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PAETEC Holding Corp. Releases Third Quarter 2008 Results
[November 13, 2008]

PAETEC Holding Corp. Releases Third Quarter 2008 Results


FAIRPORT, N.Y. --(Business Wire)-- PAETEC Holding Corp. (NASDAQ GS: PAET) today announced third quarter 2008 financial and operating results, which included:

-- Revenue of $406.1 million, which represented a 43.0% increase over third quarter 2007 revenue of $283.9 million;

-- Adjusted EBITDA* of $57.8 million, which represented a 7.4% increase over third quarter 2007 adjusted EBITDA of $53.8 million;

-- Net loss, including a preliminary non-cash goodwill impairment charge of $340 million, of $(355.8) million compared to a net loss of $(5.1) million for third quarter 2007;

-- Net cash provided by operating activities of $24.8 million for third quarter 2008 compared to $39.5 million for the 2007 quarter;

-- Free cash flow* of $26.4 million, which represented the 23rd consecutive quarter in which PAETEC or its predecessor generated positive free cash flow; and

-- An increase of 52.8% in the number of access line equivalents in service, from 2.92 million as of December 31, 2007 to 4.47 million as of September 30, 2008.

In commenting on the quarter, PAETEC Chairman and CEO, Arunas A. Chesonis, said, "Third quarter results came in as expected in light of the difficult macroeconomic environment. We continue to be encouraged by solid new sales, strength in our data offerings, and our overall positioning as a leading communications alternative to the incumbent operators. Our financial position remains strong, and PAETEC continues to take the necessary steps to better align its business to the current operating environment."

During the third quarter 2008, PAETEC recorded a preliminary non-cash goodwill impairment charge of $340 million following its consideration of various factors, including a decline in the market price of PAETEC's common stock and continued adverse conditions in the financial markets and the general economy. PAETEC will record any adjustments to the preliminary charge during fourth quarter 2008.

Quarterly Results


Total revenue for third quarter 2008 increased 43.0% to $406.1 million from $283.9 million for third quarter 2007, principally due to the addition of the operating results of McLeodUSA Incorporated, which PAETEC acquired on February 8, 2008.

Network services revenue, which accounted for 78.7% of third quarter 2008 total revenue, increased 36.9% year-over-year to $319.7 million. In addition to the inclusion of McLeodUSA's operations for the 2008 third quarter, network services revenue in the 2008 quarter benefited from growth in PAETEC's Dynamic IP, MPLS VPN, and network security products. Growth of the network services business on a year-over-year basis, as in second quarter 2008 compared to second quarter 2007, was tempered primarily by slower growth in billable minutes of use, pressure on carrier access, and an increase in disconnects.

Carrier services represented 17.3% of total revenue for third quarter 2008 and grew 75.2% year-over-year to $70.3 million, largely reflecting the addition of McLeodUSA's carrier operations, which historically have generated a higher percentage of McLeodUSA's total revenue than the percentage of total revenue generated by legacy PAETEC's carrier services business. PAETEC believes that the adverse economic environment may have contributed to usage-related pressure experienced by the carrier services business and related softness in access revenues. The year-over-year comparisons have also been impacted by the loss of some wireless customers that occurred prior to third quarter 2008 primarily due to consolidation in the wireless industry.

Integrated solutions accounted for the remaining 4.0% of third quarter 2008 revenue, increasing 58.5% over third quarter 2007 to $16.1 million. The addition of the results of Allworx Corp., which PAETEC acquired during the fourth quarter of 2007, contributed $2.9 million to the increase.

Adjusted EBITDA for third quarter 2008 increased 7.4% to $57.8 million over adjusted EBITDA of $53.8 million for third quarter 2007. Adjusted EBITDA margin, which represents adjusted EBITDA as a percentage of total revenue, decreased to 14.2% from 19.0% for third quarter 2007. The decreased margin was largely attributable to the addition of lower-margin McLeodUSA and Allworx revenues for the 2008 quarter, as well as to an increase in network spending on enhancements to the data network, expansion of the network in service areas including Massachusetts and Maine, and higher SG&A expenses resulting from the acquisitions.

