PLUNKETT COONEY. May 10, Ms. Kavita Kale Executive Secretary Michigan Public Service Commission 7109 W. Saginaw Highway Lansing, MI 48917

Transcription

1 PLUNKETT COONEY May 10, 2017 Ms. Kavita Kale Executive Secretary Michigan Public Service Commission 7109 W. Saginaw Highway Lansing, MI Re: Talk America, LLC Case No: U Dear Ms. Kale: Enclosed for filing in the above matter, please find the attached exhibits that should be submitted to the Commission with the Amended Application: Exhibit A-1 Exhibit A-2 Exhibit A-3 Exhibit A-4 Exhibit A-5 Certificate of Formation of Talk America, LLC Authority to Transact Business in the State of Michigan Biographies of Key Personnel Financial Statements Proposed Tariff If you have questions or concerns, please do not hesitate to contact me at my direct dial number provided below. Very truly yours, PDC/llr Enclosures PLUNKETT COONEY Peter D. Cronk, Esq. Peter D. Cronk Direct Dial: Digitally signed by: Peter D. Cronk, Esq. DN: CN = Peter D. Cronk, Esq. = poronk(gplunkettcooney.com C = US 0 = pjunkett Cooney Date: :32:49-05'00' Open ATTORNEYS & COUNSELORS AT LAW 325 E. Grand River Avenue, Suite 250 East Lansing, MI T: (517) F: (517) plunkettcooney.com

2 EXHIBIT A-1 CERTIFICATE OF FORMATION OF TALK AMERICA, LLC

3 Delaware PAGE 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF CONVERSION OF A DELAWARE CORPORATION UNDER THE NAME OF "WINDSTREAM TALK AMERICA, INC." TO A DELAWARE LIMITED LIABILITY COMPANY, CHANGING ITS NAME FROM "WINDSTREAM TALK AMERICA, INC." TO "TALK AMERICA, LLC", FILED IN THIS OFFICE ON THE THIRTIETH DAY OF JANUARY, A.D. 2015, AT 11:14 O'CLOCK A.M. AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF CONVERSION IS THE THIRTY-FIRST DAY OF JANUARY, A.D. 2015, AT 12:02 O'CLOCK A.M V You may verify this certificate online at corp. delaware. gov/authver. shtml AUTHEN Jeffrey W. Bullock, Secretary of State TION : DATE:

4 Delaware PAGE 2 'The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND CORRECT COPY OF CERTIFICATE OF FORMATION OF "TALK AMERICA, LLC" FILED IN THIS OFFICE ON THE THIRTIETH DAY OF JANUARY, A.D. 2015, AT 11:14 O'CLOCK A.M. AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF FORMATION IS THE THIRTY-FIRST DAY OF JANUARY, A.D. 2015, AT 12:02 O'CLOCK A.M V You may verify this certificate online at corp.delaware.gov/authver.shtml AUTHEN Jeffrey W. Bullock, Secretary of State TION: DATE:

5 State of Delaware Secretary of State Division of Corporations Delivered 1.1:14 AM 01/30/2015 FILED 11:14 AM 01/30/2015 SRV FILE STATE OF DELAWARE CERTIFICATE OF CONVERSION FROM A CORPORATION TO A LIMITED LIABILITY COMPANY PURSUANT TO SECTION OF THE LIMITED LIABILITY ACT January 29, 2015 First. The jurisdiction where the Corporation first formed is Delaware. Second. The jurisdiction immediately prior to filing this Certificate is Delaware. Third. The date the Corporation first formed is December 12, Fourth. Fifth. Sixth. The name of the Corporation immediately prior to filing this Certificate is Windstream Talk America, Inc. The name of the Limited Liability Company as set forth in the Certificate of Formation is Talk America, LLC. The conversion is to become effective on January 31, 2015, at 12:02 a.m., Eastern Time. [SIGNATURE PAGE FOLLOWS]

6 IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the date first written above. By: Name: Jo Fletcher Title: E tive Vice President, Sec -tary& General Counsel SIGNATURE PAGE TO CERTIFICATE OF CONVERSION OF WINDSTREAM TALK AMERICA, INC.

7 STATE OF DELAWARE CERTIFICATE OF FORMATION OF TALK AMERICA, LLC January 29, 2015 This Certificate of Formation of Talk America, LLC is duly executed and filed pursuant to Section of the Delaware Limited Liability Company Act. First. The name of the limited liability company is Talk America, LLC, Second. The address of its registered office in the State of Delaware is 1209 Orange Street in the City of Wilmington, Zip Code The name of its registered agent at such address is The Corporation Trust Company. Time. Third. The formation will become effective on January 31, 2015, at 12:02 a.m., Eastern [SIGNATURE PAGE FOLLOWS] ,1 State of Delaware Secretary of State Division of Corporations Delivered 11:14 AM 01/30/2015 FILED 11:14 AM 01/30/2015 SRV FILE

8 IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of the date first written above. By: Name: Jo letcher Title: Ex:ve Vice President, Secretary & Gen-al Counsel SIGNATURE PAGE TO CERTIFICATE OF FORMATION OF TALK AMERICA, LLC

9 EXHIBIT A-2 AUTHORITY TO TRANSACT BUSINESS IN THE STATE OF MICHIGAN

10 05/19/2015 1:13:27 PM DELEG FAXCOM PAGE 5 OF 9 MICHIGAN DEPARTMENT OF LICENSING AND REGULATORY AFFAIRS FILING ENDORSEMENT This is to Certify that the APPLICATION FOR CERTIFICATE OF AUTHORITY for TALK AMERICA, LLC!D NUMBER: D9474E received by facsimile transmission on May 18, 2015 is hereby endorsed. Filed on May 19, 2015 by the Administrator. This document Is effective on the date filed, unless a subsequent effective date within 90 days after received date Is stated In the document. In testimony whereof, I have hereunto set my hand and affixed the Seal of the Department, In the City of Lansing, this 19th day of May, Sent by Facsimile Transmission Alan J. Schefke, Director Corporations, Securities & Commercial Licensing Bureau

