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•	High-speed Internet access: We offer high-speed Internet access with speeds up to 100 Mbps.

•	Internet security services: Our Security Suite offers customers critical Internet security services, including anti-virus protection, spyware blocking, file back up and restoration.

•	Online backup services: Our online backup service allows consumers to back up and restore important files through the Internet. Additionally, our backup services provide consumers with the ability to store and share files on network-based storage devices. Files can be accessed from any computer with an Internet connection.

•	High-speed Internet access: We offer speeds up to 1 gigabits per second (“Gbps”) with an option of high-speed Internet or a dedicated solution.

•	Online backup: Our online backup solution is dedicated to keeping files safe, secure and easily accessible from any location. These services include hosting mission critical servers and computer systems with full redundant subsystems with the ability to set up scheduled backups.

•	Remote IT: We provide a remote tech help service that provides remote support 24x7 and serves as a virtual information technology (“IT”) department without the high expense.

•	Web and audio conferencing: We are able to connect businesses through our audio, web and event conferencing which enables quick and easy access to organizing, securing, attending and recording conferences all from a telephone keypad.

•	Managed web design: We provide a professionally developed website design, whether it is a simple site or a complex store, to keep our small business customers competitive in today’s digital world.

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•	Web and E-mail hosting: With our web and e-mail hosting services, our small business - ILEC customers are in control of customizing and branding their own professional online presence. We provide the tools to quickly and efficiently develop a web presence that suits their business needs.

•	Fax-to-e-mail: We offer the ability to leverage the advantage of mobility to send and receive faxes online from anywhere they can access their email or Internet. We also offer a Health Insurance Portability and Accountability Act (“HIPAA”) compliant option to support our customers in the healthcare industry to maintain compliance with current health standards and regulations.

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Product enhancement: Faster Internet speeds and the launch of Kinetic deliver more value to customers while growing account revenue. These products not only improve the competitiveness of our offering but drive tangible value to the customer while improving the overall account revenue profile. For small businesses, higher speeds and incremental voice lines unlock increased discounts while increasing the value to the customer.

•	Improved customer experience: Continued improvement in the customer experience for both small businesses and consumers is the key to improved retention that drives stabilized market share. We map the customer journey and target initiatives that improve the processes, systems, and policies that impact the manner in which customers interact with us and our products.

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Product simplification: We sell double and triple play bundle packages to customers at competitive price points, offering high-speed Internet voice and video services at a better value than when purchasing those services individually or from different providers. In the small business - ILEC space, we follow a similar bundling approach utilizing voice lines and broadband (dedicated or simple) as the bundle foundation.

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Cable television companies: Cable television providers are aggressively offering high-speed Internet, voice and video services in the majority of our service areas. These services are typically bundled and offered to our customers at competitive prices. It is not unusual to see aggressive broadband pricing to win the household. For small business customers, cable providers leverage discounted TV and broadband pricing to win larger bundles of service.

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•	Wireless carriers: Wireless providers primarily compete for voice services in our markets. Consumers continue to disconnect voice service in favor of wireless service. In addition, wireless companies continue to expand their high-speed Internet offerings which does, in some instances, provide another alternative for customers, intensifying the level of competition in our markets.

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Communications carriers: We are required to lease our facilities and capacity to other communications carriers. These companies compete with us by providing voice and high-speed Internet services to both the consumer and small business - ILEC segment. Additionally, some of the more populated service areas are experiencing new-market entry by communications carriers who are building out their own network to compete for high-speed Internet services.

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Integrated voice and data services: Our integrated services deliver voice and data over a single connection, which helps our customers manage voice and data usage and related costs. These services are delivered over an Internet connection, as opposed to a traditional voice line, and can be managed through equipment at the customer premise or through hosted equipment options, both of which we are able to provide.

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•	Multi-site networking: Our advanced network provides private, secure multi-site connections for large businesses with multiple locations. Our core growth networking growth products include multiprotocol label switching (“MPLS”), Ethernet - Local Area Network (“LAN”) and Wavelength connectivity solutions.

•	UCaaS and hosted voice: Our robust UCaaS and hosted voice solution portfolio leverages the latest technology to enable our customers to improve productivity and avoid the upfront capital expense associated with costly PBX systems.

•	Colocation and data center services: We offer traditional colocation services directly through our data centers and more advanced cloud computing, hosting and disaster recovery solutions through our reciprocal strategic partnerships. We will continue to make investments to expand our fiber network directly to other third party data center facilities.

•	Managed services: We provide a breadth of managed services, for both our network and data center services, including managed Wide Area Network (“WAN”), managed LAN, managed network security, managed Internet and managed voice services that allow our customers information technology (“IT”) organizations to focus on other mission critical activities.

•	High-speed Internet: We offer a range of high-speed broadband Internet access options providing reliable connections designed to help our customers reduce costs and boost productivity.

•	Traditional Voice: Voice services consist of basic telephone services, including voice, long-distance and related features delivered over a traditional copper line.

