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*	No reportable information under this item.

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(a)	Customer lists are being amortized using the sum-of-years digit methodology over an estimated useful life of ten years.

(b)	Trade names are amortized on a straight-line basis over an estimated useful life of one year. Other intangibles, which includes internally developed software, are amortized on a straight-line basis over an estimated useful life of three years.

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(a)	During the first quarter of 2012, we suspended and modified certain PAETEC wholesale products, which represented approximately $10.4 million in revenue recognized in the first half of 2012 that we do not expect to recur.

(b)	Supplemental pro forma revenues for the six month period ended June 30, 2011 include approximately $37.0 million of revenue related to certain PAETEC wholesale products that have been suspended and modified.

(a)	Adjustments to the carrying value of PAETEC's goodwill were attributable to adjustments in the fair values of assets acquired and liabilities assumed in the acquisition, as previously discussed in Note 3.

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(a)	Changes in the gross cost of customer lists and other intangible assets were associated with the acquisition of PAETEC, as previously discussed in Note 3.

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(a)	Included as a component of other comprehensive income and will be reclassified into earnings as the hedged transaction affects earnings.

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(a)	Recognized at fair value in cash and cash equivalents in the accompanying consolidated balance sheets as of June 30, 2012 and December 31, 2011.

(b)	Recognized at carrying value of $8,819.2 million and $9,099.2 million in long-term debt, including current maturities and excluding capital lease obligations, in the accompanying consolidated balance sheets as of June 30, 2012 and December 31, 2011, respectively.

(c)	Recognized at fair value in current portion of interest rate swaps and other liabilities in the accompanying consolidated balance sheets as of June 30, 2012 and December 31, 2011.

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(a)

Transaction costs incurred during the first half of 2012 primarily relate to accounting, legal, broker fees and other miscellaneous costs associated with the acquisition of PAETEC. During the first half of 2011, we incurred acquisition-related costs for accounting, legal, broker fees and other miscellaneous costs associated with the acquisitions of NuVox, Iowa Telecom, Q-Comm and Hosted Solutions. These costs are considered indirect or general and are expensed when incurred.

(b)	Employee related transition costs during the first half of 2012 primarily consists of severance related to the integration of PAETEC. During the first half of 2011, we incurred employee transition costs, primarily severance-related, for NuVox, Iowa Telecom, Q-Comm and Hosted Solutions, respectively.

(c)	Signage, rebranding and other costs includes signage, rebranding, lease termination, consulting fees associated with integration activities and other integration related expenses.

(d)	Restructuring charges primarily related to the restructuring announcement made on May 31, 2012. See previous discussion.

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(a)	Represents restricted stock granted to non-employee directors.

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•	continued activities around the integration of PAETEC, which turned us into a national provider of business services and included an attractive customer base of medium and large businesses and significantly enhanced our capabilities in strategic growth areas, including IP based services, cloud computing and managed services;

•	continued focus on revenue growth opportunities in our business service areas;

•	made significant success-based capital investments in our fiber network, designed to accommodate network capacity requirements for wireless carriers as a result of growing wireless data usage;

•	announced the review of our management structure to increase the efficiency of decision-making and position ourselves for continued success, where approximately 350-375 management positions are expected to be eliminated, resulting in annualized savings of approximately $30.0 to $40.0 million;

•	declared dividend of 25 cents for 25th consecutive quarter since our formation

•	announced the launch of Merge, our new high-speed Internet and streaming entertainment service, which allows consumers to customize their entertainment experience with high-speed access to their specific programming choices from the Internet directly to their television;

•	opened our new data center in Little Rock, Arkansas, a state-of-the-art data center facility, which is designed to meet the growing business demand for cloud-based and dedicated managed services and underscores our commitment to our growing business customer base nationwide;

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•	suspended and modified certain wholesale products that were a part of the PAETEC portfolio, which represented approximately $10.4 million in revenue recognized during the first half of 2012 that we do not expect to recur;

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paid off all $300.0 million of the PAETEC 2015 Notes, resulting in lower future interest costs and amended and restated our existing senior secured credit facilities to provide for the incurrence of $280.0 million of additional term loans, extended the maturity of existing term loans and increased secured debt capacity to 2.25 times adjusted Operating Income before Depreciation and Amortization ("OIBDA"), as defined per the credit facility; and

•	implemented new depreciation rates for certain subsidiaries, resulting in a net increase to depreciation expense of $30.2 million for the six month period ended June 30, 2012.