The net loss for third quarter 2008 of $(355.8) million, compared to net loss of $(5.1) million for third quarter 2007, largely reflected the preliminary non-cash goodwill impairment charge of $340 million recorded for the 2008 quarter. The actual impairment loss, once determined by the company, may differ significantly from this estimate. Any adjustment to this estimated impairment loss based on the completion of the measurement of the impairment loss will be recognized in fourth quarter 2008. Such a charge would be non-cash and would not directly affect liquidity. Depreciation and amortization increased from $35.2 million for third quarter 2007 to $53.4 million for third quarter 2008, principally due to the addition of McLeodUSA results. Integration and restructuring costs of $3.8 million also contributed to the 2008 quarter's net loss.

Pro Forma Quarterly Comparison

The following pro forma results for third quarter 2007 and third quarter 2008 give effect to PAETEC's acquisition of McLeodUSA as if it had occurred at the beginning of 2007 and 2008. The pro forma information is not necessarily indicative of what the combined companies' results of operations actually would have been if the acquisition had been completed as of the dates indicated, nor do the pro forma results intend to be a projection of results that may be obtained in the future.

Pro forma total revenue of $406.1 million for third quarter 2008 represented an increase of 0.4% over pro forma total revenue of $404.4 million for third quarter 2007. Pro forma adjusted EBITDA of $57.8 million for third quarter 2008 represented a decrease of 9.9% from pro forma adjusted EBITDA of $64.1 million for third quarter 2007. Pro forma adjusted EBITDA margin was 14.2% for third quarter 2008 compared to pro forma adjusted EBITDA margin of 15.9% for third quarter 2007. The positive effects of continued operating leverage of PAETEC's network and employee base, as well as synergies related to the McLeodUSA acquisition, were offset by increased network-related expenses as a percentage of total revenue, as noted above. While SG&A expenses met expectations and declined 0.9% year over year on a pro forma basis, cost of sales increased $8.9 million year over year, resulting in a decline in gross margin from 51.9% in third quarter 2007 to 49.9% in third quarter 2008. The higher cost of sales reflected, among other factors, costs incurred in connection with an increase in equipment sales, an upgrade in PAETEC's Southeast data network, continuing efforts to disconnect underutilized facilities which were not completed until the latter portion of third quarter 2008, and an increase in lower margin wholesale traffic.

Pro forma net loss was $(355.8) million for third quarter 2008 compared to pro forma net loss of $(18.0) million for third quarter 2007. The increase in pro forma net loss was largely attributable to the preliminary non-cash goodwill impairment charge discussed above. Pro forma depreciation and amortization decreased from $63.8 million in third quarter 2007 to $53.4 million in third quarter 2008. Pro forma interest expense of $18.2 million for third quarter 2008 represented a decrease of 7.2% from pro forma interest expense of $19.7 million for third quarter 2007, due to the repayment of the more expensive McLeodUSA senior notes.

Capital Expenditures

Capital expenditures for third quarter 2008 increased 70.8% to $31.3 million, or 7.7% of total revenue, from $18.3 million, or 6.5% of total revenue, for third quarter 2007. On the same quarterly pro forma basis described above to give effect to the McLeodUSA results from the beginning of each fiscal year, pro forma capital expenditures increased 4.5% to $31.3 million, or 7.7% of pro forma total revenue, from $30.0 million, or 7.4% of pro forma total revenue, for third quarter 2007, mainly due to the timing of certain investments.

Cash Balance and Cash Flows

PAETEC had a cash balance of $72.2 million at September 30, 2008, compared to the June 30, 2008 balance of $84.0 million. As indicated above, for third quarter 2008, PAETEC achieved net cash provided by operating activities of $24.8 million and free cash flow of $26.4 million.