•	the direct sales force, which accounts for the majority of our new sales;

•	our dedicated account management team, who focus on pro-actively supporting, retaining and growing existing customers as their needs evolve over time;

•	our indirect sales channel, which partners with third-party dealers who sell directly to customers; and

•	third-party agents, who refer sales of our products and services to our direct sales force.

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•	further adverse changes in economic conditions in the markets served by us;

•	the extent, timing and overall effects of competition in the communications business;

•	our election to accept state-wide offers under the FCC’s Connect America Fund, Phase 2, and the impact of such election on our future receipt of federal universal service funds and capital expenditures;

•	the impact of new, emerging or competing technologies;

•	for certain operations where we lease facilities from other carriers, adverse effects on the availability, quality of service, price of facilities and services provided by other carriers on which our services depend;

•	unfavorable rulings by state public service commissions in proceedings regarding universal service funds, inter-carrier compensation or other matters that could reduce revenues or increase expenses;

•	material changes in the communications industry that could adversely affect vendor relationships with equipment and network suppliers and customer relationships with wholesale customers;

•	changes to our current dividend practice which is subject to our capital allocation policy and may be changed at any time at the discretion of our board of directors;

•	our ability to make rent payments under the master lease to CS&L, which may be affected by results of operations, changes in our cash requirements, cash tax payment obligations, or overall financial position;

•	unanticipated increases or other changes in our future cash requirements, whether caused by unanticipated increases in capital expenditures, increases in pension funding requirements, or otherwise;

•	the availability and cost of financing in the corporate debt markets;

•	the potential for adverse changes in the ratings given to our debt securities by nationally accredited ratings organizations;

•	earnings on pension plan investments significantly below our expected long term rate of return for plan assets or a significant change in the discount rate or other actuarial assumptions;

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•	unfavorable results of litigation or intellectual property infringement claims asserted against us;

•	the risks associated with non-compliance by us with regulations or statutes applicable to government programs under which we receive material amounts of end user revenue and government subsidies, or non-compliance by us, our partners, or our subcontractors with any terms of our government contracts;

•	the effects of federal and state legislation, and rules and regulations governing the communications industry;

•	continued loss of consumer households served and consumer high-speed Internet customers;

•	the impact of equipment failure, natural disasters or terrorist acts;

•	the effects of work stoppages by our employees or employees of other communications companies on whom we rely for service; and

•	those additional factors under “Risk Factors” in Item 1A of this Annual Report and in subsequent filings with the Securities and Exchange Commission at www.sec.gov.

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•	Increase our vulnerability to general adverse economic and industry conditions;

•	Require us to dedicate a substantial portion of cash flows from operations to interest and principal payments on outstanding debt, thereby limiting the availability of cash flow to fund future capital expenditures, working capital and other general corporate requirements;

•	Limit our flexibility in planning for, or reacting to, changes in our business and the telecommunications industry;

•	Place us at a competitive disadvantage compared with competitors that have less debt; and

•	Limit our ability to borrow additional funds, even when necessary to maintain adequate liquidity.

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(a)

In connection with the spin-off (see Note3), Windstream Holdings entered into a long-term triple-net master lease with CS&L to lease back the telecommunications network assets. For financial reporting purposes, the transaction was accounted for as a failed spin-leaseback. As a result, the net book value of the network assets transferred to CS&L continue to be reported in our consolidated balance sheet.

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(a)

Our common stock is traded on the NASDAQ Global Select Market under the symbol “WIN.” The following table reflects the range of high, low and closing prices of our common stock as reported by Dow Jones & Company, Inc. for each quarter in 2015 and 2014. The stock prices and dividends declared presented below have been adjusted for the one-for-six reverse stock split of our common stock effected on April 26, 2015:

(1)	On April 24, 2015, we completed the spin-off of CS&L. The closing price of our common stock on April 24, 2015 was $46.98, and the opening price on April 27, 2015, the first trading date following consummation of the spin-off, was $11.72.

(2)

On April 24, 2015, we made a cash distribution of $.3954 per share (or $.0659 per share on a pre-spin-off/pre-reverse split basis) to our stockholders of record on April 10, 2015. On May 5, 2015, we declared a cash dividend of $.1104 per share on our common stock, which is equivalent of a prorated per share quarterly dividend for the period beginning April 25, 2015 and ending June 30, 2015, which was payable on July 15, 2015 to shareholders of record on June 30, 2015.

(b)	Not applicable.

(c)	Not applicable.

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•

On April 24, 2015, Windstream completed the spin-off and distribution of CS&L. As a result, Windstream Holdings shareholders received one share of CS&L common stock for every five shares of Windstream Holdings common stock owned. The return calculation for 2015 assumes that the dollar value of the CS&L shares distributed in connection with the spin-off was reinvested in Windstream Holdings common stock on April 27, 2015. The dollar value of the CS&L shares distributed is based on a price per share of CS&L of $28.60, which was the closing price of CS&L in the “when issued” market on April 24, 2015. The dollar value of the CS&L shares distributed was assumed to be reinvested at a price per share of Windstream Holdings common stock of $10.61, which was the closing price on April 27, 2015.

