GCI Liberty, Inc.

Thank you. Before we begin, we'd like to remind everyone that this call includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about business strategies, market potential, stock repurchases, future financial performance, matters relating to the Universal Service Administrative Company and rural healthcare program, market and regulatory conditions, future impact of accounting changes, new service and product launches and other matters that are not historical facts.

These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, possible changes in market acceptance of new products and services, market conditions conducive to stock repurchases, the availability of acquisition opportunities, competitive issues, regulatory issues and continued access to capital on terms acceptable to GCI Liberty. These forward-looking statements speak only as of the date of this call, and GCI Liberty expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in GCI Liberty expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

On today's call, we will discuss certain non-GAAP financial measures, including adjusted OIBDA. The required definitions and reconciliations, including preliminary notes in Schedules 1 through 4, can be found in the earnings press release issued today, which is available on our website.

This call also may include certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding Liberty Broadband. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements.

These forward-looking statements speak only as of the date of this call, and Liberty Broadband expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in Liberty Broadband expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Now I'd like to introduce Greg Maffei, our President and CEO.

Thank you, Courtnee. Good afternoon to all of you.

Today speaking on the call, we'll have besides myself GCI Liberty's CFO, Mark Carleton; GCI's CFO, Pete Pounds. Other executives including GCI's CEO, Ron Duncan will be available during the Q&A.

We'll also be available during Q&A to answer questions related, if there are any, to Liberty Broadband. We were pleased to complete the GCI transaction and split off of GCI Liberty on March 9.

Earlier this week, we also approved the reincorporation of GCI Liberty to Delaware and expect to complete that transaction by the end of the day tomorrow. Turning GCI itself, since this is our first IR call since we completed the transaction and likely an place where introduction for most of you to GCI, Alaska's largest communications partner.

We're going to spend quite a lot of time today on GCI with commentary about pro formas about changes in events, the transaction itself and the operating business. The geography of Alaska separates within unique sets of opportunities and challenges for GCI.

The biggest challenge has been the state of the economy up there. However, we're beginning to see some green shoots in 2018 and we're hopeful to see job growth in 2019 partly influenced by the rising oil price.

We're also importantly seeing positive signs related to fiscal policy from the state government up there both Pete and Ron Duncan have much more to say on that topic, if you're inclined. On the opportunity front, GCI is truly a class player within an impressive amount of business revenue.

The other aspects of business are similar to many of the domestic cable companies with which you're familiar companies working to upgrade into network and the products offered including video choices to simplifying provide consistency in its products and pricing and streamline its operations to decrease cost. GCI is focused on driving sustained and improved free cash flow which we would hope to take advantage of recognizing the discount that exist in the GCI Liberty structure from Liberty Broadband and even more to Charter itself.

As we mentioned at our November Investor Day, GCI Liberty enjoys a double discount on Charter. If you look through Charter prices trading at a discount of approximately 20% if you look at GCI and you should expect that we will work to take advantage of that discount overtime.

Looking briefly at Liberty Broadband clearly the market had a negative reaction to Charter's first quarter results and we think it was largely overreaction. While the low margin video environment is involving and we face challenges in that, the financial results of Charter were actually quite solid.

Sales were up at Charter, across all products particularly in Time Warner and Bright House markets. Strong net income and adjusted EBITDA growth occurred.

Spectrum pricing and packaging offers are resonating with customers at the end of the first quarter, 55% of the residential Time Warner cable and Bright House customers were on spectrum pricing and packaging. The integration is largely on track going largely as expected though we always knew the path would not be linear.

The issue was the elevated non-paid churn due to the integration or service environments in the Time Warner legacy markets was largely self-inflicted and excluding this impact legacy Time Warner cable residential internet net adds would have improved year-over-year and video losses would have improved meaningfully. Now on pay churn will still be above somewhat elevated in Q2, but should be back to more normal levels by the beginning of Q3.

