SUREWEST COMMUNICATIONS 8-K (Events or Changes Between Quarterly Reports) 2009-02-20

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-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) February 20, 2009
SureWest Communications
(Exact name of registrant as specified in its charter)
California 000-29660 68-0365195

(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
8150 Industrial Avenue, Roseville, California 95678

(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (916) 772-2000
200 Vernon Street, Roseville, California 95678

(Former name or former address if changed since last report)
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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01 Other Events.
SureWest Communications (the “Company”) is providing this voluntary disclosure of updated historical interim information to provide
enhanced transparency for the accounting presentation of the various transactions that the Company has entered into over the last two years
that may cause results reported under generally accepted accounting principles to not be necessarily indicative of future results. This
updated historical interim information includes the Company’s acquisition of Everest Broadband, Inc. (“Everest”), the discontinued operations
relating to its sale of the Company’s wireless assets and the discontinued operations relating to the execution of a definitive purchase
agreement to sell certain wireless telecommunication towers and all related assets and liabilities (“Tower Assets”), all of which have been
reported on Form 8-K on April 28, 2008, May 9, 2008 and October 14, 2008, respectively.
The information previously reported for the fiscal year ended December 31, 2007 has been updated to provide supplemental quarterly pro
forma statements of operations information for all or each of the 2007 interim periods and for the interim periods ended March 31, 2008, June 30,
2008 and September 30, 2008, as applicable.
Item 9.01 Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The information previously reported in connection with the Amended Current Report on Form 8-K filed by the Company with the Securities
and Exchange Commission on April 28, 2008 related to the Company’s acquisition of Everest; to include the pro forma financial information as
required under Item 9.01 (b) and related exhibits under Item 9.01 (d), for the fiscal year ended December 31, 2007 has been updated to provide
supplemental quarterly pro forma statements of operations information for the 2007 interim periods and the interim period ended March 31,
2008.
The following unaudited pro forma condensed combined financial statements of the Company are attached hereto as Exhibit 99.1 and are
incorporated by reference in its entirety herein:
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(i) Unaudited pro forma condensed consolidated balance sheet as of September 30, 2008.
(ii) Unaudited pro forma condensed combined statements of operations for the quarters ended March 31, 2007, June 30, 2007,
September 30, 2007, December 31, 2007, March 31, 2008, June 30, 2008 and September 30, 2008.
(iii) Notes to unaudited pro forma condensed combined financial statements.
The following unaudited quarterly pro forma selected financial results (on a pro forma consolidated and a pro forma segment basis) and
unaudited quarterly pro forma selected operating metrics for each of the Company’s reportable segments is attached hereto as Exhibit 99.2 and
is incorporated by reference in its entirety herein:
(i) Unaudited pro forma selected financial results (on a pro forma consolidated and a pro forma segment basis) for the quarters ended
March 31, 2007, June 30, 2007, September 30, 2007, December 31, 2007, March 31, 2008, June 30, 2008 and September 30, 2008.
(ii) Unaudited pro forma selected operating metrics for each of the Company’s reportable segments for the quarters ended March 31,
2007, June 30, 2007, September 30, 2007, December 31, 2007, March 31, 2008, June 30, 2008 and September 30, 2008.
(d) Exhibits.
The following are filed as exhibits to this report:
Exh ibit No. De scription

99.1 Unaudited pro forma condensed combined financial statements.
99.2 Unaudited pro forma selected financial results (on a pro forma consolidated and a pro forma segment basis) and
unaudited pro forma selected operating metrics for each of the Company’s reportable segments for the quarters ended
March 31, 2007, June 30, 2007, September 30, 2007, December 31, 2007, March 31, 2008, June 30, 2008 and
September 30, 2008.
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SIGNATURES
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 hereunto duly authorized.
SUREWEST COMMUNICATIONS
By: /s/ Dan T. Bessey

Dan T. Bessey
Vice President and Chief Financial Officer
Date: February 20, 2009
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EXHIBIT INDEX
Exh ibit No. De scription