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The comparative shareholder return chart is presented in accordance with SEC rules, which treats the CS&L distribution as a dividend that is reinvested back into Windstream Holdings common stock. We believe a more accurate view of shareholder return would treat the distribution of CS&L shares as a one-time, special cash distribution that is not reinvested back into Windstream Holdings common stock. Under this methodology, Windstream Holdings’ total shareholder return would have been (11) percent during 2015, and the ending value of the investment in Windstream would have been $79.39 versus $54.87 reflected in the chart.

(1)	Includes shares available under the Amended and Restated PAETEC Holding Corp. 2011 Omnibus Incentive Plan.

(2)	The Amended and Restated Windstream 2006 Equity Incentive Plan.

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(1)

Includes 52,547 shares that were not part of our publicly announced share repurchase program. These shares represent shares which were withheld for tax payments due upon the vesting of employee restricted stock awards, and do not reduce the dollar value that may yet be purchased under our publicly announced share repurchase program. We intend to continue to satisfy statutory minimum tax withholding obligations in connection with the vesting of outstanding restricted stock through the withholding of shares.

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(a)	Evaluation of disclosure controls and procedures.

(b)	Management’s report on internal control over financial reporting.

(c)	Changes in internal control over financial reporting.

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

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

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

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(a)	The following documents are filed as a part of this report:

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(a)	Accounts charged off net of recoveries of amounts previously written off.

(b)	Reflects adjustment to valuation allowances on net operating loss carryforwards due to the effects of the REIT spin-off, which was charged to additional paid-in capital.

(c)	Reduction of valuation allowances on net operating loss carryforwards due to the effects of the reorganization of certain subsidiaries to limited liability companies completed during the first quarter of 2015.

(d)	Reversal of valuation allowances on net operating loss carryforwards realized due to the sale of Pinnacle Software Company and on capital loss carryforwards realized as a result of capital gains recognized.

(e)

Costs primarily consist of charges incurred related to the REIT spin-off, the sale of our data center business and charges related to a network optimization project designed to consolidate traffic onto network facilities operated by us and reduce the usage of other carriers’ networks, including service areas acquired in the PAETEC acquisition. Restructuring charges primarily include severance and other employee benefit costs resulting from workforce reductions completed during the year and costs incurred related to a special shareholder meeting.

(f)	Costs primarily consist of charges for various information technology conversions, consulting fees and other expenses incurred related to the REIT spin-off and severance and other employee benefit costs resulting from workforce reductions completed during the year.

(g)	Costs primarily represent charges related to information technology conversions and network efficiency projects.

(h)	Represents cash outlays for merger, integration and restructuring costs.

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As further discussed below, we completed the spin-off of certain telecommunications network assets into an independent, publicly traded real estate investment trust (“REIT”) and then entered into an agreement to leaseback the network assets from Communications Sales & Leasing, Inc. (“CS&L”). As part of this transaction, we retained a 19.6 percent ownership interest in CS&L and reduced long-term debt by approximately $3.2 billion lowering our cash interest on long-term debt by approximately $80.5 million in 2015. Through the monetization of our retained ownership interest in CS&L, we are positioned to retire additional long-term debt.

•	We repurchased in the open market $299.5 million of long-term debt, which improved our debt maturity profile and will lower annual interest expense on long-term debt by approximately $17.5 million.

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We completed the sale of a substantial portion of our data center business to TierPoint, LLC (“TierPoint”), a leading national provider of cloud, colocation and managed services, for $575.0 million in cash. As part of the transaction, we established an ongoing reciprocal strategic partnership with TierPoint, allowing both companies to sell their respective products and services to each other’s prospective customers through referrals. This arrangement with TierPoint allows us to invest capital in our core telecommunications offerings while continuing to offer traditional data center services to enterprise customers across a broader TierPoint data center footprint.

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We made capital investments of nearly $1.1 billion which included upgrades and expansion of our broadband and carrier network capabilities to provide faster consumer high-speed Internet services and to improve overall network reliability and efficiency. We believe these capital investments will improve our competitiveness in the marketplace and provide a path to grow revenue and gain market share.

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To return value to shareholders, on August 5, 2015, our board of directors authorized a stock repurchase program of up to $75.0 million to be completed by December 31, 2016. Under this plan, we will buy back shares opportunistically through open market purchases. During 2015, we repurchased 7.5 million of our common shares at a total cost of $46.2 million. We completed the stock repurchase in February 2016 having repurchased $28.8 million of our stock subsequent to year-end.

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(a)	Prior year amounts for cost of services and selling, general and administrative have been adjusted to reflect the proper classification of certain operating expenses. See Note 1 for additional information.

