regarding a potential transaction at that time. During 2015 and
2016, EarthLink again contacted potential strategic and
financial counterparties, including Windstream and other of the
18 counterparties initially contacted, as well as a number of
new parties, regarding a potential business combination
transaction, either as an acquirer or a target. None of these
discussions advanced beyond the preliminary phase. Between late
2014 and early 2015, EarthLink also held extensive discussions
and negotiations with a privately owned potential strategic
counterparty that was among the 18 companies first contacted in
2014; however, negotiations terminated in January2015, when the
party was unable to obtain financing for or enter into a
definitive agreement regarding a business combination with
EarthLink. This party contacted EarthLink several times after
January2015 to resume discussions but was unable to provide
information about possible financing sources and discussions
never developed beyond the preliminary phase. During this
period and continuing into 2016, the EarthLink Board also
continued to review other potential strategic alternatives,
including alternatives to simplify operations, invest in new
capabilities and services and drive growth in its core
business. In this connection, in February2016 EarthLink sold
certain assets related to its IT services product offerings and
in July2016 EarthLink acquired a consulting firm focused on the
retail industry in order to provide the company with additional
professional services capabilities.

The seventh sentence of the first full paragraph on
page58 of the Proxy Statement is hereby amended and restated in
its entirety to read as follows:

The EarthLink Board considered disclosures made by Goldman
Sachs to EarthLink, which included the facts, among others,
that none of Goldman Sachs Investment Banking Division, funds
in which Goldman Sachs Investment Banking Division directly
owned any equity interests, or funds managed by Goldman Sachs
Merchant Banking Division directly owned any equity interests
of EarthLink or Windstream. Based in part on these disclosures,
the EarthLink Board made an independent determination that
Goldman Sachs was qualified to serve as the EarthLink Boards
independent financial advisor.

The third paragraph on page81 of the Proxy
Statement is hereby amended and restated in its entirety to
read as follows:

Foros acted as lead financial advisor to EarthLink in
connection with the mergers and to the terms of EarthLinks
engagement letter with Foros, EarthLink (i)has paid Foros
(a)retainer fees in the amount of $1.5 million and (b)an
opinion fee of $2 million that became payable upon Foros
rendering its opinion (or advising EarthLink that Foros would
be unable to deliver an opinion after conducting the relevant
analyses at the request of EarthLink), and (ii)has agreed to
pay Foros a transaction fee estimated as of the date of the
joint proxy statement/prospectus to be approximately $13.5
million (against which the opinion fee of $2 million and
retainer fees in the amount of $250,000 will be credited),
which transaction fee is contingent upon the completion of the
mergers. In addition, EarthLink has agreed to reimburse Foross
expenses and indemnify Foros against certain liabilities
arising out of its engagement.

The seventh and eighth bullets on page82 of the
Proxy Statement are hereby amended and restated in their
entirety to read as follows:

certain financial analyses and forecasts for Windstream
prepared by the management of EarthLink, certain internal
financial analyses and forecasts for EarthLink prepared by its
management, which forecasts are summarized below in the section
entitled Certain Prospective Financial Information of
EarthLink, beginning on page91 (which we refer to in this joint
proxy statement/prospectus as the EarthLink Projections), and
certain financial analyses and forecasts for Windstream pro
forma for the mergers prepared by the management of EarthLink,
in each case, as approved for Goldman Sachs use by EarthLink,
which forecasts are summarized below in the section entitled
Certain Prospective Financial Information of EarthLink,
beginning on page91 (which we refer to in this joint proxy
statement/prospectus as the EarthLink Windstream Pro Forma
Projections and, collectively with the EarthLink Projections,
as the Forecasts), including certain operating synergies
projected by the management of EarthLink to result from the
mergers, as approved for Goldman Sachs use by EarthLink (which
we refer to in this section of this joint proxy
statement/prospectus as the Synergies); and

certain net operating loss utilization forecasts for EarthLink
and Windstream prepared by the management of EarthLink and
certain net operating loss utilization forecasts for Windstream
pro forma for the mergers prepared by the management of
EarthLink, in each case, as approved for Goldman Sachs use by
EarthLink, which forecasts are summarized below in the section
entitled Certain Prospective Financial Information of
EarthLink, beginning on page91, and which we refer to in this
joint proxy statement/prospectus as the NOL Forecasts).