99.1 Unaudited pro forma condensed combined financial statements.
99.2 Unaudited pro forma selected financial results (on a pro forma consolidated and a pro forma segment basis) and unaudited
pro forma selected operating metrics for each of the Company’s reportable segments for the quarters ended March 31, 2007,
June 30, 2007, September 30, 2007, December 31, 2007, March 31, 2008, June 30, 2008 and September 30, 2008.
Exhibit 99.1
Unaudited Pro Forma
Condensed Combined Financial Statements
(amounts in thousands)
The supplemental unaudited pro forma condensed combined financial statements are based on SureWest Communications’ (the “Company”
or “SureWest”) historical consolidated financial statements and Everest Broadband, Inc.’s (“Everest”) historical consolidated financial
statements and have been adjusted to give effect of the Company’s acquisition of Everest which was consummated on February 13, 2008, the
sale of the Company’s operating assets of its wireless business, SureWest Wireless (“SWW”), on May 9, 2008 and of the Company’s
execution of a definitive purchase agreement to sell certain wireless telecommunications towers and all related assets and liabilities (“Tower
Assets”) on October 10, 2008.
The information previously reported for the fiscal year ended December 31, 2007 has been updated to provide supplemental unaudited pro
forma statements of operations information for all or each of the 2007 interim periods and for the interim periods ended March 31, 2008, June 30,
2008 and September 30, 2008, as applicable.
The information previously reported in connection with the Amended Current Report on Form 8-K filed by the Company with the Securities
and Exchange Commission on April 28, 2008 related to SureWest’s acquisition of Everest; to include the unaudited pro forma financial
information as required under Item 9.01 (b) and related exhibits under Item 9.01 (d), for the fiscal year ended December 31, 2007 has been
updated to provide supplemental quarterly unaudited pro forma statement of operations information for the 2007 interim periods and the
interim period ended March 31, 2008.
The Everest purchase price of $175,536, excluding expenses, was paid in cash, a portion of which was funded with debt proceeds as more fully
described below. The unaudited pro forma condensed combined statements of operations for the quarters ended March 31, 2007, June 30,
2007, September 30, 2007, December 31, 2007 and March 31, 2008 give effect as if the acquisition had occurred on January 1, 2007. The
unaudited pro forma condensed combined financial information reflects the purchase of Everest as an acquisition of a business and represents
a current estimate of the financial information based on available information from the Company and Everest.
In connection with the acquisition of Everest on February 13, 2008, the Company entered into a Second Amended and Restated Credit
Agreement for a $240,000 credit facility (the “Credit Agreement”) with CoBank, ACB (“CoBank”), in its capacity as administrative agent, as
lead arranger, as issuing lender, as swingline lender and as a lender (together with each other lender from time to time party thereto, the
“Lenders”). The Credit Agreement restated and replaced the credit agreement entered into by the Company and CoBank on May 14, 2007 (the
“Previous Credit Agreement”). The credit facilities under the Credit Agreement were used in part to fund the acquisition of Everest and any
remaining amounts are available for the Company’s general corporate purposes. The Credit Agreement included (i) a $60,000 revolving loan
facility (the “Revolving Loan Facility”), which included a $25,000 subfacility for the issuance of letters of credit for the Company’s account
and a $20,000 subfacility for swingline (same-day) loans, (ii) a $120,000 term loan facility (the “Term Loan A Facility”), which included the
$40,000 term loan previously advanced by CoBank to the Company under the Previous Credit Agreement (such term loan, the “Original Term
Loan A”) and (iii) a $60,000
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term loan facility (the “Term Loan B Facility”). At the time the Credit Agreement was executed the Revolving Loan Facility and the Term Loan
A Facility had a term of approximately 4.25 years, and all amounts outstanding under the Revolving Loan Facility and the Term Loan A Facility
are due and payable on May 1, 2012. The Term Loan B Facility had a term of 1 year. The Company used all of the available borrowings under
the Term Loan A and Term Loan B Facilities of $80,000 and $60,000, respectively, $4,000 under the Revolving Loan Facility and cash on hand
of $32,000 to fund the purchase of Everest.
The unaudited pro forma information includes adjustments to record the assets and liabilities of Everest at their estimated fair market values
and is subject to adjustment as additional information becomes available and as additional analyses are performed. To the extent there are
significant changes to Everest’s business, the assumptions and estimates herein could change significantly. The unaudited pro forma financial
information is presented for illustrative purposes only under one set of assumptions and does not reflect the financial results of the combined
companies had consideration been given to other assumptions or to the impact of possible operating efficiencies, asset dispositions, and
other factors. Further, the unaudited pro forma financial information does not necessarily reflect the historical results of the combined
company that actually would have occurred had the acquisition been in effect during the periods indicated or that may be obtained in the
future. The unaudited pro forma condensed combined financial statements should be read in conjunction with “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” and the historical financial statements, including the related notes, of
SureWest covering these periods included in SureWest’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, and the
quarterly reports on Form 10-Q for the quarters ended March 31, 2008, June 30, 2008 and September 30, 2008 as well as the historical financial
statements of Everest and the combined financial statements of Everest Connections, LLC, Everest Holdings I, LLC, Everest Holdings III, LLC
and subsidiaries included in the current report filed on April 28, 2008.
On May 9, 2008, SureWest, SWW, a wholly-owned direct subsidiary of the Company, and West Coast PCS LLC, a wholly-owned direct
subsidiary of SWW (“West Coast” and together with SWW, the “Sellers”) sold the operating assets of SWW for an aggregate purchase price
of $69,746 to Cellco Partnership, a Delaware general partnership doing business as Verizon Wireless (“Verizon”). On May 14, 2008, $34,000 of
the proceeds from the sale of the SWW assets were used to pay down $30,000 and $4,000 of the Term B Note and Revolver Loan Facility,
respectively, as discussed above. The Company has included additional unaudited pro forma information to reflect the classification of the
SWW operations as discontinued operations for the all of the periods presented, as applicable. In September 2008, the Company entered into a
Third Amended and Restated Credit Agreement (“New Agreement”) to restate and replace the Credit Agreement entered into by the Company
and CoBank in February 2008. The New Agreement terms, among other things (i) reflected the repayment of $30,000 of the Term Loan B
facility under the Credit Agreement to reduce the principal balance from $60,000 to $30,000, (ii) modified interest margins and (iii) extended the
maturity date of the Term Loan B facility to May 1, 2012.
On October 10, 2008, West Coast PCS Structures, LLC (“West Coast PCS”), PCS Structures Towers, LLC (“PCS Towers” and together with
West Coast PCS, the “Companies”) and West Coast PCS LLC (“Tower Seller”), each an indirect subsidiary of the Company, entered into a
definitive purchase agreement with GTP Towers I, LLC (“Purchaser”). Prior to and in connection with the consummation of the agreement,
Tower Seller and the Company’s direct subsidiaries, SureWest Broadband and SureWest Telephone, have contributed and transferred certain
wireless telecommunication towers and all related assets and liabilities to PCS Towers, which on the closing of the agreement will be wholly-
owned by West Coast PCS. The purchase price in connection with the agreement is based on the tower cash flow generated by commenced
tenant leases included in the Tower Assets. At the initial closing, Purchaser will pay an amount based on the tower cash flow generated under
tenant leases executed and commenced as of five business days prior to the initial closing. During the period from the initial closing until 180
days thereafter, Tower Seller may also receive additional payments with respect to
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tenant leases for which applications are received prior to the initial closing and tenant leases that are executed but not commenced as of the
initial closing, in each case, on the commencement date of such tenant leases. Currently, the Company expects that the aggregate purchase
price of the agreement will be in the range of $9,000 to $9,500. The Company has included additional unaudited pro forma information to reflect
the classification of the Tower Assets’ operations as discontinued operations for all periods presented.
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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
September 30, 2008
(Amounts in thousands)
Pro Form a
Adjustm e n ts to
Re fle ct th e S u re W e st
Disposition of C om m u n ication s
S u re W e st S u re W e st from C on tin u ing
C om m u n ication s Towe rs (h ) O pe ration s
ASSETS
Current assets:
Cash and cash equivalents $ 2,393 $ — $ 2,393
Short-term investments 581 — 581
Accounts receivable, net 23,382 — 23,382
Income tax receivable 2,868 — 2,868
Inventories 8,419 — 8,419
Prepaid expenses 4,061 (118) 3,943
Deferred income taxes 6,212 — 6,212
Other current assets 2,907 — 2,907
Assets of discontinued operations — 5,020 5,020
Total current assets 50,823 4,902 55,725
Property, plant and equipment, net 519,028 (4,902) 514,126
Intangible and other assets:

Long-term investments 2,763 — 2,763
Customer relationships, net 5,888 — 5,888
Goodwill 48,805 — 48,805
Deferred charges and other assets 4,327 — 4,327
61,783 — 61,783
$ 631,634 $ — $ 631,634
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt and capital lease obligations $ 15,643 $ — $ 15,643
Accounts payable 2,468 — 2,468
Other accrued liabilities 20,036 — 20,036
Advance billings and deferred revenues 9,293 (150) 9,143
Accrued compensation and pension benefits 11,187 — 11,187
Liabilities of discontinued operations — 980 980
Total current liabilities 58,627 830 59,457
Long-term debt and capital lease obligations 218,184 — 218,184

Deferred income taxes 59,564 (471) 59,093
Other liabilities and deferred revenues 16,862 (359) 16,503
Commitments and contingencies
Shareholders’ equity:
Common stock, without par value; 100,000 authorized, 13,954 shares
issued and outstanding at September 30, 2008 146,534 — 146,534
Accumulated other comprehensive income (loss) (4,222) — (4,222)
Retained earnings 136,085 — 136,085
Total shareholders’ equity 278,397 — 278,397
$ 631,634 $ — $ 631,634
See accompanying notes to the unaudited pro forma condensed combined financial statements.
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Unaudited Pro Forma Condensed Combined Statements of Operations
(Amounts in thousands, except per share amounts)
For th e Q u arte rs En de d:
2007 2008
March 31 Ju n e 30 S e pte m be r 30 De ce m be r 31 March 31 Ju n e 30 S e pte m be r 30
Operating revenues:
Broadband $ 30,687 $ 32,017 $ 32,342 $ 33,020 $ 34,388 $ 35,301 $ 36,280
Telecom 26,246 27,168 26,115 26,076 24,482 24,551 23,990
Total operating revenues 56,933 59,185 58,457 59,096 58,870 59,852 60,270
Operating expenses:
Cost of services and products (exclusive of
depreciation and amortization) 22,343 21,366 22,081 22,280 22,400 22,314 24,942
Customer operations and selling 8,099 7,991 7,823 8,167 8,212 8,575 7,654
General and administrative 9,066 9,432 8,522 8,456 10,662 9,014 9,438
Depreciation and amortization 13,535 14,526 14,839 13,295 13,259 14,075 14,219
Impairment loss on LMDS and related assets — — — 5,454 — — —
Total operating expenses 53,043 53,315 53,265 57,652 54,533 53,978 56,253
Income from operations 3,890 5,870 5,192 1,444 4,337 5,874 4,017
Other income (expense):
Investment income 101 391 444 447 120 224 35
Interest expense (4,028) (3,367) (3,398) (3,359) (3,565) (3,186) (2,904)
Other, net 63 (354) (227) (14) (27) (44) 56
Total other income (expense), net (3,864) (3,330) (3,181) (2,926) (3,472) (3,006) (2,813)
Income (loss) from continuing operations
before income taxes 26 2,540 2,011 (1,482) 865 2,868 1,204
Income tax expense (benefit) (75) 467 609 (1,238) 489 1,203 593
Net income (loss) from continuing operations $ 101 $ 2,073 $ 1,402 $ (244) $ 376 $ 1,665 $ 611
Basic earnings per common share:

Net income (loss) from continuing
operations $ 0.01 $ 0.14 $ 0.10 $ (0.02) $ 0.03 $ 0.12 $ 0.04
Diluted earnings per common share:

Net income (loss) from continuing
operations $ 0.01 $ 0.14 $ 0.10 $ (0.02) $ 0.03 $ 0.12 $ 0.04
Shares of common stock used to calculate

earnings per share:
Basic 14,423 14,440 14,459 14,467 14,310 14,141 13,970
Diluted 14,478 14,492 14,507 14,467 14,329 14,149 13,980
Other Data:
Operating EBITDA (i) $ 17,425 $ 20,396 $ 20,031 $ 20,193 $ 17,596 $ 19,949 $ 18,236
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For the Quarter Ended March 31, 2007
Pro Forma
Combined
Pro Forma Pro Forma Pro Forma SureWest
Combined Adjustments to Adjustments to Communications
SureWest Reflect the Reflect the and Everest
Communications Disposition of Disposition of Broadband, Inc.
SureWest Everest Pro Forma and Everest SureWest SureWest from Continuing
Communications Broadband, Inc. Adjustments Broadband, Inc. Wireless (g) Towers (h) Operations
Operating revenues:
Broadband $ 16,422 $ 14,352 $ (73)(f) $ 30,701 $ 103 $ (117) $ 30,687
Telecom 26,361 — — 26,361 — (115) 26,246
Wireless 8,201 — — 8,201 (8,201) — —
Total operating revenues 50,984 14,352 (73) 65,263 (8,098) (232) 56,933
Operating expenses:
Cost of services and
products (exclusive of
depreciation and
amortization) 18,750 4,717 3,022(f) 26,489 (3,896) (250) 22,343
Customer operations and
selling 8,875 — 1,335(f) 10,210 (2,111) — 8,099
General and administrative 8,581 5,282 (226)(a) 9,207 (141) — 9,066
— (4,430)(f)
Depreciation and
amortization 13,788 3,375 (783)(b) 16,380 (2,713) (132) 13,535
Impairment loss on LMDS
and related assets — — — — — —
Total operating expenses 49,994 13,374 (1,082) 62,286 (8,861) (382) 53,043
Income from operations 990 978 1,009 2,977 763 150 3,890
Investment income 506 10 (406)(c) 110 (9) — 101
Interest expense (1,401) (1,619) (981)(d) (4,001) (27) — (4,028)
Other, net (204) 114 — (90) 153 — 63
Total other income
(expense), net (1,099) (1,495) (1,387) (3,981) 117 — (3,864)
Income (loss) from continuing
operations before income
taxes (109) (517) (378) (1,004) 880 150 26
Income tax expense (benefit) (161) (132) (153)(e) (446) 321 50 (75)
Net income (loss) from
continuing operations $ 52 $ (385) $ (225) $ (558) $ 559 $ 100 $ 101
Basic earnings per common

share:
continuing operations $ 0.00 n/a n/a $ (0.04) n/a n/a $ 0.01
Diluted earnings per

common share:
continuing operations $ 0.00 n/a n/a $ (0.04) n/a n/a $ 0.01
Shares of common stock

used to calculate
earnings per share:
Basic 14,423 n/a n/a 14,423 n/a n/a 14,423
Diluted 14,478 n/a n/a 14,423 n/a n/a 14,478
Other Data:
Operating EBITDA (i) $ 14,778 $ 4,353 $ 226 $ 19,357 $ (1,950) $ 18 $ 17,425
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For the Quarter Ended June 30, 2007
Pro Forma
Combined
Operating revenues:
Broadband $ 17,069 $ 14,983 $ (21)(f) $ 32,031 $ 124 $ (138) $ 32,017
Telecom 27,249 — — 27,249 — (81) 27,168
Wireless 8,115 — — 8,115 (8,115) — —
Operating expenses:
Cost of services and products
(exclusive of depreciation
and amortization) 17,685 4,738 3,289(f) 25,712 (4,119) (227) 21,366
selling 8,355 — 1,439(f) 9,794 (1,803) — 7,991
— (4,749)(f)
Depreciation and
amortization 14,275 3,433 (222)(b) 17,486 (2,828) (132) 14,526
Total operating expenses 50,011 13,801 (469) 63,343 (9,669) (359) 53,315
Income from operations 2,422 1,182 448 4,052 1,678 140 5,870
Investment income 1,157 16 (757)(c) 416 (25) — 391
Other, net (69) (254) — (323) (31) — (354)
Total other income
(expense), net (611) (1,702) (943) (3,256) (74) — (3,330)
operations before income taxes 1,811 (520) (495) 796 1,604 140 2,540
Income tax expense (benefit) 26 (133) (200)(e) (307) 719 55 467
continuing operations $ 1,785 $ (387) $ (295) $ 1,103 $ 885 $ 85 $ 2,073

share:
Net income from continuing
operations $ 0.12 n/a n/a $ 0.08 n/a n/a $ 0.14
Diluted earnings per common

share:
Shares of common stock used

to calculate earnings per
share:
Basic 14,440 n/a n/a 14,440 n/a n/a 14,440
Other Data:
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For the Quarter Ended September 30, 2007
Pro Forma
Combined
Operating revenues:
Broadband $ 17,523 $ 14,882 $ (48)(f) $ 32,357 $ 107 $ (122) $ 32,342
Telecom 26,197 — — 26,197 — (82) 26,115
Wireless 7,929 — — 7,929 (7,929) — —
Operating expenses:
Cost of services and products
(exclusive of depreciation
and amortization) 18,388 4,760 3,120(f) 26,268 (3,943) (244) 22,081
selling 8,632 — 1,424(f) 10,056 (2,233) — 7,823
— (4,592)(f)
Depreciation and
amortization 14,288 3,550 (249)(b) 17,589 (2,617) (133) 14,839
Total operating expenses 49,769 13,761 (523) 63,007 (9,365) (377) 53,265
Income from operations 1,880 1,121 475 3,476 1,543 173 5,192
Other, net (147) (95) — (242) 15 — (227)
Total other income
(expense), net (1,054) (1,623) (504) (3,181) — — (3,181)
operations before income taxes 826 (502) (29) 295 1,543 173 2,011
Income tax expense (benefit) 90 (128) (12)(e) (50) 590 69 609
continuing operations $ 736 $ (374) $ (17) $ 345 $ 953 $ 104 $ 1,402

