Windstream 2015 Annual Report Download - page 94

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Pursuant to the plan of distribution and immediately prior to the effective time of the spin-off, we contributed the telecommunications
network assets and the consumer CLEC business to Communications Sales & Leasing, Inc. (“CS&L”), a wholly owned subsidiary
of Windstream, in exchange for: (i) the issuance to Windstream of CS&L common stock of which 80.4 percent of the shares were
distributed on a pro rata basis to Windstream’s stockholders, (ii) cash payment to Windstream in the amount of $1.035 billion and
(iii) the distribution by CS&L to Windstream of approximately $2.5 billion of CS&L debt securities. After giving effect to the
interest in CS&L retained by Windstream, each Windstream Holdings shareholder received one share of CS&L for every five
shares of Windstream Holdings common stock held as of the record date of April 10, 2015 in the form of a tax-free dividend. On
April 24, 2015, following the completion of the spin-off, we transferred the CS&L Securities and cash to two investment banks,
in exchange for approximately $2.5 billion of debt securities of Windstream Services held by the investment banks. On May 27,
2015, we completed the redemption of $850.0 million of Windstream Services unsecured notes using a portion of the $1.035 billion
cash payment received from CS&L in the spin-off transaction.
As of the spin-off date, excluding restricted shares held by Windstream employees and directors, Windstream retained a passive
ownership interest in approximately 19.6 percent of the common stock of CS&L. Windstream intends to use all of its shares of
CS&L to retire additional Windstream Services debt within 18 to 24 months from the date of the spin-off, subject to market
conditions.
MANAGEMENT
Staff at our headquarters and regional offices supervise, coordinate and assist subsidiaries in management activities including
investor relations, acquisitions and dispositions, corporate planning, tax planning, cash and debt management, accounting,
insurance, sales and marketing support, government affairs, legal matters, human resources and engineering services.
EMPLOYEES
At December 31, 2015, we had 12,326 employees, of which 1,533 employees are part of collective bargaining units. During 2015,
we had no material work stoppages due to labor disputes with our unionized employees (see Item 1A, “Risk Factors”).
MORE INFORMATION
Our web site address is www.windstream.com. We file with, or furnish to, the Securities and Exchange Commission (the “SEC”)
annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and amendments to those reports,
as well as various other information. The public may read and copy any materials filed by us with the SEC at the SEC’s Public
Reference Room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. The public may obtain information on the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330. This information can also be found on the SEC website at
www.sec.gov. In addition, we make available free of charge through the Investor Relations page on our web site our annual reports,
quarterly reports, and current reports, and all amendments to any of those reports, as soon as reasonably practicable after providing
such reports to the SEC. In addition, in the “Corporate Governance” section of the Investor Relations page on our web site, we
make available our code of ethics, the Board of Directors’ Amended and Restated Corporate Governance Board Guidelines, and
the charters for our Audit, Compensation, and Governance Committees. We will provide to any stockholder a copy of the Code
of Ethics, Governance Board Guidelines and the Committee charters, without charge, upon written request to Investor Relations,
Windstream Holdings, Inc., 4001 Rodney Parham Road, Little Rock, Arkansas 72212.