8-K

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): May 2, 2016

EARTHLINK HOLDINGS CORP.

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State of Incorporation) 001-15605
(Commission File Number) 46-4228084
(I.R.S. Employer Identification No.)

1170 Peachtree Street, Suite 900, Atlanta, Georgia      30309

(Address of principal executive offices)     (Zip Code)

(404) 815-0770

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report date)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On May 2, 2016, EarthLink Holdings Corp. (“the Company”) issued a press release announcing its financial results for the three months ended March 31, 2016.  A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information furnished in Item 2.02 of this Current Report on Form 8-K and in Exhibit 99.1 attached hereto shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 7.01 Regulation FD Disclosure

In connection with the Company’s conference call to be held on May 3, 2016, officers of the Company will be reviewing certain materials regarding financial results for the three months ended March 31, 2016 and guidance for the year ending December 31, 2016. A copy of the materials is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information furnished in Item 7.01 of this Current Report on Form 8-K and in Exhibit 99.2 attached hereto shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d)           Exhibits

Exhibit No.	Description
99.1	Press release dated May 2, 2016
99.2	Presentation regarding financial results and guidance

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EARTHLINK HOLDINGS CORP.
(Registrant)
By:	/s/ Louis M. Alterman
	Name:	Louis M. Alterman
	Title:	Executive Vice President,
	Chief Financial Officer

Date: May 2, 2016

3

Exhibit Index

Exhibit No.	Description
99.1	Press release dated May 2, 2016
99.2	Presentation regarding financial results and guidance

4

EX-99.1

Exhibit 99.1

	Investors
	Trey Huffman
	404-748-6219
	huffmanal@elnk.com
	Media
	Randi Drinkwater
	404-709-3404
	randi.drinkwater@elnk.com

EARTHLINK REPORTS FIRST QUARTER 2016 RESULTS

STRONG CASH FLOW AND DEBT REDUCTION HIGHLIGHT RESULTS

·Revenue of $254.3 million

·Net income of $7.9 million and net income per share of $0.07

·Adjusted EBITDA of $61.7 million

·Net cash provided by operating activities of $10.6 million

·Unlevered Free Cash Flow of $43.2 million

·Repurchased $7 million of outstanding 8.875% senior notes and repaid $35 million balance on outstanding revolving credit facility

·Ending cash balance of $60.7 million

ATLANTA, GA - May 2, 2016 - EarthLink (EarthLink Holdings Corp., NASDAQ: ELNK), a leading network services provider dedicated to delivering great customer experiences, today announced financial results for its first quarter of 2016.

“2016 is a transformational year for EarthLink as we work to become the industry leader in network services in the cloud world,” said EarthLink Chief Executive Officer and President Joe Eazor. “In the first quarter, we made progress on our journey and delivered solid financial results, including strong cash flow and further debt reduction.”

First Quarter 2016 Financial Summary

								Fourth			First
Figures in US $ millions,	First Quarter							Quarter			Quarter
except per share	2015			2016		Change		2015			2016		Change
Revenues
Enterprise/Mid-Market	$	114.4		$	104.7	(8.5	)%	$	106.2		$	104.7	(1.4	)%
Small Business	79.0			62.1		(21.5	)%	66.5			62.1		(6.6	)%
Carrier/Transport	32.9			36.1		9.7	%	34.3			36.1		5.2	%
Consumer	56.1			51.4		(8.4	)%	53.3			51.4		(3.6	)%
Total Revenue	282.4			254.3		(10.0	)%	260.2			254.3		(2.3	)%
Gross Margin	153.0			139.1		(9.1	)%	138.5			139.1		0.4	%
Operating Expenses	95.3			81.4		(14.6	)%	88.4			81.4		(7.9	)%
Net Income (Loss)	(10.5		)	7.9		NM		(12.3		)	7.9		NM
Net Income (Loss) per share	(0.10		)	0.07		NM		(0.12		)	0.07		NM
Adjusted EBITDA (1)	61.1			61.7		1.0	%	53.9			61.7		14.5	%
Capital Expenditures	17.5			18.6		6.3	%	27.1			18.6		(31.4	)%
Cash	108.1			60.7		(43.8	)%	91.3			60.7		(33.5	)%
Gross Debt Outstanding (2)	578.9			466.9		(19.3	)%	508.9			466.9		(8.3	)%
Net Cash Provided by Operating Activities	18.9			10.6		(43.9	)%	41.4			10.6		(74.4	)%
Unlevered Free Cash Flow (1)	43.6			43.2		(0.9	)%	26.8			43.2		61.2	%

(1) Adjusted EBITDA and Unlevered Cash Flow are non-GAAP measures, see definitions in “Non-GAAP Measures” below.

(2) Gross debt outstanding excludes unamortized debt issuance costs, unamortized debt discount and capital leases.

NM - Percentage is not meaningful

Revenue and Gross Margin

·Total revenue was $254.3 million during the first quarter of 2016, a decline of 10.0% from the prior year quarter and 2.3% from the fourth quarter of 2015.