11 05/19/2015 1:13:27 PM 0400 DELEG FAXCOM PAGE 6 OF 9 CSCL/CD 760 (Rev ) Dale Received MICHIGAN DEPARTMENT OF LICENSING AND REGULATORY AFFAIRS CORPORATIONS, SECURITIES & COMMERCIAL LICENSING BUREAU (FOR BUREAU USE ONLY) Name This document Is effective on the dale filed, unless subsequent effective date within 80 days after received date Is stated in the document, Address City State ZIP Code EFFECTIVE DATE: Z. Document wilt be returned to the nettle and address you enter above. If telt blank, document will be returned to the registered office. APPLICATION FOR CERTIFICATE OF AUTHORITY TO TRANSACT BUSINESS IN MICHIGAN For use by Foreign Limited Liability Companies (Please read information and instruction on last page) Pursuant to the provisions of Act 23, Public Acts of 1993, the undersigned execute the following Application: 1. The name of the limited liability company Is: Talk America, LLC 2. (Complete this item only If the limited liability company name in Item 1 is not available for use in Michigan.) The assumed name of the limited liability company to be used in all its dealings with the Bureau and in the transaction of its business in Michigan Is: 3, It is organized under the laws of Delaware The date of its organization is )2/12/2014 The duration of the limited liability company if other then perpetual is 4, The address of the office required to be maintained in the state of organization or, if not so required, the principal office of the limited liability company is: 400] Rodney Parham Road, Little Rock, AR (Street Address) (City) (State) (ZIP Code) MMI.02/ WolmOthAvcr Wine 05/18/2015 3:39PM (GMT-04:00)

12 05/19/2015 1:13:27 PM 0400 DELEG FAXCOM PAGE 7 OF 9 5. a. The street address of its registered office in Michigan Is: Telegraph Road, Suite 2345 Bingham Farms (Street Address) (City) b. The mailing address of the registered office, if different than above:, Michigan (ZIP Code) (Street Address or P.O. Box) (City), Michigan (ZIP Code) c. The name of the resident agent at the registered office is: The Corporation Company 6. The Department is appointed the agent of the foreign limited liability company for service of process If no agent has been appointed, or if appointed, the agent's authority has been revoked, the agent has resigned, or the agent cannot be found or served through the exercise of reasonable diligence. The name and address of a member or manager or other person to whom the administrator is to send copies of any process served on the administrator is: (Must be different than agent shown in Item 5c) John P. Fletcher, Manager (Name) 4001 Rodney Parham Road, Little Rock, AR (Street Address) (City) (State) (ZIP Code) 7, The specific business which the limited liability company Is to transact in Michigan Is as follows: Wired Telecommunications Carrier The limited liability company is authorized to transact such business In the jurisdiction of Its organization. Signed this day of May 2015 By John P. Flet h, Manager (Type or Print Name) (Signature) (Type or Print Title) MINI.(12/19/2(tid W Mwrs Kluwn (MUNI 05/18/2015 3:39PM (GMT-04:00)

13 05/19/2015 1:13:27 PM DELEG FAXCOM PAGE 8 OF 9 Delaware PAGE.1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY "TALK AMERICA, LLC" IS DULY FORMED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE EIGHTEENTH DAY OF MAY, A.D AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES HAVE BEEN PAID TO DATE You may verify thle certificate online at carp.delawaril.gov/authver.shtml Jeffrey W. Bullock, Secretary of State AUTHEN ION: DATE: /1 8/2015 3:39PM (GMT-04:00)

14 05/19/2015 1:13:27 PM 0400 DELEG FAXCOM PAGE 9 OF 9 mot offlicensing and Regulatorg. affairs 1:an sing, inithigan This is to Certifiy That TALK AMERICA, LLC a limited liability company existing under the laws of the State of DELAWARE was validly authorized to transact business in Michigan on the 19th day of May, 2015, in conformity with 1993 PA 23. The company is authorized to transact in this state any business of the character set forth in its application which a domestic company formed under this act may lawfully conduct. This authority shall continue as long as the company retains its authority to transact such business in the jurisdiction of its organization, its authority to transact business in this state has not been suspended or revoked, and the company has not surrendered its authority to transact business in this state. This certificate is in due form, made by me as the proper officer, and is entitled to have full faith and credit given it in every court and office within the United States. In testimony whereof, I have hereunto set my hand, in the City of Lansing, this 19th day of May, Sent by Facsimile Transmission D9474E Alan J. Schefke, Director Corporations, Securities & Commercial Licensing Bureau

15 EXHIBIT A-3 BIOGRAPHIES OF KEY PERSONNEL

16 Anthony W. Thomas President & Chief Executive Officer Tony Thomas is president and chief executive officer of Windstream Holdings, Inc, and its subsidiaries including Talk America, LLC. He was appointed to the position in December Thomas has more than 20 years' experience in the communications industry. He was instrumental in the development of Windstream's REIT spinoff and served as president of real estate investment trust operations at Windstream from October to December Thomas served as the chief financial officer for Windstream from August 2009 through September During his five-year tenure as CFO, Thomas played an integral role in Windstream's expansion by completing seven acquisitions totaling more than $5.6 billion in transaction value. In addition, Thomas has deep capital market expertise, having led almost $10 billion in debt transactions. Thomas joined Windstream as controller following the spinoff from Alltel Corp. He held a variety of financial and operational leadership roles at Alltel after joining the company when it merged with 360 Communications in Before entering the communications industry, he was with Emst & Young in the telecom practice. He holds a master's degree in business administration from Wake Forest University and a bachelor's degree in accountancy from the University of Illinois. Bob Gunderman Chief Financial Officer Bob Gunderman was appointed chief financial officer of Windstream Holdings, Inc, and its subsidiaries including Talk America, LLC in He is responsible for overseeing Windstream's accounting, finance, capital planning, tax, procurement, audit, investor relations and treasury teams. He has held numerous leadership roles within the company including senior vice president of financial planning and treasurer. Prior to joining Windstream in 2008, Gunderman was vice president of internal audit for Alltel. He served in various management roles while at Alltel including vice president of revenue accounting and revenue assurance, director of financial planning and director of mergers and acquisitions, He was a senior accountant with Deloitte and Touche LLP before entering the communications industry in Gunderman holds a degree in accounting from the University of Arkansas and is a certified public accountant. Jeffery W. Small Executive Vice President - Engineering Jeff Small is executive vice president of engineering of Windstream Holdings, Inc. and its subsidiaries including Talk America, LLC, Small is responsible for network engineering, architecture and capital management. He joined the company in June Previously, he was senior vice president of corporate development and operations for Communications Sales &

