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Windstream Corporation (NASDAQ:WIN)

2012 Meeting of Stockholders

May 09, 2012 12:00 pm ET

Executives

Jeffery R. Gardner - Chief Executive Officer, President and Director

Unknown Executive -

Analysts

Unknown Analyst

Jeffery R. Gardner

Good afternoon, everyone, and thank you for coming to the 2012 meeting of our stockholders of Windstream Corporation. My name is Jeff Gardner, I am the President and Chief Executive Officer of Windstream, and I will serve as Chairman of today's meeting.

I now call this meeting to order and ask John Fletcher, our General Counsel and Corporate Secretary, to record the minutes of this meeting.

First, I would like to introduce the Board of Directors of Windstream. Please, if you would stand as I call your name. Dennis Foster, Chairman of the Board of Windstream and a Principal of Foster Thoroughbred Investments. Carol Armitage, a telecom consultant and Chairman of the Board of Scala Inc., a provider of digital signage and advertising management solutions. Sandy Beall, who is Chairman of the Board and Chief Executive Officer of Ruby Tuesday, Inc.; Skip Frantz is Chairman of Swyft Technology LLC, in Jacksonville, Florida and Chairman of Central Bank, Little Rock, Arkansas. Jeff Hinson, President of You+Media LLC; Judy Jones is a member of the Board of Directors of Lovelace Respiratory Research Institute and the Mind Research Network, and a former Vice President of the University of New Mexico; Bill Montgomery, a private investor; and Alan Wells, a partner with Financial Advisory Partners.

All of our directors are standing for election today.

I would also like to recognize some very special guests that we have in the audience today. Windstream has an employee recognition program called the Windstream President's Award that recognizes our highest performing employees. And we have almost 15,000 of them today, so this is a very select group. These people consistently exemplify the company's core values. Windstream's senior management team selects the recipients based on their job performance, interdepartmental involvement and community leadership. The 2012 class of honorees is with us today and it is my pleasure to recognize them at this time. Please stand as I call your name and remain standing. And for others in the room, if you feel the need to give applause, please wait till all the honorees have been introduced, and I'm sure we will.

So let me start with Tony Anderson, Senior Engineer, Network Operations, Lincoln, Nebraska; Miranda Armstrong, Senior Analyst, Finance, Escalations Little Rock, Arkansas; Greg Avery, Customer Service Technician, Muncy, Pennsylvania; Molly Tuning, Executive Customer Resolutions Supervisor, Charlotte, North Carolina; Jenny Crawford, Service Delivery, Greenville, South Carolina; Scott Hamilton, Senior Engineer, Outside Plant Planning, Broken Arrow, Oklahoma; Jodi Levin, Analyst II, Field Operations in Twinsburg, Ohio; Joe Nieman, Project Manager II, Lincoln, Nebraska; Robert Parent, Manager, Local Operations, Atlanta, Georgia; Dan Powell, Engineer II from Evansville Indiana; Scott Talent, Software Services Manager from Export, Pennsylvania; Lewis Trujillo, Business Systems Technician from St. Louis, Missouri; Donnie Willis, Customer Service Tech, Berryville, Arkansas; Nicole Winters, Real Estate Paralegal, Little Rock, Arkansas; and Jeff Sauer, Manager, Local Operations, Lincoln, Nebraska. Let's give them all some applause. Thank you all. You may be seated.

On behalf of our board, stockholders and fellow employees, thank you for your outstanding efforts, I look forward to our dinner and our program this evening where we'll be presenting you with your awards. It's going to be great fun and it's really an honor to have you at this important meeting today. And it really gives you an idea of the diversity of Windstream. When you think about all the different places these folks are from, we're in 48 states today and very well represented in this class.

We will now turn to the business of today's meeting. We will take up the business of this meeting in accordance with the agenda that was available outside the meeting room, this morning, and the rules and procedures included in the agenda.

A list of all Windstream registered stockholders entitled to vote at this meeting is available for inspection at the back of the room by any stockholder during the meeting. Windstream's transfer agent, Computershare Investor Services has a certified stockholder list. We have with us today, Fred Papenmeier with Computershare. Mr. Papenmeier is in the back of the room and I'd like to ask him to please stand for a moment and be recognized. Thank you, Mr. Papenmeier. Mr. Papenmeier has been appointed to act as the inspector of today's election.

