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U.S. Telecom      Allyn Arden, CFA, Director
                  Chris Mooney, CFA, Director

Sector Overview   Copyright © 2018 by S&P Global.
                  All rights reserved.

September 2018
U.S. Telecom and Cable
Themes for 2018
2018 M&A Outlook

• 2017 proved to be an exciting year for M&A, even though many rumored transactions
  never came to fruition.

• We expect M&A to remain active in 2018 because of secular industry pressures, the
  need for scale, technology convergence, changes in consumer preferences, ever-
  increasing programming expense, and intense competition in both telecom and cable.

                            Drivers                            Constraints                           Outlook

               Rising programming expense and                                           Ongoing consolidation among the
                                                   High take out multiples for some
     Cable     increasing competition from OTT.                                         small and mid-sized cable
                                                   assets, especially fiber
               Need for fiber                                                           providers

               Mature industry conditions,         Regulatory challenges since the      Regulatory approval for T-Mobile
    Wireless   aggressive competition with four    DOJ and FCC seem to prefer four      and Sprint merger will be
               nationwide providers,               nationwide providers                 challenging

                                                                                        Additional consolidation but fewer
               Secular industry pressures, need    Acquisition opportunities are
                                                                                        deals than previous years. Will
    Wireline   for scale to preserve margins and   diminishing, integration risk, and
                                                                                        depend on credit and equity
               stabilize the top line              limited market reception
                                                                                        markets

                                                                                                                             3
T-Mobile and Sprint Agree to Merge, Finally
Benefits
  – Increased scale to better compete with AT&T and Verizon
  – Substantial cost synergies
  – Strong spectrum position
  – Fewer competitors could stabilize pricing
  – Better positioned for 5G deployment
Risks
  – Integration challenges could result in higher churn and margin pressure in the near-term
  – Operating complexities are significant
  – Financial complexities given Sprint’s balance sheet
  – Regulatory hurdles could result in management distractions
  – Increased leverage and weaker cash flow metrics for T-Mobile
Regulatory Hurdles
  – Shift to three nationwide players from four could result in higher pricing for consumers
  – Can DOJ justify the approval of a T-Mobile and Sprint combination but have concerns about AT&T
    and Warner Media?
  – Possible concessions include divesting spectrum or facilitating the creation of an MVNO

                                                                                                     4
5G Wireless
                       Opportunities                     Threats/ Risk

                                              5G fixed wireless could be a
               Fiber needed for wireless
     Cable                                    competitive threat to existing
               backhaul
                                              cable broadband service

               Fixed: can offer very fast     Fixed: Is it as reliable as a wired
               broadband speeds that is       broadband service? Need for
               comparable with existing       higher-band spectrum makes it
               cable broadband. Cost to       better suited for dense urban
               deploy is less than building   and suburban markets
               fiber to the home
    Wireless
                                              Mobile: Need for fiber for
               Mobile: New revenue stream     wireless backhaul and high-band
               for wireless carriers, low     spectrum could burden balance
               latency and fast data speeds   sheets. Revenue opportunities
               could drive IoT-based          could take time to develop
               applications

                                                                                    5
Overview of the U.S.
Telecom and Cable Sector
Overview of U.S. Telecom / Cable Sector
•    Wireline companies continue to face secular declines
    − Demand for traditional wireline services shrinking; wireless substitution the main culprit

    − DSL is losing market share to cable broadband

    − Commercial services losing market share to cable and enterprise revenue declining because of migration to IP-based
      services. The evolution of SD-WAN could extend revenue declines

•    Wireless operators facing mature conditions and greater price-based competition
    − Intense competitive pressures with four nationwide carriers and maturing industry conditions

    − Post-paid churn is improving because of declining upgrade activity, lack of “must-have” handset devices, and
      convergence of network quality.

    − Scale and access to capital will be key determinants of business risk

•    Cable industry stable near term; longer-term technology risks
    − Share gains in video; but overall Pay-TV universe shrinking

    − Secular pressure on bundle; increased OTT adoption and skinny bundle experimentation

    − Broadband penetration maturing; subscriber growth extended through share gains against DSL, but longer term growth
      eventually dependent on data monetization

    − Potential longer-term threat from 5G fixed wireless and regulatory uncertainty

                                                                                                                           7
Overview of the U.S. Telecom / Cable Sector

                   Rating Distribution                                 Outlook Distribution
          CCC/CC            SD/D    A                                WatchPos   NM
                             0%    1%   BBB               Positive     0%       0%
            9%
                                        9%                  7%
                                                    Watch Neg
                                                       2%

                                               BB
                                              21%    Negative
                                                       21%

                                                                                              Stable
                                                                                               67%

          B
         60%

*As of September 11, 2018

                                                                                                       8
Upgrades and Downgrades, U.S. Telecom & Cable

                                                                           Upgrades    Downgrades

       120
                               108

       100                96

        80

        60

                40
        40                               37

                                                     21                                                          21                                      19
                                                                                 18                                                      16
        20    15                                                                        15                                        14          1415
                                              1211                11       11   11    11                          10   10 8            10
                      7              9                    8   8                              97     86       9                7
                               4                                       6                                 5                                           3
         0
              2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

*As of September 11, 2018

                                                                                                                                                              9
Rating Trends for the U.S. Telecom / Cable Sector
   •   Ratings outlook increasingly negative: 21% of ratings have a negative outlook
   •   In 2018, there have been 17 downgrades and 3 upgrades
   •   Notable rating actions (2017/2018):