share:
Diluted earnings per common

share:
Shares of common stock used

to calculate earnings per
share:
Basic 14,459 n/a n/a 14,459 n/a n/a 14,459
Other Data:
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For the Quarter Ended December 31, 2007
Pro Forma
Combined
Operating revenues:
Broadband $ 17,694 $ 15,358 $ (19)(f) $ 33,033 $ 155 $ (168) $ 33,020
Telecom 26,175 — — 26,175 — (99) 26,076
Wireless 7,882 — — 7,882 (7,882) — —
Operating expenses:
products (exclusive of
depreciation and
amortization) 18,567 4,725 2,593(f) 25,885 (3,351) (254) 22,280
selling 9,289 — 1,418(f) 10,707 (2,540) — 8,167
— (3,231)(a)
— (4,030)(f)
Depreciation and
amortization 12,660 3,598 (143)(b) 16,115 (2,688) (132) 13,295
and related assets 5,454 — — 5,454 — — 5,454
Total operating expenses 54,700 16,162 (3,619) 67,243 (9,205) (386) 57,652
Income (loss) from operations (2,949) (804) 3,600 (153) 1,478 119 1,444
Interest expense (1,645) (3,213) 1,513(d) (3,345) (14) — (3,359)
Other, net 280 (157) — 123 (137) — (14)
Total other income
(expense), net (658) (3,322) 1,206 (2,774) (152) — (2,926)
Loss from continuing
operations before income
taxes (3,607) (4,126) 4,806 (2,927) 1,326 119 (1,482)
Income tax expense (benefit) (2,819) (1,057) 1,945(e) (1,931) 630 63 (1,238)
Net loss from continuing
operations $ (788) $ (3,069) $ 2,861 $ (996) $ 696 $ 56 $ (244)

share:
operations $ (0.05) n/a n/a $ (0.07) n/a n/a $ (0.02)

common share:
operations $ (0.05) n/a n/a $ (0.07) n/a n/a $ (0.02)
Shares of common stock

used to calculate
earnings per share:
Basic 14,467 n/a n/a 14,467 n/a n/a 14,467
Other Data:
Operating EBITDA (i) $ 15,165 $ 2,794 $ 3,457 $ 21,416 $ (1,210) $ (13) $ 20,193
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For the Quarter Ended March 31, 2008
Pro Form a
C om bine d
Pro Form a Pro Form a S u re W e st
C om bine d Adjustm e n ts to C om m u n ication s
Eve re st S u re W e st Re fle ct th e an d Eve re st
Broadban d, In c. C om m u n ication s Disposition of Broadban d, In c.
S u re W e st (pe riod 1/31/08 Pro Form a an d Eve re st S u re W e st from C on tin u ing
C om m u n ication s thru 2/13/08) Adjustm e n ts Broadban d, In c. Towe rs (h ) O pe ration s
Operating revenues:
Broadband $ 27,042 $ 7,599 (42)(f) $ 34,599 $ (211) $ 34,388
Telecom 24,578 — — 24,578 (96) 24,482
Total operating
revenues 51,620 7,599 (42) 59,177 (307) 58,870
Operating expenses:
products (exclusive
of depreciation and
amortization) 18,792 2,486 1,362(f) 22,640 (240) 22,400
Customer operations
and selling 7,445 767(f) 8,212 — 8,212
General and
administrative 10,558 10,480 (167)(a) 10,662 — 10,662
(8,038)(a)
(2,171)(f)
Depreciation and
amortization 12,184 1,757 (565)(b) 13,376 (117) 13,259
Total operating
expenses 48,979 14,723 (8,812) 54,890 (357) 54,533
Income (loss) from
operations 2,641 (7,124) 8,770 4,287 50 4,337
Investment income 334 20 (234)(c) 120 — 120
Interest expense (2,755) (4,562) 3,752(d) (3,565) — (3,565)
Other, net 1 (28) — (27) — (27)
Total other income
(expense), net (2,420) (4,570) 3,518 (3,472) — (3,472)
Income (loss) from
continuing operations
before income taxes 221 (11,694) 12,288 815 50 865
Income tax expense
(benefit) 232 (4,734)(e) 4,974(e) 472 17 489
continuing operations $ (11) $ (6,960) $ 7,314 $ 343 $ 33 $ 376
Basic earnings per

common share:
continuing
operations $ (0.00) n/a n/a $ 0.02 n/a $ 0.03

common share:
continuing
operations $ (0.00) n/a n/a $ 0.02 n/a $ 0.03
Shares of common
stock used to
calculate earnings
per share:
Basic 14,310 n/a n/a 14,310 n/a 14,310
Diluted 14,310 n/a n/a 14,329 n/a 14,329
Other Data:
Operating EBITDA (i) $ 14,825 $ (5,367) $ 8,205 $ 17,663 $ (67) $ 17,596
10
For the Quarter Ended June 30, 2008
Pro Form a
Adjustm e n ts to
Operating revenues:
Broadband $ 35,600 $ (299) $ 35,301
Telecom 24,650 (99) 24,551
Total operating revenues 60,250 (398) 59,852
Operating expenses:
Cost of services and products (exclusive of depreciation and
amortization) 22,575 (261) 22,314
Customer operations and selling 8,575 — 8,575
General and administrative 9,014 — 9,014
Depreciation and amortization 14,192 (117) 14,075
Total operating expenses 54,356 (378) 53,978
Income from operations 5,894 (20) 5,874
Investment income 224 — 224
Interest expense (3,186) — (3,186)
Other, net (44) — (44)
Total other income (expense), net (3,006) — (3,006)
Income from continuing operations before income taxes 2,888 (20) 2,868
Income tax expense (benefit) 1,191 12 1,203
Net income from continuing operations $ 1,697 $ (32) $ 1,665

Net income from continuing operations $ 0.12 n/a $ 0.12

Shares of common stock used to calculate earnings per share:

Basic 14,141 n/a 14,141
Diluted 14,149 n/a 14,149
Other Data:
Operating EBITDA (i) $ 20,086 $ (137) $ 19,949
11
For the Quarter Ended September 30, 2008
Pro Form a
Adjustm e n ts to
Operating revenues:
Broadband $ 36,653 $ (373) $ 36,280
Telecom 24,108 (118) 23,990
Total operating revenues 60,761 (491) 60,270
Operating expenses:
Cost of services and products (exclusive of depreciation and
amortization) 25,092 (150) 24,942
Customer operations and selling 7,654 — 7,654
General and administrative 9,438 — 9,438
Depreciation and amortization 14,336 (117) 14,219
Total operating expenses 56,520 (267) 56,253
Income from operations 4,241 (224) 4,017
Investment income 35 — 35
Interest expense (2,904) — (2,904)
Other, net 56 — 56
Total other income (expense), net (2,813) — (2,813)
Income from continuing operations before income taxes 1,428 (224) 1,204
Income tax expense (benefit) 672 (79) 593
Net income from continuing operations $ 756 $ (145) $ 611


Shares of common stock used to calculate earnings per share:

Basic 13,970 n/a 13,970
Diluted 13,980 n/a 13,980
Other Data:
Operating EBITDA (i) $ 18,577 $ (341) $ 18,236
12
NOTES TO UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL STATEMENTS
1. Description of Transaction and Basis of Presentation
The supplemental unaudited pro forma condensed combined financial statements are based on SureWest Communications’ (the “Company”
“our” or “SureWest”) historical consolidated financial statements and Everest Broadband, Inc.’s (“Everest”) historical consolidated financial
statements and have been adjusted to give effect of the Company’s acquisition of Everest which was consummated on February 13, 2008, the
sale of the Company’s operating assets of its wireless business, SureWest Wireless (“SWW”), on May 9, 2008 and of the Company’s
execution of a definitive purchase agreement to sell certain wireless telecommunications towers and all related assets and liabilities (“Tower
Assets”) on October 10, 2008.
Acquisition of Everest Broadband, Inc.
On February 13, 2008, SureWest completed the acquisition of all of the outstanding stock of Everest. The assets and liabilities of
Everest were recorded as of the acquisition date at their estimated fair values. The reported consolidated financial condition and
results of operations of SureWest after the completion of the acquisition will reflect these values, but will not be restated retroactively
to reflect the historical consolidated financial position or results of operations of Everest. Under the terms of the acquisition
agreement, SureWest paid $175,536 in cash at closing to Everest’s stockholders and warrant holders, of which $17,300 was
contributed to and remained subject to an escrow fund, half of which was paid 6 months subsequent to the acquisition date and the
balance is expected to be paid in the first quarter of 2008, less the amount of any pending claims, in each case, following the closing
of the acquisition to indemnify SureWest and related indemnities for certain matters, including breaches of representations and
warranties and covenants made by Everest in the acquisition agreement.
Commencing with the acquisition date, the results of Everest have been included in our actual results of operations. The unaudited
pro forma condensed combined statements of operations for the quarters ended March 31, 2007, June 30, 2007, September 30, 2007,
December 31, 2007 and March 31, 2008 give effect as if the acquisition had occurred on January 1, 2007.
13
Sale of SureWest Wireless Operating Assets
On May 9, 2008, SureWest, SWW, a wholly-owned direct subsidiary of the Company, and West Coast PCS LLC, a wholly-owned
direct subsidiary of SWW (“West Coast” and together with SWW, the “Sellers”) sold the operating assets of SWW to Cellco
Partnership, a Delaware general partnership doing business as Verizon Wireless (“Verizon”). The agreement provides for an
aggregate purchase price of $69,000, subject to a working capital adjustment. Under the agreement, Verizon acquired the spectrum
licenses and operating assets of SWW, excluding the Company’s owned communication towers.
Commencing with the first quarter of 2008, the results of SWW are presented as discontinued operations in our consolidated financial
statements. Additional pro forma information has been provided in the unaudited pro forma condensed combined statements of
operations to reflect the classification of the operations of SWW as discontinued for all periods prior to the quarter ended March 31,
2008.
Entry into a Material Definitive Agreement to sell Tower Assets
On October 10, 2008, West Coast PCS Structures, LLC (“West Coast PCS”), PCS Structures Towers, LLC (“PCS Towers” and together
with West Coast PCS, the “Companies”) and West Coast PCS LLC (“Tower Seller”), each an indirect subsidiary of the Company,
entered into a definitive purchase agreement with GTP Towers I, LLC (“Purchaser”). Prior to and in connection with the
consummation of the agreement, the Tower Seller and the Company’s direct subsidiaries, SureWest Broadband and SureWest
Telephone, have contributed and transferred certain wireless telecommunication towers and all related assets and liabilities (“Tower
Assets”) to PCS Towers, which on the closing of the agreement will be wholly-owned by West Coast PCS. The purchase price in
connection with the agreement is based on the tower cash flow generated by commenced tenant leases included in the Tower Assets.
At the initial closing, Purchaser will pay an amount based on the tower cash flow generated under tenant leases executed and
commenced as of five business days prior to the initial closing. During the period from the initial closing until 180 days thereafter,
Tower Seller may also receive additional payments with respect to tenant leases for which applications are received prior to the initial
closing and tenant leases that are executed but not commenced as of the initial closing, in each case, on the commencement date of
such tenant leases. Currently, the Company expects that the aggregate purchase price of the agreement will be in the range of $9,000
to $9,500.
Commencing with the fourth quarter of 2008, the results of the Tower Assets to be sold will be presented as discontinued operations
in our consolidated financial statements. Additional pro forma information has been provided in the unaudited pro forma condensed
combined statements of operations to reflect the classification of the operations of Tower Assets as discontinued operations for all
periods presented.
14
2. Pro Forma Adjustments
Following are the quarterly pro forma adjustments made to the unaudited pro forma condensed combined financial statements for the periods
presented:
(a) The following adjustments have been made to reduce the historical operating expenses:
Q u arte r En de d
March 31, Ju n e 30, S e pte m be r 30, De ce m be r 31, March 31,
2007 2007 2007 2007 2008
Executive management $ 226 $ 226 $ 226 $ 226 $ 167
Removal of divestiture-related
expenses — — — 3,231 8,038
$ 226 $ 226 $ 226 $ 3,457 $ 8,205
In connection with the acquisition of Everest, certain members of Everest’s management were identified as being redundant to
our overall combined operations. The compensation expenses associated with these eliminated positions have been removed
from the pro forma results. Severance related costs associated with these identified members of management were accrued in our
purchase accounting in accordance with the Emerging Issues Task Force Issue No 95-3, Recognition of Liabilities in
Connection with a Purchase Business Combination.
The removal of the divestiture-related expenses represents the elimination of non-recurring legal and professional fees
associated with the sale of Everest which were incurred by Everest prior to the date of acquisition.
(b) Historical depreciation for each of the quarters has been adjusted to reflect post-acquisition date assumptions. Pro forma
depreciation expense for Everest is based on the estimated fair value of the acquired assets based on our preliminary purchase
accounting and weighted average remaining life of the assets acquired. Asset useful lives were reviewed and where necessary
were adjusted to their estimated useful life. These changes in depreciation assumptions are subject to final purchase price
allocation pursuant to the valuation efforts.
(c) The reduction to the pro forma interest income was due to the utilization of cash necessary to purchase Everest.
(d) Pro forma interest expense includes interest on $80,000 of Term Loan A Facility for the entire year, $60,000 of Term Loan B
Facility for the entire year, $4,000 of the Revolving Loan Facility for the entire year and $32,000 of the Revolving Loan Facility for
the first two months of 2007. The interest rate was 4.5% on February 13, 2008, the closing date of the acquisition. The $32,000 of
the Revolving Loan Facility was assumed to be paid off with a portion of the proceeds from the sale of SureWest Directories on
February 28, 2007. The adjustment to interest expense is as follows:
15
For th e Q u arte r En de d
March 31, Ju n e 30, S e pte m be r 30, De ce m be r 31, March 31,
2007 2007 2007 2007 2008
Pro forma interest expense $ 2,600 $ 1,650 $ 1,700 $ 1,700 $ 810
Less:
Historical interest expense at
Everest (1,619) (1,464) (1,573) (3,213) (4,562)
$ 981 $ 186 $ 127 $ (1,513) $ (3,752)
(e) Pro forma income tax expense was based on the estimated combined effective rate of 40.48%.
(f) Reclass of various expenses in order to conform with our classification policy.
(g) Reflects the classification of the SureWest Wireless operations as discontinued operations.
(h) Reflects the classification of the pending sale of the Tower Assets operations as discontinued operations.
(i) Operating EBITDA represents net income (loss) from continuing operations excluding amounts for income taxes, depreciation
and all other non-operating income/expenses, and is a common measure of operating performance in the telecommunications
industry. In addition, for the quarter ended December 31, 2007, the Company has also excluded the non-cash impairment charge