I would ask the inspector of election to state whether a quorum is present.

Unknown Executive

Mr. Chairman, we have 509,836,001 shares present in this meeting in person or by proxy, which represent 86.67% of the shares outstanding and entitled to vote. Accordingly, under Windstream's bylaws, a quorum is present.

Jeffery R. Gardner

Very good, thank you. The corporate secretary will now certify that all voting stockholders were notified of today's meeting.

Unknown Executive

Mr. Chairman, I certify that a written notice of this meeting was distributed beginning at March 27, 2012, to all stockholders entitled to vote. The notice contained instructions on how to access Windstream's 2011 annual report and proxy statement and how to vote. The notice and proxy materials will be entered into the minutes of the meeting.

Jeffery R. Gardner

Thank you. The polls were open for each matter, upon which stockholders will vote at this meeting beginning on March 27, 2011. Anyone present at this meeting, who is entitled to vote and desires to vote in person, should submit his or her name and ballot to the inspector of election at this time. If you are voting by proxy for another stockholder, you will also need to submit the proxy along with your ballot. Only stockholders who own shares as of March 15, 2012, and who have not submitted a proxy or who wish to change their vote, previously submitted, should vote today. If you desire to vote today, please raise your hand at this time and someone will bring you a ballot. Also, if you are a stockholder and you would like to ask a question during the question-and-answer session at the end of this meeting, please make sure to sign up for that purpose so that we can recognize you during the question-and-answer session. If you have not already signed up and wish to ask a question, please raise your hand and someone will get you on that list.

Before we get into the rest of the business today, I would just like to take you through a bit of an update about Windstream and how we're doing as a company.

Many of you have been investors in this company for a long time. We've been on a journey to transform what started out as a local exchange company into a business that could grow the top line and really be more enterprise-focused going forward. And so through 2006, when we started, we were a traditional ILEC, very focusing on consumer voice and broadband. This transformation occurred not only through acquisitions but also through tremendous refocus, internally, within our business. And I'm really proud to see -- when you look at our results, you can see that we're really executing on this strategy today. We're in very good shape in terms of 2012. When we look at the numbers in a moment, you can see that we've significantly changed the financial trajectory of Windstream.

Here's what we look like today. Windstream is now a Fortune 500 company. We've grown quite a bit over the last 5 years and we're a very profitable company, with pro forma revenue of $6.2 billion. Improving revenue mix. Almost 70% of our revenue, today, comes from areas of our business that are growing. And for our investors who are interested in the dividend, which is most to all, that's very important, because we have a good story. Not only are we paying a dividend but we're building a business that is staged to grow. Our investments have also improved our network. We're one of the most sophisticated telecom companies in the country. One of the best networks. We have over 100,000 route-miles of fiber throughout the U.S. And as I said, earlier today, we are in 48 states. So we have a national reach. In addition, we're very proud of the fact -- despite the fact that many of our markets are in very rural areas, in our Local Exchange business, we've invested heavily and we get to many of our broadband customers. 93% of the customers that live in Windstream territories are able to get broadband service. That's one of the highest rates in the country and we're very proud of that. We have very high penetration, and it's going to grow from there. So well-positioned. This map really says everything about the future of Windstream. We are a national player. We're a Fortune 500 company, selling to Fortune 500 companies. You can see we have fiber everywhere, we have salespeople everywhere in this country and we're a force to be reckoned with, even when competing with some of the biggest telecom companies in the country.

What we're trying to do, from an investor standpoint, it's not a very complicated business strategy, and our board has been very clear on that. We want to improve our revenue trends. We want to get back to growth. We've been working on this for 5 years. If you listened to our fourth quarter call, you would have noticed that we grew both revenue and OIBDA. It really just shows the progress that we're making. But that has been a very big goal of ours. Each of the acquisitions that we've made over the last 6 months has been with that in mind. How can we increase the revenue growth of this company. The other thing that I think we do better than anyone in the country is disciplined expense management. This has been a core competency of ours for a long time. We have some of the best margins in the country and I think that -- I'll show you a slide in a minute that says, even with our acquisition, that will continue. And we've done a few acquisitions and not because we just want to get bigger. I don't think shareholders care about how big we are, they care about what kind of returns we earn, and are we a growing company. And so when you think about Windstream and the acquisitions that we've done, they've been new very carefully thought out. Each of these companies, we went out and looked for companies that we thought best fit our profile in terms of the company we aspire to become to.

