 6.0% 9.6% 12.1%Net high-speed Internet additions 79.0 12.2 15.6 14.8 36.4 107.0 28.2 27.7 16.5 34.6 Net advanced data and integrated solution additions (losses) 9.3 4.2 0.5 3.0 1.6 4.1 1.3 0.9 (0.4) 2.3

Special access circuits (1) 97.9 97.9 96.7 95.3 94.0 93.4 93.4 93.0 92.8 92.4 YOY change in special access circuits 4.8% 4.8% 4.0% 2.7% 1.7% 1.6% 1.6% 1.5% 2.2% 1.8%Net special access circuit additions 4.5 1.2 1.4 1.3 0.6 1.5 0.4 0.2 0.4 0.5

Digital television customers 433.5 433.5 433.3 422.9 414.8 402.0 402.0 391.6 380.4 366.3

Total connections 5,053.7 5,053.7 5,077.1 5,082.3 5,089.8 5,065.5 5,065.5 5,062.8 5,053.9 5,068.7

OPERATING METRICS BY CUSTOMER TYPE:Consumer:

Voice lines 2,038.8 2,038.8 2,070.0 2,094.2 2,118.6 2,134.8 2,134.8 2,156.5 2,175.1 2,211.4 High-speed Internet 1,168.5 1,168.5 1,157.3 1,143.2 1,129.9 1,095.0 1,095.0 1,067.6 1,041.4 1,026.7 Digital television customers 433.5 433.5 433.3 422.9 414.8 402.0 402.0 391.6 380.4 366.3 Total consumer connections 3,640.8 3,640.8 3,660.6 3,660.3 3,663.3 3,631.8 3,631.8 3,615.7 3,596.9 3,604.4

YOY change in consumer connections 0.2% 0.2% 1.2% 1.8% 1.6% 1.2% 1.2% 0.7% 0.4% 0.8%

Business:Voice lines 976.2 976.2 985.8 993.9 1,003.0 1,013.9 1,013.9 1,029.7 1,041.9 1,051.6 High-speed Internet 134.4 134.4 133.4 131.9 130.4 128.9 128.9 128.1 126.6 124.8 Advanced data and integrated solutions 173.6 173.6 169.4 168.9 165.9 164.3 164.3 163.0 162.1 162.5 Special access circuits 97.9 97.9 96.7 95.3 94.0 93.4 93.4 93.0 92.8 92.4 Total business connections 1,382.1 1,382.1 1,385.3 1,390.0 1,393.3 1,400.5 1,400.5 1,413.8 1,423.4 1,431.3

YOY change in business connections -1.3% -1.3% -2.0% -2.3% -2.7% -2.7% -2.7% -2.0% -0.8% 0.2%

Wholesale voice lines 30.8 30.8 31.2 32.0 33.2 33.2 33.2 33.3 33.6 33.0 YOY change in wholesale connections -7.2% -7.2% -6.3% -4.8% 0.6% -1.2% -1.2% -2.9% -3.4% -18.9%

(A) Pro forma results adjusts results of operations under GAAP to include the acquisitions of D&E Communications, Inc. ("D&E"), Lexcom Inc. ("Lexcom"), NuVox, Inc. ("NuVox"), Iowa Telecommunications Services, Inc. ("Iowa Telecom"), Hosted Solutions Acquisition, LLC ("Hosted Solutions") and Q-Comm Corporation ("Q-Comm") . Q-Comm results of operations only include those entities acquired from Q-Comm.