17 Leasing, the Real Estate Investment Trust created in 2015 with the spinoff of certain Windstream network assets. Before joining CS&L, Small was vice president of procurement and carrier service delivery at Windstream. He also held a variety of other accounting and finance leadership roles with Windstream. He previously served as the controller for Ranger Boats, Inc,, and was a senior auditor with Arthur Andersen LLP. Small holds an accounting degree from Arkansas State University and is a licensed certified public accountant.

18 EXHIBIT A-4 FINANCIAL STATEMENTS

19 WINDSTREAM HOLDINGS, INC. UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS (In millions, except per share amounts) THREE MONTHS ENDED TWELVE MONTHS ENDED December 31, December 31, Increase (Decrease) December 31, December 31, Increase (Decrease) Amount % Amount % UNDER GAAP: Revenues and sales: Service revenues $ 1,289.1 $ 1,388.4 $ (99.3) (7) $ 5,279.9 $ 5,598.6 $ (318.7) (6) Product sales (18.6) (48) (59.6) (36) Total revenues and sales 1, (117.9) (8) (378.3) (7) Costs and expenses: Cost of services (exclusive of depreciation and amortization included below) (28.6) (4) 2, ,762.0 (84.2) (3) Cost of products sold (9.5) (28) (46.7) (32) Selling, general and administrative (3.1) (1) (68.8) (8) Depreciation and amortization (4.0) (1) 1, ,366.5 (103.0) (8) Merger, integration and other costs (17.2) (84) (81.2) (85) Restructuring charges (0.4) (2) Total costs and expenses (59.9) (5) 4, (384.3) (7) Operating income (58.0) (44) Dividend income on CS&L common stock 17.6 (17.6) (100) (30.6) (63) Other income (expense), net (0.1) (7) (1.2) 9.3 (10.5) (113) Net gain on disposal of investment in CS&L common stock * (Loss) gain on sale of data center business (10.0) (336.1) (103) (10.0) (336.1) (103) Net loss on early extinguishment of debt (0.6) 0.6 (100) (18.0) (36.4) 18.4 (51) Other-than-temporary impairment loss on investment in CS&L common stock * (181.9) (181.9) Interest expense (A) (207.1) (224.4) 17.3 (8) (860.6) (813.2) (47.4) 6 (Loss) income before income taxes (142.1) (393.9) * (523.5) 43.4 (566.9) Income tax (benefit) expense (55.2) (166.5) (150) (140.0) 16.0 (156.0) * Net (loss) income $ (869) S $ (2774) * $S (383 5) $ 774 S ( * Weighted average common shares (3.3) (3) (5.0) (5) Common shares outstanding (0.4) Basic and diluted (loss) earnings per share: Net (loss) income ($.94) $1.41 ($2.35) ($4.11) $.24 ($4.35) ADJUSTED RESULTS OF OPERATIONS (B): Adjusted service revenues $ 1,289.1 $ 1,360.0 $ (70.9) (5) $ 5,279.9 $ 5,467.4 $ (187.5) (3) Adjusted revenues and sales $ 1,309.1 $ 1,398.6 $ (89.5) (6) $ 5,387.0 $ 5,634.1 $ (247.1) (4) Adjusted OIBDAR (C) $ $ $ (21.7) (4) $ 1,913.7 $ 2,004.3 $ (90.6) (5) Adjusted OIBDA (D) $ $ $ (22.6) (7) $ 1,260.1 $ 1,354.3 $ (94.2) (7) Adjusted capital expenditures (E) $ $ $ (43.5) (19) $ $ $ (149.0) (15) * Not meaningful (A) Includes additional interest expense associated with the master lease agreement with CS&L of $123.7 million and $500.8 million for the three and twelve months ended December 31, 2016, respectively, as compared to $127.4 million and $351.6 million for the three and twelve months ended December 31, 2015, respectively. (B) Adjusted results exclude the impacts of the disposed data center and consumer CLEC businesses and directory publishing operations and all merger, integration and other costs related to strategic transactions. See Notes to Reconciliation of Non-GAAP Financial Measures. (C) Adjusted OIBDAR is adjusted OIBDA before the annual cash rent payment due under the master lease agreement with CS&L assuming the lease payments began on January 1, (D) Adjusted OIBDA is operating income before depreciation and amortization adjusted for the impact of restructuring charges, pension costs, share-based compensation expense and the annual cash rent payment due under the master lease agreement with CS&L. (E) Adjusted capital expenditures exclude the impacts of capital expenditures related to Project Excel, a capital program funded entirely using a portion of the proceeds from the sale of the data center business completed on December 18, Note: Effective February 27, 2017, CS&L changed its name to Uniti Group Inc. 1