·On February 1, 2016, the Company sold certain assets related to its IT services product offerings. Total revenue during the first quarter of 2016 included $3.4 million of IT services revenue, compared to $11.8 million during the first quarter of 2015 and $10.2 million during the fourth quarter of 2015.

·Total revenue during the first quarter of 2016 included $0.9 million of favorable settlements, compared to $2.1 million during the first quarter of 2015 and $0.9 million during the fourth quarter of 2015. In addition, total revenue during the first quarter of 2016 included $2.2 million of other favorable one-time revenue items.

·Gross margin during the first quarter of 2016 was $139.1 million, compared to $153.0 million in the first quarter of 2015 and $138.5 million in the fourth quarter of 2015. Cost of revenue in the first quarter of 2016 included $3.9 million of favorable settlements, compared to $3.6 million in the first quarter of 2015 and $2.2 million in the fourth quarter of 2015.

Net Income (Loss) and Adjusted EBITDA

·Net income was $7.9 million during the first quarter of 2016. This compares to a net loss of $(10.5) million in the first quarter of 2015 and $(12.3) million in the fourth quarter of 2015. Net income during the first quarter of 2016 includes a $5.7 million pretax gain on the sale of the Company’s IT services assets. Net income during the first quarter of 2016 also reflects a decrease in depreciation and amortization expense primarily due to certain assets becoming fully amortized and a decrease in interest expense due to lower outstanding debt as compared to the prior year periods.

·Adjusted EBITDA (a non-GAAP measure, see definition in “Non-GAAP Measures” below) was $61.7 million in the first quarter of 2016. This compares to $61.1 million in the first quarter of 2015 and $53.9 million during the fourth quarter of 2015. Adjusted EBITDA in the first quarter of 2016 includes the aforementioned revenue and cost of revenue settlements and one-time items, which totaled $7.0 million.

Balance Sheet and Cash Flow

·Net cash provided by operating activities was $10.6 million during the first quarter of 2016. This compares to net cash provided by operating activities of $18.9 million in the first quarter of 2015 and $41.4 million in the fourth quarter of 2015. Net cash provided by operating activities was unfavorably impacted in the first quarter by seasonal changes to net working capital.

·Unlevered Free Cash Flow (a non-GAAP measure, see definition in “Non-GAAP Measures” below) was $43.2 million during the first quarter of 2016. This compares to Unlevered Free Cash Flow of $43.6 million in the first quarter of 2015 and $26.8 million in the fourth quarter of 2015.

·EarthLink ended the first quarter of 2016 with $60.7 million in cash. EarthLink received $26.0 million of cash from the sale of its IT services assets. EarthLink repurchased $7.0 million of outstanding 8.875% senior notes at an average price of $100.35 per $100 face value of notes and repaid all of the $35.0 million outstanding under its revolving credit facility during the first quarter of 2016.

Non-GAAP Measures

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 business and loss on extinguishment of debt. 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 business and loss on extinguishment of debt, less cash used for purchases of property and equipment.

Adjusted EBITDA and Unlevered Free Cash Flow are non-GAAP financial measures. They should not be considered in isolation or as an alternative to measures determined in accordance with U.S. generally accepted accounting principles. Please refer to the Consolidated Financial Highlights for a reconciliation of these non-GAAP financial measures to the most comparable measures reported in accordance with U.S. generally accepted accounting principles and Footnote 4 of the Consolidated Financial Highlights for a discussion of the presentation, comparability and use of such financial measures.

Conference Call for Analysts and Investors

EarthLink’s First Quarter 2016 Conference Call will be held on Tuesday, May 3, 2016, at 8:30 a.m. ET and hosted by EarthLink’s Chief Executive Officer and President Joseph F. Eazor and Executive Vice President and Chief Financial Officer Louis M. Alterman.

The dial-in number is: (866) 887-3882.

Participants should reference the conference ID number 91321780 or “EarthLink First Quarter 2016 Earnings Call” and dial in 10 minutes prior to the scheduled start time.

Webcast

A live webcast of the conference call will be available at: http://ir.earthlink.net/.

Presentation

An investor presentation to accompany the conference call and webcast will be available at: http://ir.earthlink.net/

Replay

A webcast replay will be available from 11:30 a.m. ET on May 3, 2016 through midnight on June 3, 2016. Dial toll-free: (855) 859-2056. The replay confirmation code is 91321780. The webcast will be archived on the company’s website at: http://ir.earthlink.net/events.cfm.

About EarthLink

EarthLink (EarthLink Holdings Corp., NASDAQ: ELNK) is a leading network services provider dedicated to delivering great customer experiences in a cloud connected world. We help thousands of multi-location businesses securely establish critical connections in the cloud. Our solutions for cloud and hybrid networking, security and compliance, and unified communications provide the cost-effective performance and agility to serve customers anytime, anywhere, via any channel, or any device. We operate a nationwide network spanning 29,000+ fiber route miles, with 90 metro fiber rings and secure data centers that provide

ubiquitous data and voice IP coverage. To learn why thousands of specialty retailers, restaurants, franchisors, financial institutions, healthcare providers, professional service firms, local governments, residential consumers and other carriers choose to connect with us, visit us at www.earthlink.com, @earthlink, on LinkedIn and Google+.