   •   AT&T rating lowered to ‘BBB’ from ‘BBB+’ following acquisition of Time Warner
   •   T-Mobile US ‘BB+’ rating placed on CreditWatch negative and Sprint ‘B’ rating placed on
       CreditWatch positive on proposed merger in an all-stock transaction.
   •   Frontier downgraded to ‘CCC+’ with a negative outlook because of underperformance and our
       view that the capital structure is unsustainable after 2021
   •   Windstream raised to ‘CCC+’ from ‘SD’ post distressed exchange. The company still faces
       refinancing risk in 2020 and 2021
   •   SBA placed on Watch positive based on our review of SBA’s credit profile relative to its peers
       American Tower and Crown Castle
   •   CenturyLink outlook revised to negative following acquisition of Level 3 because of secular industry
       pressures
   •   DISH downgraded to ‘B’ on subscriber losses and shifting consumer preferences that have resulted
       in weaker credit metrics
   •   Equinix outlook revised to positive from stable because of strong business momentum
   •   Altice USA outlook revised to positive from stable following separation from its European parent
   •   Gogo lowered to ‘CCC+’ from ‘B-’ due to potential cash shortfall in the second half of 2019

                                                                                                              10
U.S. Telecom and Cable
Sectors In-Depth
2018 Cable Outlook
  •   The outlook for cable remains stable based on our view that continued growth in broadband and commercial
      services will more than offset video declines over the next two years, as cable's broadband moat provides a very
      powerful pricing counterbalance.
  •   Cord-cutting is a manageable risk in the near-term. Longer-term, if cable operators become more reliant on
      broadband as a stand-alone product, the threat of 5G fixed wireless substitution could become magnified,
      particularly for cable operators in more densely populated regions where 5G will be deployed.
  •   Overall, we forecast mid-single-digit percent revenue growth for cable providers in 2018, with relatively stable
      margins as the rising cost of programming is offset by growth in higher-margin broadband. For most operators,
      commercial services continue to increase at double-digit percentage rates as cable raises its share of the SMB
      market.
  •   There is now a crowded field of vMVPD’s. On top of that, programmers are now offering DTC apps that provider a-
      la-carte live streaming options.
  •   The biggest risk to cable, in our view, is aggressive pricing for a sustained period by one or more vMVPD, perhaps
      to gain scale for targeted advertising, which is attractive because of the unicast nature of the consumer
      relationship.
  •   We expect cable video subscriber losses of around 1%-2% over the next couple of years with the overall pay-TV
      universe declining around 3%.

 Company                      CCR        Outlook      Comments
                                                      • Bid for Sky plc
 Comcast Corp                 A-         CW Neg
                                                      • If successful, leverage could rise to about 3.25x from 3x
                                                      • Second largest cable provider but integration risk from
 Charter Communications       BB+        Stable         recent acquisitions
                                                      • Expect leverage to be 4.0x-4.5x

                                                                                                                           12
Cord-Cutting Is Manageable Risk To Cable
• Savings May Not Be Worth It For Most Consumers
   •   Giving up a lot in terms of content, number of streams, DVR functionality, etc
• Slim Profit Margins for vMVPDs
   •   Could lead to introductory prices increasing in the future
   •   Deep-pocketed owners may keep prices low to gain scale
• Aggressive Pricing Is Biggest Risk But Its Unlikely
   •   Hulu has most potential to be disruptive given ownership by programmers; However, not incentivized to
       cannibalize existing business. Multiple owners could complicate a more aggressive strategy as well.
   •   SlingTV and DTV Now unlikely to price irrationally because it would hurt profitable DTH biz
   •   Vue and YouTube face higher programming costs making earning a return challenging
• Headline Risk More Than Financial Risk To Cable, For Now
   •   Broadband moat provides very powerful pricing counterbalance
   •   Smaller operators with tighter video margins more susceptible to video sub losses
   •   If cord-cutting accelerates, cable becomes more susceptible to 5G fixed wireless substitution L-T
• DISH Most Exposed
   •   No broadband product
   •   SlingTV provides hedge but will be difficult to compete profitably in a crowded field

                                                                                                           13
OTT Services                      Hulu Live TV                       PlayStation Vue                         Sling TV                         DirecTV Now                     YouTube TV                      Philo

Parent Company                     FOXA, DIS, CMCSA,TWX                          Sony                            Dish Network                           AT&T                           Google                      Startup

Advertising                                   Yes                                 Yes                                Yes                                 Yes                             Yes                         Yes

                                                                         $45/month (Access)                                                    $40/month (Live a Little)
                                                                                                             $25/month (Orange),
                                                                          $50/month (Core)                                                      $55/month (Just Right)
Price (paid subscription)                    $40                                                              $25/month (Blue)                                                       $40/month           Option 1: $16/month
                                                                          $60/month (Elite)                                                      $65/month (Go Big)
                                                                                                            $40/month (combined)
                                                                          $80/month (Ultra)                                                   $75/ month (Gotta have It)

                                   2 users (6 user profiles)                                                   1 user on Orange,                                                  3 streams (6 user
Concurrent Streams                                                              5 users                                                                3 users                                                    3 streams
                                   Unlimited for extra $15                                                         3 on Blue                                                           profiles)

                                                                                                                                                                                  CBS, NBC, ABC, Fox,
                                                                                                                                              Channels from all major
                                                                    Popular channels available           ESPN, Disney, TNT, TBS, CNN.                                            ESPN, USA, TNT, TBS,
                                 Fox, CBS, NBC, ESPN, Disney,                                                                             networks. Broadcast networks
                                                                   from most major networks,             Broadcast networks in select                                           CNN, NBA TV Regional     A+E, AMC, Discovery,
Available Content                Turner Networks, Fox RSN’s,                                                                              in select markets; RSN’s in 2nd
                                                                     excluding Viacom; DVR              markets (Blue); Comcast and Fox                                           sports plus original     Scripps, Viacom
                                   Comcast RSN’s, Scripps                                                                                  tier and above; Add HBO for
                                                                          functionality                  RSN’s in select markets (Blue)                                         content from YouTube
                                                                                                                                                        $5
                                                                                                                                                                                          Red