Indebtedness

At September 30, 2008, $581.2 million was outstanding under PAETEC's senior credit facility term loans, which have a maturity date of February 28, 2013. Before their maturity, PAETEC is required to make scheduled principal payments of $6 million annually on the term loans. At the end of third quarter 2008, PAETEC was well within the sole financial maintenance covenant in its credit facility, which provides for a maximum permissible ratio of consolidated debt (defined as consolidated debt less cash on hand in excess of $20 million) to consolidated EBITDA (as defined) of 5.00:1.00. During third quarter 2008, PAETEC reduced the principal on its term loans by $1.5 million.

At September 30, 2008, PAETEC had outstanding $300 million principal amount of 9.5% senior notes due 2015. The senior notes have no financial maintenance covenants.

On October 15, 2008, as previously reported, PAETEC drew down the full $50 million principal amount of loans available under its revolving credit facility. There are no scheduled principal payments under the revolving loans. Any outstanding revolving loans will be payable in full on the revolving loan maturity date of February 28, 2012.

To hedge interest rate exposure under its term loans, PAETEC currently has $400 million in active swaps, with $175 million maturing April 30, 2009 and $225 million maturing June 30, 2009. The blended all-in-rate for the debt covered by the current swaps is now 7.9%. On November 12, 2008, PAETEC executed a $400 million forward swap to replace the existing swaps as they mature on April 30 and June 30, 2009, respectively. The new $400 million two-year swap will mature on June 30, 2011 and the debt covered by these new swaps will carry a blended all-in-rate of 5.3%. Once the new swap becomes fully effective on June 30, 2009, PAETEC believes its annual interest expense will be reduced by approximately $10 million.

Common Stock Repurchase Program

As previously reported, PAETEC repurchased shares of common stock for an aggregate price of approximately $8.5 million in the third quarter 2008. A total of approximately 2.5 million shares were repurchased. PAETEC made these purchases under its previously announced program to repurchase up to $30 million of common stock through August 2009, subject to conditions. PAETEC ended third quarter 2008 with 144.0 million common shares outstanding.

Full Year 2008 Outlook

"Our third quarter results came in as expected, and we are reaffirming our guidance for the remainder of 2008," said Keith Wilson, PAETEC's Chief Financial Officer. "With the drawdown of our revolver, we currently have a cash position of over $130 million, we are generating significant free cash flow, and we do not have any substantial term debt due until 2013. We remain very comfortable in terms of our overall financial strength."

The table below indicates PAETEC's total revenue, adjusted EBITDA, and capital expenditure expectations on both an actual basis and on a pro forma basis as if the McLeodUSA acquisition had occurred on January 1, 2008, instead of on February 8, 2008.

FY 2008
($ in millions) FY 2008 (actual) FY 2008 (pro forma)
---------------------------------------------------------------
------- Total Revenue $1,545 to $1,585 $1,600 to $1,640 Adjusted EBITDA $224 to $249 $230 to $255 Capital $122 to $147 $125 to $150 Expenditures


Conference Call

PAETEC will host a conference call to discuss the third quarter 2008 results today at 8:30 a.m. ET.

Conference Call details are as follows:
--------------------------------------------------

Call Date: Nov. 13, 2008 Call Time: 8:30 a.m. ET US/Canada Dial in: (800) 322-2803 International (617) 614-4925 Passcode: 13167892 Webcast: www.paetec.com or click here.

Replay details are as follows:
-------------------------------------------------------------
--------- Replay Dates: Nov. 13, 2008, 10:30 a.m., through Nov. 27, 2008 US/Canada Replay Dial in: (888) 286-8010 International Replay Dial in (617) 801-6888 Replay Passcode: 48908214 Replay Webcast: www.paetec.com or click here.