Other important initiatives are progressing Charter including raising minimum speeds on our all digital rollout and we believe we're on track for long-term growth and increasing amounts of free cash flow. With that, let me turn over to Mark Carleton to discuss the GCI Liberty financials in more details.

Thank you, Greg. I'm proud to comment today, we report to GCI as the operating business and GCI Liberty as the parent company.

At quarter end, GCI Liberty had consolidated cash of $403 million which includes $46 million of cash at GCI. We value the public equity method securities at GCI Liberty as of today's close with approximately $5.4 billion which includes our interest in Charter, Liberty Broadband and LendingTree.

GCI Liberty has a drawn $1 billion margin loan against its Liberty Broadband shares. At quarter end, GCI Liberty had a total principal amount of debt of $2.6 billion which includes the aforementioned margin loan and $1.6 billion of debt including capital leases and communications tower obligations at GCI.

GCI's leverage is defined in its credit agreement was 4.9 times compared to a maximum allowable leverage of 5.95 times. There are two financial obligations at GCI Liberty worth noting.

First; as part of the GCI acquisition; GCI Liberty issued preferred stock in the amount of $175 million. Preferred stock has a 21-year term, $25 per share liquidation preference and a third vote per share with no early redemption feature.

Upon reincorporation into Delaware the coupon will increase from 5% to 7% effective after the next interest payment date on July 15. Second, following the GCI Liberty split off GCI Liberty has an indemnification obligation to Qurate Retail with respect to the Charter exchangeable debentures that will reattributed to Qurate Retail prior to the split off.

Based on the trading prices of debentures less the cash reattributed associated with the debentures the amount is in indemnification obligation was $253 million as of quarter end and more information is available in today's earning press release on that indemnification arrangement. Please note that our Q1 financial statements for GCI Liberty only includes the result of GCI from March 9 onward.

We've included detailed pro forma financial information in our earnings release as if the acquisition had occurred on January 1, 2017 for ease of comparability. Our reported results were also impacted by the adoption of new accounting standards and the impacts of purchase accounting.

On a pro forma basis, GCI had revenue of $216 million, operating income of $6 million and adjusted OIBDA of $70 million. These represent declines of $9 million, $3 million and $3 million respectively which Pete will discuss in more detail.

Today's call will focus primarily on the operating results of GCI but we encourage you to review the publicly reported results of our equity method investments as well. With that, I'll hand it over to Pete Pounds for additional comments on GCI.

Pete?

Thank you, Mark. Well I learned a number of accounting concepts in school and two of those were stretch too or beyond the breaking point during the quarter.

The first is comparability and the second is consistency. The number of items that changed during the quarter was exceptional due to the perfect storm of change in accounting standards and the GCI Liberty transaction.

Those changes are as follows; first the implementation of ASC 606 modified sum revenue streams on long-term contracts and caused us to capitalize and then amortize commission expense for our sales representation. Second; it was only a 23-day quarter due to the transaction closing March 9.

That meaningfully impacts the income statement for the quarter, but does not impact the pro forma numbers. Third; purchase accounting which scrambles the egg pretty significantly on the balance sheet and also effects the income statements in ways that I'll detail later.

Fourth; the change from EBITDA to OIBDA to conform to standard Liberty presentation. This change is relatively small in dollar terms.

Finally; pro forma numbers that take all of the changes mentioned and apply them retroactively to Q1, 2017 so that you can compare the year-over-year numbers. I mentioned these for ease of comparability with our prior year reported numbers.

But for those of you, who are new to the GCI story, starting with pro forma 2017 numbers we include in our press release that will provide a clear picture going forward and will be how we measured the business in 2018 and beyond. Now I won't promise to clear up all of those issues on the call here, but I'll do my level best to share my insights into the quarter and will be working with the Liberty IR team and you, with any follow-up questions that are sure to arise.

First, material updates. Rural healthcare; as we noted in the press release the SEC gave notice that the funding rural healthcare customers was oversubscribed for the fiscal year ended June 30, 2018 like it was the previous year.