20 WINDSTREAM HOLDINGS, INC. UNAUDITED BUSINESS SEGMENT RESULTS (In millions) THREE MONTHS ENDED TWELVE MONTHS ENDED December 31. December 31, Increase (Decrease) December 31, December 31, Increase (Decrease) Amount % Amount % Consumer and Small Business - ILEC Revenues and sales: Service revenues $ $ $ (1.6) (1) $ 1,243.6 $ 1,251.1 $ (7.5) (1) Product sales (0.4) (67) (1.8) (62) Total consumer (2.0) (1) 1, ,254.0 (9.3) (1) Small business - ILEC (4.1) (5) (16.5) (5) Total revenue and sales (6.1) (2) 1, ,605.5 (25.8) (2) Costs and expenses (9.7) (6) Segment income (35.5) (4) Wholesale (A) Service revenues (18.0) (11) (56.9) (8) Costs and expenses (2.6) (6) (6.8) (4) Segment income (15.4) (12) (50.1) (10) Enterprise Revenues and sales: Service revenues (11.2) (2) 1, , Product sales (18.1) (62) (52.9) (44) Total revenue and sales (29.3) (6) 2, ,067.2 (36.0) (2) Costs and expenses (36.8) (8) 1, ,826.6 (114.1) (6) Segment income Small Business - CLEC Service revenues (20.4) (16) (75.2) (13) Costs and expenses (14.4) (16) (49.5) (13) Segment income (6.0) (15) (25.7) (14) Total segment revenues and sales: Service revenues 1, ,196.9 (55.3) (5) 4, ,796.6 (139.2) (3) Product sales (18.5) (62) (54.7) (44) Total segment revenues and sales 1, ,226.9 (73.8) (6) 4, ,919.6 (193.9) (4) Total segment costs and expenses (63.5) (8) 2, ,061.4 (160.7) (5) Total segment income (10.3) (2) 1, ,858.2 (33.2) (2) Regulatory and other operating revenues and sales (B) (15.7) (9) (53.2) (7) Revenues and sales related to disposed businesses (C) 28.4 (28.4) (100) (131.2) (100) Other unassigned operating expenses (D) (215.7) (189.0) (26.7) 14 (707.4) (739.7) 32.3 (4) Operating expenses related to disposed businesses (C) - (19.1) 19.1 (100) - (88.3) 88.3 (100) Depreciation and amortization (329.5) (333.5) 4.0 (1) (1,263.5) (1,366.5) (8) Operating income $ 73.7 $ $ (58.0) (44) $ $ $09.4 $ 6 0 I (A) During the third quarter of 2016, we changed the name of our Carrier segment to Wholesale to better reflect our customer base and the products and services we are selling in the marketplace. (B) Other operating revenues are not allocated to the business segments. These revenues include revenue from federal and state universal service funds, CAF Phase II support, and funds received from federal access recovery mechanisms, revenues from providing switched access services, and certain surcharges assessed to our customers, including billings for our required contributions to federal and state USF programs. These revenues also include product sales to contractors and consumer revenues generated in markets where we lease the connection to the customer premise. (C) Represents revenues and operating expenses associated with the disposed data center and consumer CLEC businesses and directory publishing operations that are not assigned to the business segments. (D) These expenses are not allocated to the business segments. Unallocated expenses include merger, integration and other costs, restructuring charges, stock-based compensation, pension costs, certain regulatory fees, cost of products sold to contractors, interconnection costs in consumer markets where we lease the connection to the customer premise and shared services, such as accounting and finance, information technology, engineering, network management, legal, human resources, and investor relations. These expenses are centrally managed and are not monitored by management at a segment level. 2

21 WINDSTREAM HOLDINGS, INC. UNAUDITED SUPPLEMENTAL OPERATING INFORMATION (In thousands) THREE MONTHS ENDED December 31, December 31, Increase (Decrease) Amount % Consumer operating metrics Households served 1, ,445.8 (91.2) (6) High-speed Internet customers 1, ,095.1 (44.0) (4) Digital television customers (38.3) (11) December 31, 2016 TWELVE MONTHS ENDED December 31, 2015 Increase (Decrease) Amount % Net household losses (1.3) (5) Net high-speed Internet customer losses (2.6) (18) Small Business - ILEC customers (10.9) (7) Enterprise customers Small Business - CLEC customers (19.1) (21) Note: Enterprise customers consist of those relationships that have the propensity now or in the future to generate at least $1,500 or more in monthly recurring revenue. Business customers not meeting this criterion are classified as small business. Our small business customer base is further disaggregated between those customers located in service areas in which we are the incumbent local exchange carrier ("ILEC") and provide services over network facilities operated by us and those customers located in service areas in which we are a competitive local exchange carrier ("CLEC") and provide services over network facilities primarily leased from other carriers. In classifying our business customers, we consider the maximum potential revenue to be generated from the customer relationship for both our existing customer base and any new customers in determining which business unit can best support the customer. Accordingly, over time, we may prospectively change the classification of a particular business customer between enterprise and small business. 3

22 WINDSTREAM HOLDINGS, INC. UNAUDITED CONSOLIDATED BALANCE SHEETS (In millions) December 31, 2016 December 31, 2015 Assets Current Assets: Cash and cash equivalents 59.1 $ 31.3 Accounts receivable, net Inventories Prepaid expenses and other Total current assets Goodwill 4, ,213.6 Other intangibles, net 1, ,504.7 Net property, plant and equipment 5, ,279.8 Investment in CS&L common stock Other assets Total Assets $ 11,770.0 $ 12,518.1 Liabilities and Shareholders' Equity Current Liabilities: Current maturities of long-term debt 14.9 $ 5.9 Current portion of long-term lease obligations Accounts payable Advance payments and customer deposits Accrued taxes Accrued interest Other current liabilities Total current liabilities 1, ,267.1 Long-term debt 4, ,164.6 Long-term lease obligations 4, ,000.4 Deferred income taxes Other liabilities Total liabilities 11, ,211.7 Shareholders' Equity: Common stock - Additional paid-in capital Accumulated other comprehensive income (loss) 5.9 (284.4) Accumulated deficit (395.6) (12.1) Total shareholders' equity Total Liabilities and Shareholders' Equity $ 11,770.0 $ 12,