In terms of what is done, strategy does work at companies. I mean you hear a lot about companies talking about strategies, et cetera. The real proof is in are you really driving change in your business and is your business healthy.

Just a couple of things that I want to point out. Business in broadband was 38% of our business in 2007 that's grown to 67%. Our residential business has changed from 34% to 20%. Our switched access in USF, which has really wholesale revenue, has gone down. And so essentially what you see there is what I said earlier. The parts of our business that are growing, we're investing in, and they're really changing the results. If you look on the other side of the slide, look at our revenue trend in 2009, it was at minus 5%, it improved to minus 0.2% in 2010 and minus 0.3% in, 2011. We are making progress, our strategy is working.

This just shows our margins. Despite the fact that we've done 9 acquisitions and we've been going through a tremendous change within our business, we've not ever let that distract us from financial performance. And I think that's been a real strong point with our investors. When they tell us what they like about our company, it's we've undertaken some very ambitious plans but we've never lost sight of the bottom line. And we've done that by managing our deals very effectively. I talked about our network earlier and we just have a real organizational discipline around expense management.

Here are some of the companies that we purchased. There's 9 up there. We got Valor, CT Communications, I won't read through them all but I'll point out a few deals that we did in 2010 because they are incredibly strategically important.

NuVox was the first enterprise basing business that we acquired. It's been a tremendous success. It's based in Greenville, South Carolina. Many of our best people from NuVox still work at Windstream today. We kept their -- when we ever we do a deal, we try to improve our management team by keeping the most talented people. We bought Iowa Telecom in 2010, really one of the most significant telecom companies in Iowa with a great business and great cash flow. We also bought Hosted Solutions, which we believe is the best -- was the best and now is the best, it's ours now, cloud computing company in the country. When you talk about people -- when you talk about telecom today, you can't read anything without reading about the cloud. And we have some of the best cloud facilities, the best cloud management team in the industry. We just opened a very exciting 30,000 square foot cloud computing center. If you've driven down Chenal Parkway, if you're from here, here in Little Rock, Arkansas. We have 17 of these cloud computing centers across the country and they're state of the art, that business is going at about 16% to 18% a year. We bought a company called Q-Comm. We had a couple of winners here from the Q-Comm organization, a company based in Evansville, Indiana, that really provided us a lot of network across the country. If you remember back to the slide I showed you, Q-Comm was in the fiber optics business. They've done a great job and really helped us get into that business in a big way. And then in 2010, within our capstone deal. We bought a company called PAETEC, it's the largest transaction we ever did. We bought PAETEC because of their enterprise and marketing expertise. It's been a tremendously successful acquisition. It's going very well. And these deals have had a powerful impact on Windstream. And I think our investors understand that. They've expanded our free cash flow. They've added over $4.2 billion in revenues and they've advanced our strategy to be in the right businesses.

So as you think about those acquisitions, all of them -- really, the primary role there was to get focused on the right business and to accelerate our transformation. This is a slide that I showed Jim Cramer last quarter when I was on his Mad Money show. And he said, why in the world should people invest in Windstream, there are a lot of companies that pay high dividends. And I said, yes, that is true but there are a few that are showing the kinds of trends that we are, moving towards a growing business so that these dividends can be paid for a very, very long time. You can look at this slide and see Windstream 2011 revenue minus 0.2%; Verizon, a company you might have heard of, a little telecom company, minus 1.3%; AT&T a little bigger telecom company at minus 2.5%; CenturyLink, the company that bought Qwest at minus 3.8%; and Frontier at 7.2%. We're performing very differently, it's not by accident. It's about strategy, it is about execution by the people in this room today. And it's just not about revenue, because revenue without earnings don't really mean a lot. So if you look at the other side, the story holds up very nicely as well. We've done very well when you look at the others. So as we look at it, we're one of the top performing companies in the telecom space, and very profitable.