(b)	Excludes depreciation and amortization included below.

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(a)	Increases in enterprise revenues were primarily due to the continued demand for advanced data services partially offset by decreases in traditional voice and long-distance revenues due to lower usage and the adverse effects of competition.

(b)	Decreases were primarily due to declines in voice-only revenues attributable to the reductions in customers from the impacts of competition. The decreases are partially offset by growth in high-speed Internet bundles due to the continued migration of customers to higher speeds, increased sales of value added services, and targeted price increases.

(c)	Decreases were due to declines in wireless TDM revenues that consist of monthly recurring charges for dedicated copper-based circuits as a result of carriers migrating to fiber-based networks.

(d)	Decreases were primarily due to a decline in the number of customers served as a result of business closures and competition.

(e)

Regulatory revenues include switched access revenues, federal and state Universal Service Fund (“USF”) revenues, CAF Phase II support, and funds received from the access recovery mechanism (“ARM”). Switched access revenues include usage sensitive revenues from long distance companies and other carriers for access to our network in connection with the completion of long distance calls, as well as reciprocal compensation received from wireless and other local connecting carriers for the use of our network facilities. USF revenues are government subsidies designed to partially offset the cost of providing wireline services in high-cost areas. CAF Phase II funding is administered by the FCC for the purpose of expanding and supporting broadband service in rural areas and effectively replaces frozen USF support in those states in which we elected to receive the CAF Phase II funding. The ARM is additional federal universal service support available to help mitigate revenue losses from intercarrier compensation reform not covered by the access recovery charge (“ARC”). See Regulatory Matters for further discussion.

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

(b)	Increases in network operations were primarily due to higher leased network facilities costs attributable to expansion of our fiber transport network.

(c)	Increases in the federal USF contributions were driven by an increase in the average USF contribution factor each year.

(d)

The decrease in pension and postretirement expense in 2015 was primarily attributable to the difference in the net actuarial losses recognized in the current and prior year periods. During 2015, we recognized a net actuarial loss of $8.7 million, of which $6.7 million was included in cost of services. Comparatively, we recognized an actuarial loss of $128.6 million in 2014, of which $101.0 million was recorded to cost of services, and we recognized an actuarial gain of $110.4 million

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(a)	The decrease in 2015 was primarily attributable to reduced advertising spend related to demand generation of sales leads and customer research and analytics. The increase in 2014 primarily due to the expansion of enterprise marketing campaigns designed to generate sales leads and promote brand awareness.

(b)	The decrease in salaries and wages and other benefits in 2015 was primarily attributable to the completion of several small workforce reductions during the year. The decrease in 2014 was primarily due to a reduction in our enterprise sales force.

(c)

The decrease in pension and postretirement expense in 2015 was primarily attributable to the difference in the net actuarial losses recognized. During 2015, a net actuarial loss of $8.7 million was recognized, of which $2.0 million was included in SG&A. Comparatively, we recognized an actuarial loss of $128.6 million in 2014, of which $27.6 million was included in SG&A, and we recognized an actuarial gain of $110.4 million in 2013, of which $26.7 million was included in SG&A. The net actuarial loss in 2015 resulted primarily from our pension plan assets not performing as well as expected, partially

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(a)	Increases in depreciation expense were primarily due to additions to property, plant and equipment.

(b)	Decreases in amortization expense reflected the use of the sum-of-the-years-digits method for customer lists. The effect of using an accelerated amortization method results in incremental declines in expense each year as the intangible assets amortize.

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(a)	Information technology conversion costs incurred primarily consisted of redundant IT platform integrations designed to improve processes and drive efficiencies.

(b)	Consulting and other costs, during 2015, mostly consisted of consulting fees related to the sale of a substantial portion of our data center business. In 2013, we incurred consulting fees related to network efficiency projects.

(c)

Restructuring charges are primarily due to small workforce reductions completed during 2015, an early termination of a software licensing agreement and the special shareholder meeting, as discussed above. In 2014, restructuring charges primarily relate to the workforce reduction completed in the first quarter of 2014, also discussed above, as well as other restructuring activities. In 2013, we incurred charges related to a voluntary workforce reduction initiated to better align our focus on enterprise customer opportunities.

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(a)	The gain recognized during 2015 represents the gain from the sale of our remaining non-strategic directory publishing business completed on April 1, 2015. The loss realized in 2013 was primarily due to the disposal of various non-operating real estate assets.

(b)	Other income (expense), net during 2013, primarily consisted of costs incurred in connection with the Holding Company Formation.

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(a)

Increases in high-speed Internet bundle revenues were primarily due to the continued migration of customers to higher speeds, increased sales of value added services, targeted price increases, and implementation of a modem rental program during 2015, partially offset by declines in high-speed Internet customers. Demand for faster broadband speeds and Internet-related services such as virus protection and online data backup services, are expected to favorably impact consumer high-speed Internet revenues, offsetting some of the decline in consumer voice revenues.