23 WINDSTREAM HOLDINGS, INC. UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions) THREE MONTHS ENDED December December 31, 2015 TWELVE MONTHS ENDED December 31, 2016 December 31, 2015 Cash Flows from Operating Activities: Net (loss) income $ (86.9) $ $ (383.5) $ 27.4 Adjustments to reconcile net (loss) income to net cash provided from operations: Depreciation and amortization , ,366.5 Provision for doubtful accounts Share-based compensation expense Pension expense Deferred income taxes (58.3) 87.0 (138.3) (16.3) Net gain on disposal of investment in CS&L common stock - - (15.2) Noncash portion of net gain (loss) on early extinguishment of debt - (3.5) (5L9) (18.5) Other-than-temporary impairment loss on investment in CS&L common stock Amortization of unrealized losses on de-designated interest rate swaps Loss (gain) from sale of data center 10.0 (326.1) 10.0 (326.1) Plan curtailment - (1.5) (5.5) (18.0) Other, net Changes in operating assets and liabilities, net: Accounts receivable 20.8 (10.6) (15.1) (69.5) Prepaid income taxes 5.3 (4.3) (4.4) Prepaid expenses and other Accounts payable (47.2) 31.1 Accrued interest (34.9) (60.6) (20.1) (26.4) Accrued taxes (6.1) 17.9 Other current liabilities 2.9 (25.9) 21.2 (17.7) Other liabilities (31.5) (7.8) (42.4) (11.6) Other, net (34) (36 2) Net cash provided from operating activities Cash Flows from Investing Activities: Additions to property, plant and equipment (236.4) (310.9) (989.8) (1,055.3) Proceeds from the sale of property Grant funds received for broadband stimulus projects Network expansion funded by Connect America Fund - Phase 1 (6.5) (73.9) Disposition of data center business Change in restricted cash Other, net (6.11 (6.5) 2.8 Net cash (used in) provided from investing activities (236.4) (990.0) (522.0) Cash Flows from Financing Activities: Dividends paid to shareholders (14.5) (15.1) (58.6) (369.2) Payment received from CS&L in spin-off - - 1,035.0 Funding received from CS&L for tenant capital improvements Repayments of debt and swaps (344.1) (1,252.3) (3,263.7) (3,350.9) Proceeds of debt issuance , ,335.0 Debt issuance costs (0.1) - (12.4) (4.3) Stock repurchases (26.2) (28.9) (46.2) Payments under long-term lease obligations (39.6) (43.3) (152.8) (102.6) Payments under capital lease obligations (4.6) (6.8) (57.7) (31.5) Other, net 02 (1 3) (701 (9 5), Net cash (used in) provided from financing activities (68 21 (5869) 93.4 (501 1) (Decrease) increase in cash and cash equivalents (2.3) (65.9) Cash and Cash Equivalents: Beginning ofperiod End of period R 59 1,R 11 1 i 59 1 'g

24 WINDSTREAM HOLDINGS, INC. NON-GAAP FINANCIAL MEASURES - ADJUSTED FREE CASH FLOW AND ADJUSTED CAPITAL EXPENDITURES (In millions) THREE MONTHS ENDED December 31, 2016 December 31, 2015 TWELVE MONTHS ENDED December 31, December 31, Adjusted Free Cash Flow: Operating income under GAAP $ 73.7 $ $ $ Depreciation and amortization , ,366.5 OIBDA , ,875.9 Adjustments: Merger, integration and other costs Pension expense Restructuring charges Share-based compensation expense Master lease rent payment (163.4) (162.5) (653.6) (446.0) Adjusted capital expenditures (183.1) (226.6) (816.0) (965.0) Cash paid for interest on long-term debt obligations (113.9) (160.3) (366.2) (487.8) Cash refunded (paid) for income taxes 2.0 (0.3) (6.2) (1.1) Cash dividends received on CS&L common stock Adjusted free cash flow $ 23.1 $ (19.4) $ $ Adjusted Capital Expenditures: Capital expenditures under GAAP $ $ $ $ 1,055.3 Project Excel capital expenditures (A) (53.3) (41.2) (173.8) (47.2) Capital expenditures funded by CS&L - (43.1) - (43.1) Adjusted capital expenditures $ $ $ $ (A) Represents capital expenditures related to Project Excel, a capital program funded entirely using a portion of the proceeds from the sale of the data center business completed on December 18,

25 WINDSTREAM HOLDINGS, INC. RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (In millions) Reconciliation of Revenues and Sales under GAAP to Adjusted Revenues and Sales: Service revenues under GAAP Adjustments: Data center revenues Consumer CLEC revenues Directory publishing revenues Adjusted service revenues Product sales under GAAP Adjusted revenues and sales THREE MONTHS ENDED December 31, 2016 $ 1,289.1 December 31, 2015 $ 1,388.4 TWELVE MONTHS ENDED December 31, December 31, $ 5,279.9 $ 5,598.6 (A) (A) - (28.4) (A) (A) (119.4) (10.2) (A) - (A) - (1.6) 1, , , , $ 1,309.1 $ 1,398.6 $ 5,387.0 $ 5,634.1 Reconciliation of Net (Loss) Income under GAAP to Adjusted OIBDA: Net (loss) income $ (86.9) $ $ (383.5) $ 27.4 Adjustments: Dividend income on CS&L common stock (B) (17.6) (B) (17.6) (48.2) Other (income) expense, net (B) (1.3) (1.4) (B) 1.2 (9.3) Loss (gain) on sale of data center business (B) 10.0 (326.1) (B) 10.0 (326.1) Net loss on disposal of investment in CS&L common stock (B) - (B) (15.2) - Net loss on early extinguishment of debt (B) 0.6 (B) Other-than-temporary impairment loss on investment in CS&L common stock (B) - - (B) Interest expense (B) (B) Income tax (benefit) expense (B) (55.2) (B) (140.0) 16.0 Operating income under GAAP (B) (B) Depreciation and amortization (B) (B) 1, ,366.5 Adjustments: Data center business operating loss (A) (7.3) (A) (2.6) Consumer CLEC business operating income (A) (A) (3.3) Directory publishing operating income (A) (A) (0.8) Depreciation and amortization - disposed businesses (A) - (2.0) (A) (36.2) Merger, integration and other costs (B) (B) Pension expense (B) (B) Restructuring charges (B) (B) Share-based compensation expense (B) (B) Adjusted OIBDAR , ,004.3 Master lease rent payment (C) (163.4) (162.5) (C) (653.6) (650.0) Adjusted OIBDA $ $ $ 1,260.1 $ 1,354.3 See Notes to Reconciliation of Non-GAAP Financial Measures 7