You can look at some of these numbers. $2.4 billion of operating income, $784 million in adjusted free cash flow, and something that I know all of you like, $510 million in dividends paid. We paid those dividends, interestingly enough, not just for one year but since 2006, through 9 acquisitions, we've paid -- we paid that dividend every year and we're in better shape than we've ever been to pay that dividend going forward.

2012 is a very, very important year at Windstream. Probably the most important year since we formed as a public company. We've got a complete, our integration of our acquisition, mostly focused on PAETEC but as shareholders, I want you to know that for the other 8 deals that we've done, they're essentially integrated, almost all of our focus now is on PAETEC and we've made great progress there. The sales team is completely integrated. We've already done a lot of the heavy lifting at PAETEC and we're going to make huge progress on that in 2012. We're going to invest for growth. In this business, our network matters, and we're making investments that I think will help us grow revenue in the future. This year, we're going to spend over $1 billion in capital improving our network for our customers. It's going to make us more effective. And we're going to continue to de-leverage our balance sheet. So through all of this, yes, we bought a lot of companies but we've always paid a lot of attention to our financial position and we continue to focus on our balance sheet. We're able to refinance much of our debt this year and de-leverage our balance sheet. So financially, we are very strong, in a great position, to move forward.

So here are some of the key investment highlights. We're in the right businesses. We're performing well, and we're generating strong cash flow. I think that's why you guys are investing in our company today.

And so thanks for listening to that. I thought it was important just to share a little bit -- some of you have seen that before, but there is a lot going on here and there's a lot of good things going on this company and we're really executing on a very thoughtful strategy that this board, and this management team, developed in 2006. This is precisely where we wanted to be. 2012 is now about delivering for the next 5 years. We've done well for our first 5 years but now we are focused going forward.

I'd now like to return to the order of today's meeting.

I will now turn to the voting items on today's agenda. We have 4 company proposals up for voting, and 2 stockholder proposals. The polls for each of those matters are now closed.

The first item of business is the election of 9 directors. All current directors are nominees and were elected at the 2011 annual meeting.

Will the inspector of elections please announce the results of the voting.

Unknown Executive

Mr. Chairman, each of the nominees has received the affirmative vote of over 94% of the total shares present in person and entitled to vote at this meeting.

Jeffery R. Gardner

Thank you. All the nominees have been elected directors at Windstream, to serve until the 2013 annual stockholder's meeting or until their successors have been elected and qualified.

The next item of business is to vote on a resolution to approve Windstream's performance incentive plan. The performance incentive plan was last approved by stockholders in 2007. We are submitting this plan, for approval again this year, in order to preserve the deductibility of our compensation for federal income tax purposes. Stockholders are not being asked to approve any amendment to the plan. Will the inspector of election now announce the results of the vote on this proposal?

Unknown Executive

The resolution to approve Windstream's performance incentive plan received the affirmative vote of over 94% of the total shares present in person or represented by proxy and entitled to vote at this meeting.

Jeffery R. Gardner

Thank you for that. Windstream's performance incentive plan have been approved by our shareholders.

The next item of business is a vote on the resolution to approve Windstream's executive compensation, which is sometimes referred to as say-on-pay.

Will the inspector of election announce the results on the vote on this proposal?

Unknown Executive

The resolution to approve Windstream's executive compensation received the affirmative vote of over 92% of the total shares present, in person, or represented by proxy or entitled to vote at this meeting.

Jeffery R. Gardner

Thank you. Windstream's executive compensation has been ratified and approved by the stockholders.

The next item of business is the ratification of the appointment of PricewaterhouseCoopers LLP as the independent auditors for the current fiscal year.

Although stockholder ratification of the Audit Committee selection of the independent auditor is not required, the Audit Committee will take into consideration the stockholders vote in the selection of an independent auditor for future periods. Tom Leonard, our partner with PricewaterhouseCoopers, is with us today. I'd like to ask him to stand for a moment and be recognized. Thank you, Tom.

