EX-99.3 5 d782162dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information is based upon the historical consolidated financial information of Frontier and the historical combined financial information of the Connecticut Operations and has been prepared to reflect the AT&T Transaction based on the acquisition method of accounting. The unaudited pro forma condensed combined financial information presents the combination of the historical financial statements of Frontier and the historical financial statements of the Connecticut Operations, adjusted to give effect to (1) the transfer of specified assets and liabilities from AT&T to the Connecticut Operations that are not included in the Connecticut Operations’ historical balance sheet as of June 30, 2014, and the retention of specified assets and liabilities by AT&T that are included in the Connecticut Operations’ historical balance sheet as of June 30, 2014, as more fully described in note 3(a) below, (2) the completion of Frontiers offering of $1.55 billion of senior notes and the drawdown of the CoBank AT&T Transaction Facility, as more fully described in note 3(b) below, (3) the payment by Frontier to AT&T of $2.0 billion in cash (excluding any potential working capital purchase price adjustment as set forth in the Stock Purchase Agreement) as more fully described in note 3(c) below and (4) the consummation of the transactions contemplated by the Stock Purchase Agreement, with Frontier considered the accounting acquirer, based on the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial information. The historical financial information has been adjusted to give effect to events that are directly attributable to the AT&T Transaction and factually supportable and, in the case of the statements of operations information, that are expected to have a continuing impact.

The unaudited pro forma condensed combined balance sheet information has been prepared as of June 30, 2014, and gives effect to the AT&T Transaction and other events described above as if they had occurred on that date. The unaudited pro forma condensed combined statements of operations information, which have been prepared for the six months ended June 30, 2014 and for the year ended December 31, 2013, give effect to the AT&T Transaction and other events described above as if they had occurred on January 1, 2013.

The unaudited pro forma condensed combined financial information was prepared using, and should be read in conjunction with, (1) the unaudited interim condensed combined financial statements of the Connecticut Operations as of and for the six months ended June 30, 2014, (2) the audited combined financial statements of the Connecticut Operations as of and for the year ended December 31, 2013, (3) the unaudited interim condensed consolidated financial statements of Frontier as of and for the six months ended June 30, 2014, and (4) the audited consolidated financial statements of Frontier as of and for the year ended December 31, 2013.

The unaudited pro forma condensed combined financial information is presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have been achieved had the AT&T Transaction and other events described above been completed at the dates indicated. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or results of operations of Frontier after completion of the AT&T Transaction. In the opinion of Frontier’s management, all adjustments considered necessary for a fair presentation have been included.

The unaudited pro forma condensed combined financial information does not give effect to any potential cost savings or other operating efficiencies that could result from the AT&T Transaction. In addition, the fair value of the assets acquired and liabilities assumed are based upon estimates. The final allocation is dependent upon valuations and other studies that will not be completed until after the AT&T Transaction has been consummated. Accordingly, the purchase price allocation pro forma adjustments are preliminary and are subject to further adjustments as additional information becomes available and additional analyses are performed, and each further adjustment may be material. Such adjustments have been made solely for the purpose of providing unaudited pro forma condensed combined financial information.


FRONTIER COMMUNICATIONS CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET INFORMATION

AS OF JUNE 30, 2014

($ in millions)

 

    Frontier     Connecticut Operations           Pro Forma
Adjustments
(3c)
          Pro Forma
Combined
 
      Connecticut
Operations
    Additional
Transfer of
Assets and
Liabilities
to/from
AT&T (3a)
    Connecticut
Operations,
as Adjusted
    Incurrence
of New Debt
(3b)
       

ASSETS

               

Cash and cash equivalents

  $ 802      $ —        $ —        $ —        $ 1,867      $ (2,000 )      (i   $ 669   

Accounts receivable, net

    464        129        (27     102        —          —            566   

Other current assets

    145        29        (20     9        (8     —            146   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

 

Total current assets

    1,411        158        (47     111        1,859        (2,000       1,381   

Property, plant and equipment, net

    7,163        1,310        —          1,310        —          —            8,473   

Goodwill

    6,338        —          —          —          —          838        (ii     7,176   

Other intangibles, net

    1,063        —          —          —          —          547        (iii     1,610   

Other assets

    204        55        (45     10        33        —            247   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

