Supplemental Guarantor Information: | Supplemental Guarantor Information: Debentures and notes, without collateral, issued by Windstream Services, LLC In connection with the issuance of the 7.750 percent senior notes due October 15, 2020, the 7.750 percent senior notes due October 1, 2021, the 7.500 percent senior notes due June 1, 2022, the 7.500 percent senior notes due April 1, 2023, and the 6.375 percent senior notes due August 1, 2023 (“the guaranteed notes”), certain of Windstream Services’ wholly-owned subsidiaries (the “Guarantors”), provide guarantees of those debentures. These guarantees are full and unconditional, subject to certain customary release provisions, as well as joint and several. All personal property assets and related operations of the Guarantors are pledged as collateral on the senior secured credit facility of Windstream Services. Certain Guarantors may be subject to restrictions on their ability to distribute earnings to Windstream Services. The remaining subsidiaries of Windstream Services (the “Non-Guarantors”) are not guarantors of the guaranteed notes. Windstream Holdings is not a guarantor of any Windstream Services debt instruments. We made revisions to correct certain misclassification errors in our previously issued supplemental guarantor financial statements that were not material to the condensed consolidating balance sheet as of March 31, 2018 or to the condensed consolidating statement of cash flows for the three months ended March 31, 2018. These revisions had no impact to the condensed consolidating statement of comprehensive income (loss) for the three months ended March 31, 2018. The effects of the misclassification errors for the condensed consolidating balance sheet were as follows: For Guarantors, we reduced accounts receivable by $77.6 million and increased affiliate receivable, net by $77.6 million . For Non-Guarantors, we increased accounts receivable by $77.6 million and reduced affiliate receivable, net by $77.6 million . The effects of the revisions to the condensed consolidating statement of cash flows were as follows: For Guarantors, we increased net cash provided by operating activities by $72.8 million and reduced cash provided by intercompany transactions, net by $72.8 million . For Non-Guarantors, we reduced net cash provided by operating activities by $72.8 million and increased cash provided by intercompany transactions, net by $72.8 million . The following information presents condensed consolidating and combined statements of comprehensive income (loss) for the three-month period ended March 31, 2019 and 2018 , condensed consolidating and combined balance sheets as of March 31, 2019 and December 31, 2018 , and condensed consolidating and combined statements of cash flows for the three-month periods ended March 31, 2019 and 2018 of Windstream Services, the Guarantors and the Non-Guarantors. Investments consist of investments in net assets of subsidiaries held by Windstream Services and other subsidiaries and have been presented using the equity method of accounting. 