(b)	Decreases in voice only revenues were primarily attributable to the decline in households served due to the impacts of competition, partially offset by the effects of targeted price increases.

(c)

Decreases in Small Business - ILEC revenues were primarily attributable to lower usage for voice and long distance services and the decline in customers due to the impacts of competition. These declines were partially offset by incremental revenues attributable to the ARC of $2.9 million and $4.3 million in 2015 and 2014, respectively, primarily due to an increase in the monthly rate effective July 1st of each year as described above.

(d)	The decrease in product sales during 2015 was attributable to the decline in sales of high-speed Internet modems as a result of the modem rental program implemented during the year.

(e)	The decreases were primarily attributable to a reduction of interconnection expense, reflecting lower voice only revenues due to the decline in households served and a reduction in third party ancillary costs such as technical assistance and online data backup services.

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(a)	The decreases in the number of consumer households served in 2015 and 2014 were primarily attributable to the effects of competition from wireless carriers, cable companies and other providers using emerging technologies.

(b)

The decreases in consumer high-speed Internet customers in 2015 and 2014 were primarily due to the effects of competition from other service providers and increased penetration in the marketplace, as the number of households without high-speed Internet service continues to shrink. As of December 31, 2015, we provided high-speed Internet service to approximately 76 percent of our primary residential lines in service and approximately 77 percent of our total voice lines had high-speed Internet competition, primarily from cable service providers.

(c)	The decreases in small business customers in 2015 and 2014 were primarily due to business closures and competition from cable companies.

(a)	Core carrier revenues primarily include revenues from other carriers for special access circuits and fiber connections.

(b)	Wholesale revenues represent voice and data services sold to other carriers on a wholesale basis.

(c)	The decreases in these revenues were attributable to declines in special access charges for dedicated copper-based circuits as carriers migrate to fiber-based networks. We expect these revenues to be adversely impacted as wireless carriers continue to migrate traffic to fiber-based connections.

(d)

The increase during 2015 was primarily related to higher interconnection expense due to an increase in long distance usage by our wholesale customers. Comparatively, the decrease in 2014 reflected a reduction in interconnection expense resulting from a decline in long distance usage partially offset by growth in interconnection costs due to increased purchases of circuits and growth in data customers.

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(a)

Decreases in traditional voice and long-distance service revenues were primarily attributable to lower usage, adverse effects of competition and the migration of existing customers to integrated services and bundled offerings. These declines were partially offset by incremental revenues attributable to the access recovery charge (“ARC”) of $4.1 million and $8.1 million in 2015 and 2014, respectively, primarily due to an increase in the monthly rate effective July 1st of each year. The ARC is a monthly charge established by the FCC designed to mitigate revenue reductions from intercarrier compensation reform.

(b)	Increases in data and integrated services revenues were primarily due to continued demand for advanced data services and customer migration to our integrated voice and data services.

(c)	The increases during 2015 and 2014 were primarily due to customer access costs directly related to the growth in enterprise data and integrated services revenues and increases in network operations due to the expansion of our fiber transport network.

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(a)	The decreases were primarily due to the decline in customers, discussed below. For 2016, we are focused on customer retention and selling incremental services to existing customers to enhance profitable revenue opportunities.

(b)	The decreases during 2015 and 2014 were primarily due to a decrease in network access costs directly related to the decline in customers.

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

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

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(a)	Adjustments required by the credit facility and indentures primarily consist of the inclusion of the annual cash rental payment due under the master lease agreement with CS&L and the exclusion of pension and share-based compensation expense, non-recurring merger, integration and restructuring charges.

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

(c)	Adjustments required by the credit facility and indentures primarily consist of the inclusion of capitalized interest and amortization of the discount on long-term debt, net of premiums, and the exclusion of the interest expense attributable to the long-term lease obligation under the master lease agreement with CS&L.

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

(a)	Ratings assigned to Windstream Services

(b)	Corporate credit rating and outlook assigned to Windstream Services for Moody’s and Fitch, while S&P assigns corporate credit rating and outlook to Windstream Holdings, Inc.

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(a)	Excludes $4.6 million of unamortized premiums (net of discounts) and $62.8 million of unamortized debt issuance costs included in long-term debt at December 31, 2015.

(b)	Variable rates on the senior secured credit facility are calculated in relation to one-month London Interbank Offered Rate (“LIBOR”) rate which was 0.35 percent at December 31, 2015.

(c)	Represents undiscounted future minimum lease payments related to the master lease agreement with CS&L and the leaseback of real estate contributed to the Windstream Pension Plan, which exclude the residual value of the obligations at the end of the initial lease terms.

(d)	Capital leases include non-cancellable leases, consisting principally of leases for facilities and equipment.

(e)	Operating leases include non-cancellable operating leases, consisting principally of leases for network facilities, real estate, office space and office equipment.