Forward-Looking Statements

Except for statements that present historical facts, this release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. In some cases, you can identify these statements by such forward-looking words as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "potential," "should," "will" and "would," or similar expressions. These statements, which include forecasts of total revenue, adjusted EBITDA, capital expenditures and acquisition-related synergies and cost savings, involve known and unknown risks, uncertainties and other factors that may cause PAETEC's actual operating results, financial position, levels of activity or performance to be materially different from those expressed or implied by such forward-looking statements. Some of these risks, uncertainties and factors are discussed under the caption "Risk Factors" in PAETEC's 2007 Annual Report on Form 10-K and in PAETEC's subsequently filed SEC reports. They include, but are not limited to, the following risks, uncertainties and other factors: general economic conditions and trends; PAETEC's ability to integrate the business and operations of US LEC Corp. and McLeodUSA Incorporated; PAETEC's ability to implement its acquisition strategy; PAETEC's ability to manage its business effectively; PAETEC's ability to attract and retain qualified personnel and sales agents; the continued availability of necessary network elements at acceptable cost from competitors; competition in the markets in which PAETEC operates; changes in regulation and the regulatory environment; industry consolidation; failure to obtain and maintain network permits and rights-of-way; failure to adapt product and service offerings to changes in customer preferences and in technology; PAETEC's involvement in disputes and legal proceedings; effects of network failures, system breaches, natural catastrophes and other service interruptions; PAETEC's ability to maintain and enhance its back office systems; future sales of PAETEC's common stock in the public market and PAETEC's ability to raise capital in the future; and interest rate risks and compliance with covenants under PAETEC's debt agreements. PAETEC disclaims any obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

About PAETEC

PAETEC (NASDAQ GS: PAET) is personalizing business communications for medium-sized and large businesses, enterprise organizations, and institutions across the United States. We offer a comprehensive suite of IP, voice, data and Internet services, as well as enterprise communications management software, network security solutions, CPE, and managed services. For more information, visit www.paetec.com.

* Neither adjusted EBITDA nor free cash flow is a measurement of financial performance under accounting principles generally accepted in the United States. Adjusted EBITDA, as defined by PAETEC for the periods presented, represents net income (loss) before interest expense, provision for (benefit from) income taxes, depreciation and amortization, stock-based compensation, loss on extinguishment of debt, integration/restructuring costs, impairment charge and, with respect to pro forma adjusted EBITDA, sales and use tax charge. Free cash flow, as defined by PAETEC, consists of adjusted EBITDA less capital expenditures (purchases of property and equipment). See the accompanying tables for additional information as to PAETEC's reasons for including these measures, for a quantitative reconciliation of adjusted EBITDA to net income (loss), as net income (loss) is calculated in accordance with generally accepted accounting principles, and for a quantitative reconciliation of free cash flow to net cash provided by (used in) operating activities, as net cash provided by (used in) operating activities is calculated in accordance with generally accepted accounting principles.