Cautionary Information Regarding Forward-Looking Statements

This press release includes “forward-looking” statements (rather than historical facts) that are subject to risks and uncertainties that could cause actual results 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. Our actual results could be materially different from and worse than our expectations. With respect to such forward-looking statements, we seek the protections afforded by the Private Securities Litigation Reform Act of 1995. These risks 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 AT&T, 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 stoppages experienced 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 management’s 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 Form 10-K for the year ended December 31, 2015.

#              #              #

EARTHLINK HOLDINGS CORP.

Unaudited Condensed Consolidated Statements Of Operations

(in thousands, except per share data)

	Three Months Ended
	March 31,
	2015			2016
Revenues	$	282,447		$	254,262
Operating costs and expenses:
Cost of revenues (exclusive of depreciation and amortization shown separately below)	129,462			115,206
Selling, general and administrative (exclusive of depreciation and amortization shown separately below)	95,258			81,412
Depreciation and amortization	47,264			40,199
Restructuring, acquisition and integration-related costs (1)	5,372			3,013
Total operating costs and expenses	277,356			239,830
Income from operations	5,091			14,432
Gain on sale of business (2)	—			5,727
Interest expense and other, net	(13,937		)	(11,109		)
Loss on extinguishment of debt (3)	(1,286		)	(232		)
Income (loss) before income taxes	(10,132		)	8,818
Income tax provision	(351		)	(951		)
Net income (loss)	$	(10,483	)	$	7,867
Net income (loss) per share
Basic	$	(0.10	)	$	0.08
Diluted	$	(0.10	)	$	0.07
Weighted average common shares outstanding
Basic	102,611			104,433
Diluted	102,611			107,700
Dividends declared per share	$	0.05		$	0.05

EARTHLINK HOLDINGS CORP.

Unaudited Condensed Consolidated Balance Sheets

(in thousands, except per share data)

	December 31, 2015			March 31, 2016
ASSETS
Current assets:
Cash and cash equivalents	$	91,296		$	60,713
Accounts receivable, net of allowance of $3,537 and $2,984 as of December 31, 2015 and March 31, 2016, respectively	74,724			77,249
Prepaid expenses	14,187			13,884
Other current assets	9,724			8,898
Total current assets	189,931			160,744
Property and equipment, net	372,504			348,171
Goodwill	137,751			135,489
Other intangible assets, net	25,325			9,867
Other long-term assets	9,141			8,559
Total assets	$	734,652		$	662,830
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	18,442		$	11,739
Accrued payroll and related expenses	50,532			14,681
Other accrued liabilities	64,305			71,393
Deferred revenue	40,229			37,904
Current portion of long-term debt and capital lease obligations	6,787			1,864
Total current liabilities	180,295			137,581
Long-term debt and capital lease obligations	505,613			469,003
Long-term deferred income taxes, net	3,876			4,202
Other long-term liabilities	22,022			26,427
Total liabilities	711,806			637,213
Stockholders’ equity:
Preferred stock, $0.01 par value, 100,000 shares authorized, 0 shares issued and outstanding as of December 31, 2015 and March 31, 2016	—			—
Common stock, $0.01 par value, 300,000 shares authorized, 200,207 and 201,397 shares issued as of December 31, 2015 and March 31, 2016, respectively, and 103,880 and 105,070 shares outstanding as of December 31, 2015 and March 31, 2016, respectively	2,002			2,014
Additional paid-in capital	2,026,638			2,021,530
Accumulated deficit	(1,260,937		)	(1,253,070		)
Treasury stock, at cost, 96,327 shares as of December 31, 2015 and March 31, 2016	(744,857		)	(744,857		)
Total stockholders’ equity	22,846			25,617
Total liabilities and stockholders’ equity	$	734,652		$	662,830

EARTHLINK HOLDINGS CORP.

Reconciliation of Net Income (Loss) to Adjusted EBITDA (4)

(in thousands)

	Three Months Ended
	March 31,			December 31,			March 31,
	2015			2015			2016
Net income (loss)	$	(10,483	)	$	(12,282	)	$	7,867
Interest expense and other, net	13,937			11,192			11,109
Income tax provision (benefit)	351			(91		)	951
Depreciation and amortization	47,264			46,826			40,199
Stock-based compensation expense	3,415			3,730			4,086
Restructuring, acquisition and integration-related costs (1)	5,372			4,484			3,013
Gain on sale of business (2)	—			—			(5,727		)
Loss on extinguishment of debt (3)	1,286			—			232
Adjusted EBITDA (4)	$	61,142		$	53,859		$	61,730

Reconciliation of Net Income (Loss) to Unlevered Free Cash Flow (4)