(f)	Purchase obligations include open purchase orders not yet receipted and amounts payable under non-cancellable contracts. The portion attributable to non-cancellable contracts primarily represents agreements for network capacity and software licensing.

(g)	Other long-term liabilities and commitments primarily consist of deferred tax liabilities, pension and other postretirement benefit obligations, interest rate swaps, asset retirement obligations and long-term deferred revenue.

(h)	Excludes $3.2 million of reserves for uncertain tax positions, including interest and penalties, that were included in other liabilities at December 31, 2015 for which we are unable to make a reasonably reliable estimate as to when cash settlements with taxing authorities will occur.

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(i)

Includes $18.4 million and $4.0 million in current portion of interest rate swaps and pension and postretirement benefit obligations, respectively that were included in other current liabilities at December 31, 2015. The current portion of pension and postretirement benefit obligations includes $1.0 million for expected pension contributions in 2016. Although no additional pension contributions may be required in 2016, due to uncertainties inherent in the pension funding calculation, the amount and timing of any remaining contributions are unknown and therefore have been reflected as due in more than 5 years.

(j)	Excludes $15.2 million in long-term capital lease obligations, which are included in capital leases above.

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

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•	Revenue Recognition

•	Fair Value Measurement Disclosures

•	Pension Plan Investment Disclosures

•	Valuation of Inventory

•	Measurement Period Adjustments in a Business Combination

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•	further adverse changes in economic conditions in the markets served by us;

•	the extent, timing and overall effects of competition in the communications business;

•	our election to accept state-wide offers under the FCC’s Connect America Fund, Phase 2, and the impact of such election on our future receipt of federal universal service funds and capital expenditures;

•	the impact of new, emerging or competing technologies;

•	for certain operations where we lease facilities from other carriers, adverse effects on the availability, quality of service, price of facilities and services provided by other carriers on which our services depend;

•	unfavorable rulings by state public service commissions in proceedings regarding universal service funds, inter-carrier compensation or other matters that could reduce revenues or increase expenses;

•	material changes in the communications industry that could adversely affect vendor relationships with equipment and network suppliers and customer relationships with wholesale customers;

•	changes to our current dividend practice which is subject to our capital allocation policy and may be changed at any time at the discretion of our board of directors;

•	our ability to make rent payments under the master lease to CS&L, which may be affected by results of operations, changes in our cash requirements, cash tax payment obligations, or overall financial position;

•	unanticipated increases or other changes in our future cash requirements, whether caused by unanticipated increases in capital expenditures, increases in pension funding requirements, or otherwise;

•	the availability and cost of financing in the corporate debt markets;

•	the potential for adverse changes in the ratings given to our debt securities by nationally accredited ratings organizations;

•	earnings on pension plan investments significantly below our expected long term rate of return for plan assets or a significant change in the discount rate or other actuarial assumptions;

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•	unfavorable results of litigation or intellectual property infringement claims asserted against us;

•	the risks associated with non-compliance by us with regulations or statutes applicable to government programs under which we receive material amounts of end user revenue and government subsidies, or non-compliance by us, our partners, or our subcontractors with any terms of our government contracts;

•	the effects of federal and state legislation, and rules and regulations governing the communications industry;

•	continued loss of consumer households served and consumer high-speed Internet customers;

•	the impact of equipment failure, natural disasters or terrorist acts;

•	the effects of work stoppages by our employees or employees of other communications companies on whom we rely for service; and

•	those additional factors under “Risk Factors” in Item 1A of this Annual Report and in subsequent filings with the Securities and Exchange Commission at www.sec.gov.

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The selected consolidated financial data of Windstream Services are identical to Windstream Holdings with the exception of certain expenses directly incurred by Windstream Holdings principally consisting of audit, legal and board of director fees, NASDAQ listing fees, other shareholder-related costs, income taxes, common stock activity, and payables from Windstream Services to Windstream Holdings. In 2015, 2014 and 2013, the amount of pretax expenses directly incurred by Windstream Holdings totaled approximately $2.0 million, $2.3 million and $0.5 million or $1.2 million, $1.4 million and $0.3 million on an after-tax basis, respectively. Earnings per common share and dividends declared per common share information for Windstream Services would not be applicable following the formation of Windstream Holdings completed on August 30, 2013.

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On April 24, 2015, Windstream Holdings amended its certificate of incorporation to decrease the number of authorized shares of common stock from 1.0 billion to 166.7 million and enacted a one-for-six reverse stock split with respect to all outstanding shares of common stock which became effective April 26, 2015. Share data of Windstream Holdings has been retrospectively adjusted to reflect the decrease in authorized shares and the reverse stock split.

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During 2015, we early adopted new accounting guidance related to the presentation of unamortized debt issuance costs and deferred income taxes in our consolidated balance sheets.  As a result, unamortized debt issuance costs previously reported as other assets have been reclassified as a reduction to long-term debt for all prior periods presented.  In addition,  we have classified all deferred income tax balances as noncurrent. The effect of this change was to net previously reported current deferred income tax assets with noncurrent deferred income tax liabilities and present only one amount for noncurrent deferred income tax liabilities for all prior periods presented. See Notes 2, 5 and 13 to the consolidated financial statements for additional information regarding these changes.