 

Total assets

  $ 16,179      $ 1,523      $ (92   $ 1,431      $ 1,892      $ (615     $ 18,887   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

 

LIABILITIES AND EQUITY

               

Long-term debt due within one year

  $ 263      $ —        $ —        $ —        $ —        $ —          $ 263   

Accounts payable and other current liabilities

    1,019        259        (192     67        —          28        (iv     1,114   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

 

Total current liabilities

    1,282        259        (192     67        —          28          1,377   

Deferred income taxes

    2,355        —          308        308        —          217        (v     2,880   

Other liabilities

    948        97        127        224        —          —            1,172   

Long-term debt

    7,651        —          —          —          1,900        —            9,551   

Equity

    3,943        1,167        (335     832        (8     (860 )      (vi     3,907   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

 

Total liabilities and equity

  $ 16,179      $ 1,523      $ (92   $ 1,431      $ 1,892      $ (615     $ 18,887   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

 

See notes to unaudited pro forma condensed combined financial information.

 

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FRONTIER COMMUNICATIONS CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

INFORMATION

FOR THE SIX MONTHS ENDED JUNE 30, 2014

($ in millions, except per share amounts)

 

     Frontier      Connecticut
Operations
     Pro Forma
Adjustments
           Pro Forma
Combined
 

Revenue

   $ 2,301       $ 680       $ (3     (4a)       $ 2,918   
           (25     (4b)      
           (32     (4c)      
           (3     (4d)      

Cost and expenses (exclusive of depreciation and amortization)

     1,266         513         (6     (4c)         1,739   
           (3     (4d)      
           (6     (4e)      
           7        (4f)      
           (10     (4g)      
           (22     (4h)      

Depreciation and amortization

     555         79         6        (4e)         685   
           45        (4i)      

Acquisition and integration costs

     30         —           (30     (4k)         —     
  

 

 

    

 

 

    

 

 

      

 

 

 

Total operating expenses

     1,851         592         (19        2,424   
  

 

 

    

 

 

    

 

 

      

 

 

 

Operating income

     450         88         (44        494   

Investment and other income (expense), net

     1         —           —             1   

Interest expense

     338         —           50        (4j)         388   

Income tax expense

     36         34         (36     (4l)         34   
  

 

 

    

 

 

    

 

 

      

 

 

 

Net income attributable to common shareholders of Frontier

   $ 77       $ 54       $ (58      $ 73   
  

 

 

    

 

 

    

 

 

      

 

 

 

Basic and diluted net income per common share

   $ 0.08               $ 0.07   
  

 

 

            

 

 

 

See notes to unaudited pro forma condensed combined financial information.

 

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FRONTIER COMMUNICATIONS CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

INFORMATION

FOR THE YEAR ENDED DECEMBER 31, 2013

($ in millions, except per share amounts)

 

    Frontier     Connecticut
Operations
    Pro Forma
Adjustments
          Pro Forma
Combined
 

Revenue

  $ 4,762      $ 1,394      $ (6     (4a   $ 6,011   
        (52     (4b  
        (82     (4c  
        (5     (4d  

Cost and expenses (exclusive of depreciation and amortization)

    2,616        850        (7     (4c     3,529   
        (5 )      (4d  
        (13     (4e  
        153        (4f  
        (20     (4g  
        (45     (4h  

Depreciation and amortization

    1,170        166        13        (4e     1,448   
        99        (4i  

Acquisition and integration costs

    10        —          (10     (4k     —     
 

 

 

   

 

 

   

 

 

     

 

 

 

Total operating expenses

    3,796        1,016        165          4,977   
 

 

 

   

 

 

   

 

 

     

 

 

 

Gain on sale of Mohave partnership interest

    15        —          —            15   
 

 

 

   

 

 

   

 

 

     

 

 

 

Operating income

    981        378        (310       1,049   

Investment and other income (expense), net

    (151     1        —            (150

Interest expense

    667        —          129        (4j     796   

Income tax expense

    47        141        (171 )      (4l     17   
 

 

 

   

 

 

   

 

 

     

 

 

 

Net income

    116        238        (268       86   

Less: Income attributable to the noncontrolling interest in a partnership

    3        —          —            3   
 

 

 

   

 

 

   

 

 

     

 

 

 

Net income attributable to common shareholders of Frontier

  $ 113      $ 238      $ (268     $ 83   
 

 

 

   

 

 

   

 

 

     

 

 

 

Basic and diluted net income per common share

  $ 0.11            $ 0.08   
 

 

 

         

 

 

 

See notes to unaudited pro forma condensed combined financial information.