For the year June 30, 2017 the oversubscription caused a funding reduction of 7.5% by the SEC. this was a surprise to both the telecoms and healthcare customers.

Given the high cost of service in Alaska, this cost is significant burden on our customers and we elected to forgive 100% of the SEC funding shortfall. For the funding year ended June 30, 2018.

GCI's customers are subject to a 15.6% reduction in financial support. For our GAAP financial statements, we recorded $6 million reserve in purchase accounting based on prior year experience and our best estimate at this time.

This also reduced our Q1 pro forma revenue by $6 million. However, this is an open item and the ultimate number will in all likelihood be different from the current estimate.

We're working with our healthcare customers, our congregation delegation and the SEC to come up with a solution that works for all parties and continues to provide incentive to deliver 21st Century Broadband to remote Alaska. Moving to the Alaska economy, at the risk of being the economist who calls 10 of the next five economy recoveries.

It feels like 2018 is the year that we will get back to flat by year end. With the potential for modest growth in 2019, using jobs as the metric for economic health.

We're currently seeing slowing losses and important jobs like oil and gas, construction and professionals. This is not growth mind you, but a slowing of losses.

There are two things that give me modest optimism for the near future and more robust optimism for the intermediate to long-term. First, the state legislature just passed Senate Bill 26 yesterday which is expected to be signed by Governor Walker.

This bill established a structure draw from the earnings of our $65 billion permanent fund to fund state government. This structured draw will provide businesses with substantially greater confidence in the state fiscal situation reducing the risk of doing business in Alaska, thus encouraging investment.

The second item is oil prices and oil discoveries. In the last year, the price of oil was up approximately 50% to about $70 per barrel.

On a standalone basis this is good news for state revenues and when coupled with the increased exploration this is great for the state. Over the next five to seven years, these new discoveries will move from design and permitting to construction and finally to production.

All of these activities are positive for the state, but the benefits are generally backend loaded with production being the most important to our economy and design and permitting the least. We now have a very favorable regulatory environment with the possibilities in NPRA and ANWR opening up.

Now for a billing system update, we believe that we're on track for a summer conversion of our two primarily billing systems onto one unified platform. We have both revenue and cost opportunities that will be opened to us with the new platform.

This unified billing system will improve the customer experience and reduce consumer plan complexity. Additionally it will create efficiencies for GCI through auto pay and no print invoices ultimately leading to cost savings.

We're currently getting great reviews from the customer service representatives that have been trained on the system and are looking forward to this improvement in customer care and billing. Financial overview, my commentary to follow refers to pro forma GCI financials.

For those comparing, these results to legacy GCI disclosures I will summarize the key differences at the end. In consumer, we were pleased that consumer revenues remained stable in the first quarter in spite of the recession.

The mix of revenues was also favorable with losses in low margin video business being more than offset by gains in our products with better margins. We continue to expand our gigabit capable markets and now provide gigabit data offerings to 77% of Alaskans.

Business; business revenues were significantly affected by the $6 million reserve related to the RHC program. Additionally, our low margin time and materials business revenue decreased about $2.5 million.

GCI business is focusing more and more on monthly recurring revenue streams. On that note, we successfully negotiated all of our education contracts that were up for renewal this year.

Which will result in higher revenues from these customers starting July 1, 2018? Cost and expenses, we've made some improvements in our cost structure in the first quarter partially driven by our mix of revenue.

As I've mentioned before, we gained revenue and lost revenue in all the right places. High margin revenue was generally higher and low margin revenue was generally lower.

In addition to the improved mix of revenues, we have real efficiencies in the business and better procurement practices that are leading to an improved cost structure. We continue to make headway in simplifying our network and our processes both of which lead to cost savings.

Now I'll turn quickly to an explanation of accounting changes for those comparing figures to legacy GCI disclosures. Revenues were affected by combination of ASC 606 and purchase accounting, which together decreased revenue by about $3 million and operating income and OIBDA by about $2 million for both Q1, 2017 and the current quarter.