                                                                        PlayStation 3 & 4; Sony                                                                              iOS Devices, Android,
                                 iOS, Android, Apple TV, Xbox                                          iOS, Android, Roku, FireTV,            iOS, Android, Roku, FireTV,
                                                                       Smart TV and Blu-ray, iOS                                                                              Xbox 1, Chromecast,         Roku, iOS devices (no
                                 One, Chromecast (Roku, Fire                                        Chromecast, AirTV, Desktop, Xbox            Chromecast, Apple TV,
Platform                                                                and Android, Apple TV,                                                                                  Apple TV, Roku,          Chromecast, Apple TV,
                                 TV sticks, and Samsung smart                                       One, variety of smart TV’s and Blu-        Desktop, handful of smart
                                                                          Amazon Fire, Roku,                                                                                Samsung, LG, and Sony          or Amazon Fire yet)
                                            TV soon)                                                            ray players                              TV’s
                                                                             Chromecast                                                                                           Smart TV’s

Estimated users                             ~450K                               ~670K                              ~2.3mn                               ~1.2M                          ~300K                         N/A

                             50+ channels; deep VOD                      Access: 45+ channels       Orange: 30+ channels                  Live a Little: 60+ channels                                         40+ channels with
                             Library; Cloud DVR; add-on                    Core: 60 incl RSN’s      Blue: 40+ channels                    Just Right: 85+ channels               70+ channels with           cloud DVR and VOD
Amount of content
                             features including unlimited              Elite: 90 plus more RSN’s    Combined: 50 channels                 Go Big: 105+ channels                 unlimited cloud DVR;          library with social
                             streams and enhanced DVR                  Ultra: 90+HBO+Showtime       50 hours cloud DVR: $5                Gotta Have It: 125+                                                 media component

Estimated average
                                                                        Access: $9; $17; $32                                              Live a Little: $14; $22; $37
monthly cost savings by                                                                                      Orange: $29; $37; $52
                                                                          Core: $4; $12; $27                                              Just Right: ($2); $7; $22
cutting cord*                           $14; $22; $37                                                         Blue: $29; $37; $52                                                   $14; $22; $37               $38; $46; $61
                                                                          Elite: ($7); $2; $17                                            Go Big: ($12); ($3); $12
(Low ARPU; Average                                                                                             All: $14; $22; $37
                                                                       Ultra: ($27); ($18); $(-3)                                         Gotta Have It: ($22); ($13); $2
ARPU; High ARPU)**

                                                                            Access: $10.55                                                        Live a Little: $.03
                                                                                                                Orange: $5.53
Estimated profit per sub                                                     Core: $7.38                                                          Just Right: $7.41
                                            $1.79                                                                Blue: $.67                                                             $4.41                       $7.70
***                                                                          Elite: $11.32                                                         Go Big: $13.97
                                                                                                                  All: $4.03
                                                                             Ultra: $20.76                                                      Gotta Have It: $21.43

                             •      Broadcast affiliates only in   •     Limited savings                                                                                    •      Less kids             •     No sports
                                                                                                    •     No CBS; No Fox News
                                    select markets                 •     Broadcast nets not                                               •     No DVR (coming in ’18)      •      No Time Warner,       •     No Disney
                                                                                                    •     No broadcast nets in Orange
                             •      2 streams in base                    available in all markets                                         •     NFL football confusing             Discovery, Viacom     •     No broadcast nets
Drawbacks                                                                                           •     No ESPN in Blue
                             •      Excludes AMC, Discovery              ($10 discount applied)                                           •     Only 2 streams              •      Price                 •     Limited # of
                                                                                                    •     1 stream in Orange
                                    and Viacom                     •     No Viacom                                                        •     Unsustainable price?               unsustainable?              supporting
                                                                                                    •     No RSN’s in Orange
                                                                                                                                                                                                               devices

* Based on average U.S. cable TV bill of $95; Assumes loss of $25 bundling discount. Assumes $7.50 upcharge for faster internet, assuming 50% of subs upgrade for $15
** Low APRU = $86 (Charter); Average ARPU=$95; High ARPU = $109 (CableVision)                                                                                                                                                14
*** Based on SNL average content costs for 2018. Does not include advertising revenue or marketing costs. Used weighted average cost for RSN’s. Actual profits may differ.
Pay-TV Trends

• Cable video customer trends are improving because of more advanced set
  top boxes (i.e. X1), skinny bundles, and bundled offerings.
• Cable increasing share from telco’s, but pay-TV universe shrinking and
  programming expenses not abating materially.
• DTV is benefiting from DTV Now customer growth but is losing satellite video
  subs
• DISH aided by low-margin SlingTV subscriber adds
• Programming expense per subscriber is still rising about 8%-10% annually,
  but some signs of softening
• Programming prices increases leading to greater focus on “skinny bundles”,
  tiering disputes

                                                                             15
Pay-TV Subscriber Forecast
  •    Larger providers are attempting to strengthen the bundle of services offered by investing in improved video
       technology that allows for easier search and navigation of content, while offering a wireless mobile service
       through MVNO agreements with wireless carriers and not passing along full cost of programming.
  •    Smaller cable providers tend to have tighter video margins, less investment resources, and a more limited
       scale to offer a wireless product
                             2017A       2018E        2019E                                2017A    2018E    2019E
 Large Cable Video                                               Satellite Video
 Comcast                       -0.2%        -0.5%        -1.0%   Dish*                      -8.5%    -8.7%    -9.0%
 Charter                       -1.7%        -1.5%        -1.5%   DirecTV                    -0.8%    -1.3%    -2.0%
 Total                         -0.8%        -0.9%        -1.2%   Total                      -3.8%    -3.9%    -4.4%
                                                                 *Estimated (ex-Sling)
 Midsize Cable Video
 Cox                                        -3.0%        -2.8%   Telco Video
 Altice USA                    -3.5%        -3.2%        -3.0%   Verizon Fios               -0.5%    -0.5%    -1.0%
 Total                         -2.9%        -3.1%        -2.9%   AT&T U-Verse              -18.3%   -17.5%   -17.5%
                                                                 Total                      -9.2%    -8.2%    -7.7%
 Small Cable Video
 Mediacom                      -1.3%        -3.0%       -3.0%    Total Traditonal Pay-TV    -3.0%    -3.0%    -3.2%
 Radiate                                    -5.5%       -5.5%
 WideOpenWest                               -8.2%       -8.3%
 Cable One                                 -11.5%      -10.8%
 Total                         -3.0%        -3.8%       -3.6%
 Total Cable Video             -1.2%        -1.5%        -1.7%
Source: S&P Global Ratings, Figures not shown are confidential

                                                                                                                      16
Still Room To Grow HSD….
      •     80% wired penetration, which we expect to eventually exceed peak of Pay-TV which reached 88% in 2010 as
            broadband becomes increasingly important for homework, employment, and social aspects of life.
      •     Government support for CAF buildouts and Lifeline consumer subsidies
      •     New homes growth of about 1.3 million per year through 2020 per S&P economist

Source: S&P Market Intelligence, Figures not shown are confidential

                                                                                                                      17
…But Opportunities To Take Share Shrinking
     •
… And New Competition Is On the Horizon

     •    Verizon is targeting to pass 30 million homes to achieve 20%-30% penetration which we expect
          will occur in the largest, most densely populated regions (that don’t currently have a Verizon Fios
          network).

     •     Could result in market share erosion, or margin pressure, for cable providers in these markets

     •     Opportunity for cable to provider fiber backhaul for this dense small-cell network

                        Exposure to Verizon 5G Fixed Wireless Buildout

Source: S&P Market Intelligence

                                                                                                                19
Cable’s Strategic Response
•       Continue to invest in their networks to provide an important competitive advantage in terms of speed and
        reliability.
    •     Most cable operators are upgrading their hybrid fiber coax (HFC) plant to DOCSIS 3.1 through upgraded
          electronics that will allow for 1 GB speeds at little incremental expense over the next 1-2 years.
    •     Longer-term, cable could achieve 10 GB symmetrical speeds through Full Duplex DOCSIS in select
          markets which would likely offer superior speeds compared with a wireless connection. While there is
          currently little use for speeds that fast, the home of the future might require it include ultra-high-definition
          TVs, virtual reality, real-time gaming, and smart capability.
•       Outside of network investments, cable operators are employing different strategies based on financial
        resources, size of their footprint, and the competitive landscape they face.
    •     The largest operators such as Comcast, Charter, and Altice USA are all attempting to strengthen the
          bundle of services they offer by investing in improved video technology that allows for easier search and
          content navigation while offering a wireless mobile service through mobile virtual network operator
          (MVNO) agreements with wireless carriers. We believe this is prudent because if cable operators rely
          more on broadband as a stand-alone product, the threat of 5G fixed-wireless substitution could become
          magnified, particularly for cable operators in more densely populated regions.
    •     Smaller cable providers tend to have tighter video margins, less investment resources, and a more
          limited scale to offer a wireless product. We believe overbuilders such as WoW and Radiate are more
          exposed to Verizon's fixed-wireless buildout than more rural providers such as Midcontinent, Mediacom,
          Block, and Cable One.

                                                                                                                       20
Forecasted Broadband Revenue Growth
• To the extent that cable providers cannot increase broadband revenue, due to
  either customer losses or lower ARPU, we could tighten rating triggers on case-
  by-case basis. This is unlikely over the next 2-3 years.
• Longer-term, a more competitive landscape could result in downward rating
  pressure if providers do not adjust financial policies, if necessary.

                                                                                    21
2018 Wireless Outlook
  •    We have a negative outlook for the U.S. wireless industry due to mature industry conditions and the
       presence of four nationwide carriers.

  •    Wireless competition has abated somewhat as the industry awaits the outcome of the proposed Sprint and
       T-Mobile merger.

  •    We still expect service revenue for the sector to decline in the low-single digit percent area in 2018 based
       on very limited subscriber growth and lower ARPU. However, we believe that almost all the service
       revenue growth with come from T-Mobile while service revenue for the other carriers declines around 3%-
       5%

  •    We expect aggregate FCF to decline by about 5%-7% driven by relatively flat EBITDA and higher capital
       expenditures
  •    Longer-term opportunitiesCCR
      Company                    include the deployment
                                          Outlook       of 5G networks, including fixed wireless technology,
                                                    Comments
       IoT, and continued growth in mobile data and video
                                                      • Acquisition of Time Warner increases leverage to 3.5x
      AT&T Inc.                    BBB       Stable       •   We revised our downgrade threshold to 3.25x from 3.5x, the same
                                                              as Verizon

                                                          •   We revised the upgrade threshold to 2.5x from 2.75x and downgrade
                                                              threshold to 3.25x from 3.5x following review of telecom, cable, and
      Verizon Communications       BBB+      Stable
                                                              media sectors. The revision also reflects our view that VZ is heavily
                                                              concentrated in the super-competitive and mature wireless industry

                                                          •   Agreement to merge with T-Mobile in an all-stock transaction
                                                          •   We estimate pro forma 2019E debt/ EBITDA in the mid-to-high-4x
      Sprint Corp.                 B         CW Pos           area, excluding the benefits of lease accounting and negative FOCF
                                                              for one to two years post-closing.
                                                          •   Very challenging regulatory hurdles

      T-Mobile US Inc.             BB+       CW Neg       •   See above

                                                                                                                                      22
U.S. Wireless Spectrum License Holdings
200

180

160

140

120

100

80

60

40

20

 0
            Verizon                  AT&T                      T-Mobile                           Sprint                     DISH

                           600 MHz   700 MHz   850 MHz   SMR     PCS      AWS   WCS        BRS       EBS       AWS-3

            •   T-Mobile’s spectrum position is not far behind that of Verizon, following the Broadcast Incentive
                Auction
            •   Low-band spectrum is highly desirable for coverage purposes and requires fewer cell sites
            •   Mid-band and high-band spectrum are becoming increasingly more important for data intensive
                applications since they enable greater throughput.
            •   A combined Sprint and T-Mobile would have a much stronger spectrum position to compete with AT&T
                and Verizon and deploy 5G wireless.
            •   Is mmWave spectrum suitable for 5G?
                                                                                      *Source: Company data, S&P estimates

                                                                                                                                    23
U.S. Telco Capex Is Ready For Takeoff
                     $70,000                                                                                               20%

                                                       18%

                     $60,000

                                                                                                                           15%

                     $50,000

                                                                                                                           10%
                     $40,000
            US$ mm

                                                                               6%
                     $30,000
                                                                                                                           5%

                                             3%

                     $20,000

                                                                                                                           0%

                     $10,000                                                                                      -2%

                                                                                             -3%

                         $0                                                                                                -5%
                               2016   2017         2018E               2019E        2020E                 2021E

                                                      Total   Growth

      •   We expect U.S. wireless capital expenditures to increase over the next few years because of
          AT&T’s FirstNet build, Sprint spending to support the deployment of its 2.5 GHz band, and
          T-Mobile’s buildout of the 600 MHz spectrum acquired in the Broadcast Incentive Auction
      •   We expect capital spending for all the carriers will be elevated in 2019 relative to historical
          trends as they deploy their 5G networks
                                                                                    *Source: Company data, S&P estimates

                                                                                                                                 24
AT&T and Verizon Dominate The Post-Paid Market

                                                           Other, 2%
                                           T-Mobile, 15%

                                                                       Verizon, 42%

        Sprint, 12%

                                        AT&T, 29%

 *Source: Company data, S&P estimates

                                                                                      25
Pre-Paid Market Is More Fragmented
                                                        Verizon, 7%

                     Other, 31%

                                                                      AT&T, 22%

                                                                      Sprint, 12%

                                        T-Mobile, 28%

 *Source: Company data, S&P estimates

                                                                                    26
2018 Wireline Outlook
  •    We expect revenues to decline in the mid-single digit percent area or more due to the loss of voice access
       lines to wireless substitution and broadband customers to cable

  •    Additional consolidation is likely to occur as service providers try to preserve margins and stabilize the top
       line but there are fewer opportunities

  •    Recent downgrades of Windstream and Frontier highlight the some of the challenges that wireline
       companies face as well as refinancing risk. We also revised CenturyLink’s outlook to negative from stable

  •    New cloud-based technologies such as SD-WAN could pose a new threat to the industry since they are
       more flexible, open, and less expensive than traditional WAN technologies.

 Company                         CCR     Outlook      Comments
                                                      •   Agreement to purchase Level 3 pushed leverage to the mid-4x area but
                                                          acquisition has substantial strategic benefits
 CenturyLink Inc,                BB      Negative
                                                      •   Secular industry declines have hurt results in the legacy CenturyLink
                                                          markets
                                                      •   Despite modest improvement, results remain largely disappointing
                                                      •   Capital structure is unsustainable after 2021 and is dependent on
 Frontier Communications Corp.   CCC+    Negative
                                                          favorable market conditions
                                                      •   We do not believe that Frontier can meaningfully reduce its leverage
                                                      •   Company could be challenged to refinance its bank loan maturities in
                                                          2020 and 2021 on favorable terms and will likely pursue maturity
 Windstream                      CCC+    Developing       extensions that could be viewed as distressed
                                                      •   Despite improving operating and financial results, longer-term business
                                                          prospects remain weak

                                                                                                                                  27
Operating Trends

  Business Services
     Revenue from business services is declining due to competition from the cable providers and a
      migration to IP-based technologies, which have lower price points, from legacy ATM and Frame
      Relay products. Growth in SD-WAN could extend revenue declines
     Despite healthy macroeconomic conditions, telecom spending from business customers remains
      weak
     Incumbent wireline companies have also been hurt by wireless carriers turning down legacy copper
      circuits for wireless backhaul although we expect some revenue growth from the deployment of fiber
      to the towers over the next few years

  Consumer Services
     Consumer revenue trends are slightly negative as access line and DSL customer losses are partially
      offset by higher ARPU from speed upgrades and modest growth from IP-based broadband.
     Carriers continue to upgrade their networks to offer faster broadband speeds to better compete with
      cable
     The loss of higher margin legacy products and the lack of scale in video are pressuring margins

                                                                                                            28
2018 Data Center Outlook
  •      Healthy demand for data center solutions is supported by increased IT outsourcing, data growth, and hybrid
         solutions including cloud, managed services and colocation. We expect demand will keep pace with supply
         over the next few years.
  •      Substantial capital spending requirements and M&A activity are often funded with new debt in the industry,
         limiting potential meaningful improvement in overall credit metrics in 2018. Ratings reflect typically high
         leverage and negative FOCF to support expansion activity
  •      M&A will likely continue given the increasing importance of scale to connect various IT environments and
         support the edging out of data, although the large size of recent transactions limits the size of future deals.

      Company                      CCR       Outlook      Comments
                                                          • Leading scale and geographic diversity
                                                          • Attractive ecosystem of network operators, enterprises, and
      Equinix Inc.                 BB+       Positive       cloud providers
                                                          • Prolonged leverage above net leverage target of 3x-4x due to
                                                            organic expansion and recent acquisitions
                                                          • Limited competition, despite significant market concentration in
      Switch Ltd.                  BB        Stable         Las Vegas
                                                          • Industry leading leverage profile between 2x-3x
                                                          • Underperformed under CenturyLink Inc. ownership with limited
      Cyxtera DC Holdings Inc.     B         Stable
                                                            track record following carve-out in 2017
      Flexential Intermediate                             • National footprint with operations in less competitive markets
                                   B         Negative
      Corp.                                               • Elevated leverage following the acquisition of ViaWest in 2017

                                                                                                                             29
Potential Long-Term Risks To Data Centers

       Potential Risk                         Description                                              Potential Mitigant
                              An oversupply of data center capacity could    Nationwide oversupply is unlikely, favoring geographically diverse
Imbalance Of Supply And
                              lead to pricing pressure                       data center operators.
Demand

                              The industry is very capital intensive to      To the extent operators can pull back on capital spending, we believe
                              support growth initiatives, often resulting    they would generate good levels of FOCF to support leverage
It Costs Money To Make
                              in high leverage and negative FOCF             reduction
Money

                              The industry is relatively nascent             Larger operators are more likely to serve more resilient large
Limited Track Record During                                                  enterprise customers and may have better access to capital markets
Periods Of Economic Stress                                                   in an economic downturn

                              Technology changes quickly and is difficult    Software defined network still requires a physical infrastructure;
Technology Evolution Is An    to predict                                     improvements in data storage increase power requirements and
Unknown                                                                      provide additional sellable square footage

                              Power is the largest cost faced by operators   Some operators have started to explore more cost effective and
Rising Power Costs            to run and cool facilities and some energy     environmentally sustainable renewable energy sources
                              markets are deregulated

                              Enterprises may reduce their use of            Some workloads will continue to be best suited for colocation; cloud
Cannibalization To The        traditional colocation in favor of the cloud   providers are leasing space in data centers, encouraging enterprises
Cloud                                                                        to adopt hybrid cloud architecture and move off premises

                              Limited scale makes it difficult to connect    Larger operators are best positioned to take advantage of favorable
                              various IT environments, benefit from the      industry trends
                              edging out of data, and serve large
Scale Is Key                  enterprises

                                                                                                                                                     30
2018 Tower Outlook
  •       We maintain a favorable outlook for the sector based on leasing demand and lease contract amendment
          activity
  •       Near-term revenue and EBITDA growth is supported by increased network investment from wireless
          carriers driven by AT&T’s FirstNet build, Sprint’s deployment of 2.5GHz spectrum, and T-Mobile’s buildout
          of 600 MHz spectrum
  •       Consolidation in the wireless industry, including between T-Mobile US and Sprint in the U.S., could be a
          headwind although we believe the risk is largely manageable

      Company                     CCR       Outlook     Comments
                                                        •   Weaker performance in Asia due to elevated churn from carrier
                                                            consolidation in India will be a drag on results over the near-term
                                                        •   Lower relative exposure to a T-Mobile / Sprint merger at 2% of total
      American Tower Corp.        BBB-      Stable
                                                            revenue
                                                        •   Recent investments in fiber and light poles in Mexico may signal a
                                                            shift in strategy regarding small cells

                                                        •   Best positioned to benefit from 5G given investments in fiber and
                                                            small cells
      Crown Castle Inc.           BBB-      Stable
                                                        •   Higher relative exposure to a T-Mobile /Sprint merger given domestic
                                                            focus at 4% of revenue

                                                        •   More tolerance for leverage, which has hovered around 8x in recent
                                                            years
      SBA Communications Corp.    BB-       CW Pos      •   CW placement is based on our review of SBA’s business risk relative
                                                            to peers and the possibility that we will revise our thresholds for the
                                                            rating

                                                                                                                                      31
Revenue Impact of T-Mobile/Sprint on Tower Companies

American Tower (US$ mm)                       Crown Castle (US$ mm)                         SBA (US$ mm)
Domestic Site 2017 Revenue           $3,344   Domestic Site 2017 Revenue           $3,669   Domestic Site 2017 Revenue           $1,308
2017 Domestic Tower Count            40,240   2017 Domestic Tower Count            40,080   2017 Domestic Tower Count            15,979
2017 Average Domestic Tower Count    40,070   2017 Average Domestic Tower Count    40,040   2017 Average Domestic Tower Count    15,951
Site Overlap (%)                        4%    Site Overlap (%)                        5%    Site Overlap (%)                        6%
Site Overlap (#)                      1,408   Site Overlap (#)                      2,004   Site Overlap (#)                        879
Annual Revenue/ Site                $83,454   Annual Revenue/ Site                $91,633   Annual Revenue/ Site                $82,026
Potential Revenue Loss                 $118   Potential Revenue Loss                 $184   Potential Revenue Loss                  $72
Remaining Contract Term (Years)         3-4   Remaining Contract Term (Years)         5-7   Remaining Contract Term (Years)         3-6
% Of Total Revenue                      2%    % Of 2017 Total Revenue                 4%    % Of 2017 Total Revenue                 4%

•    In aggregate, we estimate that the total revenue loss for the three tower operators is about 3% of revenue and
     this does not incorporate planned small cell deployments
        – The companies stated that they would expand their combined small cell portfolio by about 40,000 sites over
            the next few years
•    We also note that losses would be spread across the remainder of lease terms which average in the 3 to 7 year
     range
•    This also does not take into account the need for network investment (i.e. new equipment to support customer
     growth and increased data traffic) to support the combined customer base

                                                                                                                                   32
Comparison: Macro Towers vs Small Cells
• Small cells are more costly to build since                                     Towers               Small Cells
  deployments generally rely on expensive fiber   Customer                Wireless Carriers     Wireless Carriers
  backhaul and typically involve several small
  cells, which are subject to the same            Construction Cost US$   $275,000              $100,000
  regulatory permitting process and fees as a
  traditional macro tower                         Time to Construct       12-24 mo.             18-24 mo.