(in thousands)

	Three Months Ended
	March 31,			December 31,			March 31,
	2015			2015			2016
Net income (loss)	$	(10,483	)	$	(12,282	)	$	7,867
Interest expense and other, net	13,937			11,192			11,109
Income tax provision (benefit)	351			(91		)	951
Depreciation and amortization	47,264			46,826			40,199
Stock-based compensation expense	3,415			3,730			4,086
Restructuring, acquisition and integration-related costs (1)	5,372			4,484			3,013
Gain on sale of business (2)	—			—			(5,727		)
Loss on extinguishment of debt (3)	1,286			—			232
Purchases of property and equipment	(17,529		)	(27,055		)	(18,573		)
Unlevered Free Cash Flow (4)	$	43,613		$	26,804		$	43,157

Reconciliation of Net Cash Provided by Operating Activities to Unlevered Free Cash Flow (4)

(in thousands)

	Three Months Ended
	March 31,			December 31,			March 31,
	2015			2015			2016
Net cash provided by operating activities	$	18,865		$	41,359		$	10,630
Income tax provision (benefit)	351			(91		)	951
Non-cash income taxes	(185		)	(145		)	(298		)
Interest expense and other, net	13,937			11,192			11,109
Amortization of debt discount and debt issuance costs	(1,029		)	(831		)	(859		)
Restructuring, acquisition and integration-related costs (1)	5,372			4,484			3,013
Changes in operating assets and liabilities	23,741			(2,324		)	36,589
Purchases of property and equipment	(17,529		)	(27,055		)	(18,573		)
Other, net	90			215			595
Unlevered Free Cash Flow (4)	$	43,613		$	26,804		$	43,157
Net cash (used in) provided by investing activities	$	(17,529	)	$	(27,055	)	$	7,427
Net cash used in financing activities	$	(27,416	)	$	(10,631	)	$	(48,640	)

EARTHLINK HOLDINGS CORP.

Supplemental Schedules of Segment Information (5)

(in thousands)

The following table presents segment results for the three months ended March 31, 2015 and 2016:

	Three Months Ended
	March 31,
	2015		2016
Enterprise/Mid-Market
Revenues	$	114,391	$	104,689
Cost of revenues (excluding depreciation and amortization)	56,272		51,571
Gross margin	58,119		53,118
Small Business
Revenues	79,054		62,133
Cost of revenues (excluding depreciation and amortization)	37,597		29,734
Gross margin	41,457		32,399
Carrier/Transport
Revenues	32,872		36,069
Cost of revenues (excluding depreciation and amortization)	15,593		15,464
Gross margin	17,279		20,605
Consumer
Revenues	56,130		51,371
Cost of revenues (excluding depreciation and amortization)	20,000		18,437
Gross margin	36,130		32,934
Total Segments
Revenues	282,447		254,262
Cost of revenues (excluding depreciation and amortization)	129,462		115,206
Gross margin	$	152,985	$	139,056

The following table presents a reconciliation of segment gross margin to consolidated income (loss) before income taxes for the three months ended March 31, 2015 and 2016:

	Three Months Ended
	March 31,
	2015			2016
Gross margin	$	152,985		$	139,056
Operating costs and expenses:
Selling, general and administrative expenses	95,258			81,412
Depreciation and amortization	47,264			40,199
Restructuring, acquisition and integration-related costs	5,372			3,013
Total operating costs and expenses	147,894			124,624
Gain on sale of business	—			5,727
Interest expense and other, net	(13,937		)	(11,109		)
Loss on extinguishment of debt	(1,286		)	(232		)
Income (loss) before income taxes	$	(10,132	)	$	8,818

EARTHLINK HOLDINGS CORP.

Supplemental Schedule of Revenue Detail

(in thousands)

	Three Months Ended
	March 31,
	2015		2016
	(in thousands)
Monthly recurring revenues	$	247,975	$	223,402
Usage revenues	27,678		22,458
Equipment revenues	3,724		4,107
Non-recurring and other revenues	3,070		4,295
Total revenues	$	282,447	$	254,262

EARTHLINK HOLDINGS CORP.

Supplemental Financial Data

	March 31,	December 31,	March 31,
	2015	2015	2016
Number of employees at end of period (6)	2,402	2,138	1,895

EARTHLINK HOLDINGS CORP.

Consumer Operating Metrics

	Three Months Ended
	March 31,			December 31,			March 31,
	2015			2015			2016
Average narrowband subscribers (7)	475,000			454,000			441,000
Average broadband subscribers (7)	331,000			286,000			275,000
Average consumer subscribers (7)	806,000			740,000			716,000
ARPU (8)	$	23.20		$	24.01		$	23.91
Churn rate (9)	2.1		%	1.8		%	1.8		%

EARTHLINK HOLDINGS CORP.

Footnotes to Consolidated Financial Highlights

1.Restructuring, acquisition and integration-related costs consisted of the following for the periods presented (in thousands):

	Three Months Ended March 31,
	2015		2016
Integration-related costs	$	1,317	$	1,779
Severance, retention and other employee costs	2,901		891
Facility-related costs	1,154		343
Restructuring, acquisition and integration-related costs	$	5,372	$	3,013

Restructuring, acquisition and integration-related costs consist of costs related to the Company’s restructuring, acquisition and integration-related activities. Such costs include: 1) integration-related costs, such as system conversions, rebranding costs and integration-related consulting and employee costs; 2) severance, retention and other employee termination costs associated with acquisition and integration activities and with certain voluntary employee separations; and 3) facility-related costs, such as lease termination and asset impairments.

2.On February 1, 2016, the Company sold certain assets related to its IT services product offerings. The primary purpose of the sale was to simplify operations and provide more flexibility to invest in new capabilities and services to drive growth in the Company’s core business. The purchase price in the transaction was $29.0 million, subject to post-closing contingencies that could increase or decrease the purchase price by $5.0 million. The Company received $26.0 million of cash upon completion of the sale. The other $3.0 million of consideration was deposited into an escrow account to fund potential indemnification obligations. The Company recognized a pretax gain of $5.7 million and recorded a $2.0 million deferred gain for contingent consideration. The carrying amount of the IT services assets was $17.5 million, which included $11.4 million of property and equipment, $2.3 million of goodwill, $3.5 million of other intangible assets and $0.3 million of other assets and liabilities. Total revenue of the Company’s IT services business was approximately $11.8 million and $3.4 million, respectively, during the three months ended March 31, 2015 and 2016. Total revenue of the Company’s IT services business included in its Enterprise/Mid-Market segment was $7.9 million and $2.3 million during the during the three months ended March 31, 2015 and 2016, respectively, and total revenue of the Company’s IT services business included in its Small Business segment was $3.9 million and $1.1 million during the during the three months ended March 31, 2015 and 2016, respectively.

3.During the three months ended March 31, 2015 and 2016, the Company repurchased $21.1 million and $7.0 million, respectively, outstanding principal of its 8.875% Senior Notes due 2019 and recorded $1.3 million and $0.2 million, respectively, for losses on extinguishment of debt. The losses consisted of premiums paid on the Company’s debt repayments, the write-off of unamortized discount on debt and the write-off of unamortized debt issuance costs.

4.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 business and loss on extinguishment of debt. 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 business and loss on extinguishment of debt, less cash used for purchases of property and equipment.

Adjusted EBITDA and Unlevered Free Cash Flow are non-GAAP measures and are not determined in accordance with U.S. generally accepted accounting principles. These non-GAAP financial measures are commonly used in the industry and are presented because management believes they provide relevant and useful information to investors. Management uses these non-GAAP financial measures to evaluate the performance of its business and determine bonuses. Management believes that excluding the effects of certain non-cash and non-operating items enables investors to better understand and analyze the current period’s results and provides a better measure of comparability. There are limitations to using these non-GAAP financial measures. Adjusted EBITDA 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 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 U.S. GAAP.

5.The Company reports segment information along the same lines that its Chief Operating Decision Maker reviews its operating results in assessing performance and allocating resources. The Company’s Chief Operating Decision Maker is its Chief Executive Officer. The Company’s reportable segments are strategic business units that are aligned around distinct customer categories to optimize operations. The Company operates the following four reportable segments:

·Enterprise/Mid-Market. The Company’s Enterprise/Mid-Market segment provides a broad range of data, voice and managed network services to distributed multi-site business customers.

·Small Business. The Company’s Small Business segment provides a broad range of data, voice and managed network services to small, often single-site business customers.

·Carrier/Transport. The Company’s Carrier/Transport segment provides transmission capacity and other data, voice and managed network services to telecommunications carriers and large enterprises.

·Consumer. The Company’s Consumer segment provides nationwide Internet access and related value-added services to residential customers.

The Company evaluates performance of its segments based on segment gross margin. Segment gross margin includes revenues from external customers and related cost of revenues. Costs excluded from segment gross margin include selling, general and administrative expenses, depreciation and amortization, impairment of goodwill and intangible assets, restructuring, acquisition and integration-related costs, gain on sale of business, interest expense and other, net, and loss on extinguishment of debt, as they are not considered in the measurement of segment performance.

6.Represents full-time equivalents.

7.Consumer average subscribers for the three month periods is calculated by averaging the ending monthly subscribers or accounts for the four months preceding and including the end of the quarterly period.

8.Consumer ARPU represents the average monthly revenue per user (subscriber). ARPU is computed by dividing average monthly revenue for the period by the average number of subscribers for the period. Average monthly revenue used to calculate ARPU includes recurring service revenue as well as nonrecurring revenues associated with equipment and other one-time charges associated with initiating or discontinuing services.

9.Consumer churn rate is used to measure the rate at which subscribers discontinue service on a voluntary or involuntary basis.  Churn rate is computed by dividing the average monthly number of subscribers that discontinued service during the period by the average subscribers for the period.