Most of the revenue decline was due to purchase accounting changes to deferred revenue but there was also nearly $1 million per quarter reduction in revenues that relates to showing USF surcharge receipts net as oppose to gross as stipulated in ASC 606. If you look at our previously reported results for Q1, 2017 and compare that to Q1, 2017 pro forma operating income and adjusted OIBDA.

You'll note that operating income decreased by about $7 million largely due to purchase accounting amortization and adjusted OIBDA grew by about $600,000. There was a $2 million decline due to the reduction in non-cash revenue from accounting changes in GCI business that I mentioned.

Offset by other purchasing accounting impacts as follows that added $3 million back to Q1, 2017 pro forma operating income in OIBDA. First; commission accounting from capitalized commissions paid to customer service representatives as a result of implementing the new revenue standard and second, above market leases.

During the process of determining purchase accounting that was deemed that we had certain leases that we were paying above market rates on. These leases were put onto to the books as a deferred liability for the portion that was deemed to be above market and it has the effect of reducing cost associated with those leases.

While both of these cost items still existed in Q1, 2018 the benefit of them had begun to decline particularly on the commission side. The net benefit of these non-cash items in Q1, 2018 was only $1 million as compared to approximately $3 million benefit in Q1, 2017.

Wrapping up, looking forward we were confident in the cost savings initiatives we have in place to drive margin expansion at GCI and ultimately grow free cash flow. We believe there is light at the end of the tunnel in the Alaskan economy.

We were pleased to complete the GCI Liberty transactions in March and look forward to continuing to update on the GCI story. Now I'll hand the call back to Greg.

Thanks Mark and Pete, to the listening audience we appreciate your continued interest in GCI Liberty and operator, with that I'd like to now open up for questions.

This is Axel Ron [ph] for Barton. The first question I have for Ron and Pete, if you were to hypothetically become part of a larger cable operator, could you at least frame what sort of synergies you could realize immediately and then maybe ballpark the amount of those synergies and then, on the flipside of that for you guys.

What are you seeing out there? I'm sorry, can you hear me?

Can you hear me?

Yes.

Yes and then, just on the flipside of that. What are you guys seeing on the M&A front in Alaska?

Thanks.

Okay, let's take them in reverse order because last in, first out kind of guy. So I don't think there is much opportunity of significance for us in M&A in Alaska just because we're already so large relative to the size of the state, there really isn't a material acquisition that would drive anything for us on that front.

I think when Liberty purchased us it was because of our substantial state-wide footprint than our presence in our market place. I don't think there is a whole lot of clean up that could be done up here.

I don't want to get too hypothetical and I'm certainly not going to put numbers on it because I think the numbers will depend on the specifics of any situation, but if you look at GCI you have a classic small cable operator and we have all of the overhead costs that go with that. We have the inefficiencies of trying to produce systems for relatively small customer base and we're close to last in line, if not the last in line when it comes to negotiating programming contracts.

So we have programming margins or video margins, if you can even consider them margins that look a whole lot different than they would for somebody with more negotiating power. So if GCI were to be reinvented as a larger cable company, I think what you'd see first of all is very material change in the programming cost which would probably effect the whole competitive status of our video business which is our most challenged business today.

And secondly, numerous operating efficiencies just from spreading systems over a larger base.

Thank you very much.

One GCI and one GCI Liberty, if I could. I was just following up on the previous question regarding cost.

Are there opportunities to leverage the relationship with your cousin at Charter at even, if you're not part of the same organization to jointly purchase programming or equipment alike and take advantage of some of the scale that brings? And secondly, you got the I guess now 7% preferreds out there those are probably toward the higher end of your cost and they're trading below par.

Are there any restrictions in your ability to bring those in? Thanks.

I'll take the GCI question and certainly defer it to Mark and Greg for the question on the preferred structure. We're looking at what can be done to leverage the cousin relationship as you call it to advantage us on the cost side.

