UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~July~~August 306, 2020

Exact name of registrantas specified in its charter	State or other jurisdiction of incorporation or organization	CommissionFile Number	I.R.S. Employer Identification No.
Windstream Holdings, Inc.	Delaware	001-32422	46-2847717
Windstream Services, LLC	Delaware	001-36093	20-0792300




4001 Rodney Parham Road
	Little Rock,	Arkansas		72212
(Address of principal executive offices)				(Zip Code)

		(501)	748-7000
	(Registrants’ telephone number, including area code)

		N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None



Title of each class	Trading Symbol	Name of each exchange on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).



Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 27.0201 ~~Results~~Regulation ofFD ~~Operations and Financial Condition~~Disclosure.

On ~~July 30~~August 6, 2020, Windstream Holdings, Inc. (~~“Windstream”,~~ the “Company”~~, “we”, “us”, or “our”~~) issued a ~~press~~news release announcing that the Company’s ~~2020~~wholly ~~second~~owned ~~quarter~~subsidiaries, ~~consolidated~~Windstream ~~results~~Escrow ofLLC ~~operations.~~and ~~The~~Windstream ~~press~~Escrow ~~release~~Finance ~~presents~~Corp. ~~our~~(together, ~~unaudited consolidated results of operations measured under generally accepted accounting principles in~~ the ~~United States (~~“~~GAAP~~Issuers”), ~~and~~intend ~~certain~~to ~~unaudited~~offer ~~adjusted results of operations~~$1,400 ~~which~~million ~~are~~aggregate ~~not~~principal ~~calculated~~amount inof ~~accordance~~first ~~with~~lien ~~GAAP.~~notes Adue ~~“non-GAAP~~2028 ~~financial~~(the ~~measure~~“Notes”) ispursuant ~~defined~~to asexemptions afrom ~~numerical~~registration ~~measure~~under ofthe aSecurities ~~company’s~~Act ~~financial~~of ~~performance~~1933, ~~financial~~as ~~position~~amended ~~or cash flows that excludes~~ (orthe ~~includes~~“Securities Act”). ~~amounts~~A ~~that~~copy ~~are~~of ~~included in (or excluded from)~~ the ~~most~~news ~~directly~~release ~~comparable~~is ~~measure~~attached ~~calculated~~hereto ~~and~~as ~~presented~~Exhibit ~~in accordance with GAAP in a company’s financial statements~~99.1 ~~The~~and ~~non-GAAP~~is ~~financial~~incorporated ~~measures used~~ by usreference ~~may~~into ~~not~~this beItem ~~comparable to similarly titled measures used by other companies and should not be considered in isolation or as a substitute for measures of performance or liquidity prepared in accordance with GAAP~~7.01.

~~Our~~The ~~press~~information ~~release,~~set ~~and~~forth ~~other~~in ~~communications~~this ~~from~~Item ~~time~~7.01 toof ~~time,~~this ~~include~~Current aReport ~~non~~on Form 8-~~GAAP~~K ~~measure~~and ~~titled~~in ~~operating~~Exhibit ~~income~~99.1 ~~before~~is ~~depreciation~~being furnished hereby and ~~amortization~~shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “~~OIBDA~~Exchange Act”)., ~~OIBDA~~or ~~can~~otherwise subject to the liabilities of that section, nor shall it be ~~calculated~~deemed ~~directly~~incorporated ~~from~~by reference into any of the Company’s ~~consolidated~~filings ~~financial~~under ~~statements~~the ~~prepared~~Securities inAct ~~accordance~~or ~~with~~the ~~GAAP~~Exchange byAct, ~~taking~~whether ~~operating~~made ~~income~~before ~~(loss)~~or ~~and~~after ~~adding~~the ~~back~~date ~~goodwill~~hereof ~~impairment~~ and ~~depreciation~~regardless ~~and~~of ~~amortization~~any ~~expense.~~general ~~Management~~incorporation ~~considers~~language ~~OIBDA~~in tosuch befilings, ~~useful~~except to ~~investors~~the asextent weexpressly ~~believe~~set itforth ~~provides~~by ~~for~~specific ~~comparability~~reference ~~and~~in ~~evaluation~~such offilings. ~~our~~The ~~ongoing~~filing ~~operating~~of ~~performance~~this ~~and~~Item ~~trends~~7.01 byshall ~~excluding~~not ~~the~~be ~~impact~~deemed ofan ~~non-cash~~admission ~~depreciation~~as ~~and~~to ~~amortization~~the ~~from~~materiality ~~capital~~of ~~investments~~any ~~and~~information ~~non-cash~~herein ~~goodwill~~that ~~impairment~~is ~~charges~~required ~~which~~to ~~are~~be ~~not~~disclosed ~~indicative~~solely ofby ~~our~~reason ~~ongoing~~of ~~operating~~Regulation ~~performance~~FD.

We also present our unaudited consolidated results on an adjusted basis, which when compared to measures prepared in accordance with GAAP.

Adjusted results exclude goodwill impairment, straight-line expense under the contractual arrangement with Uniti Group, Inc. ("Uniti"), share-based compensation expense, restructuring and other charges, and certain other costs. In addition, we have presented certain measures of our operating performance that adjusts for the impact of the annual cash payment due under the contractual arrangement with Uniti. Windstream’s purpose for presenting its unaudited consolidated results on an adjusted basis is to improve the comparability of results of operations between current and prior periods 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 as a key measure of our operational performance. Windstream management, including the chief operating decision-maker, uses adjusted results consistently for all purposes, including internal reporting, the evaluation of business objectives, opportunities and performance, and the determination of management compensation.

Our press release makes reference to Adjusted OIBDA, Adjusted OIBDAR and Adjusted Free Cash Flow, which are non-GAAP measures. These non-GAAP measures are defined as follows:

• Adjusted OIBDAR, defined as operating income (loss) before depreciation and amortization and goodwill impairment, excluding straight-line expense under the contractual arrangement with Uniti, share-based compensation expense, restructuring and other charges, and certain other costs.

• Adjusted OIBDA, is Adjusted OIBDAR after the annual cash payment due under the arrangement with Uniti.

• Adjusted Free Cash Flow, defined as Adjusted OIBDA less adjusted capital expenditures, interest paid on long-term debt obligations, and income taxes paid, net of refunds.

Adjusted OIBDA and Adjusted OIBDAR are included to provide investors with useful information about our operating performance before the impacts of certain non-cash items and to enhance the comparability of operating results for the periods presented. Management believes that adjusted free cash flow provides investors with useful information about the ability of the Company’s core operations to generate cash flow.

A copy of the press release announcing Windstream’s 2020 second quarter operating results is attached hereto as Exhibit 99(a).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed with this report:

Exhibit Number Description

Exhibit



99.1	Windstream Press Release dated August 6, 2020.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

99.1	Windstream Press Release dated July 30, 2020
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, hereunto duly authorized.

~~SIGNATURE~~WINDSTREAM HOLDINGS, INC. WINDSTREAM SERVICES, LLC By: /s/ Kristi M. Moody By: /s/ Kristi M. Moody Name: Kristi M. Moody Name: Kristi M. Moody Title: Executive Vice President, General Counsel and Corporate Secretary Title: Executive Vice President, General Counsel and Corporate Secretary

~~Pursuant~~Dated: toAugust ~~the requirements of the Securities Exchange Act of 1934~~6, ~~the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.~~ 2020

WINDSTREAM HOLDINGS, INC. By: /s/ Robert E. Gunderman Name: Robert E. Gunderman Title: Chief Financial Officer and Treasurer

Dated: July 30, 2020

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