companys results of operations; (9)that the combined company
could fail to retain existing customers, which could adversely
affect the combined companys results of operations and cash
flows; (10)that decisions by legislative or regulatory
authorities, including the Federal Communications Commission,
relieving incumbent carriers of certain regulatory
requirements, and possible further deregulation in the future,
may restrict the combined companys ability to provide services
and may increase the costs to provide these services; (11) that
if the combined company is unable to interconnect with ATT,
Verizon and other incumbent carriers on acceptable terms, the
combined companys ability to offer competitively priced local
telephone services will be adversely affected; (12) that the
continued decline in switched access and reciprocal
compensation revenue will adversely affect the combined
companys results of operations; (13)that failure to obtain and
maintain necessary permits and rights-of-way could interfere
with the combined companys network infrastructure and
operations; (14)that if the combined companys larger carrier
customers terminate the service they receive from the combined
company, its wholesale revenue and results of operations could
be adversely affected; (15) that the combined company will
obtain a majority of its network equipment and software from a
limited number of third-party suppliers; (16) that work
stoppagesexperienced by other communications companies on whom
the combined company will rely for service could adversely
impact its ability to provision and service customers; (17)
that the combined companys commercial and alliance arrangements
may not be renewed or may not generate expected benefits, which
could adversely affect the combined companys results of
operations; (18) that the combined companys consumer business
is dependent on the availability of third-party network service
providers; (19) that the combined company will face significant
competition in the Internet access industry that could reduce
profitability or make the combined companys products less
desirable; (20) that the decline of the combined companys
consumer access subscribers may adversely affect results of
operations; (21) that lack of regulation governing wholesale
Internet service providers could adversely affect the combined
companys operations; (22) that cyber security breaches could
harm the combined companys business; (23) that privacy concerns
relating to the combined companys business could damage its
reputation and deter current and potential users from using its
services; (24) that interruption or failure of the combined
companys network, information systems or other technologies
could impair the combined companys ability to provide services,
which could damage the combined companys reputation and harm
its operating results; (25) that the combined companys business
will depend on effective business support systems and
processes; (26) that if the combined company or other industry
participants are unable to successfully defend against disputes
or legal actions, the combined company could face substantial
liabilities or suffer harm to its financial and operational
prospects; (27) that the combined company may be accused of
infringing upon the intellectual property rights of third
parties, which is costly to defend and could limit our or the
combined companys ability to use certain technologies in the
future; (28) that the combined company may not be able to
protect its intellectual property; (29) that the combined
company may be unable to hire and retain sufficient qualified
personnel; (30) that unfavorable general economic conditions
could harm the combined companys business; (31) that government
regulations could adversely affect the combined companys
business or force it to change our or its business practices;
(32) that the combined companys business may suffer if third
parties are unable to provide services or terminate their
relationships with the combined company; (33) that the combined
company may be required to recognize impairment charges on
goodwill and other intangible assets, which could adversely
affect the combined companys results of operations and
financial position; (34) that the combined company may have
exposure to greater than anticipated tax liabilities and the
combined company may be limited in the use of our net operating
losses and certain other tax attributes in the future; (35)
that the combined companys indebtedness could adversely affect
its financial health and limit its ability to react to changes
in its business and industry; (36) that the combined company
may require substantial capital to support business growth, and
this capital may not be available on acceptable terms, or at
all; (37) that the combined companys debt agreements will
include restrictive covenants, and failure to comply with these
covenants could trigger acceleration of payment of outstanding
indebtedness; (38) that the combined company may reduce, or
cease payment of, quarterly cash dividends; (39) that the
combined companys stock price may be volatile; (40) that
provisions of the combined companys certificate of
incorporation and bylaws, and other elements of the combined
companys capital structure, could limit the combined companys
share price and delay a change of control of the combined
company; (41) that our bylaws designate, and the combined
companys bylaws will designate, the Court of Chancery of the
State of Delaware as the sole and exclusive forum for certain
types of actions and proceedings that may be initiated by our
or its stockholders, which could limit stockholders flexibility
in obtaining a

judicial forum for disputes with us or our, or with the
combined company and its, directors, officers or employees; and
(42) other risk factors and cautionary statements as detailed
from time to time in each of our and Windstreams reports filed
with the U.S. Securities and Exchange Commission (the SEC).
These risks and uncertainties, as well as other or new risks
and uncertainties that may emerge from time to time impacting
the proposed transaction or the combined company, are not
intended to represent a complete list of all risks and
uncertainties inherent in the proposed transaction or the
business of the combined company. There can be no assurance
that the proposed transaction or any other transaction
described above will in fact be consummated in the manner
described, or at all. You should not place undue reliance on
these forward-looking statements, which speak only as of the
date of this document. Unless legally required, EarthLink and
Windstream undertake no obligation, and each expressly
disclaims any such obligation, to update any forward-looking
statements, whether as a result of new information, future
events or otherwise.

NO OFFER OR SOLICITATION

The information in this communication is for informational
purposes only and is neither an offer to purchase, nor a
solicitation of an offer to sell, subscribe for or buy any
securities or the solicitation of any vote or approval in any
jurisdiction to or in connection with the proposed transactions
or otherwise, nor shall there be any sale, issuance or transfer
of securities in any jurisdiction in contravention of
applicable law. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of
the Securities Act of 1933, as amended, and otherwise in
accordance with applicable law.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

EarthLink and Windstream plan to submit the proposed
transaction to their respective stockholders for their
consideration. In connection with the proposed transaction,
Windstream plans to file with the SEC a registration statement
on FormS-4 (the Registration Statement), which will include a
prospectus with respect to the shares to be issued in the
proposed transaction and a preliminary and definitive joint
proxy statement for the stockholders of EarthLink and
Windstream (the Joint Proxy Statement), and each of EarthLink
and Windstream plan to mail the Joint Proxy Statement to their
respective stockholders and file other documents regarding the
proposed transaction with the SEC. The definitive Registration
Statement and the Joint Proxy Statement will contain important
information about the proposed transaction and related matters.
SECURITY HOLDERS ARE URGED AND ADVISED TO READ THE REGISTRATION
STATEMENT AND THE JOINT PROXY STATEMENT CAREFULLY WHEN THEY
BECOME AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC AND ANY AMENDMENTS OR SUPPLEMENTS TO THOSE
DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The
Registration Statement, the Joint Proxy Statement and other
relevant materials (when they become available) and any other
documents filed or furnished by EarthLink or Windstream with
the SEC may be obtained free of charge at the SECs web site at
www.sec.gov.

PARTICIPANTS IN THE SOLICITATION

EarthLink, Windstream, their respective directors and certain
of their executive officers and employees may be deemed to be
participants in the solicitation of proxies in connection with
the proposed transaction. Information about EarthLinks
directors and executive officers is set forth in its definitive
proxy statement for its 2016 Annual Meeting of Stockholders,
which was filed with the SEC on March15, 2016, and information
about Windstreams directors and executive officers is set forth
in its definitive proxy statement for its 2016 Annual Meeting
of Stockholders, which was filed with the SEC on April1, 2016.
These documents are available free of charge from the sources
indicated above, from EarthLink by going to its investor
relations pageon its corporate website at www.earthlink.com and
from Windstream by going to its investor relations pageon its
corporate website at www.windstream.com.

Additional information regarding the interests of participants
in the solicitation of proxies in connection with the proposed
transaction will be included in the Registration Statement, the
Joint Proxy Statement and other relevant materials EarthLink
and Windstream intend to file with the SEC.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits