Luke T. Szymczak - Vice President-Investor Relations Mary Agnes Wilderotter - Chairman & Chief Executive Officer Daniel J. McCarthy - President & Chief Operating Officer John M. Jureller - Chief Financial Officer & Executive Vice President.

Batya Levi - UBS Securities LLC David W. Barden - Bank of America Merrill Lynch Philip A. Cusick - JPMorgan Securities LLC Alex Sklar - Raymond James & Associates, Inc. Brett Joseph Feldman - Goldman Sachs & Co. David Scott Goldman - Jefferies LLC Simon Flannery - Morgan Stanley & Co. LLC.

Good day, everyone, and welcome to the Frontier Communications Fourth Quarter 2014 Earnings Report Conference Call. This call is being recorded. At this time, I would like to turn the conference over to Mr. Luke Szymczak. Please go ahead, sir..

Thank you. Welcome to the Frontier Communications fourth quarter earnings call. My name is Luke Szymczak, Vice President of Investor Relations. With me today are Maggie Wilderotter, Chairman and Chief Executive Officer; Dan McCarthy, President and Chief Operating Officer; and John Jureller, Executive Vice President and Chief Financial Officer.

Press release, earnings presentation, and supplemental financials are available in the Investor Relations section of our website, frontier.com. During this call, we will be making certain forward-looking statements. Please review the Safe Harbor language found in our press release and SEC filings.

On this call, we will also be discussing GAAP and non-GAAP financial measures, as defined under SEC rules. Reconciliation between GAAP and non-GAAP is provided in our earnings release. Please refer to this material during our discussion. I'll now turn the call over to Maggie..

Thanks, Luke, and good afternoon, everyone. Thank you for joining Frontier's fourth quarter 2014 earnings call. We are very pleased to report another solid quarter as well as a year of significant achievements, resulting in a total shareholder return for 2014 of more than 50%. Let's begin on slide 5.

Over the last two years, we have demonstrated our consistent ability to drive broadband growth with eight consecutive quarters of strong results. In 2014, we delivered net broadband additions of 109,000, bringing our total net additions to nearly 221,000 since the beginning of 2013.

This is in addition to 399,000 new broadband customers that came to Frontier as part of the Connecticut acquisition in Q4. Once again, this broadband growth progress was broad based across our entire footprint as we improved our market share in approximately 80% of our markets.

We have developed marketing plans and programs in order to continue this momentum in 2015. In total, as of the end of 2014, Frontier served nearly 2.4 million residential and business broadband customers.

This improvement in unit trends have helped drive an improved revenue mix, with increasing data revenue helping to offset our voice revenue declines as a percent of total revenue. Data, video and other non-voice revenue like Frontier Secure and CPE sales accounted for more than 60% of revenue in the fourth quarter.

With the addition of Connecticut, we are well positioned for further product and revenue mix improvements in 2015. And of course, the addition of California, Florida and Texas in 2016 will materially increase our presence in the growing data segments.

Another important highlight of the quarter was the completion of the Connecticut integration after our flash-cut conversion in October 2014.

As we said in November, we exceeded our initial day one synergies target by a factor of two, and today, we are reporting that we have achieved $165 million in total annualized synergies, which represents more than 80% of the three-year target we had set at the announcement. Dan will discuss this further in a few minutes.

In the quarter, we continued to improve our revenue trajectory and moved closer to our objective of stability, which we believe will ultimately lead to growth. We anticipate making further progress on improving the revenue trajectory in 2015 as well. We also remain extremely focused on maintaining strong free cash flow generation.

This cash flow provides for support of one of the most attractive dividend payout ratios in our sector. Earlier today, the board followed up on its announcement in December by formally approving an increase in the first quarter dividend to $0.105 per share to be paid on March 31.

We will have significant opportunities to further drive incremental free cash flow in the coming year as we benefit from the increased scale we have attained as a result of integrating Connecticut into our operations.

Also, we are looking forward to the implementation of the FCC's Connect America Fund Phase II to expand and enhance our broadband offerings in additional rural, high cost areas. This opportunity will enable us to serve more customers and enhance current broadband speed offerings, which will both drive additional revenue and free cash flow.

And of course, we look forward to the very substantial benefits of our acquisition plans in California, Florida, and Texas, which we expect to close in the first half of 2016. Before I hand the call over to Dan McCarthy to go into the details of the fourth quarter, let me provide an update on America's Best Communities prize campaign or ABC.

We started this price campaign along with our partners, DISH Network and CoBank in order to drive economic development, revitalization, and sustainable growth in small towns and rural communities across our 27 states.

ABC dedicates over $10 million in cash and other rewards to support and inspire innovation and investment to transform small towns and these rural communities. And we believe this will attract additional investment from other national and local businesses as well.

To date, we have 135 teams representing 245 communities already registered for the contest, and we have more teams registering every week. The ABC website has received more than 30,000 visits, while final applications are due on March 25.

This is a great example of how we can take our local engagement model to the next level, and illustrates Frontier's continued commitment to small towns, as the $10 million prize money will enable these small towns to adopt advanced technology in order to become more competitive, provide for more jobs, and improve the quality of life in these communities.

In Q4, we also announced that country music legend Vince Gill will be our spokesperson for the contest through its completion. Vince grew up in a small town and is very excited to be part of the ABC contest. We expect to announce the 50 ABC quarter finalists by the end of Q2.

So in summary, Frontier is focused on driving performance and capitalizing on a broad range of opportunities. Our priorities are revenue growth, leading with broadband and operating the business in an efficient and effective manner, which benefits both our customers and our shareholders.

We are doing this by organic growth in our existing footprint, engaging in opportunistic M&A, and improving products, services and local engagement. We expect that this concerted effort will continue to deliver increasing shareholder value into the future just as it has done over the past several years.

So, I will now hand the call over to Frontier's President and COO, Dan McCarthy..

Thank you, Maggie. Please turn to slide 6. As Maggie referenced, the most significant highlight of the fourth quarter was the completion of the initial phases of the Connecticut integration. We have now successfully completed three full months of billing cycles in Connecticut and are comfortable that we have settled into a normal operating rhythm.

In the process of integrating Connecticut, we have achieved annualized synergies of $165 million through the end of fourth quarter and we have a clear path to achieve our $200 million target. While devoting extra focus to Connecticut in the quarter, we achieved broadband net adds of nearly 22,000, our eighth consecutive quarter of strong growth.

Based on this and other successes, we exceeded the high end of our guidance range for free cash flow. We delivered annual free cash flow of $793 million for the trailing four quarters, meaningfully above the $755 million to $780 million that we had projected. John will discuss our outlook for 2015 free cash flow in his presentation.

Please turn to slide 7, where I'll discuss our performance against key strategic operating objectives. First and foremost is leading with broadband and as mentioned, we grew nearly 22,000 broadband net adds in the fourth quarter.

We have introduced gigabit broadband services in portions of Illinois, North Carolina and Oregon, with Indiana, South Carolina and Washington about to launch shortly. We are also progressing with our CAF I related broadband build with 24,700 households completed in the fourth quarter.

Among these, 9,500 represented entirely new broadband households and 15,200 represented upgrades in existing areas. We also have begun our initial planning for our CAF II implementation and await further details of the FCC's program.

In addition, we continue to make significant investments in our fiber backbone and transport systems, and we'll be expanding our national data backbones to 100 gigabit capacity, which facilitates the rollout of gigabit and high capacity Ethernet services and prepares us for further growth. Turning to revenue.

In the fourth quarter, we made solid progress towards our goal of improving Frontier's revenue trajectory and ultimately driving revenue growth. During the fourth quarter, 40% of broadband activations were above the basic speed tier, which illustrates a strong uptick from the third quarter level of 34%.

More than 80% of our legacy residential base, excluding Connecticut, still purchases broadband at the basic speed tier, which is 6 megabits in most areas. Factoring in Connecticut, this drops to about 75%.

But by either measure, we still have substantial room to increase the portion of our base taking higher speed tiers, which drives incremental revenue. Frontier Secure has continued its rapid year-to-year growth of about 90%.

We continue to see good attach rates and we are very enthusiastic about the opportunity to expand Frontier Secure services in Connecticut. During the fourth quarter, 42% of the broadband adds came through alternate channels, an increase from the third quarter level of 40%.

We have implemented our distribution channel strategy in Connecticut with good initial success. Alternate channels will remain an important focus area for Frontier and will help us diversify our sales risk. We also remain pleased with the commercial revenue trends within the business segment.

Most notably, we have seen three consecutive quarters of stability in the large enterprise portion of SME. And the SME segment overall was once again fairly stable sequentially, despite business segment contraction in the very small space and an intense competitive landscape. Our third key objective is keeping customers.

Both deactivations and the churn rate improved from the levels of prior years and for 2015 we have plans in place, which should yield further improvements in both share and customer retention.