PAETEC Holding Corp. and Subsidiaries
Condensed Consolidated Statements of Operations
(in thousands)
 Three Months Ended Nine Months Ended
 September 30, September 30,
 -------------------- ----------------------
 2008 2007 2008 2007
 ---------- --------- ----------- ----------
REVENUE:
 Network services
 revenue $ 319,668 $233,590 $ 922,853 $ 620,038
 Carrier services
 revenue 70,305 40,138 199,928 104,929
 Integrated solutions
 revenue 16,100 10,156 47,360 27,403
 ---------- --------- ----------- ----------
 TOTAL REVENUE 406,073 283,884 1,170,141 752,370
COST OF SALES (exclusive
of operating items shown
separately below) 203,352 133,422 581,443 353,585
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES
(exclusive of operating
items shown separately
below
and inclusive of stock-
based compensation) 149,703 100,419 428,337 271,952
IMPAIRMENT CHARGE 340,000 - 340,000 -
INTEGRATION/RESTRUCTURING
COSTS 3,800 906 7,225 2,741
DEPRECIATION AND
AMORTIZATION 53,357 35,205 145,543 69,290
 ---------- --------- ----------- ----------
(LOSS) INCOME FROM
OPERATIONS (344,139) 13,932 (332,407) 54,802
LOSS ON EXTINGUISHMENT OF
DEBT - 4,277 - 14,111
OTHER EXPENSE (INCOME),
net 259 (1,371) (265) (3,464)
INTEREST EXPENSE 18,243 17,964 54,783 51,001
 ---------- --------- ----------- ----------
LOSS BEFORE INCOME TAXES (362,641) (6,938) (386,925) (6,846)
BENEFIT FROM INCOME TAXES (6,853) (1,846) (13,463) (1,875)
 ---------- --------- ----------- ----------
NET LOSS $(355,788) $ (5,092) $ (373,462) $ (4,971)
 ========== ========= =========== ==========
Net cash provided by
operating activities $ 71,529 $ 50,514
Net cash used in
investing activities $ (195,994) $(282,060)
Net cash provided by
financing activities $ 84,032 $ 290,142
PAETEC Holding Corp. and Subsidiaries
Adjusted EBITDA Reconciliation
(in thousands)
Adjusted EBITDA, as defined by PAETEC for the periods presented,
represents net loss before depreciation and amortization, interest
expense, benefit from income taxes, stock-based compensation,
impairment charge, loss on extinguishment of debt,
integration/restructuring costs, and with respect to pro forma
adjusted EBITDA, sales tax and use charge. PAETEC's adjusted EBITDA
is not a financial measurement prepared in accordance with United
States generally accepted accounting principles, or "GAAP." Adjusted
EBITDA is used by PAETEC's management, together with financial
measurements prepared in accordance with GAAP such as revenue and
cash flows from operations, to assess PAETEC's historical and
prospective operating performance. Management uses adjusted EBITDA to
enhance its understanding of PAETEC's core operating performance,
which represents management's views concerning PAETEC's performance
in the ordinary ongoing and customary course of its operations.
Management also uses this measure to evaluate PAETEC's performance
relative to that of its competitors. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations-Overview-
Adjusted EBITDA Presentation" in our Annual Report on Form 10-K for
our 2007 fiscal year for additional information regarding
management's reasons for including adjusted EBITDA data and for
material limitations with respect to the usefulness of this
measurement. The table below sets forth, for the periods indicated, a
reconciliation of adjusted EBITDA to net loss, as net loss is
calculated in accordance with GAAP:
 Three Months Ended Nine Months Ended
 September 30, September 30,
 -------------------- ----------------------
 2008 2007 2008 2007
 ---------- --------- ----------- ----------
Net loss $(355,788) $ (5,092) $ (373,462) $ (4,971)
Add back non-EBITDA items
included in net loss:
 Depreciation and
 amortization 53,357 35,205 145,543 69,290
 Interest expense, net
 of interest income 18,147 16,590 53,751 47,502
 Benefit from income
 taxes (6,853) (1,846) (13,463) (1,875)
 ---------- --------- ----------- ----------
EBITDA (291,137) 44,857 (187,631) 109,946
 ---------- --------- ----------- ----------
Stock-based compensation 5,125 3,777 17,838 13,662
Impairment charge 340,000 - 340,000 -
Loss on extinguishment of
debt - 4,277 - 14,111
Integration/restructuring
costs 3,800 906 7,225 2,741
 ---------- --------- ----------- ----------
Adjusted EBITDA $ 57,788 $ 53,817 $ 177,432 $ 140,460
 ========== ========= =========== ==========
PAETEC Holding has omitted a quantitative reconciliation of the
forecasted 2008 adjusted EBITDA amount included in this release to
forecasted 2008 net (loss) income, because forecasted 2008 net (loss)
income cannot be calculated with reasonable accuracy until, among
other matters, PAETEC Holding finalizes adjustments under the
purchase method of accounting for the McLeodUSA merger and completes
its impairment assessment. The manner in which items are finalized
may have a material effect on PAETEC Holding's net (loss) income for
2008.


