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PREM14A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
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(1) Adjusted OIBDA means Operating Income before depreciation of tangible assets and amortization of intangible assets (OIBDA) excluding the impact, if any, of noncash impairments of goodwill, intangible and fixed assets; gains and losses on asset sales; and mergers-related and restructuring costs.

In addition, the extrapolated standalone unlevered after-tax free cash flows for fiscal years 2015 through 2024 (i) utilized by the TWC financial advisors were as follows (in millions): 2015E: $2,060; 2016E: $2,701; 2017E: $3,058; 2018E: $3,385; 2019E: $3,537; 2020E: $3,696; 2021E: $3,862; 2022E: $3,949; 2023E: $4,038; and 2024E: $4,129; and (ii) utilized by Centerview were as follows (in millions): 2015E (excluding Q1): $1,624; 2016E: $2,626; 2017E: $2,983; 2018E: $3,310; 2019E: $3,537; 2020E: $3,696; 2021E: $3,863; 2022E: $3,950; 2023E: $4,038; and 2024E: $4,129.

Adjusted OIBDA and unlevered free cash flow, as referenced above, may be considered non-GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used in the TWC Forecasts may not be comparable to similarly titled amounts used by other companies or persons.

The inclusion of information about the TWC Forecasts in this joint proxy statement/prospectus should not be regarded as an indication that any of TWC, Charter or any other recipient of this information considered, or now considers, it to be necessarily predictive of actual future results or material information, and, in fact, both Charter and TWC view the prospective financial information as non-material because of the inherent risks and uncertainties associated with such forecasts. The information about the TWC Forecasts included in this joint proxy statement/prospectus is presented solely to give TWC stockholders access to the information that was made available to TWC, Charter or their respective financial advisors.

The TWC Forecasts are each subjective in many respects and thus subject to interpretation. While presented with numeric specificity, the TWC Forecasts reflect numerous estimates and assumptions with respect to industry performance and competition, general business, economic, market and financial conditions and matters specific to TWC’s business, including the factors listed under “Risk Factors” of this joint proxy statement/prospectus, all of which are difficult to predict and many of which are beyond TWC’s control. In particular, the publicly available research analysts’ estimates reflected in the TWC Forecasts were not internally prepared or adopted by TWC management. The information was prepared by independent analysts not affiliated with TWC, for purposes unrelated to the management of TWC’s business or the mergers. Many of the assumptions reflected in the TWC Forecasts are subject to change and the TWC Forecasts do not reflect revised prospects for TWC’s business, changes in general business or economic conditions or any other transaction or event that has occurred or that may occur and that was not anticipated at the time such financial information was prepared. TWC has not updated, nor does TWC intend to update or otherwise revise, the TWC Forecasts. There can be no assurance that the results reflected in any of the TWC Forecasts will be realized or that actual results will not materially vary from the TWC Forecasts. In addition, the TWC Forecasts cover multiple years and such information by its nature becomes less predictive with each successive year. Therefore, the inclusion of the TWC Forecasts in this joint proxy statement/prospectus should not be relied on as necessarily predictive of actual future events nor construed as financial guidance.

TWC stockholders are urged to review TWC’s most recent SEC filings for a description of risk factors with respect to TWC’s business. You should read “Cautionary Statement Regarding Forward-Looking Statements” for additional information regarding the risks inherent in forward-looking information such as the financial projections.

The TWC Forecasts were not prepared with a view toward complying with GAAP (including because certain metrics are non-GAAP measures as discussed above, and the TWC Forecasts do not include footnote disclosures as may be required by GAAP), the published guidelines of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither TWC’s independent registered public accounting firm, nor any

 

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