Finally, with respect to our key objectives of business simplification and cost savings, we have a substantial opportunity ahead as we take advantage of the opportunities our larger scale provide following the integration of Connecticut.

You have seen how rapidly we were able to deliver on the day one Connecticut synergies by substituting our own cost structure versus the prior owner's allocated costs.

The next phase of synergies will be driven by our procurement teams, who have been working to take advantage of our increased volumes, and we expect to continue showing meaningful improvement in many areas. Let me close by saying that the entire team is fully energized to take on the opportunities that await us in 2015.

We are delighted with Connecticut employees who became part of the Frontier family, and we value the great working relationship we are developing with the CWA in Connecticut. Everyone in the company is excited by the news of our plans to acquire markets in California, Florida, and Texas.

This represents a phenomenal opportunity for our employees to take on new challenges and we are confident that this transaction will be very rewarding for our shareholders too. I will now hand the call over to our CFO, John Jureller..

Thank you, Dan. Frontier's earnings per share was $0.01 in the fourth quarter of 2014.

Adjusting for expenses related to the acquisition of the AT&T Connecticut properties, a gain recognized on the sale of wireless spectrum, and certain tax items, our non-GAAP adjusted net income was $0.04 per share in the fourth quarter of 2014 as compared to $0.05 per share in the third quarter of 2014 and $0.07 per share in the fourth quarter of 2013.

As Maggie mentioned earlier today, the board declared a dividend payment of $0.105 per share for the first quarter of 2015, representing an increase of 5%. Please turn to slide 8. Fourth quarter revenue was $1.33 billion, which includes $216 million of revenue from the inclusion of a partial quarter of Connecticut.

This represents a quarterly sequential decline of 2% if you exclude the Connecticut results. Total customer revenue of $1.2 billion includes $207 million of revenue from Connecticut. Excluding Connecticut, the decline was $21 million or 2% as compared to the third quarter.

Total residential customer revenue of $601 million included $116 million from Connecticut. Excluding Connecticut, this declined $13 million sequentially, primarily due to voice revenue declines, partially offset by an increase in data revenue in Frontier Secure. Business customer revenue of $601 million included $90 million from Connecticut.

Excluding Connecticut, the $8 million sequential decline was primarily a result of our expected step-down in wireless backhaul revenue. As Dan mentioned, we remain encouraged by the trends we are seeing in SME.

Customer data and Internet services revenue decreased slightly by $2 million versus the third quarter of 2014, excluding the Connecticut revenue. Looking forward, excluding the wireless backhaul headwinds, we expect Frontier's data services revenue to continue to grow and to increase as a percentage of overall mix.

Excluding Connecticut, total voice revenue was down sequentially, again reflecting the decline in voice customers. Regulatory revenue for the quarter was $129 million, and excluding Connecticut, this declined $5 million sequentially.

Despite the anticipated headwinds caused by wireless backhaul, regulatory step-downs, and the secular voice declines, we are pleased with our progress on improving growth in our data and other revenues to offset these headwinds and bring us closer to our goal of revenue stability.

Residential average revenue per customer or ARPC was $65.67 for the fourth quarter of 2014, an increase of 8.8% over the third quarter.

The addition of video customers in Frontier Secure in Connecticut, broadband customers up-tiering their speeds and our continuing trends in broadband market share growth, all should contribute to the ARPC trend in 2015.

Business ARPC was up over 4.5% sequentially from the third quarter, primarily due to the addition of medium and enterprise customers in Connecticut. The adjusted EBITDA margin in the fourth quarter was 42.7%, an increase over the 42.0% in the third quarter.

As Maggie and Dan mentioned, we have achieved annualized synergies of $165 million as of the end of the fourth quarter, and expect to exceed our $200 million estimate for synergies earlier than our original target of year three.

Our capital expenditures were $159 million in the fourth quarter and we spent an additional $33 million in CapEx related to the Connecticut integration activities. Further, our CAF funded expenditures in Q4 were $16 million. In 2014, we have spent a total of $56 million in CAF funding.

Since inception, we have expended $94 million of the $133 million CAF Phase I funds received, enabling or upgrading broadband service to 164,000 households. Please turn to slide 9. Frontier's cash flow remains very healthy. Our leverage free cash flow was $793 million for the full year 2014, ahead of our guidance range of $755 million to $780 million.

For the full year 2014, Frontier paid approximately $70 million in cash taxes. Our dividend payout ratio in 2014 was a strong and sustainable 51%. Please turn to slide 10. Our leverage ratio at the end of Q4 pro forma for Connecticut was 3.72 times, in line with our estimates when we first announced the transaction. Frontier's liquidity remains robust.

We ended the quarter with more than $1.4 billion in cash and credit availability. Note that our liquidity has consistently remained very strong.

In 2014, after $400 million of dividend payments, our free cash flow generation funded our operating and capital spend, covered approximately $216 million of acquisition and integration costs, and provided for a $140 million in net debt reduction, excluding funding for the Connecticut acquisition.

Also as of year-end, we satisfied all capital investment requirements imposed in connection with the 2010 Verizon acquisition and all funds have now been released back to us from the related escrow accounts.

Frontier's capital allocation framework remains unchanged, investing appropriately in our network infrastructure and operations, supporting our current dividend, and utilizing excess cash generated to reduce indebtedness and our leverage ratio over time.

We are comfortable with our leverage ratios and are committed to maintaining our liquidity along with a prudently managed balance sheet. Slide 11 updates our debt maturity profile inclusive of our recently completed debt offering for the Connecticut transaction.

We anticipate meetings scheduled 2015 and 2016 debt maturities with cash on hand and net free cash flow. Upon completion of the recently announced Connecticut transaction with Verizon, we believe our total net cash flow will be significantly enhanced. Please turn to slide 12. Our guidance for 2015 is outlined as follows.

Leveraged free cash flow, excluding integration, operating expense and capital expense, is estimated to be in a range of $785 million to $825 million. Capital expenditures, excluding those related to CAF spending are estimated to be $650 million to $700 million and cash taxes are estimated to be $175 million to $200 million.

Please note that our guidance excludes any OpEx and CapEx related to our Verizon integration activities, and excludes any incremental financing costs related to this transaction. We have previously estimated total integration cost for the Verizon transaction at approximately $450 million.

Of this, in 2015, we estimate $85 million to $135 million of operating expenses and approximately $100 million of capital expenditures. The remainder would be spent in 2016.

In summary, Frontier's Q4 2014 operating results, the full financial impact of the Connecticut transaction, our prudent capital investments and expense management all provide a strong cash flow base and a solid platform for supporting and investing in the business.

We have ample capital to invest in and enhance our competitive infrastructure, service our debt, and comfortably sustain our dividend. Please turn to slide 13.

Before we pass the call back for your questions, let me reiterate a few of the key points of our recently announced $10.54 billion transaction with Verizon for the acquisition of their wireline properties in California, Texas and Florida. This is a transformative opportunity, one that meaningfully enhances our long-term competitive position.

Further, it significantly enhances shareholder value. On a pro forma basis, we estimate that in the first full year, this will add approximately $5.4 billion of revenue and $2.3 billion of adjusted day one EBITDA. Total new Frontier revenue and EBITDA will be approximately $11.7 billion and $4.9 billion respectively.

We estimate that this transaction will be 35% accretive to our leveraged free cash flow per share and lower our dividend payout ratio by 13 percentage points in the first full year. We are comfortable with a pro forma leverage with our financing plans allowing us to maintain our corporate and unsecured debt ratings.

We currently estimate being in the public markets in the second half of 2015 with our capital raising plans that include approximately $3 billion of equity and $8 billion of debt. We will be opportunistic in completing our financing prior to the estimated first half 2016 completion of this transaction.

With that, let me pass the call back to the operator and open up the line for questions..

Thank you. We'll take our first question from Batya Levi from UBS. Please go ahead..

Thank you. A couple of questions, first on the results. When you look at the legacy business excluding Connecticut in the fourth quarter, revenue declined worse and then we had been seeing some stability on a sequential basis, but now it's about 2% down sequentially. You mentioned voice declines were the main reason.

Can you talk a little bit about why we saw incremental pressure on voice this quarter? And looking out to 2015, how should we think about the voice and data balance for this year? And if I could ask another question on the deal, can you talk about what the commitments you have from Verizon in terms of the assets and metrics that they will deliver at the close? Thank you..

Hi, Batya. Let me start with your last question and then Dan, John will jump in on the legacy results for the quarter and the voice declines and what we think about that. But on the commitment at close, from Verizon, we made sure that we cared for between announcement and close that they would continue to run the business in the ordinary course.

We did focus on capital and capital expenditures. We also focused on marketing. We focused on customer retention with them. We focused on communications with employees and also training of the employees, so they would be ready for the cutover.

So we took a lot of the playbook from the 2010 Verizon acquisition and made sure that we are well prepared with this acquisition and we plused that up based upon also what we learned in Connecticut.

So I think we have a good relationship with Verizon based upon – and a good playbook with them based upon what we've negotiated and we are working very closely with them in all three of those states..

Great..

John?.

So Batya, on the voice declines, we saw overall improvement in the rate of decline of a number of our residential customers. We actually improved sequentially from Q3. So we were pleased there and we continue to pick up customers in both our data revenue as well as triple-play customers.

We did see some decline in voice that was not unexpected for us, but we did continue to grow in our data revenue segment. So on balance, it was kind of what we had expected and certainly we outlined that a few weeks ago when we previewed our results. I would say too that we had in our business segment is the anticipated wireless backhaul headwinds.

We knew that those were there and that was really the driver in our business segment..

And the only thing I would like to add that Batya is that we do allow customers at the end of their commitments to opt into our current promotional opportunities. It's our philosophy that customers should have that opportunity. That does create some pressure, especially around the voice revenue stream, especially around the small business segment.

So, we did see a lot of customers migrate from older legacy bundles as they came out of commitments into our newer products and services..

And the newer products and services Batya are at lower prices. And if you recall, we've always done in the past very large promotions in the fourth quarter to drive both revenue and to drive market share, and a number of customers were on contracts that came off contract in the fourth quarter.

So, we see seasonality as part of this compared to the third quarter, and we feel very good about the trends that we're seeing in the first quarter..

Okay. Great. Thank you..

We'll take our next question from David Barden with Bank of America..

Hey, guys. Thanks for taking the questions. I guess one for each of you if I could. John, just real quick, thanks for the breakdown on this legacy stuff. I guess, could you give us a sense as to what the organic or legacy business would have done on an EBITDA basis excluding the Connecticut piece under the way you calculated, it would be helpful. Thanks.

And then, second, I guess, Dan, on the synergies, $165 million run rate from Connecticut. Obviously, this is steering very quickly to the $200 million number you laid out almost a year ago or more than a year ago, and it kind of feels like that number is going to have to go higher.

If you could kind of talk about some of the reasons why it's not going to go higher than $200 million, would be helpful. And then, maybe Maggie for you. You kind of highlighted that part of the Connecticut deal value to the equity holder was the dividend hike that you announced for the first quarter this year.

As we look ahead to this very accretive Verizon acquisition, can we start thinking about the prospects for a similar style return of value to the equity holders? And if so, could you kind of elaborate a little bit about how you're thinking about it? Thank you..

So, I'll start, we'll go in reverse order on that, David. Let me start with the dividend hike that we just did. I think it's a reinforcement of us being bullish on the business, feeling good about how the business is performing and our ability not just to support the dividend we had but to increase it.

I think, you know, we are a very shareholder friendly company. We've been a high dividend payer, we continue to be, and our board feels very strongly about that.

So as we integrate these three new properties and we start to realize the accretion, we will review the dividend at that time along with how we would use our cash to invest in the business to support our networks, which is really important to us, to pay down debt so we keep our leverage ratio at an appropriate level.

But we will continue to look at the dividend every single quarter and once we get these properties integrated, I think it gives us opportunity..

Hi, Dave, it's Dan. On the synergy question, I think it's certainly a good question. I think having only on the property now for just a few months. We achieved the immediate synergies that we anticipated. I think it's reasonable to assume that we will get to the $200 million fairly easy, and then we will look at further synergies.

So that's going to take a little bit more time to work through whether it's real estate, some network issues and scale from a purchasing perspective.

So it will just take a little bit more and those are more of the conventional synergies that you see as people put two businesses together, and if we have updates on higher amounts, we'll bring those to everyone during the next couple of calls..

Dave, this is John. So finally in terms of the organic EBITDA, you'll see that we'll have a further disclosure in our 10-K. But we actually took out in our legacy business a significant amount of cost so that the net impact was materially less than the decline in revenue so you'll be able to put those pieces together.

So we were able to offset our revenue decline with a good portion of cost reduction..

Okay. Great. I look forward to that. Thanks, John. Thanks, guys..

We'll take our next question from Phil Cusick with JPMorgan..

Hey, guys. Thanks. So following up on the organic EBITDA, is there a point where organic EBITDA flattens out or do we rely permanently on deals sort of this to grow? And then second, as you talked about the leading with broadband and take a lot of pride in that, but that seems to be slowing.