EX-99.2

Exhibit 99.2

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Q1 2016 Earnings Highlights May 3, 2016

Participants Joe Eazor Chief Executive Officer and President Louis Alterman Executive Vice President and Chief Financial Officer Trey Huffman Senior Vice President and Treasurer

EarthLink’s Multi-year Journey to Leadership We are becoming stronger. We have stabilized the business, improved performance, and we are investing in and positioning for growth. Lead Grow Perform Stabilize Q1 Accomplishments Divested IT Services assets (“ITS”) Made further progress in go-to-market transformation Invested to develop key products Continued recent de-levering by reducing gross debt $42 million in Q1 2016

Business Unit Operations Update Operating Strategy Consumer Small Business Carrier / Transport Enterprise & Mid-Market Revenue continues to flatten Churn continues near record low Launched new HyperLink fiber access product Demand and sales strong again in Q1 with near-record quarter Investing in network to expand reach and capacity Developing new products to expand growth opportunity Q1 ‘16 Results Manage for cash, protect revenue. Refining base management to reduce churn, increase renewals Developing products to improve retention Go-to-market transformation is progressing, Partner channel is leading the way ITS sale helped focus product portfolio on/around the network Leverage Fiber Routes. Invest to Drive Growth. Invest in Service capabilities. Revamp Go-to-Market motion to Drive Growth.

Product Strategy Summary Portfolio Strategy Next Gen WAN UCaaS Value Added Services Product Examples Conferencing (audio/video) Collaboration services Hosted Contact Center Hosted Voice SIP Messaging Professional Services Security WiFi Cloud Connect Application Performance Optimization Network management Already a leader in Retail Improving solutions and bundles Expanding footprint Success with Hosted Voice and Hosted Contact Center Strong growth potential Enhance value of network + SD-WAN Hybrid WAN IPSec VPN MPLS

Q1 2016 Business Unit Revenue & Gross Margin Enterprise & Mid-Market Pricing actions provided ~$3M in revenue in Q1 $2.2M in favorable settlements and one-time items ITS sale in February removed ~$2M in monthly revenue Small Business Pricing actions provided ~$2M in revenue in Q1 $0.3M in favorable settlements and one-time items ITS sale in February removed ~$1M in monthly revenue Focus on reducing churn with better account management, new products Carrier/Transport Continued strong demand in Q1 $0.6M in favorable settlements and one-time items Consumer Q1 churn near all-time low and 10 bps lower than 2015 average churn NOTES: For Q1, Q2, Q3, Q4 ’15, and Q1 ‘16, Enterprise & Mid-Market Revenue includes settlements and one-time items of $1.1M, $0.5M, $0.6M, $0.2M and $2.2M. For Q1, Q2, Q3, Q4 ’15, and Q1 ‘16, Small Business revenue includes settlements of $1.7M, $0.3M, $0.4M, $0.5M and $0.3M. For Q1, Q2, Q3, Q4 ’15, and Q1 ‘16, Carrier/Transport Revenue includes settlements and adjustments of $(0.8)M, $0.2M, $0.3M, $0.2M, and $0.6M. Consumer Revenue includes revenue adjustments of $0.6M in Q2 ’15 and $0.1M in Q3 ‘15M. For Q1, Q2, Q3, Q4 ’15, and Q1 ‘16, Cost of Revenue for the business segments includes adjustments and settlements of $3.6M, $3.1M, $4.1M, $2.2M and $3.9M. Consumer Cost of Revenue includes unfavorable adjustments of $0.5M in Q2 ’15 and $0.2M in Q3 ‘15. Q1 2015 Q2 2015 Q3 2015 Q4 2015 Q1 2016 Revenue Enterprise & Mid-Market $114.4 $114.4 $110.1 $106.2 $104.7 Small Business 79.1 79.0 72.9 66.5 62.1 Carrier/Transport 32.9 34.1 34.2 34.3 36.1 Consumer 56.1 56.1 53.8 53.3 51.4 Total Revenues $282.4 $283.7 $270.9 $260.2 $254.3 Gross Margin Enterprise & Mid-Market $58.1 $58.2 $55.5 $51.8 $53.1 Small Business 41.5 43.9 38.8 33.6 32.4 Carrier/Transport 17.3 18.7 19.4 18.4 20.6 Consumer 36.1 35.9 34.9 34.6 32.9 Total Gross Margin $153.0 $156.6 $148.5 $138.5 $139.1 Gross Margin (%) Enterprise & Mid-Market 50.8% 50.8% 50.4% 48.8% 50.7% Small Business 52.5% 55.6% 53.2% 50.6% 52.2% Carrier/Transport 52.6% 54.8% 56.7% 53.9% 57.1% Consumer 64.4% 63.9% 64.8% 65.1% 64.0% Total Gross Margin (%) 54.2% 55.2% 54.8% 53.3% 54.7% Business Unit