Will the inspector of election now announce the results on the vote on the ratification of our external auditor?

Unknown Executive

The ratification of PricewaterhouseCoopers LLP as an independent auditors for the current fiscal year received the affirmative vote of over 98% of the total shares present in person or represented by proxy and entitled to vote at this meeting.

Jeffery R. Gardner

The appointment of PricewaterhouseCoopers as the Independent auditor for the current fiscal year has been ratified.

The next item of business is a stockholder proposal entitled Ban on Acceleration. Mr. Glen Johnson, representing the trust for the International Brotherhood of Electrical Workers' Pension Benefit Fund, will present the proposal within the 4-minute time period allotted for this presentation and set forth in their rules and procedures for this meeting.

Mr. Johnson?

Unknown Shareholder

Good morning, Mr. Chairman, members of the board and fellow shareholders. Again, my name is Glen Johnson, I'm here to present the shareholder proposal filed by the International Brotherhood of Electrical Workers Pension Benefit Fund. Their proposal can be found in Page 45 of your Proxy Statement. The proponent requests the board to adopt a policy that, in the event of a change in control, there shall be no acceleration in the vesting of an equity award to a senior executive. This policy will only apply to future awards and not awards where a contractual obligation currently exists. According to the company's 2011 Proxy Statement, if there had been a change in control on December 31, 2010, the company's CEO would have been eligible to receive about $36 million in severance and benefits, approximately $10 million of which would have represented fully accelerated restricted shares. Other senior executives would have received fully accelerated vesting of restricted shares towards between $1.4 million and a $3.4 million apiece. The IBEW is concerned that the company's current practices can disregard performance criteria upon a change control of the company and they can permit immediate acceleration of vesting of unearned equity awards. The objective of giving equity awards to company executives is to promote the long-term improvement in the company's performance and that link between pay and long-term performance can be severed when acceleration occurs. One reason given by the board in support of accelerated vesting is to keep their executives on the job after the announcement of a change in control event, such as the sale of the company. Payouts of executives would receive, due to acceleration, would motivate them to continue running the business and moving a sale transaction along to a conclusion. However, the sizable salaries that the company executives receive should be efficient motivation for them to stay on the job and perform those tasks. If you would agree with us that accelerated vesting of equity awards is not in the best interest of shareholders, please support our proposal. Thank you.

Jeffery R. Gardner

Thank you, Mr. Johnson.

That Windstream board has reviewed this proposal and has recommended that stockholders vote against it for several reasons, which I will now articulate.

First, we have designed our equity compensation program to address the concerns of this proposal, including a design feature, called double-trigger vesting. This means that no awards vest unless 2 events occurred. First, an acquisition of Windstream must close. The signing or shareholder approval of a deal is not enough. Second, the executive's employment must be terminated following the transaction. Additionally, we believe this proposal would create a conflict of interest that would incent management to avoid changing control transactions because they would forfeit a substantial portion of their annual compensation if the deal closes. We believe a well-designed compensation program should not discourage management to avoid transactions that are in the best interest of our stockholders, that is who we're working for. For these reasons, the Board of Directors has recommended that the stockholders vote against the stockholder proposal.

Will the inspector of election now announce the results of the vote on this proposal?

Unknown Executive

The stockholder proposal received the affirmative vote of less than 22% of the total shares present in person or represented by proxy and entitled to vote this meeting.

Jeffery R. Gardner

The stockholder proposal has not been approved.

The second stockholder proposal is entitled Transparency and Accountability in Corporate spending on Political Activity.

Mr. Bill Bates representing Communication Workers of America General Fund will present this proposal within the 4 minute time period allotted for this presentation that's set forth in the row. Mr. Bates?