 

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Notes to Unaudited Pro Forma Condensed

Combined Financial Information

 

1. Description of the AT&T Transaction

On December 16, 2013, Frontier and AT&T entered into the Stock Purchase Agreement for Frontier to acquire the wireline properties of AT&T in Connecticut for a purchase price of $2.0 billion in cash (excluding any potential working capital purchase price adjustment as set forth in the Stock Purchase Agreement). Upon completion of the AT&T Transaction, we will operate AT&T’s wireline business and statewide fiber network that provides services to residential, commercial and wholesale customers in Connecticut, making Connecticut our largest market. We will also acquire AT&T’s U-verse® video and satellite TV customers in Connecticut. The consummation of the AT&T Transaction is subject to the satisfaction of certain conditions, including review or approval by various federal and state regulatory agencies, and other customary closing conditions. Subject to these conditions, we expect the AT&T Transaction to close in the fourth quarter of 2014.

The unaudited pro forma condensed combined financial information was prepared using the accounting standard regarding business combinations. For purposes of the unaudited pro forma condensed combined financial information, the aggregate estimated transaction costs (other than debt incurrence fees in connection with our senior notes offering and the drawdown of the CoBank AT&T Transaction Facility, as set forth in note 3(b)), which are charged as an expense of Frontier as they are incurred, are expected to be approximately $40 million and include estimated costs associated with investment banker advisory fees, legal fees, and regulatory and auditor services of Frontier. Approximately $2 million and $10 million of transaction costs were recognized by Frontier for the six months ended June 30, 2014 and the year ended December 31, 2013, respectively, and the balance of approximately $28 million is reflected as an accrual in the Pro Forma Adjustments column on the unaudited pro forma condensed combined balance sheet as of June 30, 2014. These costs, along with integration costs, are eliminated as a pro forma adjustment in the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2014 and the year ended December 31, 2013. In addition, the combined company will incur integration costs primarily related to information systems, network and process conversions (including hardware and software costs). Integration costs are being incurred in part in advance of the consummation of the Stock Purchase Agreement in the fourth quarter of 2014, and will be recorded based on the nature and timing of the specific action. Frontier currently expects to incur operating expenses and capital expenditures of approximately $225 million to $275 million in 2014 related to integration initiatives. For purposes of the unaudited pro forma condensed combined financial information, it is assumed that no amounts will be paid, payable or forgone by AT&T pursuant to orders or settlements issued or entered into in order to obtain governmental approvals in the State of Connecticut that are required to complete the AT&T Transaction.

Frontier is considered the accounting acquirer for purposes of the preparation of the unaudited pro forma condensed combined financial information. This conclusion is based upon Frontier’s consideration of all relevant factors included in the accounting standard regarding business combinations, including the purchase of common stock of The Southern New England Telephone Company and SNET America, Inc. pursuant to the Stock Purchase Agreement.

 

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2. Basis of Purchase Price Allocation

The estimated purchase price has been allocated to the tangible and intangible assets acquired and liabilities assumed on a preliminary basis as follows (dollars in millions):

 

Estimated transaction consideration:

     $ 2,000   

Current assets

   $ 111     

Property, plant & equipment

     1,310     

Goodwill

     838     

Customer list

     547     

Other assets

     10     

Current liabilities

     (67  

Deferred income taxes

     (525  

Other liabilities

     (224  
  

 

 

   

Total net assets acquired

   $ 2,000     
  

 

 

   

The allocation of the purchase price to assets and liabilities is preliminary. The final allocation of the purchase price will be based on the fair values of the assets acquired and liabilities assumed as of the date of the AT&T Transaction, as determined by third-party valuation for certain assets and liabilities. The valuation will be completed after the consummation of the AT&T Transaction. There can be no assurance that the actual allocation will not differ significantly from the preliminary allocation.