PAETEC Holding Corp. and Subsidiaries
Free Cash Flow Calculation and Reconciliation
(in thousands)
Free cash flow, as defined by PAETEC, consists of adjusted EBITDA less
capital expenditures (purchases of property and equipment). Free cash
flow, as defined by PAETEC, is not a financial measurement prepared
in accordance with GAAP.
PAETEC has included data with respect to free cash flow because its
management believes free cash flow provides a measure of the cash
generated by the Company's operations before giving effect to non-
cash accounting charges, changes in operating assets and liabilities,
acquisition-related items, tax items and similar items that do not
directly relate to the day-to-day cash expenses of the Company's
operations, and after giving effect to application of capital
expenditures. PAETEC's management uses free cash flow to monitor the
effect of the Company's daily operations on its cash reserves and its
ability to generate sufficient cash flow to fund PAETEC's scheduled
debt maturities and other financing activities, including potential
refinancings and retirements of debt, and other cash items.
PAETEC's management believes that consideration of free cash flow
should be supplemental, however, because free cash flow has
limitations as an analytical financial measure. These limitations
include the following:
 -- free cash flow does not reflect PAETEC's cash expenditures for
 scheduled debt maturities and other fixed obligations, such as
 capital leases, vendor financing arrangements and the other cash
 items excluded from free cash flow;
 -- free cash flow may be calculated in a different manner by
 other companies in PAETEC's industry, which limits its
 usefulness as a comparative measure.
PAETEC's management compensates for these limitations by relying
primarily on PAETEC's results under GAAP to evaluate its operating
performance and by considering independently the economic effects of
the foregoing items that are not reflected in free cash flow. As a
result of these limitations, free cash flow should not be considered
as an alternative to net cash provided by operating activities,
investing activities, financing activities or changes in cash and
cash equivalents as calculated in accordance with GAAP, nor should it
be used as a measure of the amount of cash available for debt service
or for the payment of dividends or other discretionary expenditures.
Following is a reconciliation of free cash flow to net cash provided
by operating activities, as net cash provided by operating activities
is calculated in accordance with GAAP:
 Three Months Ended Nine Months Ended
 September 30, September 30,
 ------------------- -------------------
 2008 2007 2008 2007
 --------- --------- --------- ---------
Adjusted EBITDA (see previous
page) $ 57,788 $ 53,817 $177,432 $140,460
Purchases of property and
equipment 31,344 18,349 87,425 52,196
 --------- --------- --------- ---------
Free cash flow, as defined 26,444 35,468 90,007 88,264
 Purchases of property and
 equipment 31,344 18,349 87,425 52,196
 Interest expense, net of
 interest income (18,147) (16,590) (53,751) (47,502)
 Other 167 (857) 515 (944)
 Loss on extinguishment of
 debt - - - (2,000)
 Integration/restructuring
 costs (3,800) (906) (7,225) (2,741)
 Amortization of debt
 issuance costs 514 477 1,548 1,482
 Amortization of debt
 discount 273 - 732 -
 Changes in operating assets
 and liabilities (11,957) 3,600 (47,722) (38,241)
 --------- --------- --------- ---------
Net cash provided by
operating activities $ 24,838 $ 39,541 $ 71,529 $ 50,514
 ========= ========= ========= =========


PAETEC Holding Corp. and Subsidiaries
Selected Financial and Operating Data
 As of As of
 September December
 30, 2008 31, 2007
 ---------- ----------
Financial Data (in thousands):
Cash and cash equivalents $ 72,168 $ 112,601
Accounts receivable, net $ 208,953 $ 147,343
Property and equipment, net $ 680,321 $ 312,032
Accounts payable $ 76,736 $ 65,561
Other accrued expenses $ 108,132 $ 92,598
Current portion of long-term debt and capital
lease obligations $ 8,615 $ 5,040
Long-term debt and capital lease obligations $ 874,097 $ 790,517
Operating Data
Geographic markets served 79 53
Number of switches deployed 118 65
Total digital T1 transmission lines installed 164,961 119,987
Total access line equivalents installed * 4,468,213 2,923,381
Total employees 3,914 2,432
-----------------------------------------------
* Includes Plain Old Telephone Service ("POTS")


