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WIN > SEC Filings for WIN > Form 8-K on 8-Nov-2012All Recent SEC Filings

Show all filings for WINDSTREAM CORP



Results of Operations and Financial Condition, Financial Statements and Exhibits

Item 2.02 Results of Operations and Financial Condition.
On November 8, 2012, Windstream Corporation ("Windstream" or the "Company") issued a press release announcing the Company's third 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. On November 30, 2011, Windstream completed the acquisition of PAETEC Holding Corp ("PAETEC"). This transaction may cause results reported under GAAP to be not necessarily indicative of future results.
The unaudited consolidated results from current businesses presented on a pro forma basis include preacquisition results of operations of acquired businesses for completed acquisitions and exclude merger and integration costs associated with the transaction when compared to measures prepared in accordance with GAAP. 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. Adjusted capital
             expenditures are defined as capital expenditures, less integration
             capital expenditures.

            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.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

Number          Description

Exhibit 99(a)   Windstream Press Release dated November 8, 2012

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