• Margins on small cells are weaker due to high
                                                                          10 Years + 5 Year     10 Years + 5 Year
  regulatory costs and less lease-up              Initial Lease Term
                                                                          Renewal Terms         Renewal Terms
  opportunities
                                                  Contracted Escalators   ~3%                   ~3%
• We believe that margins on small cells will
  increase over time due to FCC’s efforts to
  promote American leadership in 5G and           Estimated Avg. Gross
                                                                          ~75%                  ~50%
  eliminate some of the federal oversight over    Margin (%)
  small cells making them easier and cheaper to
  deploy                                          Estimated Lease-up      1 Tenant Every 5 to   1 Tenant Every 5
                                                  Speed                   10 Years              Years
• We also believe lease-up opportunities will
                                                  Churn Profile           1-2%                  1-2%
  increase over time of small cells become
  more prevalent                                                          Capital               Capital
                                                                          Requirements,         Requirements,
                                                                          Regulatory, Zoning    Regulatory, Zoning
                                                  Barriers to Entry       and Permitting        and Permitting
                                                                          Approvals, Backhaul   Approvals, Fiber
                                                  1. Assumes 2 tenants                          Backhaul

                                                                                                                     33
2018 Fiber Outlook
  •      We expect revenues to grow at a mid-to-high single digit percent pace due to rising demand for bandwidth
  •      Demand for bandwidth, especially for wireless backhaul, driven by the usage of bandwidth intensive
         applications, such as video over IP, cloud-based applications, mobile devices (tablets and phones)
  •      While declining prices for IP transit and price-based competition from ISPs remain key themes in the
         sector, margins will improve modestly in 2018 due to ongoing industry consolidation with more traffic
         being driven on-net
  •      Robust M&A activity to continue over the near-term given the criticality of fiber to wireless, wireline, and
         cable companies

      Company                     CCR       Outlook      Comments

                                                         •   Timing of potential REIT conversion is uncertain, although we
                                                             anticipate little ratings impact, absent a change in financial policy
      Zayo Group, LLC             B+        Stable
                                                         •   Non-core CLEC operations remain a slight drag on results and sale
                                                             prospects are uncertain
                                                         •   Continues to be the low cost provider of internet connectivity
      Cogent Communications
                                  B+        Stable       •   Repeal of net neutrality could lead to lower internet traffic growth or
      Group Inc.
                                                             higher interconnection costs
                                                         •   Debt financed Interoute deal, while offering some operational benefits,
                                                             materially elevates leverage and provides limited cushion for
                                                             integration missteps at the current rating level
      GTT Communications, Inc.    B         Negative
                                                         •   Despite an increase in network ownership (60% pro forma), the
                                                             company still leases significant portions of its backbone fiber network
                                                             and last mile connections from incumbent providers

                                                                                                                                       34
Satellite Sector Discussions
                            • Industry ramp of high-throughput satellite launches will cause oversupply and pricing pressure
    Supply/Demand
                                  • Supply exceeds demand by 3:1 through 2020, with demand driven by the mobility markets
    Imbalance
                            • Company adoption of high-throughput technology is needed to remain competitive
                            • FCC proposal to free up 100MHz of C-band spectrum for 5G deployment provides a potential
                              opportunity to further monetize spectrum holdings
    C-Band Proposal                • NPRM published by the FCC on June 21st identified its various options for the C-band
    Intelsat/SES/Eutelsat   • Significant uncertainty around the timing and nature of an FCC ruling, the potential revenue
                              opportunity, and the associated cost to clear the spectrum
                                   • Potential FCC ruling by mid-2019 followed by 18-36 months to clear the spectrum

                            • M&A among satellite operators is unlikely over the next year due to differing views on valuation
                                  • EchoStar, with $3.3 billion of cash, did not make a formal offer for Inmarsat by the July 6th
                                     deadline – it is now unable to approach the company for 6 months, unless under certain
    M&A                              circumstances
                            • M&A among satellite service providers is possible over the next year given the fragmented market
                              and potential for meaningful network synergies

                            • The market for LEO satellites is relatively nascent
                                  • Iridium will complete its Next constellation in 2018
                                  • OneWeb will launch its first 10 satellites by year-end
                            • LEO satellites will primarily compliment geostationary (GEO) satellites
    Low-Earth Orbit
    (LEO) Satellites                             LEO                                                  GEO
                            • Low latency supports the Internet of Things      • Significant capacity and ability to redistribute
                            • Global coverage provides access to the             capacity to high-demand areas supports data
                              Earth’s poles                                      intensive video and broadband applications

                                                                                                                                    35
Market Segment Exposure to Satellite Oversupply

High                    Traditional Voice/Data                   •     Satellite oversupply and increased fiber alternatives
                                                                       result in pricing pressure
                                 Mobility                        •     Satellite oversupply could result in lower returns on
                                                                       investment, despite volume growth
                             Government                          •     Satellite dependent on government budgets and
                                                                       lowest price technically acceptable
                                  Media                          •     Satellite remains the most efficient way to distribute
                                                                       content for point-to-multipoint services and media
                                                                       companies have long-term contracts that range from
                                Residential
                                Broadband
                                                                       10-15 years
                                                                 •     Satellite focus on residential customers without
                                                                       terrestrial alternatives and high-throughput
Low                                                                    satellites enable greater data speeds and usage caps

  Company                            CCR      Outlook    Traditional   Mobility    Residential      Media      Government
                                                         Voice/Data                Broadband
  Intelsat S.A.                      CCC+     Negative   High          Low         Low              Medium     Medium
  Hughes Satellite Systems Corp.     BB       Stable     N.M.          Low         High             Low        Medium
  ViaSat Inc.                        BB-      Stable     N.M.          Low         High             N.M.       High
  Iridium Communications Inc.        B-       Negative   High          Medium      N.M.             N.M.       Medium

                                                                                                                            36
S&P U.S. Telecom Sector Team

Analyst                Title     Phone Number            Email Address                   Sector Coverage

                     Senior
Michael Altberg                  (212) 438-3950   michael.altberg@spglobal.com
                     Director

Chris Mooney, CFA    Director    (212) 438-4240   chris.mooney@spglobal.com

                     Associate
Rose Askinazi, CFA               (212) 438-0354   rose.askinazi@spglobal.com      Cable, Satellite, Data Centers
                      Director