Unfortunately cousins are not good enough to qualify directly under somebody else's programming contracts, but the relationships that our new cousin has if you will, probably are useful in helping us to improve the nature of our contractual relationships. It may be an easier win on the equipment side than on the programming side, but we're looking at both of those, we're obviously now part of a family that has a much bigger, broader and more important reach in our industry and we'd be foolish not to use those opportunities to try to reduce our costs.

And on the preferred stock, there's no early redemption on the preferred stock percent to its term.

Is there anything restricting [indiscernible] just repurchasing the marketplace?

There is no restrictions on that.

Great. Thank you.

A quick question for Greg Maffei, kind of want this tie this back to the continental side of the equation for just a second. There's been a lot changing in the kind of the US cable industry Comcast obviously trying to make what appears to be a pretty bold move to diversify away from not just the US going over to Europe but also into the content business.

As you look at what is increasingly competitive landscape with YouTube TV and Hulu. Basically people almost losing money if not actually losing money on every subscriber they take on.

How do you think about Charter's overall positioning in your management team at Charter's ability to attack those issues?

Rich I think that Charter has a very attractive pipe into the home and if you look historically overtime, what products go sold into that home had changed. But the strategic value of that pipe and the overall revenue or continue margin we can make per customer path, I don't think it's going down, it's going up.

Video margins have been attacked for a long time and been on the decline, but broadband margins have been rising and broadband passing or broadband connections rising. The Wild [ph] VOIP [ph] was an incredibly hot product and that started to vain as you see other things happen at the marketplace and I suspect overtime mobile or some combination of mobile that uses our pipe will become an increasingly important part of the product mix.

So I remain optimistic that pipe is only going increase the value overtime. The exact mix of which products and which services you're [ph] distributed data I think that's going to change, but I'm convinced that the margins and the pipe overall is going up.

And do you need to be part of a larger company or can you actually persevere in the current structure?

Well I don't think we need to be part of larger company. I think we've quite a lot of scale in our territories, now if you're asking me do I think to go and compete in another playground which is saying global content.

Yes I don't think we're particularly well positioned to do that, but that doesn't seem to be part of our strategy. So what is being pursued by Disney is quite different and what they have is strategic advantage in that, they're trying to capitalize on it.

It's quite different than what I believe our strategic advantages are at Charter.

Thanks for taking the question. Appreciate the answers.

Just zeroing in on the rural healthcare issue. Is there any better long-term solution, so you effectively provided the same services, but you're forgiving revenue?

Can you cut back on services or is there some other revenue source perhaps in state and are you looking at this issue from a DC lobbying standpoint as well?

There's presently an SEC proceeding that is doing just that, that's looking at how to restructure the program to possibly update a cap, that is seriously out of date, that is the issue that leads to the funding shortfall and the re-evaluate perhaps how to prioritize payments within the program. So yes we're optimistic that there is a better way going forward, but there are regulator processes that have to occur between here and there.

We're also dealing with the short-term issue of how to resolve the effects of the cap for this year and that's got a lot of moving parts in it and I don't think we're in a position to make a prediction about how those parts are going to move in tandem, but we believe there is both the long-term and short-term solution.

Okay and then for the quarter GCI business, data revenue was down about $7 million. I think you said about six of that was due to this rural healthcare, apart from that obviously you have a new competitor.

I don't know how big they are now that Quintillion is operating or how much is they're overlapping with your [indiscernible] footprint?

I don't think that you're seeing any of the change in business revenue occurring from Quintillion. Quintillion is a benefit [ph] of a fiasco on its own as you're probably aware given the news, in the midst to the massive fraud and we're not seeing much presence from them in the marketplace right now.

I think it remains to be seen how that's going to shake out.

Barry one of the other items making up the revenue decline there, really the other piece of significance is the time and materials revenue which are down and we're really focusing on monthly recurring revenues.