The last paragraph on page82 of the Proxy Statement
is hereby amended and restated in its entirety to read as
follows:

Goldman Sachs also held discussions with members of the senior
managements of EarthLink and Windstream regarding their
assessment of the strategic rationale for, and the potential
benefits of, the mergers and the past and current business
operations, financial condition, and future prospects of
EarthLink and Windstream; reviewed the reported price and
trading activity for the shares of EarthLink common stock and
the shares of Windstream common stock; compared certain
financial and stock market information for EarthLink and
Windstream with similar financial and stock market information
for certain other companies the securities of which are
publicly traded; reviewed the financial terms of certain
business combinations, as well as certain precedent
transactions in the competitive local exchange carrier
industry, but determined such transactions were not
sufficiently comparable to the merger to be relevant to its
financial analysis of the merger; and performed such other
studies and analyses, and considered such other factors, as it
deemed appropriate.

The first paragraph under the heading Premia
Analysis on page89 of the Proxy Statement is hereby amended and
restated in its entirety to read as follows:

Using information obtained from Thomson Reuters, Goldman Sachs
reviewed and analyzed the acquisition premia for all publicly
disclosed all-stock mergers since 2006 with a transaction value
of less than $5 billion, excluding any transaction involving a
financial sponsor and transactions where the acquirers market
capitalization was more than 90% larger than the targets market
capitalization at the time of the transaction, which resulted
in an analysis of forty-five transactions, calculated relative
to the targets closing share price (i)one day prior to
announcement, (ii)one week prior to announcement and (iii)four
weeks prior to announcement. Using such data, Goldman Sachs
calculated the first and third quartile acquisition premia for
these selected transactions as 5.4%and 28.0%, respectively, for
the one day premia, 5.3% and 31.2%, respectively, for the one
week premia and 12.8% and 37.0%, respectively, for the four
week premia. Based on these calculations, Goldman Sachs applied
the first and third quartile one day premia to the undisturbed
closing share price of EarthLink common stock on November3,
2016 to derive illustrative implied prices per share of
EarthLink common stock of $5.71 to $6.94.

The following sentence is hereby added to the end
of the first paragraph under the heading Certain Prospective
Financial Information of EarthLink on page91 of the Proxy
Statement:

EarthLinks management also prepared and provided to Foros and
Goldman Sachs in connection with their respective evaluation of
the merger consideration the information contained in the
EarthLink Windstream Pro Forma Projections and the NOL
Forecasts.

The first sentence of the second paragraph under
the heading Certain Prospective Financial Information of
EarthLink on page91 of the Proxy Statement is hereby amended
and restated in its entirety to read as follows:

EarthLink has included below a summary of the EarthLink
Projections, EarthLink Windstream Pro Forma Projections and NOL
Forecasts for the purpose of providing stockholders and
investors access to certain non-public information that was
furnished to EarthLinks financial advisers, and such
information may not be appropriate for other purposes.

The first sentence of the third paragraph under the
heading Certain Prospective Financial Information of EarthLink
on page91 of the Proxy Statement is hereby amended and restated
in its entirety to read as follows:

The EarthLink Projections, EarthLink Windstream Pro Forma
Projections and NOL Forecasts, which are summarized below, were
not prepared with a view toward public disclosure, nor were
they prepared with a view toward compliance with published
guidelines of the SEC, the guidelines established by the
American Institute of Certified Public Accountants for
preparation and presentation of financial forecasts, or
generally accepted accounting principles in the United States.

The fourth and fifth sentences of the third
paragraph under the heading Certain Prospective Financial
Information of EarthLink on page91 of the Proxy Statement is
hereby amended and restated in its entirety to read as
follows:

They do not extend to the EarthLink Projections, EarthLink
Windstream Pro Forma Projections or NOL Forecasts and should
not be read to do so. The summary of the EarthLink Projections,
EarthLink Windstream Pro Forma Projections and NOL Forecasts
included below is not being included to influence your decision
whether to vote for the mergers and the transactions
contemplated in connection with the mergers, but because such
EarthLink Projections, EarthLink Windstream Pro Forma
Projections and NOL Forecasts were provided by EarthLink to
Foros and Goldman Sachs.