Q1 2016 Operating & Financial Results Adjusted EBITDA, Adjusted EBITDA Margin and Unlevered Free Cash Flow are Non-GAAP measures. See appendix for additional information on non-GAAP measures. Fully Diluted Weighted Average Shares Overall revenue down $6M QoQ, due to ITS sale and expected churn, offset by settlements and pricing actions Gross margin higher due to settlements, pricing actions, network grooming SG&A Expenses 15% lower than Q1 ’15, partially due to ITS sale Highest level of EBITDA margin in more than four years Net Income includes benefit of gain on ITS Sale ($5.7M), strong Adj. EBITDA We produced $43M in Unlevered Free Cash Flow in the quarter $ Millions Q1 '15 Q4 '15 Q1 '16 Var to Q4 '15 Var to Q1 '15 Revenue 282.4 $ 260.2 $ 254.3 $ (5.9) $ (28.1) $ Cost of Revenue 129.5 121.7 115.2 (6.5) (14.3) Gross Margin 153.0 $ 138.5 $ 139.1 $ 0.6 $ (13.9) $ Gross Margin % 54.2% 53.2% 54.7% 1.5% 0.5% Selling, G&A Expenses 95.3 88.4 81.4 (7.0) (13.9) Adjusted EBITDA (1) 61.1 $ 53.9 $ 61.7 $ 7.8 $ 0.6 $ Adjusted EBITDA Margin % (1) 21.6% 20.7% 24.3% 3.6% 2.7% Net Income/(Loss) (10.5) $ (12.3) $ 7.9 $ 20.1 $ 18.3 $ Shares Outstanding (2) 103 104 108 4 5 Earnings Per Share (0.10) $ (0.12) $ 0.07 $ 0.19 $ 0.17 $ Capital Expenditures 17.5 27.1 18.6 (8.5) 1.1 Unlevered Free Cash Flow (1) 43.6 26.8 43.2 16.4 (0.5)

Q1 2016 Balance Sheet and Cash Flow We repaid $42M of debt in Q1 ’16 Reduced net debt by $12M Repaid outstanding revolver balance of $35M Purchased $7M of our 8 7/8% Sr. Notes at 100.4 Since the end of 2014, we have materially strengthened the balance sheet Gross debt $133M lower than Q4 ‘14 Net debt $60M lower than Q4 ’14 Annual Debt Service down $12M (24%) Total debt/Adj. EBITDA ratio below 2.0x As of December 31, 2015, $35 million outstanding Credit Facility debt was recorded on balance sheet as $5 million in short-term debt and $30 million in long-term debt. Credit Facility balance was fully repaid by March 31, 2015. Excludes capital leases. Adjusted EBITDA is a Non-GAAP measure. See appendix for additional information on non-GAAP measures. Historically, changes to Net Working Capital have been seasonally negative in Q1. Balance Sheet Highlights (figures in millions) Q1 '15 Q4 '15 Q1 '16 EarthLink Cash 108 $ 91 $ 61 $ 8 7/8% Senior Notes due 2019 279 174 167 (Callable at 104.4. Next call in May at 102.2) 7 3/8% Senior Secured Notes due 2020 300 300 300 (First call in June at 105.5) $135 M Credit Facility - (L + 325-350) (1) - 35 - Total Debt (2) 579 509 467 Net Debt 471 $ 418 $ 406 $ TTM Adjusted EBITDA (3) 224 $ 242 $ 241 $ Total Debt/Adj. EBITDA (3) 2.6x 2.1x 1.9x Net Debt/Adj. EBITDA (3) 2.1x 1.7x 1.7x Annual Run Rate Debt Service 47 $ 39 $ 37 $ TTM Adjusted EBITDA (3) /Annual Debt Svc. 4.8x 6.2x 6.5x Cash Flow Summary (figures in millions) Q1 '16 Beginning Cash & Cash Equivalents 91 $ Adjusted EBITDA (3) 62 Capital Expenditures (19) Integration & Restructuring (6) Proceeds from asset sale 26 Debt Repurchase & Credit Facility Repayment (43) Dividends (7) Other/Changes in Net Working Capital (4) (44) Ending Cash & Cash Equivalents 61 $

Original guidance as of February 2016 Revised guidance as of May 2016 $ Millions Low High Low High Revenue $950 $975 $950 $975 Q1 Adjusted EBITDA includes $7.0M in settlements and one-time items ($3.1M revenue and $3.9M cost of revenue). Maintaining full year guidance for revenue and Adj. EBITDA. Adjusted EBITDA(1) $205 $220 $205 $220 Capital Expenditures $85 $105 $85 $105 Q1 Capex seasonally low. Full year 2016 capex will depend on bookings. Net Income/(Loss) $(7) $1 $(1) $5 Increasing Net Income guidance to include gain on ITS sale. 2016 Full Year Guidance Adjusted EBITDA is a Non-GAAP measure. See appendix for additional information on non-GAAP measures

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EarthLink Customers Enterprise & Mid-Market Retailers Restaurants Financial institutions Healthcare providers Professional service firms Federal and local governments We are experts in managing networks for the retail and service industries.