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•	Explanations for significant events affecting our historical operating trends during the years 2013 through 2015 are provided in Management’s Discussion and Analysis of Results of Operations and Financial Condition.

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In 2011, we changed our method of recognizing actuarial gains and losses for pension benefits to recognize actuarial gains and losses in our operating results in the year in which the gains and losses occur. The effect of this change in methodology can create volatility in actuarial gains and losses recognized based on market fluctuations which impacts pension expense (income) for the year. Pension expense (income) was $1.2 million, $128.3 million, $(115.3) million, $67.4 million and $166.8 million in 2015, 2014, 2013, 2012, and 2011, respectively.

•	On November 30, 2011, we acquired PAETEC which affected our historical operating trends during 2012.

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(a)	None of the income from discontinued operations was allocable to participating securities in 2013.

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(a)	Represents the portion of historical goodwill allocated to the disposed businesses.

(a)	In connection with the spin-off, we transferred customer lists with a gross cost of $34.5 million and a net carrying value of $13.1 million to CS&L (see Note 3). At the date of sale, customer lists associated with the data center operations had a gross cost of $87.8 million and a net carrying value of $35.7 million.

(b)	During 2015, we acquired for cash non-exclusive licenses to various patents, which are being amortized on a straight-line basis over the estimated useful life of 3 years.

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(a)	Debt obligation was retired in connection with completion of the debt-for-debt exchange (see Note 3).

(b)	During 2015, Windstream Services repurchased in the open market a portion of this debt obligation.

(c)	The net premium balance and unamortized debt issuance costs are amortized using the interest method over the life of the related debt instrument.

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•	$195.9 million aggregate principal amount of 7.875 percent senior unsecured notes due November 1, 2017, (the “2017 Notes) at a repurchase price of $209.6 million, including accrued and unpaid interest;

•	$29.6 million aggregate principal amount of 7.750 percent senior unsecured notes due October 1, 2021, (the “2021 Notes), at a repurchase price of $25.8 million, including accrued and unpaid interest;

•	$14.1 million aggregate principal amount of 7.500 percent senior unsecured notes due June 1, 2022, (the “2022 Notes), at a repurchase price of $11.5 million, including accrued and unpaid interest; and

•	$59.9 million aggregate principal amount of 7.500 percent senior unsecured notes due April 1, 2023, (the “2023 Notes) at a repurchase price of $50.2 million, including accrued and unpaid interest.

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

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(a)	Recognized at carrying value of $5,233.3 million and $8,651.7 million in long-term debt, including current maturities, and excluding unamortized debt issuance costs, in the accompanying consolidated balance sheets as of December 31, 2015 and 2014, respectively.

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(a)	During 2015 and 2014, pension benefits paid from Windstream’s assets totaled $0.9 million and $0.8 million, respectively. All postretirement benefits in both years were paid from Windstream’s assets.

(b)

In an effort to reduce our long-term pension obligations and administrative expenses of the Windstream Pension Plan, during the fourth quarter of 2014, we offered to certain eligible participants of the plan the option to receive a single lump sum payment in full settlement of all future pension benefits earned by the participant from prior service to Windstream. Individuals eligible for the voluntary lump sum payment option were former employees and certain of their beneficiaries with termination dates on or prior to June 7, 2014 who had not yet commenced their pension benefit payments. The calculated amount of the single lump sum payment was the actuarial equivalent of the participant’s vested accrued pension benefit as of December 2014. All lump-sum payments were made from existing plan assets.

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(a)	As a result of the various remeasurements of our postretirement benefit obligations previously discussed, key assumptions including the discount rate were updated as of each remeasurement date.

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(a)	The money market fund is based on the fair value of the underlying assets held as determined by the fund manager on the last business day of the year. The underlying assets are mostly comprised of certificates of deposit, time deposits and commercial paper valued at amortized cost.

(b)	The guaranteed annuity contract is based on the value of the underlying contracts adjusted to market value which recognizes that either long-term assets would have to be sold before contract maturity or new contributions by other contract holders would have to be exchanged for funds being transferred, precluding these contributions from being invested at their current state of return.

(c)

Units in common collective trust funds are valued by reference to the funds’ underlying assets and are based on the net asset value as reported by the fund manager on the last business day of the Plan year. The underlying assets are mostly comprised of publicly traded equity securities and fixed income securities. These securities are valued at the official closing price of, or the last reported sale prices as of the close of business or, in the absence of any sales, at the latest available bid price.