relating to its LMDS licenses. Operating EBITDA is not a measure of financial performance under United States generally
accepted accounting principles, and should not be considered in isolation or as a substitute for consolidated net income (loss)
as a measure of performance.
16
Exhibit 99.2
Unaudited Pro Forma Selected Financial Results
and Unaudited Pro Forma Selected Operating Metrics
(on a pro forma consolidated and a pro forma segment basis)
For the quarters ended March 31, 2007, June 30, 2007, September 30, 2007,
December 31, 2007, March 31, 2008, June 30, 2008 and September 30, 2008
The supplemental unaudited pro forma selected financial results (on a pro forma consolidated and a pro forma segment basis) and unaudited
pro forma selected operating metrics for each of SureWest Communications’ (the “Company” “our” or “SureWest”) reportable segments are
based on historical consolidated financial statements and Everest Broadband, Inc.’s (“Everest”) historical consolidated financial statements
and have been adjusted to give effect of the Company’s acquisition of Everest which was consummated on February 13, 2008, the sale of the
Company’s operating assets of its Wireless business, SureWest Wireless, on May 9, 2008 and of the Company’s execution of a definitive
purchase agreement to sell certain wireless telecommunications towers and all related assets and liabilities (“Tower Assets”) on October 10,
2008.
The following unaudited pro forma selected financial results and unaudited pro forma selected operating metrics are similar to the format
presented in our quarterly report on Form 10-Q as of September 30, 2008 and for the quarters ended March 31, 2007, June 30, 2007,
September 30, 2007, March 31, 2008, June 30, 2008 and September 30, 2008 and for the year ended December 31, 2007.
Acquisition of Everest Broadband, Inc.
On February 13, 2008, the Company acquired Everest. The pro forma selected financial results are based on our historical consolidated
financial statements and Everest’s historical consolidated financial statements and have been adjusted to give effect of the Company’s
acquisition of Everest. The purchase price of $175,536, excluding expenses, was paid in cash, a portion of which was funded with debt
proceeds. The unaudited pro forma condensed combined statements of operations for the quarters ended March 31, 2007, June 30, 2007,
September 30, 2007, December 31, 2007 and March 31, 2008 give effect as if the acquisition had occurred on January 1, 2007. The unaudited pro
forma condensed combined financial statements reflect the purchase of Everest as an acquisition of a business and represents a current
estimate of the financial information based on available information from the Company and Everest.
Commencing with the acquisition date, the results of Everest have been included in our actual results of operations. The unaudited pro forma
selected financial results and unaudited pro forma selected operating metrics for the quarters ended March 31, 2007, June 30, 2007,
September 30, 2007, December 31, 2007 and March 31, 2008 give effect as if the acquisition had occurred on January 1, 2007.
1
Sale of SureWest Wireless Operating Assets
On May 9, 2008, SureWest, SureWest Wireless, a wholly-owned direct subsidiary of the Company (“SWW”), and West Coast PCS LLC, a
wholly-owned direct subsidiary of SWW (“West Coast” and together with SWW, the “Sellers”) sold the operating assets of SWW for an
aggregate purchase price of $69,746 to Cellco Partnership, a Delaware general partnership doing business as Verizon Wireless (“Verizon”).
Under the agreement, Verizon acquired the spectrum licenses and operating assets of SureWest Wireless, excluding the Company’s owned
communication towers.
Commencing with the first quarter of 2008, the results of the SWW business are presented as discontinued operations in the Company’s
consolidated financial statements. Additional unaudited pro forma selected financial results and unaudited pro forma selected operating
metrics have been provided to reflect the classification of the operations of SureWest Wireless as discontinued for all periods prior to the
quarter ended March 31, 2008.
Entry into a Material Definitive Agreement to sell Tower Assets
On October 10, 2008, West Coast PCS Structures, LLC (“West Coast PCS”), PCS Structures Towers, LLC (“PCS Towers” and together with
West Coast PCS, the “Companies”) and West Coast PCS LLC (“Tower Seller”), each an indirect subsidiary of the Company, entered into a
definitive purchase agreement with GTP Towers I, LLC (“Purchaser”). Prior to and in connection with the consummation of the agreement,
Seller and the Company’s direct subsidiaries, SureWest Broadband and SureWest Telephone, will contribute and transfer certain wireless
telecommunication towers and all related assets and liabilities (“Tower Assets”) to PCS Towers, which on the closing of the agreement will be
wholly-owned by West Coast PCS. The purchase price in connection with the agreement is based on the tower cash flow generated by
commenced tenant leases included in the Tower Assets. At the initial closing, Purchaser will pay an amount based on the tower cash flow
generated under tenant leases executed and commenced as of five business days prior to the initial closing. During the period from the initial
closing until 180 days thereafter, Tower Seller may also receive additional payments with respect to tenant leases for which applications are
received prior to the initial closing and tenant leases that are executed but not commenced as of the initial closing, in each case, on the
commencement date of such tenant leases. Currently, the Company expects that the aggregate purchase price of the agreement will be in the
range of $9,000 to $9,500.
Commencing with the fourth quarter of 2008, the results of the Tower Assets to be sold will be presented as discontinued operations in our
consolidated financial statements. Additional unaudited pro forma selected financial results and unaudited pro forma selected operating
metrics have been provided to reflect the classification of the operations of Tower Assets’ operations as discontinued operations for all
periods presented.
2
Unaudited Pro Forma Selected Financial Results (3)
(on a pro forma consolidated and a pro forma segment basis)
For th e 2007 Q u arte rs En de d: Twe lve Mon ths En de d For th e 2008 Q u arte rs En de d: Nine Mon ths En de d
March 31 Ju n e 30 S e pte m be r 30 De ce m be r 31 De ce m be r 31, 2007 March 31 Ju n e 30 S e pte m be r 30 S e pte m be r 30, 2008
Consolidated
Operating
revenues (1)
Residential $ 33,896 $ 34,387 $ 34,003 $ 33,786 $ 136,072 $ 34,647 $ 34,621 $ 33,959 $ 103,227
Business 15,913 16,849 16,629 16,823 66,214 16,946 18,188 19,342 54,476
Access 6,611 7,242 7,138 7,705 28,696 6,647 6,393 6,308 19,348
Other 513 707 687 782 2,689 630 650 661 1,941
Total operating
revenues from
external
customers 56,933 59,185 58,457 59,096 233,671 58,870 59,852 60,270 178,992
Y/Y % Change n/a n/a n/a n/a n/a 3% 1% 3% 3%
Operating
expenses (1) 39,508 38,789 38,426 38,903 155,626 41,274 39,903 42,034 123,211
Depreciation
and
amortization 13,535 14,526 14,839 13,295 56,195 13,259 14,075 14,219 41,553
Impairment loss
on LMDS and
related assets — — — 5,454 5,454 — — — —
Income from
operations $ 3,890 $ 5,870 $ 5,192 $ 1,444 $ 16,396 $ 4,337 $ 5,874 $ 4,017 $ 14,228
Other Data:
Operating
EBITDA (2) $ 17,425 $ 20,396 $ 20,031 $ 20,193 $ 78,045 $ 17,596 $ 19,949 $ 18,236 $ 55,781
Y/Y % Change n/a n/a n/a n/a n/a 1% -2% -9% -4%
Total Debt $ 269,472 $269,470 $ 269,469 $ 265,831 n/a $ 277,830 $231,828 $ 233,827 n/a
For th e 2007 Q u arte rs En de d: Twe lve Mon ths En de d For th e 2008 Q u arte rs En de d: Nine Mon ths En de d
March 31 Ju n e 30 S e pte m be r 30 De ce m be r 31 De ce m be r 31, 2007 March 31 Ju n e 30 S e pte m be r 30 S e pte m be r 30, 2008
Broadband
Data $ 8,948 $ 9,283 $ 9,472 $ 9,629 $ 37,332 $ 10,128 $10,338 $ 10,348 $ 30,814
Video 9,208 9,538 9,544 9,735 38,025 10,359 10,365 10,264 30,988
Voice 5,197 5,236 5,218 5,254 20,905 5,258 5,395 5,542 16,195
Total
residential
revenues 23,353 24,057 24,234 24,618 96,262 25,745 26,098 26,154 77,997
Business 6,696 7,278 7,370 7,637 28,981 7,899 8,374 9,271 25,544
Access 229 232 296 187 944 305 370 414 1,089
Other 409 450 442 578 1,879 439 459 441 1,339
Total
operating
revenues
from
external
customers 30,687 32,017 32,342 33,020 128,066 34,388 35,301 36,280 105,969
Intersegment
revenues 159 162 142 144 607 140 141 138 419
Total
operating
revenues 30,846 32,179 32,484 33,164 128,673 34,528 35,442 36,418 106,388
Operating
expenses 28,550 27,660 28,323 28,180 112,713 30,742 31,085 32,845 94,672
Depreciation
and
amortization 7,891 8,764 9,032 9,636 35,323 9,597 10,335 10,700 30,632
Impairment
loss on
LMDS and
related
assets — — — 5,454 5,454 — — — —
Income (loss)
from
operations $ (5,595) $ (4,245) $ (4,871) $ (10,106) $ (24,817) $ (5,811) $ (5,978) $ (7,127) $ (18,916)
Other Data:
Operating
EBITDA (2) $ 2,296 $ 4,519 $ 4,161 $ 4,984 $ 15,960 $ 3,786 $ 4,357 $ 3,573 $ 11,716
3
Twe lve Mon ths