Bill Bates

Good morning, I'm Bill Bates, National Telecom Director, Communication Workers of America. The Proposal 6, to have the company publicly disclose political campaign contributions on its website, along with a policy detailing management and board oversight of those contributions. According to the Center of Political Accountability, since 2006 Windstream has made approximately $191,000 in contributions, including $59,000 in 2010 and $54,000 in 2008. The company does not currently disclose these contributions in one location on its website, and Windstream does not have a publicly disclosed policy naming the executives who have oversight responsibility. The 2010 Supreme Court decision in Citizens United, established that a government cannot restrict political spending by corporations, a decision that may encourage a significant increase in political contributions by corporations and underlines the importance of transparency and accountability in this area. Over 50% of S&P 100 companies have adopted the proposal for contributions, disclosures and written board oversight, and a total of 100 companies have adopted the principles incorporated in this proposal. The trend, over the last few years, have characterized by federally increasing support, by shareholders, for political contributions disclosure. In 2006, the average support for those proposals were 21.7%, by 2010, that figure had risen to 28.7% and reached nearly 33% in 2011. In response to a strong shareholder support for last year's proposal, a 42% yes vote, Windstream did post a new policy of political contributions that does provide for board oversight of the company's political contributions by the Governance Committee. But contrary to the claims in Windstream's opposition statement, the policy does not meet all the terms of CWA's proposal. Windstream would argue that it has adopted a new policy on political activities and has posted it on the investor section on its website. In response, we would tell you that the adoption of that policy is certainly a positive step. But the policy still is deficient and does not meet all the standards laid out in the proposal. One, the executives responsible for the oversight of the policy are not named, only the board's Governance Committee; two, trade association dues, in the percent going to the political spending, are not disposed; and three, political contributions are not listed on the company's website only links to the website of the Arkansas Secretary of State, the Florida Division of Elections and the Federal Election Commission are provided. Only until the company adopts all the provisions and proposals can it then be said that the proposal has been implemented. Windstream would also argue that they currently participate in the electorial and legislative process to protect stockholder's interest and that the policy is characterized by transparency. CWA does not argue that the company should not be involved in the political process, only that Windstream should adopt best practices that many of the other S&P 500 companies have implemented. The company would also state that the only difference between the company's policy and CWA's resolution is the level of detail and frequency of reporting. As already discussed, the company's policy does have differences from the terms of the proposal and it would not take significant administrative efforts to simply list political contributions that the company already has reported to different entities. Adding disclosure of the requested trade association information, along with providing details of the executives who are charged with the oversight is a relatively simple step to take and accomplished. Our company should move to adopt best practices of the leading S&P 500 corporations and disclose their political contributions, trade association dues and a detailed company policy with board oversight. This will both protect Windstream against the risk of lax oversight of its political contributions and provide transparency for shareholders. Thank you.

Jeffery R. Gardner

Thank you, Mr. Bates. The Windstream board has reviewed this proposal and has recommended that stockholders vote against it for several reasons. First, the Windstream board recently adopted a policy on political contributions, which has been posted on the Investor Relations website as Mr. Bates mentioned. Our policy is modeled off the policy of Merck, which the proponents own statement urges us to adopt. Based on these actions, we believe we have already implemented the proposal presented here. Second, Windstream does not use corporate funds to make contributions to political candidates. Finally, Windstream operates in a heavily regulated industry and it would be unwise to impose this burden on Windstream but not on other participants in the political process. For example, the proponent of this resolution, which runs a much larger political program than Windstream does not take the steps outlined in its own resolution to disclose its political activities and post to report on its website. For these reasons the Board of Directors has recommended that stockholders vote against this proposal.

Will the inspector of election now announce results of vote on this proposal?

Unknown Analyst

The stockholder proposal received the affirmative vote of less than 36% of the total shares present, in person or represented by proxy and entitled to vote at this meeting.

Jeffery R. Gardner

The stockholder proposal has not been approved.

I would ask the inspector of election present to the corporate Secretary, following this meeting, a certificate certifying the number of shares represented at the meeting and a count of all votes and ballots and the certificate will be filed with the minutes of this meeting.

In a meeting held earlier this morning, I'm very proud to announce that per the 20th consecutive quarter or 24th maybe, Windstream's Board of Directors declared a regular quarterly dividend of $0.25 per share on Windstream's common stock, payable on July 16, 2012 to shareholders of record on June 29, 2012.

At this time, I'd like to ask Mary Michaels to bring the question-and-answer sign-up sheet. And we would like to turn to the Q&A session of the meeting. We'd ask that each stockholder limit their question to 2 minutes allotted for that time.