26 WINDSTREAM HOLDINGS, INC. RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (In millions) THREE MONTHS ENDED TWELVE MONTHS ENDED December 31, 2016 December 31, 2015 December 31, 2016 December 31, 2015 Reconciliation of Net Cash Provided from Operating Activities to Adjusted OIBDA: Net Cash Provided From Operating Activities $ $ $ $ 1,026.6 Adjustments: Master lease rent payment (C) (163.4) (162.5) (C) (653.6) (650.0) Cash dividends received on CS&L common stock (17.6) (35.2) (30.6) Pretax operating results of disposed businesses (A) (9.5) (A) (43.8) Merger, integration and other costs (B) (B) Restructuring charges (B) (B) Other income (expense), net (B) (1.3) (1.4) (B) 1.2 (9.3) Net loss on early extinguishment of debt (B) 0.6 (B) Interest expense (B) (B) Income tax benefit, net of deferred income taxes (1.7) 32.3 Provision for doubtful accounts (D) (10.7) (10.0) (D) (43.8) (47.1) Noncash portion of net (gain) loss on early extinguishment of debt (D) (D) Amortization of unrealized losses on de-designated interest rate swaps (D) (1.7) (1.6) (D) (4.8) (11.6) Plan curtailment (D) (D) Other noncash adjustments, net (F) (1.5) (12.0) (F) 16.4 (25.0) Changes in operating assets and liabilities, net (D) (26.6) 5.2 (D) Adjusted OIBDA $ $ $ $ Reconciliation of Net Cash Provided from Operating Activities to Adjusted Free Cash Flow: Net Cash Provided From Operating Activities $ $ $ $ 1,026.6 Adjustments: Cash paid for income taxes 2.0 (0.3) (6.2) (1.1) Cash paid for interest on long-term debt obligations (113.9) (160.3) (366.2) (487.8) Capital expenditures (D) (236.4) (310.9) (D) (989.8) (1,055.3) Project Excel capital expenditures (E) (E) Capital expenditures funded by CS&L Master lease rent payment (A) (163.4) (162.5) (A) (653.6) (446.0) Merger, integration and other costs (B) (B) Restructuring charges (B) (B) Other income (expense), net (B) (1.3) (1.4) (B) 1.2 (9.3) Net loss on early extinguishment of debt (B) (B) Interest expense (B) (B) Income tax benefit, net of deferred income taxes (1.7) 32.3 Provision for doubtful accounts (D) (10.7) (10.0) (D) (43.8) (47.1) Noncash portion of net (gain) loss on early extinguishment of debt (D) (D) Amortization of unrealized losses on de-designated interest rate swaps (D) (1.7) (1.6) (D) (4.8) (11.6) Plan curtailment (D) (D) Other noncash adjustments, net (F) (1.5) (12.0) (F) 16.4 (25.0) Changes in operating assets and liabilities, net (D) (26.6) 5.2 (D) Adjusted Free Cash Flow $ 23.1 $ (19.4) $ $ See Notes to Reconciliation of Non-GAAP Financial Measures 8

27 WINDSTREAM HOLDINGS, INC. NOTES TO RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (A) Represents applicable amount related to the disposed data center and consumer CLEC businesses and directory publishing operations as reported under GAAP. There were no product sales attributed to the disposed businesses. (B) Represents applicable amount as reported under GAAP - See Unaudited Consolidated Statements of Operations. (C) Represents the impact of the annual cash rent payment due under the master lease agreement with CS&L assuming the lease payments began on January 1, (D) Represents applicable amount reported under GAAP - See Unaudited Consolidated Statements of Cash Flows. (E) Represents capital expenditures related to Project Excel, a capital program funded entirely using a portion of the proceeds from the sale of the data center business completed on December 18, (F) Consists of non-cash amortization of debt issuance costs, debt discounts and premiums, accretion expense related to asset retirement obligations, ineffectiveness on interest rate swaps, gains on the sale of property, and other non-cash miscellaneous income and expenses. Windstream Holdings, Inc ("Windstream", "we", "us", "our") has presented in this press release unaudited adjusted results, which exclude the impacts of the disposed data center and consumer CLEC businesses and directory publishing operations and all merger, integration and other costs resulting from strategic transactions. In addition to these adjustments, we have presented certain measures of our operating performance that adjusts for the impact of the annual cash rent payment due under the master lease agreement with Communications Sales & Leasing ("CS&L"), and exclude the impacts of restructuring charges, pension costs and share-based compensation expense. Our purpose for these adjustments is to improve the comparability of results of operations for all periods presented in order to focus on the true earnings capacity of our core business operations and our ability to generate cash flow. We use adjusted results, including adjusted OIBDA, adjusted OIBDAR, adjusted free cash flow and adjusted capital expenditures as key measures of the operational performance of our business. Our management, including the chief operating decision-maker, consistently uses these measures for internal reporting and the evaluation of business objectives, opportunities and performance. 9

28 EXHIBIT A-5 PROPOSED TARIFF

29 Original Title Page This tariff issued by Talk America LLC cancels and replaces Michigan Tariff No. 4R issued by TALK AMERICA INC. d/b/a Cavalier Telephone d/b/a PAETEC Business Services d/b/a Cavalier Telephone and TV in it is entirety. Regulations and Schedule of Intrastate Charges Applying to Local End-User Telecommunications Service Within the State of Michigan Pursuant to amendments to the Michigan Telecommunications Act effective November 22, 2005, all services and bundles offered herein, except for residential primary basic local exchange service, have been price-deregulated. The Company's residential primary basic local exchange service, the Talk America Basic Service Plan, is found in Section This plan is the only price-regulated offering now provided under this tariff.

30 Michigan Tariff No. 4R Table of Contents Original Page 1 TABLE OF CONTENTS TABLE OF CONTENTS PREFACE CHECK SHEET 1 EXPLANATION OF SYMBOLS, REFERENCE MARKS, AND ABBREVIATIONS OF TECHNICAL TERMS USED IN THIS TARIFF 5 APPLICATION OF TARIFF 6 SECTION 1: DEFINITIONS 1 SECTION 2: REGULATIONS Undertaking of the Company Prohibited Uses Obligations of the Customer Customer Equipment and Channels Payment Arrangements Allowances for Interruptions in Service Restoration of Service Use of Customer's Service by Others Cancellation of Service Transfers and Assignments Notices and Communications Formal and Information Procedures Customer Access to Information Return Check Charge Customer Referral Program Pay Telephone Surcharge 48 WCI.Michigan.Govaffairs(a)windstream.com

31 Table of Contents Original Page 2 TABLE OF CONTENTS, (CONT'D.) SECTION 3: SERVICE OFFERINGS General Charges Based on Duration of Use Rates Based Upon Distance Calculation of Distance Directory Listings Types of Services Offered Standard Residence Line Residential Bundled Service Standard Business Line Business Bundled Local Service Directory Assistance IntraLATA Presubscription UNE Loop Support Service 148 SECTION 4: MISELLANEOUS SERVICES LifeLine Program Emergency Services Dual Party Relay Service Telephone Directory and Directory Assistance Call Blocking Service IntraLATA Presubscription Rates by Individual Contract Basis Promotional Offerings UNE Loop Support Service 14 SECTION 5: GEOGRAPHIC AREAS Legal Descriptions and Maps Local Calling Areas B Traditional Exchanges List of Cities, Villages, and Townships 28 WCI.Michigan.Govaffairs@windstream.com

32 Preface Original Page 1 CHECK SHEET The pages of this tariff, as listed below, are effective as of the date shown. Revised sheets contain all changes from the original tariff that are in effect as of the date indicated. SECTION PAGE REVISION SECTION PAGE REVISION Title Original 2 22 Original TOC 1 Original 2 23 Original TOC 2 Original 2 24 Original Preface 1 Original 2 25 Original Preface 2 Original 2 26 Original Preface 3 Original 2 27 Original Preface 4 Original 2 28 Original Preface 5 Original 2 29 Original Preface 6 Original 2 30 Original Preface 7 Original 2 31 Original 1 1 Original 2 32 Original 2 33 Original 2 1 Original 2 34 Original 2 2 Original 2 35 Original 2 3 Original 2 36 Original 2 4 Original 2 37 Original 2 5 Original 2 38 Original 2 6 Original 2 39 Original 2 7 Original 2 40 Original 2 8 Original 2 41 Original 2 9 Original 2 42 Original 2 10 Original 2 43 Original 2 11 Original 2 44 Original 2 12 Original 2 45 Original 2 13 Original 2 46 Original 2 14 Original 2 47 Original 2 15 Original 2 48 Original 2 16 Original 2 17 Original 3 1 Original 2 18 Original 3 2 Original 2 19 Original 3 3 Original 2 20 Original 3 4 Original 2 21 Original 3 5 Original WCI.Michigan.Govaffairs(cp,windstream.com

33 Preface Original Page 2 CHECK SHEET, (CONT'D.) SECTION PAGE REVISION SECTION PAGE REVISION 3 6 Original 3 38 Original 3 7 Original 3 39 Original 3 8 Original 3 40 Original 3 9 Original 3 41 Original 3 10 Original 3 42 Original 3 11 Original 3 43 Original 3 12 Original 3 44 Original 3 13 Original 3 45 Original 3 14 Original 3 46 Original 3 15 Original 3 47 Original 3 16 Original 3 48 Original 3 17 Original 3 49 Original 3 18 Original 3 50 Original 3 19 Original 3 51 Original 3 20 Original 3 52 Original 3 21 Original 3 53 Original 3 22 Original 3 54 Original 3 23 Original 3 55 Original 3 24 Original 3 56 Original 3 25 Original 3 57 Original 3 26 Original 3 58 Original 3 27 Original 3 59 Original 3 28 Original 3 60 Original 3 29 Original 3 61 Original 3 30 Original 3 62 Original 3 31 Original 3 63 Original 3 32 Original 3 64 Original 3 33 Original 3 65 Original 3 34 Original 3 66 Original 3 35 Original 3 67 Original 3 36 Original 3 68 Original 3 37 Original 3 69 Original 3 70 Original * - indicates those pages included with this filing. WCI.Michigan.Govaffairs(a)windstream.com

34 Preface Original Page 3 CHECK SHEET, (CONT'D.) SECTION PAGE REVISION SECTION PAGE REVISION 3 71 Original 3 95 Original 3 72 Original 3 96 Original 3 73 Original 3 97 Original 3 74 Original 3 98 Original 3 75 Original 3 99 Original 3 76 Original Original 3 77 Original Original 3 78 Original Original 3 79 Original Original 3 80 Original Original 3 81 Original Original 3 82 Original Original 3 83 Original Original 3 84 Original Original 3 85 Original Original 3 86 Original Original 3 87 Original Original 3 88 Original Original 3 89 Original Original 3 90 Original Original 3 91 Original Original 3 92 Original Original 3 93 Original Original 3 94 Original Original * - indicates those pages included with this filing. WCI.Michigan.Govaffairs@windstream.com

35 Preface Original Page 4 CHECK SHEET, (CONT'D.) SECTION PAGE REVISION SECTION PAGE REVISION Original Original Original Original Original Original Original Original Original 4 1 Original Original Original Original Original Original 4 2 Original Original 4 3 Original Original 4 4 Original Original 4 5 Original Original 4 6 Original Original 4 7 Original Original 4 8 Original Original 4 9 Original Original 4 10 Original Original 4 11 Original Original 4 12 Original Original 4 13 Original Original 4 14 Original Original 4 15 Original Original Original Original Original Original Original Original Original Original WCI.Michigan.Govaffairs(&,windstream.com