Is part of this a function the price increase last year and what can you do to reinvigorate that?.

So, Phil, this is Dan. I think that on the second question, fourth quarter was really more impacted just as we integrated Connecticut more than anything else. It probably slowed some of our call center channel sales down and that's just a result of normal volumes that come in during a billing conversion.

So we think we have the right mix from a channel perspective. We do think that during the year, we may try selectively different promotional opportunities around the country but we're pretty happy with where we are right now on gross activations.

And we do not see us making any major changes on that at this point, and we're very happy with the mix of activations that are associated with the higher speed tiers..

Yeah. I would just pile on on what Dan said that in the fourth quarter, remember we did a flash-cut conversion in the third week in October and, we really were assimilating Connecticut with what we call bubble work forces throughout our organization.

So, we had customer service reps throughout the company answering Connecticut questions and making sure we tucked in customers as we went through the first couple billing cycles. And, again, we saw a three times to four times uptick in the number of calls that you get traditionally when you go through a conversion process.

So, we did plan for some slowdown on the market share side. With that said, we still grew market share at basically 80% of our footprint in the fourth quarter as well. We also didn't see a lot of incremental growth in Connecticut during that period of time since we are involved in the conversion.

So, I think, as Dan said, as you turn the page into the first quarter, we're back to business as usual. That's one of the nice things about flash-cuts that lets us get back into the game and we'll continue to run different kinds of promos and local engagement in our markets to make sure we continue to grow share..

Phil, with respect to organic EBITDA, productivity, and process improvements are our mantra. We work very hard every day to continue to do our business in a more effective and in an efficient manner.

But we've also continued to say that EBITDA dollar stability on a like-for-like basis is really going to be a function of when we get to revenue stability.

So that's what we're working hard at and once we get to that point, we think that the upside leverage will be pretty nice for us, given, how well we're positioning our operating structure internally..

Yeah. I would add to that that we have runway on costs coming down continually in our legacy footprint which now includes Connecticut. So, I don't think that we're going to see this flatten out on the organic EBITDA line.

In addition to that, I think if you – as you've seen, we've continued to add more value-added services for our customers, especially Frontier Secure attach rates are very strong with an average revenue per customer up over $9 when they take Frontier Secure.

And if you add to that, the speed upgrades, as Dan mentioned, I mean, we've continued to see customers as they use more and more broadband, both business and consumer, upgrading and taking more services, which drives more revenues. So, we also look at the headwinds that we've had with wireless backhaul coming down.

We still have them in the first half of the year, as we said, but we see that changing in the second half of the year. So, we remain pretty optimistic on being able to continue to organically grow EBTIDA..

Okay. Thanks guys..

Yeah..

We'll take our next question from Frank Louthan with Raymond James..

Hi. Great. This is Alex here for Frank.

Can you talk about, with the expected Title II announcement coming next week, whether you would be willing to participate in any of the expected lawsuits over the new set of rules? And then, switching gears, now that you've been operating the Connecticut properties for three months or five months now, can you talk about how quickly you'll deploy the U-verse technology in some of your other markets? Thank you..

Hey, Alex. So, I'll take the Title II question and Dan will talk a little bit about U-verse and expansion opportunities. Yeah. Again, we have not seen the order come out yet. I think that's something that we're all waiting for.

We do expect the new rules to focus on obligations for Frontier that we already embraced, things like transparency, disclosure requirements, non-discrimination obligations, and no blocking mandates.

We do think there will be some reporting requirements put on us that we don't have today, which would include either performance characteristics of the broadband network or congestion management. Again, the devil is going to be in the details. We do not expect to file any lawsuits at this point in time.

We want to wait and see what the final order looks like. We live by the net neutrality rules and regs today even though we're not required to do so, and we have also been under a Title II regulatory framework for years. So we understand how to operate in that environment.

So today it's a wait and see, and we don't have any plans at this time to file lawsuits..

And, Alex, this is Dan. On the U-verse expansion, I would say that after three months or four months we have become very comfortable with the U-verse platform. In fact, we're making upgrades even as we speak here in Connecticut to the platform.

It does offer probably the best platform for providing a video product over copper that's out there on the market today.

Having said that, we have no major plans to expand U-verse widely across the country but we do think that there is low cost alternatives in ways to leverage this system, the OSS, the content ingestion, the TV Everywhere, all of those components of it, to take advantage of all the broadband expansion and all the next-gen equipment that we've installed around the country, quite frankly.