Okay and then on the billing system. Last time you guys had a call was November and you talked about Polaris Phase 1 for 1Q, you're now talking about 3Q is that just a difference in terminology and is this the final upgrade and will this give you everything for example fully integrated billing that you've been looking for.

There is no billing system on the planet that will be the final upgrade and that will give you everything that you're looking for. I can guarantee that despite of the prohibition on forward-looking statements.

There is a slip as you correctly noted, we're now targeting early 3Q for our turn up but we're still expecting to have the first phase functionality that we expected to have all along, so no real change there, and a bit of delay in the turn up.

And on your wireless subscribers, obviously that's declining. In the past you've talked about some of - large portion of that was due to people migrating out of the state of Alaska due to the employment situation and that you thought you're actually perhaps even gaining market share from AT&T and Verizon.

Could you give us an update on that and give us some color on what reporting looks like for wireless subscribers.

We believe that we're gaining market share very slightly in a declining market we've seen very substantial outmigration in the market up here over the last two years as Pete mentioned at the start of the call in his comments, there is some cause for optimism that we may be near the bottom of that. Obviously what it takes to turnaround get real growth in all of our businesses is for those jobs and for the people who left the state to come back.

Okay and then, this maybe for Pete on the EBITDA margin now OIBDA. In the past you talked about the low 30% to mid-30% EBITDA margin for GCI.

As we look at GCI inside of the new GCI Liberty you're able to move I guess some public company cost out of GCI up to the apparent, how should we think about your margin capability especially with the cost reductions you have in the works?

Barry I wouldn't look for meaningful change keeping in mind that 1% change in EBITDA margins or OIBDA margins on a roughly $900 million revenue stream amounts to $9 million and it basically our public company cost are not $9 million a year, so that really doesn't mean [indiscernible] impact the number.

Okay and my last question again on your November call we had talked about the post transaction landscape and what this might mean for GCI as a platform for expansion go and do some other things. The new company obviously is much better capitalized, the GCI team is quite entrepreneurial has had great success in Alaska, but you might be running out of sandbox there, so any thoughts on what you might do under this new structure perhaps Pacific Northwest through other areas.

I'll defer that to Greg and let him talk about what the future looks like.

Well I think, we recognize as you do the entrepreneurial nature and the capabilities of the GCI management team and to the degree that they were acquisitions or add-ons that were attractive, we would certainly pursue them. One of the questions would be, whether they are more natural fits for GCI over Charter something that you'll have to weigh.

Just looking at GCI on the CapEx side, I think you're coming off a little higher CapEx cycle over the past couple of years and obviously [indiscernible] little different than this, the domestic cable companies. Could you walk us through kind of what the near and medium term outlook for CapEx at GCI looks like?

Sure I'll let Pete take you through the components and I would just note that, our CapEx is related to the health of the marketplace and one of the reasons for the reduction in CapEx over the last several years has been in response to the fact that we're playing in a market that's currently economically challenged and needs some policy changes in order to as Pete originally said, increase the confidence of people making investment up here, but with that he can give you a real quick summary of the major elements of our CapEx for this year in terms of what we'll be investing in.

This CapEx is really for this year, we're not making any announcements for any future year. But we currently have guidance for $170 million and really looking at that just over 20% of that is dedicated to our wireless build outs that's increasing the coverage in a number of sites as well as increasing the bandwidth that's available at existing sites.

So providing better service for our customers there. Closing in on 50% of our capital is really for what I would call maintenance capital, that's the type of capital that you need to spend just to keep OIBDA relatively flat.

So to keep OIBDA relatively flat, we need to spend roughly half that amount on CapEx and really the other piece that the is little higher than we would normally expect to see does relate to IT systems, the new billing system and other measures that will improve the efficiency here.

Perfect. Thanks guys.

Thank you to all our listeners and questions today. Thank you for your continued or new interest and I guess in some cases in GCI Liberty and we look forward to talking to you next quarter, if not sooner.

Thank you.