Question-and-Answer Session

Unknown Analyst

I have 3 questions, Ms. Anne Daily [ph], first, please.

Jeffery R. Gardner

Well, we're very happy you came Ms. Daily. Mr. Dick Frierson [ph]? Am I pronouncing that right?

Unknown Shareholder

I'm an employee of the company for 33 years. I'm also an elected union representative out of Broken Arrow, Oklahoma. The people I'm elected to represent would like to thank the company for taking the steps it has for making this company successful. Moving forward, because we realize that our jobs depend on that. So to have a successful company and move forward in the future, we think the company's in a position not to have to take the benefits from the employees that we've negotiated, but specifically referring to retiree medical. I'm on long-term disability, I'm on a fixed income, I'm paying my insurance right now and I will also have to pay that same amount when I retire. So the company is, in effect, forcing people to work until they get Medicare because they cannot afford the insurance. So in the interest of the employees and the company, we would respectfully ask to have our benefits restored to us. Thank you.

Jeffery R. Gardner

Thank you. Thank for your service for Windstream. Windstream is one of the few employers still providing access to healthcare for our retirees and a subsidy for many retirees. And we do appreciate all the hard work that you have done for our company over the years. You're really one of the people out there making a difference every day. Our business operates in a very different marketplace today. We've had to make difficult choices in a number of and retiree health care has been one of them. And I wish that wasn't the case, but we believe it was necessary for us to continue to be a successful company and to continue to drive to a point where we can be successful over the long run. So we had to make modifications, the world's changing around us. But I absolutely do understand your point and appreciate the way you ask that question today.

I have another question. I'm sorry. James Neri?

Unknown Attendee

The only question I have is, looking at the acquisitions that have taken place, what is Windstream's standing in terms of being acquired by someone? Has there been anything on the horizon as far as that is concerned?

Jeffery R. Gardner

Well, it's very difficult to talk publicly about such things. But I think that it's fair to say that, as I said earlier in my speech, it's always in the best interest of our shareholders that we remain open to that. But we've been committed to a strategy that we think is very different than many others in the telecom space. Focused on growing revenue and cash flow and continuing to support our dividend. Those are very important to our shareholders. So as we think about opportunities, our Board considers all of those factors. The fact of the matter is, over the last 6 years, we've been much more of an acquirer. And today, Windstream is of size, an S&P 500 company, that is performing well. I can't tell you that someone won't look at is at any time, I think it's in our shareholders best interest that we're open to that. But I can also tell you that we're very committed to executing on this strategy a bit we have in front of us and we think we can create a lot of value for our shareholders. And so at the end of the day, what I think you can feel very comfortable about, is this board will do the right thing to create value for our shareholders in the long run whatever that course may be.

With that -- yes, sir?

Unknown Attendee

I'm sorry, I just had a quick question. Currently, the SEC has funds available. I believe it's $60 million to $65 million for continuation of broadband build out. Is Windstream considering this offer?

Jeffery R. Gardner

Absolutely, Bill. I mean, we would love -- one of the things that's most important to us is to continue to build out broadband to our customers. There have been some very onerous conditions put on taking that money, that $60 million, we talked about it at our board meeting today. There would be nothing more than I'd like to do than take that $60 million and invest it in our network so we can offer Broadband to more of our rural customers. And we're going to work very hard, over the next 90 days. The SEC says we have 90 days to decide, with the conditions that they've been posed, whether we can take that money or not and we're going to make every effort to do that in the interest of our customers and shareholders.

Unknown Attendee

Thank you. And I offer the Commucation Worker’s of America's support for that endeavor if you need it.

Jeffery R. Gardner

We appreciate that. We appreciate that.

Any other questions? I just want you thank you, all for coming today and thank you for your support of our company. It means a lot. Everyday, we're going out there and trying to build a stronger company. I feel great about what we did in 2011. We've got a lot of work to do in 2012, but I feel we're very well-positioned for the future, and we appreciate your support. Have a great day.

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Source: Windstream's CEO Hosts 2012 Meeting of Stockholders (Transcript)

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