The first and second paragraphs on page92 of the
Proxy Statement are hereby amended and restated in their
entirety to read as follows:

While presented with numeric specificity, the EarthLink
Projections, EarthLink Windstream Pro Forma Projections and NOL
Forecasts were based on numerous variables and assumptions
(including, but not limited to, those related to industry
performance and competition and general business, economic,
market and financial conditions and additional matters specific
to EarthLinks and Windstreams businesses, as applicable) that
are inherently subjective and uncertain and are beyond the
control of EarthLinks and Windstreams management, as
applicable. Important factors that may affect actual results
and cause the EarthLink Projections, EarthLink Windstream Pro
Forma Projections and NOL Forecasts to not be achieved include,
but are not limited to, risks and uncertainties relating to
EarthLinks and Windstreams businesses, as applicable (including
each of EarthLinks and Windstreams ability to achieve strategic
goals, objectives and targets over applicable periods),
industry performance, general business and economic conditions
and other factors described in the Risk Factors section of
EarthLinks Annual Report on Form10-K, as updated by subsequent
Quarterly Reports on Form10-Q, all of which are filed with the
SEC and incorporated by reference into this joint proxy
statement/prospectus, the Cautionary Statement Regarding
Forward-Looking Statements beginning on page34 of this joint
proxy statement/prospectus and Risk Factors beginning on page36
of this joint proxy statement/prospectus. The EarthLink
Projections, EarthLink Windstream Pro Forma Projections and NOL
Forecasts also reflect numerous variables, expectations and
assumptions available at the time they were prepared as to
certain business decisions that are subject to change. As a
result, actual results may differ materially from those
contained in the EarthLink Projections, EarthLink Windstream
Pro Forma Projections and NOL Forecasts. Accordingly, there can
be no assurance that the forecasted results summarized below
will be realized.

The inclusion of a summary of the EarthLink Projections,
EarthLink Windstream Pro Forma Projections and NOL Forecasts in
this joint proxy statement/prospectus should not be regarded as
an indication that any of EarthLink, Windstream or their
respective affiliates, advisors or representatives considered
the EarthLink Projections, EarthLink Windstream Pro Forma
Projections or NOL Forecasts to be predictive of actual future
events, and the EarthLink Projections, EarthLink Windstream Pro
Forma Projections and NOL Forecasts should not be relied upon
as such nor should the information contained in the EarthLink
Projections, EarthLink Windstream Pro Forma Projections and NOL
Forecasts be considered appropriate for other purposes. None of
EarthLink, Windstream or their respective affiliates, advisors,
officers, directors or representatives can give you any
assurance that actual results will not differ materially from
the EarthLink Projections, EarthLink Windstream Pro Forma
Projections or NOL Forecasts, and none of them undertakes any
obligation to update or otherwise revise or reconcile the
EarthLink Projections, EarthLink Windstream Pro Forma
Projections or NOL Forecasts to reflect circumstances existing
after the date the EarthLink Projections, EarthLink Windstream
Pro Forma Projections or NOL Forecasts were generated or to
reflect the occurrence of future events, even in the event that
any or all of the assumptions underlying these forecasts are
shown to be in error. Since the forecasts cover multiple years,
such information by its nature becomes less meaningful and
predictive with each successive year. EarthLink does not intend
to make publicly available any update or other revision to the
EarthLink Projections, EarthLink Windstream Pro Forma
Projections or NOL Forecasts summarized below. None of
EarthLink or its affiliates, advisors, officers, directors or
representatives has made or makes any representation to any
stockholder or other person regarding EarthLinks ultimate
performance compared to the information contained in the
EarthLink Projections, EarthLink Windstream Pro Forma
Projections and NOL Forecasts summarized below, or that the
forecasted results will be achieved. EarthLink has made no
representation to Windstream, in the merger agreement or
otherwise, concerning the EarthLink Projections, EarthLink
Windstream Pro Forma Projections or NOL Forecasts. The
EarthLink Projections and NOL Forecasts summarized below do not
give effect to the mergers. EarthLink urges all stockholders to
review EarthLinks reported financial results in its most recent
SEC filings.

