8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 10, 2012

WINDSTREAM CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-32422	20-0792300
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

4001 Rodney Parham Road, Little Rock, Arkansas	72212
(Address of principal executive offices)	(Zip Code)

(501) 748-7000

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02 Results of Operations and Financial Condition.

On May 10, 2012, Windstream Corporation (“Windstream” or the “Company”) issued a press release announcing the Company’s first quarter 2012 unaudited consolidated results of operations. The press release presents the Company’s unaudited consolidated results of operations measured under generally accepted accounting principles in the United States (“GAAP”) and certain unaudited pro forma results of operations from current businesses, which are not calculated in accordance with GAAP. A “non-GAAP financial measure” is defined as a numerical measure of a company’s financial performance, financial position or cash flows that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP in the Company’s financial statements. The non-GAAP financial measures used by the Company 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.

Windstream Corporation has completed the following transaction that may cause results reported under GAAP to be not necessarily indicative of future results:

Completed Acquisition:

• On November 30, 2011, Windstream completed the acquisition of PAETEC Holding Corp ("PAETEC").

The unaudited consolidated results from current businesses presented on a pro forma basis either include or exclude the following items when compared to measures prepared in accordance with GAAP:

Includes:

• Preacquisition results of operations of acquired businesses for completed acquisitions.

Excludes:

• Merger and integration costs associated with the transaction discussed above.

Windstream’s purpose for including the preacquisition results of PAETEC and for excluding merger and integration costs is to improve the comparability of results of operations for periods in 2011 to the results of operations for the same periods of 2012 in order to focus on the true earnings capacity associated with providing telecommunication services.

The Company uses pro forma results from current businesses as a key measure of its operational performance. Windstream management, including the chief operating decision-maker, uses these measures consistently for all purposes, including internal reporting, the evaluation of business objectives, opportunities and performance, and the determination of management compensation.

The Company’s press release, and other communications from time to time, include a non-GAAP measure titled operating income before depreciation and amortization, or OIBDA. OIBDA can be calculated directly from the Company’s financial statements by taking operating income and adding back depreciation and amortization expense. The Company will also at times make reference to pro forma OIBDA from current businesses, which is also a non-GAAP measure. Pro forma OIBDA from current businesses adjusts OIBDA for the items that are either included or excluded from pro forma results from current businesses. Management considers OIBDA to be useful to investors because OIBDA provides information specific to the Company’s operating performance.

In addition, from time to time the Company’s communications will also include the following non-GAAP measures:

• Pro forma adjusted OIBDA, defined as pro forma OIBDA from current businesses adjusted to exclude the impacts of pension expense, restructuring charges and restricted stock expense. Pro forma adjusted OIBDA is included to provide investors with useful information about the Company’s operating performance before the impacts of certain non-cash items and to enhance the comparability of operating results for the periods presented.

• Adjusted free cash flow, defined as operating income plus depreciation and amortization, merger and integration costs, pension expense, share-based compensation, and restructuring charges, less adjusted capital expenditures, interest paid, and income taxes paid, net of refunds. Management believes that adjusted free cash flow provides investors with useful information about the ability of the Company’s core operations to generate cash flow.

• Dividend payout ratio, defined as dividends paid on common shares divided by adjusted free cash flow. The Company believes the dividend payout ratio provides the investor useful information about the Company’s operating performance after the payment of dividends to shareholders.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
Exhibit 99(a)	Windstream Press Release dated May 10, 2012

3

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

WINDSTREAM CORPORATION
By:	/s/ Anthony W. Thomas
Name:	Anthony W. Thomas
Title:	Chief Financial Officer

May 10, 2012

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EXHIBIT INDEX

Exhibit Number	Description
Exhibit 99(a)	Windstream Press Release dated May 10, 2012

5

EX-99.A

Exhibit 99(a)

Windstream reports first-quarter results

• Business service revenues were $897 million, a 3.2 percent increase year-over-year on a pro forma basis

• Consumer broadband service revenues were $113 million, a 5.9 percent increase year-over-year on a pro forma basis

• Total revenues and sales were $1.55 billion, a 0.5 percent decrease year-over-year on a pro forma basis

• Adjusted OIBDA was $594 million, a 1.6 percent decrease year-over-year on a pro forma basis

• Adjusted free cash flow was $352 million

Release date: May 10, 2012

LITTLE ROCK, Ark. - Windstream Corp. (Nasdaq: WIN) today reported first-quarter results, highlighted by strong sales to business customers and continued growth in consumer broadband revenues.

“Our business and consumer channels delivered a strong performance during the first quarter,” said Jeff Gardner, president and CEO of Windstream. “The business channel has gained significant traction with the acquisition of PAETEC, and our combined team is having tremendous success driving new sales opportunities. Our consumer business also had a very solid quarter driven by growth in broadband service revenues and continued success with our bundling strategy.”

Business service revenues were $897 million for the first quarter, up 3.2 percent from the same period a year ago on a pro forma basis.

Consumer broadband service revenues were $113 million, up 5.9 percent from the same period in 2011 on a pro forma basis. Overall consumer service revenues were $338 million, down 2.6 percent from the same period a year ago on a pro forma basis.

Business and consumer broadband revenues represented approximately 68 percent of Windstream's total revenues and sales in the quarter.

Wholesale revenues were $225 million, a decline of 6.3 percent from the same period a year ago on a pro forma basis due largely to the suspension and modification of certain wholesale products that were a part of the PAETEC portfolio.

Total revenues and sales were $1.55 billion in the first quarter, a decline of 0.5 percent from the same period a year ago on a pro forma basis. Adjusted Operating Income Before Depreciation and Amortization (OIBDA) was $594 million, a decrease of 1.6 percent on a pro forma basis. Adjusted OIBDA removes the impact of restructuring charges, pension expense and stock-based compensation.

“I am extremely confident in the business that we have built. Through targeted acquisitions and our strategic growth initiatives, we have assembled an attractive set of assets capable of generating consistent cash flows to support our dividend over a long period of time and to provide other opportunities in the future to increase shareholder value,” Gardner said.

Adjusted capital expenditures were $223 million in the quarter, excluding $3 million in integration capital, an 8.1 percent increase from the same period in 2011 on a pro forma basis.

In the first quarter under Generally Accepted Accounting Principles (GAAP), Windstream reported total revenues and sales of $1.55 billion, operating income of $253 million and net income of $65 million, or 11 cents per share. That compares to net income of $29 million, or 6 cents per share, on total revenues of approximately $1 billion during the same period in 2011.

Exhibit 99(a)

GAAP results include approximately $14 million in after-tax merger and integration expense and an after-tax gain of roughly $1 million related to the early extinguishment of debt. Excluding these items, adjusted earnings per share would have been 13 cents for the first quarter.

Windstream generated $352 million in adjusted free cash flow in the quarter and paid approximately $147 million in dividends. Adjusted free cash flow is adjusted OIBDA, excluding merger and integration expense, minus cash interest, cash taxes and adjusted capital expenditures.

Windstream also completed two sales of wireless spectrum that the company obtained in previous acquisitions for approximately $57 million during the quarter.

Conference call:

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

To access the call:

Interested parties can access the call by dialing 1-877-374-3977, conference ID 70170680, ten minutes prior to the start time.

To access the call replay:

A replay of the call will be available beginning at 10:30 a.m. CDT today and ending at midnight on May 16. The replay can be accessed by dialing 1-855-859-2056, conference ID 70170680.

Webcast information:

The conference call also will be streamed live over the company's website 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 website beginning at 10:30 a.m. CDT today.

About Windstream

Windstream Corp. (Nasdaq: WIN) is a leading provider of advanced network communications, including cloud computing and managed services, to businesses nationwide. The company also offers broadband, phone and digital TV services to consumers primarily in rural areas. Windstream has more than $6 billion in annual revenues and is listed on the S&P 500 index. For more information, visit www.windstream.com.