The above noted preliminary allocation includes deferred taxes that are established at acquisition. Deferred taxes represent the tax effect at 41.75% of the non-deductible step-up in value portion of the customer list asset (($520 million x 41.75%) = $217 million). Frontier and AT&T have agreed to make a joint election under Section 338(h)(10) of the Internal Revenue Code, and comparable state and local tax code provisions, with regard to $27 million of intangible assets that will retain their tax basis. The offsetting entry to establish the deferred tax liability is recorded as goodwill.

 

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3. Pro Forma Balance Sheet Adjustments:

 

(a) The Connecticut Operations are adjusted to (1) exclude assets and liabilities that will be retained by AT&T that are included in the Connecticut Operations’ financial statements and (2) give effect to certain assets and liabilities relating to the business to be contributed by AT&T to these entities in connection with the AT&T Transaction. A brief description of these items follows (dollars in millions):

 

Balance

   Amount    

Reason

Accounts receivable, net

   $ (17   Intercompany receivables retained by AT&T
     (10   Receivables related to businesses retained by AT&T
  

 

 

   
   $ (27  
  

 

 

   

Other current assets

   $ (25   Removal of intercompany tax balances retained by AT&T
     5      Record inventory to be transferred by AT&T prior to closing
  

 

 

   
   $ (20  
  

 

 

   

Other assets

   $ (36   Removal of income tax balances
     (9   Removal of intangible assets related to the AT&T sale of a business to a third party
  

 

 

   
   $ (45  
  

 

 

   

Accounts payable and other current liabilities

   $ (176   Intercompany payables retained by AT&T
     (12   Removal of accrued liabilities to be retained by AT&T
     (4   Payables related to businesses retained by AT&T
  

 

 

   
   $ (192  
  

 

 

   

Deferred income taxes

   $ 308      Deferred income tax adjustments
  

 

 

   

Other liabilities

   $ 210      To establish liabilities for postemployment benefits
     20      To establish liabilities for workers’ compensation claims
     (31   Liabilities to be retained by AT&T
     (72   Removal of accrued uncertain tax position liabilities and credits retained by AT&T
  

 

 

   
   $ 127     
  

 

 

   

Parent’s equity

   $ (335   Reflects the aggregate impact of the above noted entries
  

 

 

   

The pension and other postretirement employee benefits adjustments are based on amounts recorded by AT&T whereby the pension and OPEB obligations related to active employees only will be transferred to Frontier and pension obligations will be fully funded as of the closing date of the AT&T Transaction. An actuarial evaluation will be completed at the time of, or subsequent to, the completion of the Stock Purchase Agreement and may be different from that reflected in the unaudited pro forma condensed combined financial information. This difference, including the related impact on deferred taxes, may be material.

The deferred income tax adjustments reflect the impact on fixed assets, net of the pension and OPEB liabilities for active employees and depreciation.

 

(b) On December 16, 2013, we signed a commitment letter for a bridge loan facility. On January 29, 2014, we entered into a bridge loan agreement (the “Bridge Loan”) among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, pursuant to which the Lenders have agreed at closing of the AT&T Transaction to provide to us an unsecured bridge loan facility for up to $1.9 billion for the purposes of funding (i) substantially all of the purchase price for the AT&T Transaction and (ii) the fees and expenses incurred in connection with the transactions contemplated by the Stock Purchase Agreement.

 

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AT&T Connecticut Wireline Operations

(A Business Unit of AT&T Inc.)

Notes to Combined Financial Statements (Unaudited) (continued)

 

The pro forma adjustment to cash reflects our offering of $1,550 million of senior notes, as well as the CoBank AT&T Transaction Facility.

The adjustment presented reflects the debt incurrence of $1.9 billion in the aggregate, less assumed debt incurrence fees and commissions of approximately $36 million (of which $3 million has been incurred). Additionally, an adjustment was made for $8 million to reflect the acceleration of deferred financing costs related to the Bridge Loan.

 

(c) (i) This adjustment in the amount of $2.0 billion reflects the cash that will be paid at closing of the AT&T Transaction (excluding any potential working capital purchase price adjustment as set forth in the Stock Purchase Agreement), primarily funded through the incurrence of new debt as described in 3(b) above.