The disclosure under the heading Summary of
EarthLink Management Case is hereby supplemented by amending
and restating such disclosure in its entirety on pages92-93 of
the Proxy Statement to read as follows:

EarthLink Projections

(1) Adjusted EBITDA, Adjusted EBITDA Margin and Unlevered Free
Cash Flow are non-GAAP measures and are not determined in
accordance with GAAP. EarthLink management believes that these
non-GAAP financial performance measures reflect EarthLinks
ongoing business in a manner that allows for meaningful
comparisons and analysis of trends in its business, as they
exclude the effect of non-operational items, such as
restructuring, acquisition and integration-related costs, gain
on sale of business and loss on extinguishment of debt and
non-cash items, such as depreciation and amortization and
stock-based compensation expense. EarthLink management believes
that excluding the effects of certain non-operational and
non-cash items enables investors to better understand and
analyze the current periods results and provides a better
measure of comparability. EarthLink management also believes
that these non-GAAP financial measures enable investors to
evaluate EarthLinks operating results and future prospects in
the same manner as management. These non-GAAP financial
measures may also facilitate comparing financial results across
accounting periods and to those of peer companies.

There are limitations to using these non-GAAP financial
measures. Adjusted EBITDA, Adjusted EBITDA Margin and Unlevered
Free Cash Flow are not indicative of cash provided or used by
operating activities and may differ from comparable information
provided by other companies. Adjusted EBITDA, Adjusted EBITDA
Margin and Unlevered Free Cash Flow should not be considered in
isolation, as an alternative to, or more meaningful than
measures of financial performance determined in accordance with
GAAP. The non-GAAP financial measures included in the EarthLink
Projections are defined and reconciled to GAAP financial
measures below.

Adjusted EBITDA is defined as net income (loss) before interest
expense and other, net, income taxes, depreciation and
amortization, stock-based compensation expense, impairment of
goodwill and long-lived assets, restructuring, acquisition and
integration-related costs, gain on sale of businesses and loss
on extinguishment of debt. Adjusted EBITDA Margin is defined as
Adjusted EBITDA divided by total revenue. EarthLink management
uses Adjusted EBITDA to evaluate the performance of EarthLinks
business and for strategic planning and forecasting. Adjusted
EBITDA is also used in incentive compensation arrangements and
is a factor in calculating debt covenants.

Unlevered Free Cash Flow is defined as net income (loss) before
interest expense and other, net, income taxes, depreciation and
amortization, stock-based compensation expense, impairment of
goodwill and long-lived assets, restructuring, acquisition and
integration-related costs, gain on sale of businesses and loss
on extinguishment of debt, less cash used for purchases of
property and equipment. Unlevered Free Cash Flow is used by
EarthLink management to evaluate the performance of EarthLinks
business and to assess its ability to fund capital
expenditures, make strategic acquisitions, service and repay
debt and pay dividends.

The following tables present the reconciliation of Adjusted
EBITDA, Adjusted EBITDA Margin and Unlevered Free Cash Flow
included in the EarthLink Projections. Other than in connection
with the preparation of this joint proxy statement/prospectus,
EarthLink did not provide Windstream with these
reconciliations.

The following table presents a reconciliation of Adjusted
EBITDA, as a performance measure, to the most closely related
financial measure reported under GAAP:

The following table presents a reconciliation of Unlevered Free
Cash Flow, as a performance measure, to the most closely
related financial measure reported under GAAP:

The following table presents a reconciliation of Unlevered Free
Cash Flow, as a liquidity measure, to net cash provided by
operating activities:

EarthLink Windstream Pro Forma Projections

The following table presents the EarthLink Windstream Pro Forma
Projections for the combined company, which were based on the
financial forecasts for each of EarthLink and Windstream on a
stand-alone basis (the EarthLink Projections and the EarthLink
Windstream Projections, respectively) and EarthLink managements
estimates of certain integration costs relating to and cost
savings and other synergies resulting from the mergers:

(1) Adjusted EBITDA, Adjusted EBITDA Margin and Unlevered Free
Cash Flow are non-GAAP measures subject to the

same qualifications and limitations, and have the same
definitions, as noted in footnote (1)to the table under the
heading EarthLink Projections above.