Pro forma results adjust results of operations under GAAP to include the acquisition of PAETEC Holding Corp., and to exclude all merger and integration costs related to strategic transactions. A reconciliation of pro forma results 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. These forward-looking statements include statements about Windstream's ability to generate cash flows in future periods and to pay its current dividend, and these 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-

Exhibit 99(a)

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;

• the impact of new, emerging or competing technologies;

• the uncertainty regarding the implementation of the Federal Communications Commission's rules on intercarrier compensation, and the potential for the adoption of further rules by the FCC or Congress on intercarrier compensation and/or universal service reform proposals that result 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 certain operations where Windstream leases facilities from other carriers, adverse effects on the availability, quality of service and price of facilities and services provided by other carriers on which Windstream's 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;

• continued access line loss;

• 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 or a significant change in the discount rate; and

• those additional factors under the caption “Risk Factors” in Windstream's Form 10-K for the year ended Dec. 31, 2011, 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.

-end-

Media Contact:

David Avery, 501-748-5876

David.avery@windstream.com

Investor Contact:

Mary Michaels, 501-748-7578

mary.michaels@windstream.com

Exhibit 99(a)

WINDSTREAM CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per share amounts)	THREE MONTHS ENDED
							Increase
	March 31,			March 31,			(Decrease)
	2012			2011			Amount			%
UNDER GAAP: (A)
Revenues and sales:
Service revenues	$	1,488.4		$	996.5		$	491.9		49
Product sales	56.8			26.5			30.3			114
Total revenues and sales	1,545.2			1,023.0			522.2			51
Costs and expenses:
Cost of services (exclusive of depreciation and amortization included below)	657.9			361.0			296.9			82
Cost of products sold	44.9			20.1			24.8			123
Selling, general, and administrative	254.4			135.8			118.6			87
Depreciation and amortization	312.1			205.2			106.9			52
Merger, integration and restructuring costs	23.2			9.0			14.2			158
Total costs and expenses	1,292.5			731.1			561.4			77
Operating income	252.7			291.9			(39.2		)	(13	)
Other income, net	6.6			2.6			4.0			154
Gain (loss) on early extinguishment of debt	1.9			(101.4		)	103.3			(102	)
Interest expense	(156.5		)	(146.5		)	(10.0		)	(7	)
Income from continuing operations before income taxes	104.7			46.6			58.1			125
Income taxes	40.0			17.2			22.8			133
Income from continuing operations	64.7			29.4			35.3			120
Discontinued operations, net of tax	(0.1		)	—			(0.1		)	(100	)
Net income	$	64.6		$	29.4		$	35.2		120
Weighted average common shares	583.7			502.7			81.0			16
Common stock outstanding	588.3			510.0			78.3			15
Basic and diluted earnings per share:
Net income		$.11			$.06			$.05		83
PRO FORMA RESULTS OF OPERATIONS (B):
Revenues and sales	$	1,545.2		$	1,553.2		$	(8.0	)	(1	)
OIBDA (C)	$	587.1		$	596.4		$	(9.3	)	(2	)
Adjusted OIBDA (D)	$	594.3		$	604.2		$	(9.9	)	(2	)
Capital expenditures	$	226.1		$	206.5		$	19.6		9

(A)	Effective during the fourth quarter of 2011, we changed our method of accounting for pension benefits. We have retrospectively adjusted financial information to reflect our voluntary change in accounting principle for pension benefits. We have elected to revise historical results for certain previously unrecorded immaterial errors. We concluded that the effects, individually and in the aggregate, are immaterial to the unaudited quarterly financial information. Additionally, certain prior year revenues and expenses were reclassified to reflect the current presentation and these changes had no impact on operating income.
(B)	Pro forma results adjusts results of operations under GAAP to include the acquisition of PAETEC Holding Corp ("PAETEC"), and to exclude all merger and integration costs related to strategic transactions. PAETEC results include results from companies acquired by PAETEC for periods prior to those acquisitions and excludes the results of operations of the energy business acquired as part of PAETEC. For further details on these adjustments, see the Notes to Unaudited Reconciliation of Revenues and Sales, Operating Income and Capital Expenditures Under GAAP to Pro Forma Revenues and Sales, Pro Forma Adjusted OIBDA and Pro Forma Capital Expenditures.
(C)	OIBDA is operating income before depreciation and amortization.
(D)	Adjusted OIBDA adjusts OIBDA for the impact of restructuring charges, pension expense and stock-based compensation. For further details on these adjustments, see the Notes to Unaudited Reconciliation of Revenues and Sales, Operating Income and Capital Expenditures Under GAAP to Pro Forma Revenues and Sales, Pro Forma Adjusted OIBDA and Pro Forma Capital Expenditures.