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•	adds an attractive base of medium-to large-sized business customers;

•	expands our existing business service offerings;

•	provides opportunities for approximately $100.0 million in pre-tax operating cost and $10.0 million in capital synergies;

•	creates a nationwide fiber network, adding 36,700 fiber miles; and

•	adds seven data centers.

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(a)

Results from operations include post-acquisition results from the former PAETEC operations. In the discussion and analysis provided below regarding changes in consolidated revenues and expenses in 2012, the impact of this acquisition on these changes is considered to be the revenues and expenses recognized during the period of each year for which results from the acquired operations are not included in the comparative period of the prior year.

(b)

Effective during the fourth quarter of 2011, we changed our method of recognizing actuarial gains and losses for pension benefits. We have retrospectively adjusted financial information for prior periods presented to reflect our voluntary change in accounting principle for pension benefits. We 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. See Notes 2 and 8 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2011.

(c)	Certain prior year amounts have been reclassified to conform to the current year financial statement presentation. These reclassifications did not impact net or comprehensive income.

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(a)	Increases in data and integrated services revenues were primarily due to demand for advanced data services and customer migration to our integrated voice and data services, previously discussed.

(b)	Increases in carrier revenues, which primarily represent monthly recurring charges for dedicated circuits, were attributable to strong demand from wireless and other carriers, previously discussed.

(c)	Increases in data centers and managed services revenues, which primarily represent data center and colocation revenues, were due to increased demand and incremental sales, as well as new data centers.

(d)	Decreases in traditional voice service revenues were primarily attributable to competition and migration of existing customers to integrated services and bundled offerings.

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(a)	Increases in high-speed Internet revenues were primarily due to the increase in high-speed Internet customers, continued migration to higher speeds and increased sales of value added services, as previously discussed.

(b)	Decreases in voice service revenues were primarily attributable to declines in voice lines.

(a)	During the first quarter of 2012, we suspended and modified certain PAETEC wholesale products, which represented approximately $10.4 million in revenue recognized during the first half of 2012.

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(b)

Increases in federal USF revenues resulted from increases in USF surcharge revenues, driven by an increase in the USF contribution factor from 14.9 percent to 17.4 percent. The changes to the USF surcharge revenues resulted in a proportionate change in federal USF expense included in cost of services below. These increases were partially offset by decreases in federal funds received and line loss.

(c)	Decreases in switched access revenues were primarily due to continued declines in voice lines, as well as the impact of intercarrier compensation reform.

(a)	Increases in contractor sales were primarily due to increased sales of outside plant materials.

(b)	Increases of consumer product sales were driven by increased sales for home networking and customer premise equipment.

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(a)	Increases in interconnection expense were attributable to increased purchases of circuits, including circuits to service the growth in data customers, as well as higher capacity circuits to service existing customers and increase the transport capacity of our network, partially offset by the favorable impact of network efficiency projects and rate reductions.

(b)	Increases in third-party costs were due to increases in charges incurred to provide third-party services to customers and charges incurred to provide voice features and value added data services to customers.

(c)	Increases in federal USF contributions were proportionate to increases in federal USF surcharge revenues, driven by an increase in the USF contribution factors from 14.9 percent and 17.4 percent for the six month periods ended June 30, 2011 and 2012, respectively.

(d)	Decreases in network operations and other expenses were due to incremental internal labor charged to capital projects as a result of increased capital spend and activity.

(e)	Decreases in postretirement and pension expense were primarily driven by the recognition of a curtailment gain due to an amendment of postretirement benefit plans to eliminate all benefits for certain current retirees, further explained in Note 8, and partially offset by an increase in pension expense due to a decrease in the discount rate from 5.31 percent to 4.64 percent.