For th e 2007 Q u arte rs En de d: En de d De ce m be r 31, For th e 2008 Q u arte rs En de d: Nine Mon ths En de d
March 31 Ju n e 30 S e pte m be r 30 De ce m be r 31 2007 March 31 Ju n e 30 S e pte m be r 30 S e pte m be r 30, 2008
Telecom
Residential $ 10,543 $ 10,330 $ 9,769 $ 9,168 $ 39,810 $ 8,902 $ 8,523 $ 7,805 $ 25,230
Business 9,217 9,571 9,259 9,186 37,233 9,047 9,814 10,071 28,932
Access 6,382 7,010 6,842 7,518 27,752 6,342 6,023 5,894 18,259
Other 104 257 245 204 810 191 191 220 602
Total operating
revenues from
external
customers 26,246 27,168 26,115 26,076 105,605 24,482 24,551 23,990 73,023
Intersegment
revenues 4,434 4,633 4,779 4,684 18,530 4,343 4,560 4,707 13,610
Total operating
revenues 30,680 31,801 30,894 30,760 124,135 28,825 29,111 28,697 86,633
Operating expenses 15,551 15,924 15,024 15,551 62,050 15,015 13,519 14,034 42,568
Depreciation and
amortization 5,644 5,762 5,807 3,659 20,872 3,662 3,740 3,519 10,921
Income from
operations $ 9,485 $ 10,115 $ 10,063 $ 11,550 $ 41,213 $ 10,148 $ 11,852 $ 11,144 $ 33,144
Other Data:
Operating EBITDA
(2) $ 15,129 $ 15,877 $ 15,870 $ 15,209 $ 62,085 $ 13,810 $ 15,592 $ 14,663 $ 44,065
Reconciliation of Operating EBITDA to Net Income (Loss) from Continuing Operations
Twe lve Mon ths