1

Exhibit 99(a)

WINDSTREAM CORPORATION
UNAUDITED CONSOLIDATED BALANCE SHEETS UNDER GAAP
(In millions)
ASSETS					LIABILITIES AND SHAREHOLDERS' EQUITY
	March 31,		December 31,			March 31,		December 31,
	2012		2011			2012		2011
CURRENT ASSETS:					CURRENT LIABILITIES:
Cash and cash equivalents	$	64.2	$	227.0	Current maturities of long-term debt
Restricted cash	25.6		21.7		and capital lease obligations	$	66.1	$	213.7
Accounts receivable (less allowance for					Current portion of interest rate swaps	31.3		30.5
doubtful accounts of $28.9 and					Accounts payable	330.3		296.0
$29.9, respectively)	603.9		657.4		Advance payments and customer deposits	217.2		240.4
Income tax receivable	3.0		124.1		Accrued dividends	147.9		148.0
Inventories	68.2		76.5		Accrued taxes	103.3		117.9
Deferred income taxes	183.5		232.1		Accrued interest	179.1		161.8
Prepaid income taxes	13.6		15.3		Other current liabilities	204.9		251.2
Prepaid expenses and other	164.3		102.9
Assets held for sale	6.5		61.4		Total current liabilities	1,280.1		1,459.5
Total current assets	1,132.8		1,518.4
					Long-term debt and capital lease obligations	8,788.0		8,936.7
Goodwill	4,357.0		4,301.7		Deferred income taxes	1,841.6		1,851.5
Other intangibles, net	2,590.2		2,685.3		Other liabilities	630.6		646.3
Net property, plant and equipment	5,718.2		5,708.1		Total liabilities	12,540.3		12,894.0
Other assets	168.2		178.6
					SHAREHOLDERS' EQUITY:
					Common stock	0.1		0.1
					Additional paid-in capital	1,419.4		1,496.1
					Accumulated other comprehensive income	6.6		1.9
					Retained earnings	—		—
					Total shareholders' equity	1,426.1		1,498.1
					TOTAL LIABILITIES AND
TOTAL ASSETS	$	13,966.4	$	14,392.1	SHAREHOLDERS' EQUITY	$	13,966.4	$	14,392.1

2

Exhibit 99(a)

WINDSTREAM CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS UNDER GAAP
(In millions)
	THREE MONTHS ENDED
	March 31,			March 31,
	2012			2011
Cash Provided from Operations:
Net income	$	64.6		$	29.4
Adjustments to reconcile net income to net cash provided from operations:
Depreciation and amortization	312.1			205.2
Provision for doubtful accounts	14.7			7.9
Stock-based compensation expense	7.4			5.3
Pension benefit	(1.1		)	(0.3		)
Deferred income taxes	35.8			52.2
Unamortized net (premium) discount on retired debt	(16.2		)	12.5
Amortization of unrealized losses on de-designated interest rate swaps	11.1			13.1
Other, net	(12.0		)	3.2
Changes in operating assets and liabilities, net:
Accounts receivable	(9.9		)	(7.7		)
Income tax receivable	121.1			—
Prepaid income taxes	1.7			(20.6		)
Prepaid expenses and other	(56.9		)	(20.2		)
Accounts payable	22.8			18.9
Accrued interest	10.0			(75.5		)
Accrued taxes	(14.7		)	(5.8		)
Other current liabilities	(42.3		)	(15.7		)
Other liabilities	(9.2		)	(2.3		)
Other, net	(0.2		)	12.7
Net cash provided from operations	438.8			212.3
Cash Flows from Investing Activities:
Additions to property, plant and equipment	(226.1		)	(158.5		)
Broadband network expansion funded by stimulus grants	(12.0		)	(0.6		)
Changes in restricted cash	(3.9		)	(7.0		)
Grant funds received for broadband stimulus	6.7			—
Disposition of wireless assets	57.0			—
Other, net	2.6			0.2
Net cash used in investing activities	(175.7		)	(165.9		)
Cash Flows from Financing Activities:
Dividends paid on common shares	(146.5		)	(125.9		)
Repayment of debt	(774.4		)	(2,052.7		)
Proceeds of debt issuance	505.0			2,137.0
Debt issuance costs	(2.2		)	(19.7		)
Other, net	(7.8		)	8.4
Net cash used in financing activities	(425.9		)	(52.9		)
Decrease in cash and cash equivalents	(162.8		)	(6.5		)
Cash and Cash Equivalents:
Beginning of period	227.0			42.3
End of period	$	64.2		$	35.8