2010 2009

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Pro Forma Supplemental Information

WINDSTREAM CORPORATIONUNAUDITED CONSOLIDATED RESULTS (NON-GAAP)QUARTERLY SUPPLEMENTAL INFORMATIONfor the quarterly periods in 2010(In millions)

Total 4th Qtr. 3rd Qtr. 2nd Qtr. 1st Qtr.ADJUSTED FREE CASH FLOW (A):

Operating income 1,030.3$ 259.1$ 270.2$ 254.2$ 246.8$ Depreciation and amortization 693.6 190.6 179.9 167.7 155.4

As reported OIBDA 1,723.9 449.7 450.1 421.9 402.2 Merger and integration expense 77.3 25.8 11.5 16.8 23.2 Pension expense 61.9 15.4 15.5 15.3 15.7 Restructuring expense 7.7 7.0 0.2 0.5 - Stock-based compensation 17.0 5.0 4.5 4.0 3.5

As reported adjusted OIBDA 1,887.8 502.9 481.8 458.5 444.6

Adjustments:Pension contribution (41.0) - (41.0) - - Capital expenditures (415.2) (142.5) (113.3) (98.9) (60.5) Cash paid for interest expense (493.3) (72.7) (171.0) (81.0) (168.6) Cash paid for taxes (120.6) 1.0 (34.0) (80.5) (7.1)

Adjusted free cash flow 817.7$ 288.7$ 122.5$ 198.1$ 208.4$

Dividends paid 464.6$ 120.8$ 120.6$ 114.0$ 109.2$ Dividend payout ratio 56.8%

Weighted average common shares 468.0 Common stock outstanding 504.3

As ofDEBT LEVERAGE RATIO: December 31, 2010

Long-term debt, including current maturities 7,325.8$ Cash and cash equivalents 42.3 Net debt 7,283.5$

TwelveMonths Ended

December 31, 2010Pro forma adjusted OIBDA 2,064.1$

Pro forma leverage ratio 3.55 Pro forma net leverage ratio 3.53

(A)

2010

The adjusted free cash flow reflects the combined operations of Windstream with D&E Communications, Inc. ("D&E"), Lexcom Inc. ("Lexcom"), NuVox, Inc. ("NuVox"), Iowa Telecommunications Services, Inc. ("Iowa Telecom"), Hosted Solutions Acquisition, LLC ("Hosted Solutions") and Q-Comm Corporation ("Q-Comm") for the periods following their respective acquisition dates, as reported under GAAP.

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Reconciliations of Non Gaap Financial Measures

Total 4th Qtr. 3rd Qtr. 2nd Qtr. 1st Qtr. Total 4th Qtr. 3rd Qtr. 2nd Qtr. 1st Qtr.Reconciliation of Revenues under GAAP to Pro forma Revenues:Revenues and sales under GAAP 3,712.0$ 981.0$ 965.8$ 917.3$ 847.9$ 2,996.6$ 754.4$ 734.3$ 752.9$ 755.0$ Pro forma adjustments:

D&E revenues and sales prior to acquisition - - - - - 123.3 16.1 35.5 35.8 35.9 Lexcom revenues and sales prior to acquisition - - - - - 39.8 7.3 10.5 11.1 10.9 Out-of-territory product distribution operations revenues and sales - - - - - (38.5) - (8.2) (17.6) (12.7) NuVox revenues and sales prior to acquisition 57.3 - - - 57.3 564.8 140.7 140.5 141.0 142.6 Iowa Telecom revenues and sales prior to acquisition 109.2 - - 42.3 66.9 270.7 65.9 68.3 66.2 70.3 Hosted Solutions revenues and sales prior to acquisition 48.3 9.1 13.4 12.9 12.9 49.0 12.6 12.2 12.0 12.2 Q-Comm revenues and sales prior to acquisition 213.7 40.5 59.2 57.0 57.0 227.7 56.8 58.1 56.8 56.0 Elimination of Windstream revenues from Q-Comm prior to acquisition (1.6) (0.4) (0.4) (0.4) (0.4) (2.0) (0.4) (0.4) (0.6) (0.6)

Pro forma revenues and sales 4,138.9$ 1,030.2$ 1,038.0$ 1,029.1$ 1,041.6$ 4,231.4$ 1,053.4$ 1,050.8$ 1,057.6$ 1,069.6$