(ii) This adjustment in the amount of $838 million reflects the goodwill associated with the excess of the AT&T Transaction consideration issued over the preliminary estimated fair value of the underlying identifiable net tangible and intangible assets at June 30, 2014, and reflects the impact of the deferred taxes established in (v) below.

(iii) This adjustment in the amount of $547 million reflects the preliminary fair value of the identifiable intangible asset (customer list) which was estimated by Frontier’s management primarily based on the fair values assigned to similar assets in recently completed acquisitions (a market approach). A third party valuation firm is being utilized to help determine the final fair value after the Stock Purchase Agreement is completed, but this determination is not yet final. There can be no assurance that the actual fair value determination will not differ significantly from the preliminary fair value determination. For purposes of the preliminary fair value determination, the estimated useful life of the customer list asset was assumed to be ten years.

(iv) This adjustment in the amount of $28 million records the estimated unpaid non-recurring costs for acquisition related transaction costs, primarily bankers, lawyers and consulting advisory fees.

(v) This adjustment in the amount of $217 million reflects the deferred taxes associated with the nondeductible step-up in value portion of the customer list asset ($520 million x 41.75% = $217 million) based on an assumed tax rate of 41.75%.

(vi) This adjustment in the amount of $860 million eliminates the “as adjusted” net equity of the Connecticut Operations ($832 million) and recognizes unpaid estimated transaction costs of $28 million as of June 30, 2014.

 

4. Pro Forma Income Statement Adjustments:

 

(a) This adjustment reflects results of operations related to contracts, primarily with unaffiliated third parties, that will not be transferred to Frontier in the AT&T Transaction.

 

(b) This adjustment reflects the incremental change related to contracts with AT&T affiliates that will be transferred to Frontier under modified terms.

 

(c) This adjustment reflects results of operations related to certain operations (substantially with AT&T affiliates) that will not continue after the closing of the AT&T Transaction.

 

(d) This adjustment reflects the reclassification of bad debt expense from cost and expenses to revenue.

 

(e) This adjustment reflects the reclassification of allocated depreciation and amortization from cost and expenses to depreciation and amortization.

 

(f) This adjustment reflects pension, other postretirement employee benefits of retirees and postemployment benefits retained by AT&T based on the terms of the Stock Purchase Agreement whereby the pension and OPEB obligations related to active employees only will be transferred to Frontier and pension obligations will be fully funded as of the closing date of the AT&T Transaction.

 

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The adjustment for the year ended December 31, 2013 also reflects the reversal of $131 million in actuarial gains that were recorded in income by AT&T in order to conform to Frontier’s accounting policy for pension and other post retirement benefits.

 

(g) This adjustment reflects the removal of costs related to employee headcount that will not be transferred to Frontier associated with the adjustment described in 4(c) above.

 

(h) This adjustment reflects the removal of royalty expense charged by AT&T for the use of its name and trademark that will not continue after the AT&T Transaction.

 

(i) This adjustment reflects amortization expense associated with the customer list asset estimated in note 3(c) above assuming an accelerated method of amortization and an estimated useful life of ten years which corresponds to an increase in depreciation and amortization of $45 million and $99 million for the six months ended June 30, 2014 and the year ended December 31, 2013, respectively. No adjustment has been reflected for depreciation expense.

The actual depreciation and amortization expense will be based on the final fair value attributed to the identifiable tangible and intangible assets based upon the results of the third-party valuation of the acquired assets. The depreciation and amortization rates may also change based on the results of this third-party valuation. There can be no assurance that the actual depreciation and amortization expense will not differ significantly from the pro forma adjustment presented.

 

(j) This adjustment reflects additional interest expense on the $1,550 million aggregate principal amount of senior notes and the $350 million CoBank AT&T Transaction Facility ($50 million and $129 million for the six months ended June 30, 2014 and the year ended December 31, 2013, respectively), based on an assumed weighted average interest rate of 6.69% for the six months ended June 30, 2014 and 6.73% for the year ended December 31, 2013 and the elimination of interest expense related to the Bridge Loan, as described in 3(b) above.

 

(k) This adjustment reflects the removal of acquisition and integration expenses related to costs incurred by Frontier in connection with the AT&T Transaction.

 

(l) This adjustment reflects the income tax effect of the pro forma adjustments described in notes 4(a) through 4(k) above, using an estimated effective income tax rate of 38%.

 

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