For th e 2007 Q u arte rs En de d: En de d De ce m be r 31, For th e 2008 Q u arte rs En de d: Nine Mon ths En de d
March 31 Ju n e 30 S e pte m be r 30 De ce m be r 31 2007 March 31 Ju n e 30 S e pte m be r 30 S e pte m be r 30
Net Income (Loss)
from Continuing
Operations $ 101 $ 2,073 $ 1,402 $ (244) $ 3,332 $ 376 $ 1,665 $ 611 $ 2,652
Add back: Income

Taxes (75) 467 609 (1,238) (237) 489 1,203 593 2,285
Less: Other Income

(Expense) (3,864) (3,330) (3,181) (2,926) (13,301) (3,472) (3,006) (2,813) (9,291)
Income from
Operations 3,890 5,870 5,192 1,444 16,396 4,337 5,874 4,017 14,228
Add back:
Depreciation and
Amortization 13,535 14,526 14,839 13,295 56,195 13,259 14,075 14,219 41,553
Add back: One-

time non-cash
LMDS
Impairment — — — 5,454 5,454 — — — —
Operating EBITDA $ 17,425 $ 20,396 $ 20,031 $ 20,193 $ 78,045 $ 17,596 $ 19,949 $ 18,236 $ 55,781
(1) External customers only
(2) Operating EBITDA represents net income (loss) from continuing operations excluding amounts for income taxes, depreciation and all other
non-operating income/expenses, and is a common measure of operating performance in the telecommunications industry. In addition, for the
quarter ended December 31, 2007, the Company has also excluded the non-cash impairment charge relating to its LMDS licenses. Operating
EBITDA is not a measure of financial performance under United States generally accepted accounting principles, and should not be
considered in isolation or as a substitute for consolidated net income (loss) as a measure of performance.
(3) The pro forma selected financial results are based on the historical consolidated financial statements of SureWest Communications and
Everest Broadband, Inc. (“Everest”) and have been adjusted to reflect the Everest acquisition, which was consummated on February 13, 2008.
The unaudited condensed combined pro forma financial statements give the effect as if the acquisition had occurred on January 1, 2007. On
May 9, 2008, the sale of the Wireless assets was completed and the pro forma financial results reflect for all periods presented the
classification of the sold Wireless operations as discontinued operations. Also, on October 10, 2008, SureWest Communications entered into a
definitive agreement to sell the Tower Assets and the pro forma financial results reflect the classification of the operations for the Tower
Assets to be sold as discontinued operations for all periods presented.
4
UNAUDITED PRO FORMA SELECTED OPERATING METRICS
For the Quarters Ended
2007 2008
March 31 (1) June 30 (1) September 30 (1) December 31 (1) March 31 (1) June 30 (1) September 30 (1)
BROADBAND
Residential
Video
Marketable Homes - Fiber & HFC (2) 194,400 197,700 199,600 205,200 211,000 217,700 221,700
RGUs - Fiber & HFC 49,500 50,200 50,900 51,700 52,500 54,500 55,900
RGUs - Copper 3,100 2,900 3,000 2,900 2,700 2,600 2,600
Penetration - Fiber & HFC 25.5% 25.4% 25.5% 25.2% 24.9% 25.0% 25.2%
ARPU $ 59 $ 60 $ 59 $ 60 $ 63 $ 62 $ 59
Voice
Marketable Homes 278,100 279,900 280,900 283,900 286,600 292,200 296,600
RGUs 52,300 52,800 53,100 53,500 53,800 56,600 60,000
Penetration 18.8% 18.9% 18.9% 18.8% 18.8% 19.4% 20.2%
ARPU $ 33 $ 33 $ 33 $ 33 $ 32 $ 33 $ 32
Data
RGUs 85,700 87,600 89,100 90,400 91,800 94,000 95,700
Penetration 30.8% 31.3% 31.7% 31.8% 32.0% 32.2% 32.3%
ARPU $ 35 $ 36 $ 36 $ 36 $ 37 $ 37 $ 36
Total
Marketable Homes - Fiber, HFC, Copper 278,100 279,900 280,900 283,900 286,600 292,200 296,600
RGUs 190,600 193,500 196,100 198,500 200,800 207,700 214,200
Subscriber totals
Subscribers (3) 92,000 93,300 94,500 95,800 96,900 99,000 100,600
Penetration 33.1% 33.3% 33.6% 33.7% 33.8% 33.9% 33.9%
ARPU (4) $ 86 $ 86 $ 86 $ 87 $ 89 $ 89 $ 88
Triple Play ARPU (5) $ 106 $ 107 $ 106 $ 107 $ 110 $ 109 $ 106
Triple Play RGUs per Subscriber (5) 2.58 2.60 2.60 2.59 2.59 2.60 2.60
Churn 1.3% 1.7% 1.6% 1.5% 1.4% 1.5% 1.7%
Business (6)
Customers 5,300 5,500 5,700 5,800 6,000 6,200 6,300
ARPU $ 436 $ 454 $ 441 $ 442 $ 444 $ 458 $ 494
2007 2008
TELECOM
Residential
Voice
RGUs (7) 77,300 74,500 71,100 69,200 66,800 62,900 58,500
RGU Migration to Broadband Voice (8) 0 0 0 0 0 1,400 2,900
Penetration 86.5% 83.3% 79.5% 77.3% 74.3% 69.9% 64.6%
ARPU $ 45 $ 46 $ 45 $ 44 $ 44 $ 44 $ 43
Churn (9) 1.8% 2.6% 3.2% 2.3% 2.3% 2.1% 2.4%
Business (6)
Customers 10,000 9,900 9,900 9,800 9,600 9,600 9,400
ARPU $ 308 $ 321 $ 312 $ 310 $ 311 $ 341 $ 354
CONSOLIDATED RESIDENTIAL VOICE

RGUs
ILEC Voice RGUs
Broadband 0 0 0 0 100 2,000 4,400
Telecom 77,300 74,500 71,100 69,200 66,800 62,900 58,500
Total ILEC Voice RGUs (10) 77,300 74,500 71,100 69,200 66,900 64,900 62,900
CLEC Residential Voice RGUs (11) 52,300 52,800 53,100 53,500 53,700 54,600 55,600
TOTAL Residential Voice RGUs (12) 129,600 127,300 124,200 122,700 120,600 119,500 118,500
5
2007 2008
NETWORK METRICS
Marketable Homes - Fiber 104,100 106,600 108,500 114,200 119,900 125,700 129,000
Marketable Homes - HFC 90,300 91,100 91,000 91,000 91,100 92,000 92,700
Marketable Homes - Copper 83,700 82,200 81,400 78,700 75,600 74,500 74,900
Total 278,100 279,900 280,900 283,900 286,600 292,200 296,600
(1) The calculation of certain metrics have been revised over time to reflect the current view of our business. Where necessary prior period
metric calculations have been revised to conform with current practice. All amounts rounded to the nearest 100s, except percents and dollars.
(2) Marketable Homes - Fiber & HFC consists of Sacramento fiber homes and Kansas City hybrid fiber coax (HFC) homes.
(3) A residential subscriber is a customer who subscribers to one or more residential RGUs.
(4) ARPU is the total residential revenue per average subscriber.
(5) Triple play ARPU and RGU per Subscriber includes the total residential revenue per average subscriber and ending RGUs per ending
subscriber for the triple play markets, excluding the ILEC market.
(6) A business customer is a customer who subscribes to business data, voice or video and represents a unique customer account. ARPU is
the total business revenue per average customer.
(7) A voice RGU is a residential customer who subscribers to one or more voice access lines.
(8) Telecom Voice RGU Migration to Broadband Voice are residential Telecom voice RGUs in Line (7) that have ported their Telecom primary
access line service to Broadband VoIP.
(9) Telecom Churn excludes disconnects in Line (8) that have ported their Telecom primary access line service to Broadband VoIP.
(10) ILEC Voice RGUs are the total residential voice RGUs in the ILEC franchise market area that are either a Telecom primary access line or
Broadband VoIP subscriber.
(11) CLEC Voice RGUs are the total residential voice RGUs in the Kansas City and Sacramento markets, excluding the ILEC market.
(12) Total Voice RGUs are the total of ILEC and CLEC residential voice RGUs, and represent the total company residential voice RGUs of both
the Broadband and Telecom Segments.

SUREWEST COMMUNICATIONS 8-K (Events or Changes Between Quarterly Reports) 2009-02-20

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SUREWEST COMMUNICATIONS 8-K (Events or Changes Between Quarterly Reports) 2009-02-20

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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 20, 2009

California 000-29660 68-0365195

8150 Industrial Avenue, Roseville, California 95678

Registrant’s telephone number, including area code (916) 772-2000

200 Vernon Street, Roseville, California 95678

Item 8.01 Other Events.

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

(iii) Notes to unaudited pro forma condensed combined financial statements.

The following are filed as exhibits to this report:

Exh ibit No. De scription

By: /s/ Dan T. Bessey

Date: February 20, 2009

Exh ibit No. De scription

Property, plant and equipment, net 519,028 (4,902) 514,126

Intangible and other assets:

LIABILITIES AND SHAREHOLDERS’ EQUITY

Long-term debt and capital lease obligations 218,184 — 218,184

Commitments and contingencies

Basic earnings per common share:

Diluted earnings per common share:

Shares of common stock used to calculate

Basic earnings per common

Diluted earnings per

Shares of common stock

Basic earnings per common

Diluted earnings per common

Shares of common stock used

Basic earnings per common

Diluted earnings per common

Shares of common stock used

Basic earnings per common

Diluted earnings per

Shares of common stock

Basic earnings per

Diluted earnings per

Basic earnings per common share:

Diluted earnings per common share:

Shares of common stock used to calculate earnings per share:

Basic earnings per common share:

Diluted earnings per common share:

Shares of common stock used to calculate earnings per share:

NOTES TO UNAUDITED PRO FORMA CONDENSED

1. Description of Transaction and Basis of Presentation

Acquisition of Everest Broadband, Inc.

Sale of SureWest Wireless Operating Assets

Entry into a Material Definitive Agreement to sell Tower Assets

2. Pro Forma Adjustments

Acquisition of Everest Broadband, Inc.

Sale of SureWest Wireless Operating Assets

Entry into a Material Definitive Agreement to sell Tower Assets

Twe lve Mon ths

Reconciliation of Operating EBITDA to Net Income (Loss) from Continuing Operations

Twe lve Mon ths

Add back: Income

Less: Other Income

Add back: One-

CONSOLIDATED RESIDENTIAL VOICE

(4) ARPU is the total residential revenue per average subscriber.

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