(a)	Increases in contractor cost of products sold were consistent with the changes in contractor sales.

(b)	Increases in consumer costs of products sold were driven by the increase in sales, driven by higher customer broadband additions as compared to the same period in the prior year.

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(a)	Increases in medical insurance expenses were primarily due to increases in medical claims and related costs.

(b)	Decreases in postretirement and pension expense were primarily driven by the recognition of a curtailment gain due to an amendment of postretirement benefit plans to eliminate all benefits for certain participants, further explained in Note 8, and partially offset by an increase in pension expense due to a decrease in the discount rate from 5.31 percent to 4.64 percent.

(c)	Decreases in sales and marketing expenses were due to lower compensation costs for the business channel and decreased advertising expenses.

(a)	Increases in depreciation expense were primarily due to additions in property, plant and equipment. Additionally, we implemented new depreciation rates beginning in the first half of 2012 for certain subsidiaries, which resulted in a net increase to depreciation expense of $30.2 million for the six month period ended June 30, 2012. See Note 2 to the consolidated financial statements.

(b)	Decreases in amortization expense were due to the use of accelerated amortization methods.

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(a)	Transaction costs incurred during the first quarter of 2012 primarily relate to accounting, legal, broker fees and other miscellaneous costs associated with the acquisition of PAETEC. These costs are considered indirect or general and are expensed when incurred.

(b)	Employee related transition costs during the first quarter of 2012 primarily consists of severance related to the integration of PAETEC.

(c)	Signage, rebranding and other costs includes signage, rebranding, lease termination, consulting fees associated with integration activities and other integration related expenses.

(d)	Restructuring charges primarily related to the restructuring announcement made on May 31, 2012. See previous discussion.

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(a)	This increase for the six month period ended June 30, 2012 was primarily due to the sale of wireless assets associated with Iowa Telecom and D&E Communications, Inc. ("D&E"). See Note 2 to the consolidated financial statements.

(b)	This decrease in expense was due to a charge to earnings related ineffectiveness of our cash flow hedges during the three and six month periods ended June 30, 2011.

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•	the elimination of terminating switched access rates and other per-minute terminating charges between service providers by 2018, through annual reductions in the rates; and

•	the provision of USF support for voice and broadband services.

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(a)	Stimulus capital expenditures funded by Windstream are included in our capital expenditure totals for each period presented in the statements of cash flows.

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(a)	Adjustments required by the credit facility and indentures primarily consist of the inclusion of PAETEC's preacquisition operating income before depreciation and amortization, pension and share-based compensation expense and non-recurring merger, integration and restructuring charges.

(b)	The gross leverage ratio is computed by dividing total debt by adjusted EBITDA.

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(c)	Adjustments required by the credit facility and indentures primarily consist of the inclusion of interest expense related to the remaining debt assumed in connection with the acquisition of PAETEC as if it were assumed on January 1, 2011, capitalized interest and amortization of the discount on long-term debt, net of premiums.

(d)	The interest coverage ratio is computed by dividing adjusted EBITDA by adjusted interest expense.

(a)	Excludes $71.0 million of unamortized premiums (net of discounts) included in long-term debt at June 30, 2012.

(b)	Variable rates on tranches A and B of the senior secured credit facility are calculated in relation to LIBOR, which was 0.47 percent at June 30, 2012.

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(a)	OIBDA is defined as operating income plus depreciation and amortization expense. Management believes this measure provides investors with insight into the core earnings capacity of providing communications and technology services to its customers.

•	Balance Sheet Offsetting (first quarter of 2013)

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•	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 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 by our employees or employees of other communications companies on whom we rely for service;

•	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 "Risk Factors" in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2011, and in subsequent filings with the Securities and Exchange Commission at www.sec.gov.

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(a)	Evaluation of disclosure controls and procedures.

(b)	Changes in internal control over financial reporting.

1.	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

2.	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

3.	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

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