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425
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 425 on 02/05/2016
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FEBRUARY 04, 2016 / 03:00PM GMT, CHTR - Q4 2015 Charter Communications Inc Earnings Call








in-sourced employee base. Excluding transition-related expenses, fourth quarter adjusted EBITDA grew by 8.4% year over year, which exceeds our revenue growth. Keep in mind that fourth quarter 2014 also benefited from political advertising.

Moving to slide 13, fourth-quarter capital expenditures totaled $548 million, with $49 million related to M&A transaction spend from the activities Tom covered. Those platform investments began with the Comcast transactions, and have provided us a head start to provide a uniform product and service package to TWC and Bright House customers post-closing. Excluding all digital and transition CapEx in both periods, our fourth-quarter CapEx was up by just over $24 million, or 5%. That's driven primarily by investments in product development and timing.

For the full year 2015, and when excluding transition CapEx, our CapEx totaled $1.725 billion, as expected. In 2016, excluding the impact of transition CapEx and acquisitions, we expect CapEx as a percentage of revenue to continue to decline year over year, for Charter on a standalone basis. Fourth-quarter free cash flow totaled $80 million, just below last year's level. And the modest decline was driven by the impact of transition OpEx, CapEx, and the largest and most obvious one being the interest related to our acquisition financing.

For the full year, our reported free cash flow grew to approximately $550 million, up from $170 million last year, with adjusted EBITDA up, CapEx down, a positive working capital contribution, offset by transaction and transition costs. And as Tom mentioned, excluding the impact of our transactions, specifically, for the full year, $72 million of operating expense, $115 million of CapEx, $260 million of cash interest, and $70 million of transaction cost and other expenses, our 2015 full-year free cash flow, adjusted for the transaction spend, was over $1 billion, and over $9 per share.

At December 31, our leverage ratio was 4.1 times, on an LTM basis. So we've reached the low end of our target leverage range of 4 to 4.5 times. In November, we issued $2.5 billion of high yield notes, to help finance our proposed transaction with TWC. And that placement, combined with the $19.3 billion of financings that we completed in July and August, totals the $21.8 billion of debt that we have in escrow, on the balance sheet, to finance our transactions.

So we fully placed all the financing for our transactions in the debt markets, assuming that TWC shareholders would elect the $100 cash option. At close, we still expect to be levered about 4.5 times or lower. And that 4.5 times leverage is based on the new Charter's 2015 estimated adjusted EBITDA, and also includes $500 million of year one synergies. Similar to Charter today, new Charter will be in a position to mechanically de-lever through adjusted EBITDA and cash flow growth. Our target leverage for new Charter will remain 4 to 4.5 times, but we will look to manage our leverage to the lower end of that range, and we're committed to maintaining an investment grade index rating at the secured level, with first lien leverage under 3.5 times.

To the extent that the $115 cash election were chosen by TWC shareholders, we also have a $4.3 billion high yield bridge in place to cover our needs. We should mention, this morning, we launched a $1.5 billion 144-A offering, the proceeds of which we intend to retain until the TWC shareholder election and closing. Turning to our tax assets on slide 15, at the end of the year, we had $8 billion of tax basis in our assets, and $11.3 billion in NOLs, for a total of $19.3 billion in tax assets, about $700 million more than we had at the end of 2014.

The year-over-year increase in the total tax assets was primarily driven by our previously disclosed partnership liquidation that we executed in the third quarter. Some of our tax base has also moved over to the NOL bucket in the course of 2015, given regular depreciation and amortization, utilization of bonus depreciation, and accelerated tax benefits related to new tangible property regulations. Net present value of those tax assets are worth well over $3 billion today, and the combined tax assets at new Charter will be worth well over $6 billion in NPV, for the reasons we've highlighted previously. We don't expect new Charter to be a significant cash taxpayer until 2018. And even then, at a significantly reduced cash tax rate for several years.

Operator, we're ready for questions now.

QUESTION AND ANSWER


Operator

(Operator instructions)

Your first question comes from the line of John Hodulik with UBS.


Tom Rutledge - Charter Communications Inc - President and CEO

John, are you there?


Stefan Anninger - Charter Communications Inc - VP of IR

Operator, why don't we move on to the next one, and if John comes back on, we'll take him in a following question.


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