William Savage       Associate   (212) 438-0259   william.savage@spglobal.com

Allyn Arden, CFA     Director    (212) 438-7832    allyn.arden@spglobal.com
                                                                                 Wireless, Wireline, Fiber, Cable,
                     Associate                                                               Towers
Ryan Gilmore                     (212) 438-0602    ryan.gilmore@spglobal.com
                      Director

                                                                                                                37
Analyst                        Title     Phone Number                 Email Address                           Sector Coverage

Allyn Arden, CFA           Director     (212) 438-7832          allyn.arden@spglobal.com

                           Associate                                                                      Cable, Satellite, Towers,
Ryan Gilmore                            (212) 438-0602          ryan.gilmore@spglobal.com
                            Director                                                                        Wireless, Wireline

William Savage             Associate    (212) 438-0259         william.savage@spglobal.com

 Wireless                                                           Wireline/Infrastructure (Continued)
 Verizon Communications Inc.                 BBB+/STABLE/A-2        TVC Albany, Inc.                          B-/STABLE/--
 AT&T Inc.                                   BBB/STABLE/A-2         Onvoy LLC                                 B-/STABLE/--
 T-Mobile US Inc.                            BB+/CW NEG/--
                                                                    Frontier Communications Corp.             CCC+/NEGATIVE/--
 Sprint Corp.                                B/CW POS/--

 Wireline/Infrastructure                                            Cable & Satellite
 CenturyLink Inc.                            BB/NEG/--              Cox Enterprises Inc.                      BBB/STABLE/A-2
 AP Teleguam Holdings Inc.                   B+/STABLE/--           Cable One Inc.                            BB/STABLE/--
 Cogent Communications Group Inc.            B+/STABLE/--           MidContinent Communications               BB-/STABLE/--
 Consolidated Communications Holdings Inc.   B+/STABLE/--           GCI LLC                                   B/STABLE/--
 Hargray Holdings LLC                        B+/STABLE/--           WideOpenWest Finance LLC                  B/STABLE/--
 Zayo Group LLC                              B+/STABLE/--
 Cincinnati Bell Inc.                        B/STABLE/--            Towers
 Logix Intermediate Holdings Corp.           B/STABLE/--            American Tower Corp.                      BBB-/STABLE/--
 Masergy Holdings Inc.                       B/STABLE/--            Crown Castle International Corp.          BBB-/STABLE/--
 MTN Infrastructure TopCo Inc.               B/STABLE/--            SBA Communications Corp.                  BB-/CW POS/--
 U.S. TelePacific Holdings Corp.             B/STABLE/--
 GTT Communications Inc.                     B/NEGATIVE/--          Miscellaneous
 Uniti Group Inc.                            CCC+/DEV/--            Aerial Parent Inc.                        B+/STABLE/--
 Windstream Holdings Inc.                    CCC+/DEV/--            West Corp.                                B/STABLE/--
 Fusion Telecommunications Intl Inc.         B/NEGATIVE/--          Syniverse Holdings Inc.                   B/STABLE/--
                                                                    Premiere Global Services Inc.             B/NEGATIVE/--
                                                                    Sitel Worldwide Corp.                     B/STABLE/--
                                                                    IPC Corp.                                 B-/NEGATIVE/--

                                                                                                                                      38
Analyst                       Title        Phone Number               Email Address                         Sector Coverage

Chris Mooney, CFA           Director       (212) 438-4240      chris.mooney@spglobal.com
                           Associate                                                                 Cable, Satellite, Infrastructure,
Rose Askinazi, CFA                         (212) 438-0354      rose.askinazi@spglobal.com
                            Director                                                                      Wireless, Wireline
William Savage             Associate       (212) 438-0259      william.savage@spglobal.com

  Cable & Satellite                                                Infrastructure (Continued)
  Charter Communications Inc.                BB+/STABLE/--         Internap Network Services Corp.          B/STABLE/--
  Mediacom Communications Corp.              BB/POSITIVE/--        Flexential Intermediate Corp.            B/NEGATIVE/--
  Block Communications Inc.                  BB-/STABLE/--         Ensono L.P.                              B-/POSITIVE/--
  Cogeco Communications (USA) Inc.           BB-/STABLE/--         Cequel Data Centers L.P.                 B-/STABLE/--
  Altice USA, Inc.                           B+/POSITIVE/--        DataBridge Parent Inc.                   B-/STABLE/--
  DISH Network Corp.                         B/NEGATIVE/--         Gogo Inc.                                CCC+/NEGATIVE/--
  Radiate Holdco LLC                         B/STABLE/--           Iridium Communications Inc.              B-/NEGATIVE/--
  Liberty Cablevision of Puerto Rico LLC     B/NEGATIVE/--         Intelsat S.A.                            CCC+/Negative/--

  Infrastructure                                                   Miscellaneous
  Equinix Inc.                               BB+/POSITIVE/--       Amdocs Ltd.                              BBB/STABLE/--
  Hughes Satellite Systems Corp.             BB/STABLE/--          CSG Systems International Inc.           BB+/STABLE/--
  Switch Ltd.                                BB/STABLE/--          Telephone and Data Systems Inc.          BB/STABLE/--
  ViaSat Inc.                                BB-/STABLE/--         TNS Inc.                                 B+/NEGATIVE/--
  Rackspace Hosting Inc.                     B+/STABLE/--          Global Tel*Link Corp.                    B/STABLE/--
  Orbcomm Inc.                               B/POSITIVE/--         Securus Holdings Inc.                    B/NEGATIVE/--
  Cologix Holdings Inc.                      B/STABLE/--           iQor Holdings Inc.                       B/NEGATIVE/--
  Cyxtera DC Holdings Inc.                   B/STABLE/--
  Global Eagle Entertainment Inc.            B-/NEGATIVE/--

                                                                                                                                     39
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