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Exhibit 99(a)

WINDSTREAM CORPORATION
UNAUDITED RECONCILIATION OF REVENUES AND SALES, OPERATING INCOME AND CAPITAL EXPENDITURES UNDER GAAP TO PRO FORMA (A)
REVENUES AND SALES, PRO FORMA ADJUSTED OIBDA AND PRO FORMA CAPITAL EXPENDITURES (NON-GAAP)
(In millions)
			THREE MONTHS ENDED
			March 31,			March 31,
			2012			2011
	Revenues and sales under GAAP		$	1,545.2		$	1,023.0
	Pro forma adjustments:
	PAETEC revenues and sales prior to acquisition	(B)	—			531.7
	Elimination of Windstream revenues from PAETEC prior to acquisition	(C)	—			(1.5		)
	Pro forma revenues and sales		$	1,545.2		$	1,553.2
	Operating income from continuing operations under GAAP		$	252.7		$	291.9
	Pro forma adjustments:
	PAETEC pre-acquisition operating income, excluding M&I costs	(B)	—			26.7
	PAETEC intangible asset amortization adjustment	(D)	—			(18.6		)
	M&I costs	(E)	22.3			8.9
	Pro forma operating income		275.0			308.9
	Depreciation and amortization expense	(E)	312.1			205.2
	PAETEC pre-acquisition depreciation and amortization expense	(F)	—			82.3
	Pro forma OIBDA		587.1			596.4
	Other adjustments:
	Pension benefit	(E)	(1.1		)	(0.2		)
	Restructuring charges	(E)	0.9			0.1
	Stock-based compensation	(E)	7.4			5.3
	Stock-based compensation of PAETEC prior to acquisition	(B)	—			2.6
	Pro forma adjusted OIBDA		$	594.3		$	604.2

(A)	Pro forma results adjusts results of operations under GAAP to exclude PAETEC, and to exclude M&I costs related to strategic transactions.
(B)	To reflect the pre-acquisition operating results of PAETEC, adjusted to exclude M&I costs.
(C)	To reflect the pre-acquisition elimination of Windstream revenues from entities acquired from PAETEC.
(D)	To reflect intangible asset amortization of PAETEC, as if the acquisitions had been consummated at the beginning of the periods presented.
(E)	Represents applicable expense as reported under GAAP.
(F)	Represents depreciation and amortization of PAETEC, as adjusted in note (D).

4

Exhibit 99(a)

WINDSTREAM CORPORATION
UNAUDITED RECONCILIATION OF REVENUES AND SALES, OPERATING INCOME AND CAPITAL EXPENDITURES UNDER GAAP TO PRO FORMA (A)
REVENUES AND SALES, PRO FORMA ADJUSTED OIBDA AND PRO FORMA CAPITAL EXPENDITURES (NON-GAAP)
(In millions)
			THREE MONTHS ENDED
			March 31,		March 31,
			2012		2011
	Capital expenditures under GAAP		$	226.1	$	158.5
	Pro forma adjustments:
	PAETEC capital expenditures prior to acquisition	(B)	—		48.0
	Pro forma capital expenditures		$	226.1	$	206.5

(A)	Pro forma results adjusts results of operations under GAAP to exclude PAETEC, and to exclude M&I costs related to strategic transactions.
(B)	To reflect the pre-acquisition operating results of PAETEC, adjusted to exclude M&I costs.