EarthLink cannot provide GAAP financial measures for the
EarthLink Windstream Pro Forma Projections on a forward-looking
basis because the company is unable to predict with reasonable
certainty future changes in interest rates, changes in the
combined companys effective income tax rates or the future
impact of unusual gains and losses, restructuring, acquisition
and integration-related costs and purchase accounting fair
value adjustments without unreasonable effort. These items are
uncertain, depend on various factors, and could be material to
the combined companys results computed in accordance with GAAP.

NOL Forecasts

The following table presents net operating loss utilization
forecasts for EarthLink, Windstream, and Windstream pro forma
giving effect to the mergers:

(1) Net operating loss utilizations for Q1-Q3 2016 were
achieved prior to preparation of the NOL Forecasts.

(2) Net operating loss utilization forecasts for Windstream pro
forma for the mergers included in (a)Foros discounted cash flow
analysis were $46 million for 2017 (reflecting usage beginning
in Q2 2017), $312 million for 2018 and $423 million for 2019
and (b)Goldman Sachs discounted cash flow analysis were $108
million for 2017 (reflecting usage beginning in Q1 2017), $323
million for 2018 and $428 million for 2019. Windstream pro
forma estimates are based on the net operating loss utilization
forecasts prepared by the management of EarthLink for each of
EarthLink and Windstream on a stand-alone basis and reflect
certain assumptions, including those relating to limitations
under Section382 of the Code, estimated net unrealized built-in
gain applicable to the combined company, and the expected
timing of the closing of the mergers, each as utilized by Foros
and Goldman Sachs in such analyses, respectively.

The third sentence of the first paragraph on
page109 of the Proxy Statement is hereby amended and restated
and restated in its entirety to read as follows:

Operating Cash Flow is defined as Adjusted EBITDA less capital
expenditures, which is Windstreams comparable measure to
unlevered free cash flow.

The following is added as a new subsection at the
end of page110 of the Proxy Statement:

Equity Awards Owned by EarthLink Directors

In addition to the merger consideration related to outstanding
shares currently held by EarthLinks directors, assuming
completion of the mergers on December31, 2016, approximate
values related to outstanding equity awards held by EarthLinks
directors (other than with respect to Mr.Eazor, EarthLinks
Chief Executive Officer and President, whose interests in the
mergers are summarized elsewhere in this joint
proxy/registration statement together with EarthLinks other
named executive officers) are as follows:

(1) The amounts in the table above are based on each such
directors equity award holdings as of December31, 2016 and
assume a price per share of EarthLink common stock of $5.09
(the average closing price of shares of EarthLink common stock
on the five days following the announcement of the mergers).

The following is added as a new subsection at the
end of page123 of the Proxy Statement:

Litigation Relating to the Mergers

EarthLink and each member of the EarthLink Board have been
named as defendants in a putative class action challenging the
sufficiency of EarthLinks disclosures to its stockholders in
connection with the mergers in the United States District Court
for the Northern District of Georgia. The suit is captioned
Carter v. EarthLink Holdings Corp. et al. (Case
No.1:17-CV-00433-LMM) (filed February3, 2017). The complaint
generally alleges that the disclosures omitted certain material
information regarding the background to the transactions
contemplated by the merger agreement, financial information
about EarthLink, Windstream and the pro forma combined company,
and the financial analyses conducted by EarthLinks financial
advisors prior to the EarthLink Boards approval of the merger
agreement. The complaint seeks, among other remedies, to enjoin
the stockholder vote on the merger agreement or, in if an
injunction is not awarded, unspecified money damages, costs and
attorneys fees. EarthLink believes the allegations of the
complaint are without merit.