EarthLink Non-GAAP Measures 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 business and loss on extinguishment of debt. 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 business and loss on extinguishment of debt, less cash used for purchases of property and equipment. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by total revenue. Adjusted EBITDA, Unlevered Free Cash Flow and Adjusted EBITDA Margin are non-GAAP measures and are not determined in accordance with U.S. generally accepted accounting principles. These non-GAAP financial measures are commonly used in the industry and are presented because management believes they provide relevant and useful information to investors. Management uses these non-GAAP financial measures to evaluate the performance of its business and determine bonuses. Management believes that excluding the effects of certain non-cash and non-operating items enables investors to better understand and analyze the current period’s results and provides a better measure of comparability. There are limitations to using these non-GAAP financial measures. Adjusted EBITDA, Unlevered Free Cash Flow and Adjusted EBITDA Margin are not indicative of cash provided or used by operating activities and may differ from comparable information provided by other companies. Adjusted EBITDA, Unlevered Free Cash Flow and Adjusted EBITDA Margin should not be considered in isolation, as an alternative to, or more meaningful than measures of financial performance determined in accordance with U.S. GAAP. Non GAAP Information

2016 Guidance Non GAAP Reconciliation Year Ending December 31, 2016 Net Income ($1) - $5 Interest expense and other, net 44 - 46 Income tax expense/(benefit) (0) - 1 Depreciation and amortization 138 - 140 Stock-based compensation expense 16 - 17 (Gain on sale)/Loss on extinguishment of debt (6) Restructuring, acquisition and integration-related costs 14 - 17 Adjusted EBITDA $205 - $220 EarthLink Holdings Corp. Reconciliation of Adjusted EBITDA to Net Income/(Loss) (in millions)

Historical Non GAAP Reconciliations March 31, December 31, March 31, 2015 2015 2016 Net income (loss) (10,483) $ (12,282) $ 7,867 $ Interest expense and other, net 13,937 11,192 11,109 Income tax provision (benefit) 351 (91) 951 Depreciation and amortization 47,264 46,826 40,199 Stock-based compensation expense 3,415 3,730 4,086 Restructuring, acquisition and integration-related costs 5,372 4,484 3,013 Gain on sale of business - - (5,727) Loss on extinguishment of debt 1,286 - 232 Adjusted EBITDA 61,142 $ 53,859 $ 61,730 $ Total Revenue 282,447 $ 260,237 $ 254,262 $ Adjusted EBITDA Margin 21.6% 20.7% 24.3% EARTHLINK HOLDINGS CORP. Reconciliation of Net income (Loss) to Adjusted EBITDA (in thousands) Three Months Ended

Additional Non GAAP Reconciliations March 31, December 31, March 31, 2015 2015 2016 Net income (loss) (10,483) $ (12,282) $ 7,867 $ Interest expense and other, net 13,937 11,192 11,109 Income tax provision (benefit) 351 (91) 951 Depreciation and amortization 47,264 46,826 40,199 Stock-based compensation expense 3,415 3,730 4,086 Restructuring, acquisition and integration-related costs 5,372 4,484 3,013 Gain on sale of business - - (5,727) Loss on extinguishment of debt 1,286 - 232 Purchases of property and equipment (17,529) (27,055) (18,573) Unlevered Free Cash Flow 43,613 $ 26,804 $ 43,157 $ March 31, December 31, March 31, 2015 2015 2016 Net cash provided by operating activities 18,865 $ 41,359 $ 10,630 $ Income tax provision (benefit) 351 (91) 951 Non-cash income taxes (185) (145) (298) Interest expense and other, net 13,937 11,192 11,109 Amortization of debt discount and issuance costs (1,029) (831) (859) Restructuring, acquisition and integration-related costs 5,372 4,484 3,013 Changes in operating assets and liabilities 23,741 (2,324) 36,589 Purchases of property and equipment (17,529) (27,055) (18,573) Other, net 90 215 595 Unlevered Free Cash Flow 43,613 $ 26,804 $ 43,157 $ Net cash (used in) provided by investing activities (17,529) (27,055) 7,427 Net cash used in financing activities (27,416) (10,631) (48,640) EARTHLINK HOLDINGS CORP. Reconciliation of Net Income (Loss) to Unlevered Free Cash Flow (in thousands) Three Months Ended Three Months Ended EARTHLINK HOLDINGS CORP Reconciliation of Net Cash Provided by Operating Activities to Unlevered Free Cash Flow (in thousands)

Cautionary Information Regarding Forward Looking Statements This presentation includes “forward-looking” statements (rather than historical facts) that are subject to risks and uncertainties that could cause actual results 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. Our actual results could be materially different from and worse than our expectations. With respect to such forward-looking statements, we seek the protections afforded by the Private Securities Litigation Reform Act of 1995. These risks 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 AT&T, 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 stoppages experienced 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 management’s 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 Form 10-K.

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