(d)

Government and agency securities, corporate bonds and asset backed securities, common and preferred stocks, and registered investment companies traded in active markets on securities exchanges are valued at their quoted market prices on the last day of the Plan year. Securities traded in markets that are not considered active are valued based on quoted market prices, broker or dealer quotes or alternative pricing sources with reasonable levels of price transparency. Securities

(e)	Derivative financial instruments consist primarily of swaps and are valued at fair value based on models that reflect the contractual terms of the instruments. Inputs include primarily observable market information, such as swap curves, benchmark yields, rating updates and interdealer broker quotes at the end of the Plan year.

(f)	Hedge fund of funds hold a portfolio of other investment funds instead of directly investing in specific securities, commodities or other financial instruments. The funds are valued based on the net asset value of the fund determined by

(g)

The real estate fund is valued based on the net asset value of the fund on the last business day of the Plan year. The net asset value is derived from the fair value of the underlying net assets of the fund. Private equity funds consist of investments in limited partnerships and are valued based on the Plan’s capital account balance at year end as reported in the audited financial statements of the partnership. This category also includes the contributed real estate properties we are leasing back from the plan. The fair value of these properties is based on independent appraisals.

(h)	Other investments consists of investments in foreign currency, which are valued at their quoted market price on the last day of the Plan year.

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(a)	See separate table below for details about these reclassifications.

(a)	These accumulated other comprehensive (loss) income components are included in the computation of net periodic benefit (income) expense (See Note 8).

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(a)	The gain recognized during 2015 represents the gain from the sale of our remaining non-strategic directory publishing business completed on April 1, 2015. The loss realized in 2013 was primarily due to the disposal of various non-operating real estate assets.

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Consumer and Small Business - ILEC - We manage as one business our residential and small business customers who reside in markets in which we are the incumbent local exchange carrier (“ILEC”) due to the similarities with respect to service offerings, marketing strategies and customer service delivery. Products and services offered to these customers include traditional local and long-distance voice services and high-speed Internet services, which are delivered primarily over network facilities operated by us. We offer consumer video services primarily through a relationship with Dish Network LLC and we also own and operate cable television franchises in some of our service areas. During 2015, we launched Kinetic, a complete video entertainment offering in our Lincoln, Nebraska and Lexington, Kentucky markets, with plans to launch in Sugar Land, Texas in the second quarter of 2016. We expect to roll out this new service to additional markets during the next few years.

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Carrier - Our carrier operations consist of providing products and services to other communications services providers, including special access services, which provide network access and transport services to end users, and fiber-to-tower connections to support backhaul services to wireless carriers. We also offer on a wholesale basis voice and data transport services to other communications providers, including the resale of our services and the sale of unbundled network elements, which allow wholesale customers to provide voice and data services to their customers through the use of our network or in combination with their own networks.

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Enterprise - Our enterprise operations consist of our business customer relationships that generate $1,500 or more in revenue per month. Products and services offered to these customers include integrated voice and data services, which deliver voice and broadband services over a single Internet connection, multi-site networking services which provide a fast and private connection between business locations, as well as a variety of other data services, including cloud computing and collocation and managed services as an alternative to traditional information technology infrastructure.

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Small Business - CLEC - These operations consist of our business customer relationships that generate less than $1,500 in revenue per month and are located in services areas in which we are a competitive local exchange carrier (“CLEC”) and provide services over network facilities primarily leased from other carriers. Products and services provided to these customers include integrated voice and data services, advanced data and traditional voice and long-distance services, as well as value added services including online backup, managed web design and web hosting, and various e-mail services.

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(a)	Quarterly earnings (loss) per share amounts may not add to full-year earnings per share amounts due to the difference in weighted-average common shares for the quarters compared to the weighted-average common shares for the year.

•	As discussed in Note 2, we recognized a pretax gain of $326.1 million from the sale of our data center business in the fourth quarter of 2015. This gain increased net income by $199.7 million.

•	Revenues and sales and operating income for the third quarter of 2015 were favorably impacted by $72.8 million of incremental CAF Phase II support received in August that was retroactive to January 1, 2015.

•	Operating income for the second quarter of 2015 was adversely impacted by $54.5 million of transaction costs related to the REIT spin-off, including investment banker, legal and accounting fees. (See Note 10).

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Net income (loss) for the second, third and fourth quarters of 2015 was adversely impacted by additional interest expense of $96.0 million, $128.2 million and $127.4 million, respectively, attributable to the long-term lease obligation under the master lease agreement with CS&L. This additional interest expense decreased net income $78.0 million in the fourth quarter of 2015 and increased the net loss $58.8 million and $78.5 million in the second and third quarters of 2015, respectively. (See Note 5).

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As discussed in Note 8, we recognize actuarial gains and losses for pension benefits as a component of net periodic benefit expense (income) in the fourth quarter of each year, unless an earlier measurement date is required. Results of operations for the fourth quarter of 2015 and 2014 include pretax actuarial losses related to pension benefits of $8.7 million and $128.6 million or an after-tax charge of $5.3 million and $79.3 million, respectively.