Reconciliation of Operating Income under GAAP to Pro forma adjusted OIBDA Operating income from continuing operations under GAAP 1,030.3$ 259.1$ 270.2$ 254.2$ 246.8$ 956.9$ 234.5$ 225.4$ 244.4$ 252.6$ Pro forma adjustments:

D&E pre-acquisition operating income, excluding M&I costs - - - - - 23.2 4.0 7.8 2.6 8.8 D&E intangible asset impairment - - - - - 5.5 - - 5.5 - D&E intangible asset amortization adjustment - - - - - (3.5) (0.6) (0.9) (1.0) (1.0) Lexcom pre-acquisition operating income, excluding M&I costs - - - - - 13.7 2.6 3.3 4.1 3.7 Lexcom intangible asset amortization adjustment - - - - - (1.5) (0.3) (0.4) (0.4) (0.4) Operating income from disposed out-of-territory product distribution operations - - - - - (0.9) - 0.1 (0.8) (0.2) NuVox pre-acquisition operating income, excluding M&I costs 4.1 - - - 4.1 35.8 13.3 8.6 3.5 10.4 NuVox intangible asset amortization adjustment (1.5) - - - (1.5) (14.7) (3.9) (3.3) (3.6) (3.9) Iowa Telecom pre-acquisition operating income, excluding M&I costs 23.9 - - 9.8 14.1 59.0 14.0 15.1 12.8 17.1 Iowa Telecom intangible asset amortization adjustment (11.2) - - (4.7) (6.5) (28.4) (6.8) (6.9) (7.3) (7.4) Hosted Solutions pre-acquisition operating income, excluding M&I costs 10.9 2.2 3.1 2.9 2.7 10.1 2.8 2.3 2.4 2.6 Hosted Solutions intangible asset amortization adjustment (9.0) (1.3) (2.5) (2.6) (2.6) (10.0) (2.3) (2.5) (2.6) (2.6) Q-Comm pre-acquisition operating income, excluding M&I costs 50.1 8.8 15.7 13.6 12.0 49.5 11.7 14.3 12.7 10.8 Q-Comm intangible asset amortization adjustment (39.1) (6.3) (10.6) (11.0) (11.2) (43.4) (10.4) (10.6) (11.1) (11.3) M&I costs 77.3 25.8 11.5 16.8 23.2 22.3 19.9 1.0 1.4 -

Pro forma operating income 1,135.8 288.3 287.4 279.0 281.1 1,073.6 278.5 253.3 262.6 279.2 Depreciation and amortization expense 693.6 190.6 179.9 167.7 155.4 537.8 138.7 133.8 133.3 132.0 D&E pre-acquisition depreciation and amortization expense - - - - - 28.4 3.4 8.6 8.4 8.0 Lexcom pre-acquisition depreciation and amortization expense - - - - - 9.4 1.9 2.5 2.4 2.6 NuVox pre-acquisition depreciation and amortization expense 9.5 - - - 9.5 92.6 22.3 22.5 23.6 24.2 Iowa Telecom pre-acquisition depreciation and amortization expense 39.1 - - 15.5 23.6 94.8 23.8 24.1 23.6 23.3 Hosted Solutions pre-acquisition depreciation and amortization expense 21.1 3.4 5.7 5.9 6.1 22.7 5.9 6.2 5.4 5.2 Q-Comm pre-acquisition depreciation and amortization expense 76.1 13.5 20.7 20.8 21.1 81.5 20.1 18.5 21.3 21.6

Pro forma OIBDA (B) 1,975.2 495.8 493.7 488.9 496.8 1,940.8 494.6 469.5 480.6 496.1 Other adjustments:

Pension expense 61.9 15.4 15.5 15.3 15.7 91.8 23.7 22.8 22.7 22.6 Pension expense of D&E prior to acquisition - - - - - 0.1 0.1 - - - Pension expense of Iowa Telecom prior to acquisition 0.2 - - 0.1 0.1 0.6 0.1 0.2 0.1 0.2 Restructuring charges 7.7 7.0 0.2 0.5 - 9.1 1.8 7.5 (0.1) (0.1) Stock-based compensation 17.0 5.0 4.5 4.0 3.5 17.4 3.1 3.7 5.4 5.2 D&E stock-based compensation prior to acquisition - - - - - 1.0 0.5 0.1 0.3 0.1 NuVox stock-based compensation prior to acquisition 0.1 - - - 0.1 2.3 1.0 0.5 0.4 0.4 Iowa Telecom stock-based compensation prior to acquisition 1.8 - - 0.7 1.1 4.8 0.9 1.1 1.7 1.1 Hosted Solutions stock-based compensation prior to acquisition 0.2 (0.2) 0.2 0.1 0.1 0.7 0.2 0.2 0.2 0.1

Pro forma adjusted OIBDA (C) 2,064.1$ 523.0$ 514.1$ 509.6$ 517.4$ 2,068.6$ 526.0$ 505.6$ 511.3$ 525.7$

(A)

(B) OIBDA is operating income before depreciation and amortization.(C)

2010 2009

Pro forma results adjusts results of operations under GAAP to include the acquisitions of D&E Communications, Inc. ("D&E"), Lexcom Inc. ("Lexcom"), NuVox, Inc. ("NuVox"), Iowa Telecommunications Services, Inc. ("Iowa Telecom"), Hosted Solutions Acquisition, LLC ("Hosted Solutions") and Q-Comm Corporation ("Q-Comm"), and to exclude the results of the disposed out-of-territory product distribution operations and all merger and integration costs related to strategic transactions. Q-Comm results of operations only include those entities acquired from Q-Comm.

Pro forma adjusted OIBDA adjusts pro forma OIBDA for the impact of restructuring charges, pension expense and stock-based compensation.

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Reconciliations of Non Gaap Financial Measures

Total 4th Qtr. 3rd Qtr. 2nd Qtr. 1st Qtr. Total 4th Qtr. 3rd Qtr. 2nd Qtr. 1st Qtr.Reconciliation of Capital Expenditures under GAAP to Pro forma Capital Expenditures:Capital expenditures under GAAP 415.2$ 142.5$ 113.3$ 98.9$ 60.5$ 298.1$ 91.3$ 67.3$ 76.7$ 62.8$ Pro forma adjustments:

D&E capital expenditures prior to acquisition - - - - - 17.1 1.0 5.2 5.2 5.7 Lexcom capital expenditures prior to acquisition - - - - - 3.0 0.4 0.9 0.8 0.9 NuVox capital expenditures prior to acquisition 3.8 - - - 3.8 67.9 13.3 14.6 12.9 27.1 Iowa Telecom capital expenditures prior to acquisition 8.4 - - 5.4 3.0 25.7 8.0 6.1 7.6 4.0 Hosted Solutions capital expenditures prior to acquisition 9.4 5.1 0.8 2.6 0.9 17.5 5.6 5.7 1.6 4.6 Q-Comm capital expenditures prior to acquisition 53.2 11.5 13.1 15.6 13.0 58.1 13.5 20.8 11.9 11.9

Pro forma capital expenditures 490.0$ 159.1$ 127.2$ 122.5$ 81.2$ 487.4$ 133.1$ 120.6$ 116.7$ 117.0$

(A) Pro forma results adjusts results of operations under GAAP to include the acquisitions of D&E Communications, Inc. ("D&E"), Lexcom Inc. ("Lexcom"), NuVox, Inc. ("NuVox"), Iowa Telecommunications Services, Inc. ("Iowa Telecom"), Hosted Solutions Acquisition, LLC ("Hosted Solutions") and Q-Comm Corporation ("Q-Comm"), and to exclude the results of the disposed out-of-territory product distribution operations and all merger and integration costs related to strategic transactions. Q-Comm results of operations only include those entities acquired from Q-Comm.

2010 2009