FORWARD-LOOKING STATEMENTS

This document includes forward-looking statements (rather than
historical facts) that are subject to risks and uncertainties
that could cause actual results, including results relating to
the expected timing and benefits of the proposed transaction,
to differ materially from those described. Although we believe
that the expectations expressed in these forward-looking
statements are reasonable, we cannot promise that our
expectations will turn out to be correct, and the actual
results relating to the matters set forth in this document
could be materially different from and worse than our
expectations.

Important factors that could cause actual results to differ
materially from those indicated by such forward-looking
statements include risks and uncertainties relating to: the
ability to obtain the requisite Windstream and EarthLink
stockholder approvals; the ability to satisfy the conditions to
consummate the transaction; timing to consummate the proposed
transaction; the risk that the businesses will not be
integrated successfully; the risk that the cost savings and any
other synergies from the proposed transaction may not be fully
realized or may take longer to realize than expected;
disruption from the proposed transaction making it more
difficult to maintain relationships with customers, employees
or suppliers; the diversion of management time on issues
related to the proposed transaction; dividend policy changes
for the combined company; the future cash requirements of the
combined company; general worldwide economic conditions and
related uncertainties; and the effect of changes in
governmental regulations. 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 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 or this document. These risks and
uncertainties should be read in conjunction with the more
detailed cautionary statements and risk factors included in
EarthLinks and Windstreams most recent Annual Reports on
Form10-K and Quarterly Reports on Form10-Q. Unless legally
required, EarthLink and Windstream undertake no obligation, and
each expressly disclaims any such obligation, to any
forward-looking statements, whether as a result of new
information, future events or otherwise.

The risks and uncertainties to which the forward-looking
statements are subject additionally include, without
limitation: (1)that we may not be able to execute our strategy
to successfully transition to a leading managed network,
security and cloud services provider, which could adversely
affect our results of operations and cash flows; (2)that we may
not be able to increase revenues from our growth products and
services to offset declining revenues from our traditional
products and services, which could adversely affect our results
of operations and cash flows; (3)that if we are unable to adapt
to changes in technology and customer demands, we may not
remain competitive, and our revenues and operating results
could suffer; (4)that failure to achieve operating efficiencies
and otherwise reduce costs would adversely affect our results
of operations and cash flows; (5)that we may have to undertake
further restructuring plans that would require additional
charges; (6)that we may be unable to successfully divest
non-strategic products, which could adversely affect our
results of operations; (7)that acquisitions we complete could
result in operating difficulties, dilution, increased
liabilities, diversion of management attention and other
adverse consequences, which could adversely affect our results
of operations; (8)that we face significant competition in our
business markets, which could adversely affect our results of
operations; (9)