16. Supplemental Guarantor Information, Continued: Condensed Consolidating Statement of Comprehensive Income (Loss) (Unaudited) Three Months Ended (Millions) Windstream Services Guarantors Non- Guarantors Eliminations Consolidated Revenues and sales: Service revenues $ — $ 232.9 $ 1,086.9 $ (17.6 ) $ 1,302.2 Product sales — 16.3 2.1 — 18.4 Total revenues and sales — 249.2 1,089.0 (17.6 ) 1,320.6 Costs and expenses: Cost of services — 140.8 737.3 (17.0 ) 861.1 Cost of products sold — 14.0 2.9 — 16.9 Selling, general and administrative — 28.7 169.8 (0.6 ) 197.9 Depreciation and amortization 0.6 67.9 203.0 — 271.5 Goodwill impairment 299.1 1,533.0 506.9 — 2,339.0 Merger, integration and other costs — — 4.6 — 4.6 Restructuring charges — 1.4 9.1 — 10.5 Total costs and expenses 299.7 1,785.8 1,633.6 (17.6 ) 3,701.5 Operating loss (299.7 ) (1,536.6 ) (544.6 ) — (2,380.9 ) (Losses) earnings from consolidated subsidiaries (1,879.9 ) (16.8 ) 9.1 1,887.6 — Other (expense) income, net (2.6 ) 0.2 1.4 — (1.0 ) Intercompany interest income (expense) 12.5 (14.7 ) 2.2 — — Reorganization items, net (104.9 ) — — — (104.9 ) Interest expense (89.2 ) (1.2 ) (1.5 ) — (91.9 ) Loss before income taxes (2,363.8 ) (1,569.1 ) (533.4 ) 1,887.6 (2,578.7 ) Income tax benefit (53.8 ) (115.9 ) (99.0 ) — (268.7 ) Net loss $ (2,310.0 ) $ (1,453.2 ) $ (434.4 ) $ 1,887.6 $ (2,310.0 ) Comprehensive loss $ (2,313.6 ) $ (1,453.2 ) $ (434.4 ) $ 1,887.6 $ (2,313.6 ) 16. Supplemental Guarantor Information, Continued: Condensed Consolidating Statement of Comprehensive Income (Loss) (Unaudited) Three Months Ended (Millions) Windstream Services Guarantors Non- Guarantors Eliminations Consolidated Revenues and sales: Service revenues $ — $ 294.7 $ 1,168.8 $ (28.1 ) $ 1,435.4 Product sales — 17.7 1.2 — 18.9 Total revenues and sales — 312.4 1,170.0 (28.1 ) 1,454.3 Costs and expenses: Cost of services — 127.7 636.9 (27.7 ) 736.9 Cost of products sold — 15.2 1.6 — 16.8 Selling, general and administrative — 38.8 189.9 (0.4 ) 228.3 Depreciation and amortization 1.6 123.6 256.6 — 381.8 Merger, integration and other costs — — 7.3 — 7.3 Restructuring charges — 1.5 12.2 — 13.7 Total costs and expenses 1.6 306.8 1,104.5 (28.1 ) 1,384.8 Operating (loss) income (1.6 ) 5.6 65.5 — 69.5 (Losses) earnings from consolidated subsidiaries (53.9 ) 3.7 19.0 31.2 — Other income (expense), net 0.5 (0.3 ) (2.5 ) — (2.3 ) Intercompany interest income (expense) 16.8 (10.5 ) (6.3 ) — — Interest expense (100.8 ) (36.1 ) (86.2 ) — (223.1 ) Loss before income taxes (139.0 ) (37.6 ) (10.5 ) 31.2 (155.9 ) Income tax benefit (18.0 ) (9.8 ) (7.1 ) — (34.9 ) Net loss $ (121.0 ) $ (27.8 ) $ (3.4 ) $ 31.2 $ (121.0 ) Comprehensive loss $ (110.2 ) $ (27.8 ) $ (3.4 ) $ 31.2 $ (110.2 ) 16. Supplemental Guarantor Information, Continued: Condensed Consolidating Balance Sheet (Unaudited) As of March 31, 2019 (Millions) Windstream Services Guarantors Non- Guarantors Eliminations Consolidated Assets Current Assets: Cash and cash equivalents $ 395.8 $ 2.4 $ 33.8 $ — $ 432.0 Restricted cash 7.7 — — — 7.7 Accounts receivable, net — 127.4 509.3 (3.3 ) 633.4 Notes receivable - affiliate — 3.1 — (3.1 ) — Affiliates receivable, net — 465.9 1,749.1 (2,215.0 ) — Inventories — 65.3 14.5 — 79.8 Prepaid expenses and other 25.0 34.0 136.6 — 195.6 Total current assets 428.5 698.1 2,443.3 (2,221.4 ) 1,348.5 Investments in consolidated subsidiaries 6,467.6 863.9 566.6 (7,898.1 ) — Notes receivable - affiliate — 302.7 — (302.7 ) — Goodwill 358.1 76.6 — — 434.7 Other intangibles, net 