36 Preface Original Page 5 CHECK SHEET, (CONT'D.) SECTION PAGE REVISION SECTION PAGE REVISION 5 1 Original 5 36 Original 5 2 Original 5 37 Original 5 3 Original 5 38 Original 5 4 Original 5 39 Original 5 5 Original 5 40 Original 5 6 Original 5 41 Original 5 7 Original 5 42 Original 5 8 Original 5 43 Original 5 9 Original 5 44 Original 5 10 Original 5 45 Original 5 11 Original 5 46 Original 5 12 Original 5 47 Original 5 13 Original 5 48 Original 5 14 Original 5 49 Original 5 15 Original 5 50 Original 5 16 Original 5 51 Original 5 17 Original 5 52 Original 5 18 Original 5 53 Original 5 19 Original 5 54 Original 5 20 Original 5 55 Original 5 21 Original 5 56 Original 5 22 Original 5 57 Original 5 23 Original 5 58 Original 5 24 Original 5 59 Original 5 25 Original 5 60 Original 5 26 Original 5 61 Original 5 27 Original 5 62 Original 5 28 Original 5 63 Original 5 29 Original 5 64 Original 5 30 Original 5 65 Original 5 31 Original 5 66 Original 5 32 Original 5 33 Original 5 34 Original 5 34 Original WCI.Michigan.Govaffairs@windstream.com

37 Preface Original Page 6 EXPLANATION OF SYMBOLS, REFERENCE MARKS, AND ABBREVIATIONS OF TECHNICAL TERMS USED IN THIS TARIFF The following symbols shall be used in this tariff for the purpose indicated below: C D I N R To signify changed regulation. To signify discontinued rate or regulation. To signify increased rate. To signify new rate or regulation. To signify reduced rate. WCI.Michigan.Govaffairs@windstream.com

38 Preface Original Page 7 APPLICATION OF TARIFF This tariff sets forth the service offerings, rates, terms and conditions applicable to the furnishing of intrastate end-user telecommunications services by d/b/a Cavalier Telephone d/b/a PAETEC Business Services d/b/a Cavalier Telephone and TV, hereinafter referred to as the Company, to customers within the State of Michigan. WCI.Michigan.Govaffairs@windstream.com

39 Section 1 Original Page 1 SECTION 1 - DEFINITIONS Authorized User - A person, firm, corporation or other entity who is authorized by the Customer to be connected to the service of the Customer under the terms and regulations of this tariff. Business Service - A switched network service that provides for dial station communications that is described as a business or commercial rate. Business Customer - A Business Customer is a Customer who subscribes to the Company's Service(s) and whose primary use of the Service is of a business, professional, institutional, or otherwise occupational nature. Company - Used throughout this tariff to refer to d/b/a Cavalier Telephone d/b/a PAETEC Business Services d/b/a Cavalier Telephone and TV, unless otherwise clearly indicated by the context. End User - Any person, firm, corporation, partnership or other entity which uses the services of the Company under the provisions and regulations of this tariff. The End User is responsible for payment unless the charges for the services utilized are accepted and paid by another Customer. Holidays - Holidays observed by the Company as specified in this tariff. LATA - Means the local access and transport area as defined in United States v American Telephone and Telegraph Co., 569 F. Stipp. 990 (D.D. C. 1983). Off-Net: Customers or locations where the Company provides local service using SBC switching facilities via UNE-P or resale. On-Net: Customers or locations within the Company's collocation footprint where the Company provides local service using its own switching facilities or switching facilities leased from a third-party other than SBC. Residential Customer - A Residential Customer is a person to whom telecommunications services are furnished predominantly for personal or domestic purposes at the person's dwelling. Switched Access - A method for reaching the Company through the local switched network whereby the End User uses standard business or residential local lines. WCI.Michigan.Govaffairs(&,windstream.com

40 Section 2 Original Page Undertaking of the Company Scope SECTION 2 - REGULATIONS The Company undertakes to furnish communications service pursuant to the terms of this tariff in connection with the provision of an access line and usage within a local calling area for the transmission of high quality, 2-way interactive switched voice or data communications between points within the State of Michigan. Customers and users may use services and facilities provided under this tariff to obtain access to services offered by other service providers. The Company is responsible under this tariff only for the services and facilities provided hereunder, and it assumes no responsibility for any service provided by any other entity that purchases access to the Company network in order to originate or terminate its own services, or to communicate with its own customers Shortage of Equipment or Facilities (A) (B) The Company reserves the right to limit or to allocate the use of existing facilities, or of additional facilities offered by the Company, when necessary because of lack of facilities, or due to some other cause beyond the Company's control. The furnishing of service under this tariff is subject to the availability on a continuing basis of all the necessary facilities and is limited to the capacity of the Company's facilities as well as facilities the Company may obtain from other carriers to furnish service from time to time as required at the sole discretion of the Company. WCI.Michigan.Govaffairs(&,windstream.com

41 Section 2 Original Page 2 SECTION 2 - REGULATIONS, (CONT'D.) 2.1 Undertaking of the Company, (Cont'd.) Terms and Conditions (A) (B) (C) Business Service is provided on the basis of a minimum period of at least one month, 24-hours per day. For the purpose of computing charges in this tariff, a month is considered to have 30 days. Business Customers may be required to enter into written service orders which shall contain or reference a specific description of the service ordered, the rates to be charged, the duration of the services, and the terms and conditions in this tariff. Business Customers will also be required to execute any other documents as may be reasonably requested by the Company. At the expiration of the initial term specified in each Service Order, or in any extension thereof, service shall continue on a month-to-month basis at the then current rates unless terminated by either party upon 30 days' written notice. Any termination shall not relieve the Business Customer of its obligation to pay any charges incurred under the service order and this tariff prior to termination. The rights and obligations which by their nature extend beyond the termination of the term of the service order shall survive such termination. WCI.Michigan.GovaffairsAwindstream.com