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WINDSTREAM HOLDINGS, INC. FILES (8-K) Disclosing Results of Operations and Financial Condition, Financial Statements and Exhibits

February 27, 2014

Item 2.02 Results of Operations and Financial Condition. On February 27, 2014, Windstream Holdings, Inc ("Windstream", the "Company", "we", or "our") issued a press release announcing the Company's 2013 consolidated results of operations. The press release presents the Company's unaudited consolidated results of operations measured under generally accepted accounting principles in the United States ("GAAP") and certain unaudited pro forma results of operations, which are not calculated in accordance with GAAP. A "non-GAAP financial measure" is defined as a numerical measure of a company's financial performance, financial position or cash flows that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP in the Company's financial statements. The non-GAAP financial measures used by the Company may not be comparable to similarly titled measures used by other companies and should not be considered in isolation or as a substitute for measures of performance or liquidity prepared in accordance with GAAP. The unaudited consolidated results presented on a pro forma basis exclude merger and integration costs associated with strategic transactions when compared to measures prepared in accordance with GAAP. Windstream's purpose for excluding merger and integration costs and discontinued operations is to improve the comparability of results of operations in order to focus on the true earnings capacity associated with providing telecommunication services. The Company uses pro forma results as a key measure of its operational performance. Windstream management, including the chief operating decision-maker, uses these measures consistently for all purposes, including internal reporting, the evaluation of business objectives, opportunities and performance, and the determination of management compensation. The Company's press release, and other communications from time to time, include a non-GAAP measure titled operating income before depreciation and amortization, or OIBDA. OIBDA can be calculated directly from the Company's financial statements by taking operating income and adding back depreciation and amortization expense. The Company will also at times make reference to pro forma OIBDA, which is also a non-GAAP measure. Pro forma OIBDA adjusts OIBDA by excluding merger and integration costs related to strategic transactions. Management considers OIBDA to be useful to investors because OIBDA provides information specific to the Company's operating performance. In addition, from time to time, the Company's communications will also include the following non-GAAP measures:

Pro forma adjusted OIBDA, defined as pro forma OIBDA adjusted to exclude the impacts of pension (benefit) expense, restructuring charges and share-based compensation. Pro forma adjusted OIBDA is included to provide investors with useful information about the Company's operating performance before the impacts of certain non-cash items and to enhance the comparability of operating results for the periods presented. Adjusted free cash flow, defined as operating income plus depreciation and amortization, merger and integration costs, pension (benefit) expense, share-based compensation, and restructuring charges, less adjusted capital expenditures, interest paid, and income taxes paid, net of refunds. Management believes that adjusted free cash flow provides investors with useful information about the ability of the Company's core operations to generate cash flow. Adjusted capital expenditures are defined as capital expenditures, less integration capital expenditures. 2


Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description Exhibit 99(a) Windstream Press Release dated February 27, 2014 3


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