5

Exhibit 99(a)

WINDSTREAM CORPORATION

NOTES TO UNAUDITED RECONCILIATION OF REVENUES AND SALES, OPERATING INCOME AND CAPITAL EXPENDITURES UNDER GAAP TO PRO FORMA

REVENUES AND SALES, PRO FORMA ADJUSTED OIBDA AND PRO FORMA CAPITAL EXPENDITURES

Windstream Corporation ("we," "us" or "our") has entered into various transactions, including the acquisition of PAETEC Holding Corp ("PAETEC"), that may cause results reported under Generally Accepted Accounting Principles in the United States ("GAAP") to be not necessarily indicative of future results. On November 30, 2011, we completed the acquisition of PAETEC in an all-stock transaction valued at approximately $2.4 billion. PAETEC shareholders received 0.460 shares of our stock for each PAETEC share owned at closing. We issued 70.0 million shares and assumed equity awards shares for a total transaction value of $842.0 million, based on our closing stock price on November 30, 2011, and the fair value of the equity awards assumed. We also assumed PAETEC's debt, net of cash acquired, of approximately $1,591.3 million, which includes a net premium of $113.9 million based on the fair value of the debt on November 30, 2011 and bank debt of $99.5 million that was repaid on December 1, 2011.

As disclosed in our Form 8-K furnished on May 10, 2012, we have presented in this package unaudited pro forma results, which includes results from PAETEC for periods prior to the acquisition and excludes all merger and integration costs resulting from the completed transactions discussed above. PAETEC results include results from companies acquired by PAETEC for periods prior to those acquisitions and excludes the results of operations of the energy business acquired as part of PAETEC, which has been classified as discontinued operations. In addition to pro forma adjustments, we have presented certain measures of our operating performance, excluding the impact of restructuring charges, pension and stock-based compensation. We have made certain reclassifications and revisions to prior periods to conform with the current presentation.

Our purpose for including the results of the acquired businesses and for excluding non-recurring items, the results of the disposed operations, restructuring charges, pension and stock-based compensation is to improve the comparability of results of operations for the three month periods ended March 31,2012, to the results of operations for the same periods of 2011 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 our current businesses. We use pro forma results, including pro forma revenues and sales, pro forma OIBDA , pro forma adjusted OIBDA, pro forma capital expenditures and adjusted free cash flow as key measures of the operational performance of our business. Our management, including the chief operating decision-maker, consistently uses these measures for internal reporting and the evaluation of business objectives, opportunities and performance.

We claim 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, statements about expected levels of support from universal service funds or other government programs, expected rates of loss of voice lines or intercarrier compensation, expected increases in high-speed Internet and business data connections, our expected ability to fund operations, expected required contributions to our pension plan, capital expenditures and certain debt maturities from cash flows from operations, expected synergies and other benefits from completed acquisitions, expected effective federal income tax rates and forecasted capital expenditure amounts. These and other forward-looking statements include statements about our ability to generate cash flows in future periods and to pay our current dividend, and these statements are based on estimates, projections, beliefs, and assumptions that we believe are reasonable but are not guarantees of future events and results. Our actual future events and results 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 us; the extent, timing and overall effects of competition in the communications business; the impact of new, emerging or competing technologies; the uncertainty regarding the implementation of the Federal Communications Commission's ("FCC") rules on intercarrier compensation, and the potential for the adoption of further rules by the FCC or Congress on intercarrier compensation and/or universal service reform proposals that result in a significant loss of revenue to us; the risks associated with the integration of acquired businesses or the ability to realize anticipated synergies, cost savings and growth opportunities; for certain operations where we lease facilities from other carriers, adverse effects on the availability, quality of service and price of facilities and services provided by other carriers on which our services depend; the availability and cost of financing in the corporate debt markets; the potential for adverse changes in the ratings given to our 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; continued access line loss; unfavorable 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 or a significant change in the discount rate; and those additional factors under the caption “Risk Factors” in our Form 10-K for the year ended December 31, 2011.

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. We undertake 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 our 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 our future results included in our filings with the Securities and Exchange Commission at www.sec.gov.

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