So you'll see us probably take a look at selectively trials in different markets but there is no wholesale expansion plans at this point..

And, Alex, keep in mind, we've got four markets today that have FiOS and we're going to double the size of the company with a footprint that what we're buying has over 50% fiber-to-the-home with FiOS. So we're going to have a lot of FiOS branding in our markets that we're going to continue to support..

Great. Thank you..

We'll take our next question from Brett Feldman with Goldman Sachs..

Thanks for taking the question and thanks for giving us the guidance on cash taxes. I know that it's contingent on the existing tax scenario, which could change.

But could you help us understand what's in that in terms of to what extent is it normal run rate, GAAP taxes, and to what extent does it include some catch up with regards to previous period deferrals under bonus depreciation?.

Thanks. Hey, Brett, it's John. Thanks for the question. So we're going to have a little bit of benefit in 2015 sort of carried forward from 2014 with respect to the bonus depreciation deferral that happened in that year. The guidance that we provided does not assume any further extension of bonus depreciation.

So it does presume the beginnings of some unwind of our bonus depreciation benefit..

Got it.

So then if we – I know this gets tricky looking ahead, because you have a deal closing next year, but will we have to go through a period where taxes have to inflate a bit as that unwind happens? And then, is there an incremental benefit that you get associated with the deals themselves?.

Well, the unwind does naturally create a higher cash tax scenario, but as we described as part of our transaction, the structuring that we've done we think is quite favorable for us and we think it provides a tremendous benefit adding substantial amount of EBITDA, at not a lot of tax cost..

Okay. Thank you. And if you don't mind if I ask an operating question – and thank you for that color. I'm curious about the experience you've had so far with your really high-speed services, gigabit services, maybe some of the very high speed U-verse offerings you have, from a competitive standpoint.

And the basis of the question is, if we look ahead to when you close your next series of deals, I mean, look at where you're going to be from a payout standpoint and from a leverage standpoint, it would seem that for the first time in a long time, you'd have the ability to consider a different scale of the CapEx program if you saw justification for doing that.

And so, in many ways, it's a follow-up to Dave's question earlier about, well, what are you going to do with all this cash flow when you get to that point in time?.

Hey, Brett. I would say that, it's – we're in the early days of learning about what impact gigabit has in each one of these markets. We've only recently launched it. I would say that, similar to others in the industry, we've seen more take rate on other speeds than the gigabit speed, but I think that's a good thing.

And I think our plan supports all of the varieties of those speeds in the markets where we've launched. In the Connecticut market in U-verse, we have the ability to provide a very high speed over copper. We're actually looking at ways to move that further out.

And we think that is a very low cost approach to do that by utilizing some different philosophies on transport and some different partnerships on the electronics for the last mile. So we're very encouraged by what we're seeing there. We see customers very satisfied with the higher speeds on the U-verse side.

And we'll probably know more as we get through 2015 on whether or not gigabit is really something that would merit a lot more expansion around them..

We had selective people taking gigabit service today on the residential side. It's still predominantly through Ethernet on the business side. So we're going to track that and see what it looks like from a price-value perspective.

And also as Dan said, we continue to get the benefit of Moore's Law with technology prices coming down, and our ability to extend even on copper up to 100 meg. So there are good opportunities here not just at the gig level, but also at enhanced speeds over what we're doing today..

Great. Thanks for that color..

We'll take our next question from Scott Goldman with Jefferies..

Hi, good afternoon, everybody. I wonder if we could just go back, follow up a question on the guidance side, but this time looking at it from the CapEx guide that you have out there – which, I think, came in a little bit lower than certainly we were expecting, and perhaps others that we had spoken with as well.

And so, I think if we look out at sort of three consensus estimates for revenue, the CapEx guide, maybe at the midpoint, probably puts you somewhere in the low 12% capital intensity range.

Wondering is that sort of the right range to be thinking about this business on a go forward, particularly given obviously all the U-verse and FiOS that you have now, and what that would look like post the Verizon acquisition next year? Thanks..

Scott, let me start with kind of the CapEx level and where we see it and what we're using it for this year. John, can maybe talk about the percentage of revenue going forward. But it shouldn't be a surprise that our philosophy really is about investing from the core and then building towards the edge.

Where we're going to be using CAF funds whether it's CAF I Phase I, CAF I Phase II, or CAF II, when those funds are released are more some of the network upgrades that we'll be doing at the edge. So we are really sequencing our investment to take advantage of what we think the subsidies and the funds that will be coming from the federal government.