449.9 318.6 406.0 — 1,174.5 Net property, plant and equipment 0.4 837.8 2,789.6 — 3,627.8 Operating lease right-of-use assets — 1,182.5 3,004.9 — 4,187.4 Other assets 20.8 16.6 46.9 — 84.3 Total Assets $ 7,725.3 $ 4,296.8 $ 9,257.3 $ (10,422.2 ) $ 10,857.2 Liabilities and Equity (Deficit) Current Liabilities: Current portion of long-term debt $ 3,415.2 $ 99.6 $ — $ — $ 3,514.8 Current portion of long-term lease obligations — — — — — Accounts payable — 71.2 200.7 — 271.9 Affiliates payable, net 2,215.0 — — (2,215.0 ) — Notes payable - affiliate — — 3.1 (3.1 ) — Advance payments and customer deposits — 26.4 140.8 (3.3 ) 163.9 Accrued taxes 0.5 17.0 47.4 — 64.9 Accrued interest 0.6 — 0.3 — 0.9 Other current liabilities 13.8 13.7 92.9 — 120.4 Total current liabilities 5,645.1 227.9 485.2 (2,221.4 ) 4,136.8 Long-term lease obligations — — — — — Notes payable - affiliate — — 302.7 (302.7 ) — Deferred income taxes — — — — — Other liabilities — 4.6 21.0 (4.2 ) 21.4 Liabilities subject to compromise 3,273.1 1,333.2 3,285.6 — 7,891.9 Total liabilities 8,918.2 1,565.7 4,094.5 (2,528.3 ) 12,050.1 Commitments and Contingencies (See Note 17) Equity (Deficit): Common stock — 39.4 81.9 (121.3 ) — Additional paid-in capital 1,245.9 3,956.7 1,404.9 (5,361.6 ) 1,245.9 Accumulated other comprehensive income 32.0 — 7.3 (7.3 ) 32.0 (Accumulated deficit) retained earnings (2,470.8 ) (1,265.0 ) 3,668.7 (2,403.7 ) (2,470.8 ) Total equity (deficit) (1,192.9 ) 2,731.1 5,162.8 (7,893.9 ) (1,192.9 ) Total Liabilities and Equity (Deficit) $ 7,725.3 $ 4,296.8 $ 9,257.3 $ (10,422.2 ) $ 10,857.2 16. Supplemental Guarantor Information, Continued: Condensed Consolidating Balance Sheet (Unaudited) As of December 31, 2018 (Millions) Windstream Services Guarantors Non- Guarantors Eliminations Consolidated Assets Current Assets: Cash and cash equivalents $ 328.2 $ — $ 27.5 $ — $ 355.7 Restricted cash 5.3 — — — 5.3 Accounts receivable, net — 115.3 541.1 (3.3 ) 653.1 Notes receivable - affiliate — 5.0 — (5.0 ) — Affiliates receivable, net — 537.9 1,842.1 (2,380.0 ) — Inventories — 66.6 15.8 — 82.4 Prepaid expenses and other 80.3 33.9 93.8 (48.3 ) 159.7 Total current assets 413.8 758.7 2,520.3 (2,436.6 ) 1,256.2 Investments in consolidated subsidiaries 4,737.8 526.9 573.6 (5,838.3 ) — Notes receivable - affiliate — 303.3 — (303.3 ) — Goodwill 657.2 1,609.6 506.9 — 2,773.7 Other intangibles, net 449.9 335.3 427.9 — 1,213.1 Net property, plant and equipment 0.5 1,125.1 3,795.3 — 4,920.9 Other assets 22.8 17.8 53.4 — 94.0 Total Assets $ 6,282.0 $ 4,676.7 $ 7,877.4 $ (8,578.2 ) $ 10,257.9 Liabilities and Equity (Deficit) Current Liabilities: Current portion of long-term debt $ 5,628.5 $ 99.6 $ — $ — $ 5,728.1 Current portion of long-term lease obligations — 1,334.5 3,235.8 — 4,570.3 Accounts payable — 226.4 277.2 — 503.6 Affiliates payable, net 2,380.0 — — (2,380.0 ) — Notes payable - affiliate — — 5.0 (5.0 ) — Advance payments and customer deposits — 31.3 152.6 (3.3 ) 180.6 Accrued taxes — 87.7 48.0 (48.3 ) 87.4 Accrued interest 41.4 1.7 0.4 — 43.5 Other current liabilities 37.8 77.7 228.7 — 344.2 Total current liabilities 8,087.7 1,858.9 3,947.7 (2,436.6 ) 11,457.7 Long-term lease obligations — 15.6 57.2 — 72.8 Notes payable - affiliate — — 303.3 (303.3 ) — Deferred income taxes 104.3 — — — 