PAETEC Holding Corp. and Subsidiaries
Pro Forma Condensed Consolidated Statements of Operations
(Based on combination of historical results of PAETEC, US LEC, and
McLeodUSA) (1)
(in thousands)
 Three Months Ended Nine Months Ended
 September 30, September 30,
 -------------------- -----------------------
 2008 2007 2008 2007
 ---------- --------- ----------- -----------
TOTAL REVENUE $ 406,073 $404,362 $1,224,452 $1,201,387
COST OF SALES (exclusive
of operating items shown
separately below) 203,352 194,431 609,447 586,519
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES
(exclusive of operating
items shown separately
below
and inclusive of stock-
based compensation) 149,703 150,998 449,426 446,631
IMPAIRMENT CHARGE 340,000 - 340,000 -
INTEGRATION/RESTRUCTURING
COSTS 3,800 2,382 12,262 5,912
SALES TAX AND USE CHARGE - - 11,995 -
DEPRECIATION AND
AMORTIZATION 53,357 63,787 156,737 170,876
 ---------- --------- ----------- -----------
LOSS FROM OPERATIONS (344,139) (7,236) (355,415) (8,551)
LOSS ON EXTINGUISHMENT OF
DEBT - 4,277 - 14,111
OTHER EXPENSE (INCOME),
net 259 (1,943) (210) (3,647)
INTEREST EXPENSE 18,243 19,664 55,412 59,100
 ---------- --------- ----------- -----------
LOSS BEFORE INCOME TAXES (362,641) (29,234) (410,617) (78,115)
BENEFIT FROM INCOME TAXES (6,853) (11,255) (19,985) (30,074)
 ---------- --------- ----------- -----------
NET LOSS $(355,788) $(17,979) $ (390,632) $ (48,041)
 ========== ========= =========== ===========
( 1 ) The pro forma results for the three and nine month periods ended
September 30, 2008 and 2007, respectively, give effect to PAETEC's
acquisition of US LEC as if it had occurred on January 1, 2007, and
to PAETEC's acquisition of McLeodUSA as if it had occurred at the
beginning of each fiscal year presented. The pro forma information is
not necessarily indicative of what the combined companies' results of
operations actually would have been if the mergers had been completed
on the dates indicated.
The table below sets forth, for the periods indicated, a
reconciliation of pro forma adjusted EBITDA to pro forma net loss,
calculated in accordance with GAAP based on the combination of
historical results of PAETEC Holding and its predecessor, US LEC and
McLeodUSA for such periods.
 Three Months Ended Nine Months Ended
 September 30, September 30,
 -------------------- -----------------------
 2008 2007 2008 2007
 ---------- --------- ----------- -----------
Pro Forma:
Net loss $(355,788) $(17,979) $ (390,632) $ (48,041)
Add back non-EBITDA items
included in net loss:
 Depreciation and
 amortization 53,357 63,787 156,737 170,876
 Interest expense, net
 of interest income 18,147 17,718 54,431 55,454
 Benefit from income
 taxes (6,853) (11,255) (19,985) (30,074)
 ---------- --------- ----------- -----------
Pro Forma EBITDA (291,137) 52,271 (199,449) 148,215
 ---------- --------- ----------- -----------
Stock-based compensation 5,125 5,184 18,181 21,114
Impairment charge 340,000 - 340,000 -
Loss on extinguishment of
debt - 4,277 - 14,111
Sales and use tax charge - - 11,995 -
Integration/restructuring
costs 3,800 2,382 12,262 5,912
 ---------- --------- ----------- -----------
Pro Forma Adjusted EBITDA $ 57,788 $ 64,114 $ 182,989 $ 189,352
 ========== ========= =========== ===========
Purchases of property and
equipment $ 31,344 $ 30,004 $ 90,367 $ 93,503
 ========== ========= =========== ===========


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