We also have CapEx levels that we committed to in Connecticut as well as an incremental improvement that I talked about as far as expanding transport in Connecticut and moving edge electronics a little bit further out. All that in the CapEx and we feel very comfortable with that..

Scott, the one other point to bring out too, in terms of our CapEx coming down over the last couple of years is that, we're sort of at the end of our wireless backhaul build-out, and so the capital that we spend building to those towers continues to decline and that's reflected in the guidance numbers that we've provided to you.

And I think what we try to do is, we try to look at, what do we need to make sure that we got a highly competitive and well enabled network and we think that the CapEx guidance range that we provided, it allows us to do that quite well for our business this year..

Hey, Scott, this is Maggie. Just another point of view on this too is, over the last five years, we have invested a substantial amount of capital into the Verizon's markets that we purchased in 2010, because they were fixed or upper markets, they had networks that were not built out.

So we did increase the amount of capitals that we needed to spend on an annual basis in order to get those markets where they needed to be.

Part of the benefit of doing that as we put in this ROADM network for the middle mile, which is basically all fiber, it's a really great network and we built it in such a way that it would have longevity to take care of traffic over a number of years. So, as Dan said, I think we've been preparing these networks for a period of time.

And when we do our capital planning, we don't say, okay, it's going to be 12% of revenue, we really take a look at and say, what do we have to do be competitive in these markets, what do we have to do to drive our business plan of more market share for broadband, higher revenues, keep our margins where they need to be and that's how we build our plans from the bottom up.

So we don't sit there and say, okay, let's just use 12% of revenue. Sometimes it turns out to be 12%, sometimes it turned out to be 15%, sometimes it turned out to be 10%. So we don't really take those averages that a lot of people talk about and use that as our planning tool..

That's really helpful.

And if I could just follow up – could you guys just identify how many CAF I households you sort of have left to build under that program? And maybe if you can split it up between sort of the new and the upgrades as well?.

Yeah, I think the lion's share of what's left is new and it all be accomplished this year. In fact, we're essentially funding on being be accomplished in the first nine months. And I don't have the final number right in front of me..

It's about 43,000 that are left to go, Scott..

Okay. That's really helpful. Thank you very much..

So, we're going to take one last question..

Thank you. And our final question is from Simon Flannery with Morgan Stanley..

Great. Thanks very much. Good evening. I think at the outset you mentioned that revenue should be improving year-over-year.

So, should I take that to mean that you should be, on a pro forma basis, have revenue declines of less than 4.3%, which was the legacy, I think, for this year? And then, John, if you can just help us with the free cash flow, leveraged free cash flow guidance, the – if I get it right, you have integration on Verizon of $185 million to $235 million.

Are there any Connecticut integration costs this year that aren't included? And then, is the pension – the $100 million contribution, is that in that $785 million to $825 million, is that also extra? Thanks..

Okay. So, within the guidance range Simon, we don't include any of our integration costs, whether it's related to what we're doing for the Verizon transaction or anything that we have left to complete in Connecticut. We'll still have....

And how much is left....

Pardon me..

How much is left for Connecticut?.

It will be a small amount. It'll be somewhere between $10 million to $20 million this year and we spent some of that in the first quarter already and a little bit left to go in the second quarter..

Yeah, it's frontloaded to the first half, Simon, but most of it in the first quarter..

Okay..

And all of the pension contribution that we talked about that is in our free cash flow guidance number..

Okay.

And will that get you to pretty much fully funded to $100 million?.

No, that will be our required contributions for the year. You see in our – when our numbers come out in our K that our funding ratio has improved over last year. We're up about 4 percentage points in terms of our funding status on a GAAP basis and we'll continue on that trajectory..

And in 2016, when we close the acquisition with Verizon, we get a fully funded pension that comes over for those three states as well, Simon. And as you look at our overall pension exposure collectively that will help us as well..

Right..

John, you might want to hit on the revenue decline..

Yeah, so back to your revenue question, the answer is, yes, that we will be as you described..

Okay. Great. Thank you..

Well, everybody, thank you so much for joining us for this call. I think as you can tell we are continued to be optimistic about the business. We look forward to talking with all of you on our next quarter and continue to update you not only on the basic business, but on our progress on integration and conversion for the Verizon acquisition.

Thanks, again..

Ladies and gentlemen, this does conclude today's conference. We appreciate your participation..