104.3 Other liabilities 9.3 55.5 477.6 — 542.4 Total liabilities 8,201.3 1,930.0 4,785.8 (2,739.9 ) 12,177.2 Commitments and Contingencies (See Note 17) Equity (Deficit): Common stock — 39.4 81.9 (121.3 ) — Additional paid-in capital 1,244.2 3,956.7 1,404.9 (5,361.6 ) 1,244.2 Accumulated other comprehensive income 35.6 — 7.7 (7.7 ) 35.6 (Accumulated deficit) retained earnings (3,199.1 ) (1,249.4 ) 1,597.1 (347.7 ) (3,199.1 ) Total equity (deficit) (1,919.3 ) 2,746.7 3,091.6 (5,838.3 ) (1,919.3 ) Total Liabilities and Equity (Deficit) $ 6,282.0 $ 4,676.7 $ 7,877.4 $ (8,578.2 ) $ 10,257.9 16. Supplemental Guarantor Information, Continued: Condensed Consolidating Statement of Cash Flows (Unaudited) Three Months Ended (Millions) Windstream Services Guarantors Non- Guarantors Eliminations Consolidated Cash Flows from Operating Activities: Net cash (used in) provided from operating activities $ (151.5 ) $ (202.4 ) $ 572.7 $ — $ 218.8 Cash Flows from Investing Activities: Additions to property, plant and equipment — (27.6 ) (165.2 ) — (192.8 ) Other, net (4.2 ) — — — (4.2 ) Net cash used in investing activities (4.2 ) (27.6 ) (165.2 ) — (197.0 ) Cash Flows from Financing Activities: Distributions to Windstream Holdings, Inc. (0.6 ) — — — (0.6 ) Repayments of debt and swaps (372.4 ) — — — (372.4 ) Proceeds from debt issuance 455.0 — — — 455.0 Debt issuance costs (14.7 ) — — — (14.7 ) Intercompany transactions, net 158.8 239.1 (397.9 ) — — Payments under long-term lease obligations — — (0.1 ) — (0.1 ) Payments under finance and capital lease obligations — (9.1 ) (0.7 ) — (9.8 ) Other, net (0.4 ) 2.4 (2.5 ) — (0.5 ) Net cash provided from (used in) financing activities 225.7 232.4 (401.2 ) — 56.9 Increase in cash, cash equivalents and restricted cash 70.0 2.4 6.3 — 78.7 Cash, Cash Equivalents and Restricted Cash: Beginning of period 333.5 — 27.5 — 361.0 End of period $ 403.5 $ 2.4 $ 33.8 $ — $ 439.7 16. Supplemental Guarantor Information, Continued: Condensed Consolidating Statement of Cash Flows (Unaudited) Three Months Ended (Millions) Windstream Services Guarantors Non- Guarantors Eliminations Consolidated Cash Flows from Operating Activities: Net cash (used in) provided from operating activities $ (66.1 ) $ 106.5 $ 199.4 $ — $ 239.8 Cash Flows from Investing Activities: Additions to property, plant and equipment (0.1 ) (51.7 ) (165.8 ) — (217.6 ) Acquisition of MASS, net of cash acquired (37.6 ) — — — (37.6 ) Other, net — 0.5 (0.1 ) — 0.4 Net cash used in investing activities (37.7 ) (51.2 ) (165.9 ) — (254.8 ) Cash Flows from Financing Activities: Distributions to Windstream Holdings, Inc. (0.5 ) — — — (0.5 ) Repayments of debt and swaps (217.1 ) — — — (217.1 ) Proceeds from debt issuance 313.0 — — — 313.0 Debt issuance costs (2.8 ) — — — (2.8 ) Intercompany transactions, net 35.3 (32.5 ) (2.8 ) — — Payments under long-term lease obligations — (13.1 ) (31.8 ) — (44.9 ) Payments under capital lease obligations — (12.3 ) (0.8 ) — (13.1 ) Other, net (2.1 ) 0.5 (0.9 ) — (2.5 ) Net cash provided from (used in) financing activities 125.8 (57.4 ) (36.3 ) — 32.1 Increase (decrease) in cash, cash equivalents and 22.0 (2.1 ) (2.8 ) — 17.1 Cash, Cash Equivalents and Restricted Cash: Beginning of period — 2.5 40.9 — 43.4 End of period $ 22.0 $ 0.4 $ 38.1 $ — $ 60.5 |