that failure to retain existing customers could adversely
affect our 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 our ability to
provide services and may increase the costs we incur to provide
these services; (11) that if we are unable to interconnect with
ATT, Verizon and other incumbent carriers on acceptable terms,
our 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 our results of operations; (13) that
failure to obtain and maintain necessary permits and
rights-of-way could interfere with our network infrastructure
and operations; (14) that if our larger carrier customers
terminate the service they receive from us, our wholesale
revenue and results of operations could be adversely affected;
(15) that we obtain a majority of our network equipment and
software from a limited number of third-party suppliers; (16)
that work stoppagesexperienced by other communications
companies on whom we rely for service could adversely impact
our ability to provision and service our customers; (17) that
our commercial and alliance arrangements may not be renewed or
may not generate expected benefits, which could adversely
affect our results of operations; (18) that our consumer
business is dependent on the availability of third-party
network service providers; (19) that we face significant
competition in the Internet access industry that could reduce
our profitability; (20) that the continued decline of our
consumer access subscribers will adversely affect our results
of operations; (21) that lack of regulation governing wholesale
Internet service providers could adversely affect our
operations; (22) that cyber security breaches could harm our
business; (23) that privacy concerns relating to our business
could damage our reputation and deter current and potential
users from using our services; (24) that interruption or
failure of our network, information systems or other
technologies could impair our ability to provide our services,
which could damage our reputation and harm our operating
results; (25) that our business depends on effective business
support systems and processes; (26) that if we, or other
industry participants, are unable to successfully defend
against disputes or legal actions, we could face substantial
liabilities or suffer harm to our financial and operational
prospects; (27) that we may be accused of infringing upon the
intellectual property rights of third parties, which is costly
to defend and could limit our ability to use certain
technologies in the future; (28) that we may not be able to
protect our intellectual property; (29) that we may be unable
to hire and retain sufficient qualified personnel, and the loss
of any of our key executive officers could adversely affect us;
(30) that unfavorable general economic conditions could harm
our business; (31) that government regulations could adversely
affect our business or force us to change our business
practices; (32) that our business may suffer if third parties
are unable to provide services or terminate their relationships
with us; (33) that we may be required to recognize impairment
charges on our goodwill and other intangible assets, which
would adversely affect our results of operations and financial
position; (34) that we may have exposure to greater than
anticipated tax liabilities and we may be limited in the use of
our net operating losses and certain other tax attributes in
the future; (35) that our indebtedness could adversely affect
our financial health and limit our ability to react to changes
in our business and industry; (36) that we may require
substantial capital to support business growth, and this
capital may not be available to us on acceptable terms, or at
all; (37) that our debt agreements include restrictive
covenants, and failure to comply with these covenants could
trigger acceleration of payment of outstanding indebtedness;
(38) that we may reduce, or cease payment of, quarterly cash
dividends; (39) that our stock price may be volatile; (40) that
provisions of our certificate of incorporation, bylaws and
other elements of our capital structure could limit our share
price and delay a change of control of the company; and (41)
that our bylaws 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
stockholders, which could limit our stockholders flexibility in
obtaining a judicial forum for disputes with us or our
directors, officers or employees. These risks and
uncertainties, as well as other risks and uncertainties that
could cause our actual results to differ significantly from
managements expectations, are not intended to represent a
complete list of all risks and uncertainties inherent in our
business, and should be read in conjunction with the more
detailed cautionary statements and risk factors included in our
Annual Report on Form10-K for the year ended December31, 2015
and our Quarterly Report on Form10-Q for the three months ended
March31, 2016.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a
solicitation of any vote or approval. In connection with the
proposed merger between Windstream and EarthLink, Windstream
has filed with the SEC a Registration Statement on FormS-4,
including Amendments No.1 and No.2 thereto, containing a joint
proxy statement of Windstream and EarthLink that also
constitutes a prospectus of Windstream. The registration
statement was declared effective on January17, 2017. Windstream
and EarthLink have mailed the joint proxy statement/prospectus
to their respective shareholders. This communication is not a
substitute for the registration statement, definitive joint
proxy statement/prospectus or any other document that
Windstream and/or EarthLink have filed or may file with the SEC
in connection with the proposed transaction.

INVESTORS AND SECURITY HOLDERS OF EARTHLINK AND WINDSTREAM ARE
URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS
AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR
ENTIRETY AS THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION. You may obtain copies of the
registration statement containing the definitive joint proxy
statement/prospectus and all other documents filed with the SEC
regarding this transaction, free of charge, at the SECs website
(www.sec.gov). You may also obtain these documents, free of
charge, from Windstreams website
(www.windstream.com/investors). You may also obtain these
documents, free of charge, from EarthLinks website
(ir.earthlink.net) on the Investors page.

PARTICIPANTS IN THE SOLICITATION

Windstream, EarthLink and their respective directors, executive
officers and certain other members of management and employees
may be considered participants in the solicitation of proxies
from Windstream and EarthLink shareholders in favor of the
merger and related matters. Information regarding the persons
who may, under the rulesof the SEC, be deemed participants in
the solicitation of the companies shareholders in connection
with the proposed merger is set forth in the definitive joint
proxy statement/prospectus contained in the Registration
Statement on FormS-4 filed with the SEC. You can find
information about Windstreams executive officers and directors
in its definitive proxy statement filed with the SEC on April1,
2016. You can find information about EarthLinks executive
officers and directors in its definitive proxy statement filed
with the SEC on March15, 2016. Additional information about
Windstreams executive officers and directors and EarthLinks
executive officers and directors can be found in the
above-referenced Registration Statement on FormS-4 filed with
the SEC. You can obtain free copies of these documents from the
companies using the website information above.