General Development of Business
−Removed: Liberty Broadband Corporation (“Liberty Broadband,” “the Company,” “us,” “we,” or “our”) is primarily comprised of GCI Holdings, a wholly owned subsidiary, and an equity method investment in Charter.
+Added: Liberty Broadband Corporation (“Liberty Broadband,” “the Company,” “us,” “we,” or “our”) is primarily comprised of an equity method investment in Charter.
During May 2014, the board of directors of Liberty Media Corporation and its subsidiaries (“Liberty”) authorized management to pursue a plan to spin-off to its stockholders common stock of a wholly owned subsidiary, Liberty Broadband, and to distribute subscription rights to acquire shares of Liberty Broadband’s common stock (the “Broadband Spin-Off”).
Liberty Broadband was formed in 2014 as a Delaware corporation.
−Removed: On December 18, 2020, GCI Liberty, Inc.
−Removed: (“GCI Liberty”), the parent company of GCI Holdings, was acquired by Liberty Broadband.
−Removed: On November 12, 2024, the Company entered into a definitive agreement (the “Merger Agreement”) under which Charter has agreed to acquire Liberty Broadband (the “Combination”, together with other transactions contemplated by the Merger Agreement, the “Transactions”).
−Removed: Under the terms of the Merger Agreement, each holder of Liberty Broadband Series A common stock, Series B common stock, and Series C common stock (collectively, “Liberty Broadband common stock”) will receive 0.236 of a share of Charter Class A common stock per share of Liberty Broadband common stock held, with cash to be issued in lieu of fractional shares.
−Removed: Each holder of Liberty Broadband Series A cumulative redeemable preferred stock (“Liberty Broadband preferred stock”) will receive one share of newly issued Charter Series A cumulative redeemable preferred stock (“Charter preferred stock”) per share of Liberty Broadband preferred stock held.
−Removed: The Charter preferred stock will substantially mirror the current terms of the Liberty Broadband preferred stock, including a mandatory redemption date of March 8, 2039.
−Removed: As a condition to closing the Combination, Liberty Broadband has agreed to divest the business of GCI (the “GCI business”) by way of a distribution to the holders of Liberty Broadband common stock prior to the closing of the Combination (the “GCI Divestiture”).
−Removed: The GCI Divestiture is expected to be taxable to Liberty Broadband and its stockholders, with Charter bearing the corporate level tax liability upon completion of the Combination.
−Removed: However, to the extent such corporate level tax liability exceeds $420 million, Charter will be entitled under a tax receivables agreement to the portion of the tax benefits realized by GCI corresponding to such excess.
−Removed: The companies currently expect the Combination to close on June 30, 2027 unless otherwise agreed, subject to the completion of the GCI Divestiture and other customary closing conditions.
−Removed: As a result of the Transactions, as of November 12, 2024, Charter expects to retire the approximately 45.6 million shares of Charter Class A common stock owned by Liberty Broadband as of that date and to issue approximately 34.0 million shares of Charter Class A common stock to holders of Liberty Broadband common stock at the closing, resulting in a net decrease of approximately 11.5 million shares of Charter Class A common stock outstanding.
−Removed: As of November 12, 2024, Liberty Broadband had existing debt of $2.6 billion (excluding debt at GCI) that will be repaid prior to closing or assumed by Charter, and $180 million in aggregate liquidation preference of Liberty Broadband preferred stock that will be converted into an equal amount of Charter preferred stock in the Combination.
−Removed: In addition, in connection with the entry into the Merger Agreement, Charter, Liberty Broadband and Advance/Newhouse Partnership (“A/N”) entered into an amendment (the “Stockholders and Letter Agreement Amendment”) to (i) that certain Second Amended and Restated Stockholders Agreement, dated as of May 23, 2015 (as amended, the “Stockholders Agreement”), by and among Charter, Liberty Broadband, and A/N, and (ii) that certain Letter Agreement, dated as of February 23, 2021 (the “Letter Agreement”), by and between Charter and Liberty Broadband.
−Removed: Pursuant to the Stockholders and Letter Agreement Amendment, each month during the pendency of the proposed Transactions under the Merger Agreement, Charter will repurchase shares of Charter Class A common stock from Liberty Broadband in an amount equal to the greater of (i) $100 million and (ii) an amount such that immediately after giving effect thereto, Liberty Broadband would have sufficient cash to satisfy certain obligations as set forth in the Stockholders and Letter Agreement Amendment and Merger Agreement, provided that if any repurchase would reduce Liberty Broadband’s equity interest in Charter below 25.25% after giving effect to such repurchase or if all or a portion of such repurchase is not permitted under applicable law, then Charter shall instead loan to Liberty Broadband an amount equal to the lesser of (x) the repurchase amount that cannot be repurchased and (y) an agreed minimum liquidity threshold as set forth in the Stockholders and Letter Agreement Amendment less the repurchase amount that is repurchased, with such loan to occur on the terms set forth in the Stockholders and Letter Agreement Amendment.
−Removed: Liberty Broadband will remain subject to the existing voting cap of 25.01% as described in Part I, Item 1.
−Removed: “Business – Ownership Interests.” Proceeds from share repurchases applied to debt service are expected to be tax free.
−Removed: At the virtual special meeting held on February 26, 2025, the requisite holders of Liberty Broadband’s Series A common stock, Series B common stock and Series A cumulative redeemable preferred stock, approved the adoption of the Merger Agreement, pursuant to which, among other things, Liberty Broadband will combine with Charter and divest of the GCI business.
+Added: On December 18, 2020, the original GCI Liberty, Inc.
+Added: (“prior GCI Liberty”), the previous parent company of GCI, was acquired by Liberty Broadband.
+Added: Through a number of prior years’ transactions, Liberty Broadband has acquired an interest in Charter.
+Added: Liberty Broadband controls 25.01% of the aggregate voting power of Charter as described below in “Business – Ownership Interests.”
+Added: In July 2025, Liberty Broadband and its subsidiaries completed an internal reorganization preceding the GCI Divestiture (as defined below) to transfer the GCI Business (as defined below) to GCI Liberty, Inc.
+Added: (“GCI Liberty”).
+Added: Following the internal reorganization, GCI Liberty owns, directly or indirectly, GCI, LLC and the operations comprising, and the entities that conduct, the GCI Business (collectively, “GCI”).
+Added: GCI Liberty was a wholly owned subsidiary of Liberty Broadband until the GCI Divestiture, which was completed on July 14, 2025.
+Added: GCI Liberty is presented as a discontinued operation in the Company’s consolidated financial statements.
+Added: See note 2 to the accompanying consolidated financial statements for details of the GCI Divestiture.
In connection with the Broadband Spin-Off, Liberty and Liberty Broadband entered into certain agreements in order to govern certain of the ongoing relationships between the two companies after the Broadband Spin-Off and to provide for an orderly transition, including a tax sharing agreement, services agreement and a facilities sharing agreement.
−Removed: Additionally, in connection with a prior transaction, GCI Liberty and QVC Group, Inc., formerly Qurate Retail, Inc.
−Removed: (“QVC Group”) entered into a tax sharing agreement, which was assumed by Liberty Broadband as a result of the combination of GCI Liberty and Liberty Broadband.
+Added: Additionally, in
+Added: connection with a prior transaction, prior GCI Liberty and QVC Group, Inc., formerly Qurate Retail, Inc.
+Added: (“QVC Group”), entered into a tax sharing agreement, which was assumed by Liberty Broadband as a result of the combination of prior GCI Liberty and Liberty Broadband.
The tax sharing agreement provides for the allocation and indemnification of tax liabilities and benefits between QVC Group and Liberty Broadband and other agreements related to tax matters.
2 unchanged sentences
Liberty Broadband reimburses Liberty for direct, out-of-pocket expenses incurred by Liberty in providing these services which are negotiated semi-annually, as necessary.
−Removed: Pursuant to the services agreement, in connection with Liberty’s employment arrangement with Gregory B.
−Removed: Maffei, the Company’s President and Chief Executive Officer through 2024, components of Mr.
−Removed: Maffei’s compensation were either paid directly to him or reimbursed to Liberty, based on allocations set forth in the services agreement.
−Removed: For the years ended December 31, 2024, 2023 and 2022, the allocation percentage for Liberty Broadband was 23%, 23% and 33%, respectively.
+Added: Recent Events
+Added: On November 12, 2024, the Company entered into a definitive agreement (the “Merger Agreement”) under which Charter has agreed to acquire Liberty Broadband (the “Combination”, together with the other transactions contemplated by the Merger Agreement, the “Transactions”).
+Added: Under the terms of the Merger Agreement, each holder of Liberty Broadband Series A common stock (“LBRDA”), Series B common stock (“LBRDB”), and Series C common stock (“LBRDK”) (collectively, “Liberty Broadband common stock”) will receive 0.236 of a share of Charter Class A common stock per share of Liberty Broadband common stock held, with cash to be paid in lieu of fractional shares.
+Added: Each holder of Liberty Broadband Series A cumulative redeemable preferred stock (“Liberty Broadband preferred stock”) will receive one share of newly issued Charter Series A cumulative redeemable preferred stock (“Charter preferred stock”) per share of Liberty Broadband preferred stock held.
+Added: The Charter preferred stock will substantially mirror the current terms of the Liberty Broadband preferred stock, including a mandatory redemption date of March 8, 2039.
+Added: At the special meeting held on February 26, 2025, the requisite holders of LBRDA, LBRDB and Liberty Broadband preferred stock approved the adoption of the Merger Agreement, pursuant to which, among other things, Liberty Broadband will combine with Charter and divested the business of GCI (the “GCI Business”).
+Added: As discussed above, as a condition to closing the Combination, Liberty Broadband agreed to divest the GCI Business by way of a distribution to the holders of Liberty Broadband common stock (the “GCI Divestiture”), which was completed on July 14, 2025.
+Added: The GCI Divestiture was taxable to Liberty Broadband and its stockholders, with Charter bearing the corporate level tax liability upon completion of the Combination.
+Added: If such corporate level tax liability exceeded $420 million, Liberty Broadband (and Charter upon completion of the Combination) would be entitled under a tax receivables agreement to the portion of the tax benefits realized by GCI Liberty corresponding to such excess;
+Added: however, the corporate level tax liability from the GCI Divestiture is estimated to be significantly less than $420 million.
+Added: In addition, in connection with the entry into the Merger Agreement, Charter, Liberty Broadband and Advance/Newhouse Partnership (“A/N”) entered into an amendment (the “Stockholders and Letter Agreement Amendment”) to (i) that certain Second Amended and Restated Stockholders Agreement, dated as of May 23, 2015 (as amended, the “Stockholders Agreement”), by and among Charter, Liberty Broadband, and A/N, and (ii) that certain Letter Agreement, dated as of February 23, 2021 (the “Letter Agreement”), by and between Charter and Liberty Broadband.
+Added: Pursuant to the Stockholders and Letter Agreement Amendment, each month during the pendency of the proposed Transactions under the Merger Agreement, Charter is intended to repurchase shares of Charter Class A common stock from Liberty Broadband in an amount equal to the greater of (i) $100 million and (ii) an amount such that immediately after giving effect thereto, Liberty Broadband would have sufficient cash to satisfy certain obligations as set forth in the Stockholders and Letter Agreement Amendment and Merger Agreement, provided that if any repurchase would reduce Liberty Broadband’s equity interest in Charter below 25.25% after giving effect to such repurchase or if all or a portion of such repurchase is not permissible, then Charter shall instead loan to Liberty Broadband an amount equal to the lesser of (x) the repurchase amount that cannot be repurchased and (y) an agreed minimum liquidity threshold as set forth in the Stockholders and Letter Agreement Amendment less the repurchase amount that is repurchased, with such loan to occur on the terms set forth in the Stockholders and Letter Agreement Amendment, in each case, subject to certain conditions.
+Added: Liberty Broadband will remain subject to the existing voting cap of 25.01% as described below in “Business – Ownership Interests.” Proceeds from share repurchases applied to debt service are expected to be tax free.
+Added: On May 16, 2025, Charter and Cox announced that they entered into a definitive agreement (the “Cox Transaction Agreement”) to combine their businesses (the “Cox Transactions”).
+Added: In connection with this transaction, Liberty Broadband has agreed to accelerate the closing of the Combination to occur contemporaneously with the Cox Transactions.
+Added: There are no changes to any other transaction terms of the pending Liberty Broadband and Charter transaction.
+Added: In connection with the GCI Divestiture, Martin E.
+Added: Patterson was appointed to the role of President and Chief Executive Officer of Liberty Broadband, effective July 14, 2025.
+Added: Upon effectiveness of Mr.
+Added: Patterson’s appointment, John C.
+Added: Malone resigned as President and Chief Executive Officer but remains Chairman of the Board.
+Added: GCI Divestiture
+Added: On June 19, 2025, Liberty Broadband entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”), whereby, subject to the terms thereof, GCI Liberty, a Nevada corporation and a wholly owned subsidiary of Liberty Broadband, would spin-off from Liberty Broadband.
+Added: Pursuant to the Separation and Distribution Agreement, the GCI Divestiture was accomplished by means of a distribution by Liberty Broadband of 0.20 of a share of GCI Liberty’s Series A, B and C GCI Group common stock (collectively, the “GCI Group common stock”), for each whole share of the corresponding series of Liberty Broadband common stock held as of June 30, 2025 by the holder thereof.
+Added: The distribution of the GCI Group common stock was completed on July 14, 2025.
+Added: As a result of the GCI Divestiture, GCI Liberty is an independent, publicly traded company and its businesses, assets and liabilities initially consisted of 100% of the outstanding equity interests in GCI.
+Added: In connection with the GCI Divestiture, Liberty Broadband entered into certain agreements with GCI Liberty, including the Separation and Distribution Agreement, pursuant to which, among other things, Liberty Broadband and GCI Liberty will indemnify each other against certain losses that may arise, a tax sharing agreement (the “GCI Tax Sharing Agreement”) and a tax receivables agreement (the “GCI Tax Receivables Agreement”).
+Added: The GCI Tax Sharing Agreement governs the allocation of taxes, tax benefits, tax items and tax-related losses between Liberty Broadband and GCI Liberty, and the GCI Tax Receivables Agreement governs the respective rights and obligations of Liberty Broadband and GCI Liberty with respect to certain tax matters.
+Added: As the GCI Divestiture represents a strategic shift that had a major effect on Liberty Broadband’s operations and financial results, GCI Liberty is presented as a discontinued operation from the GCI Divestiture date.
Description of Business
−Removed: The following table identifies the Company’s more significant subsidiaries and minority investments:
−Removed: Consolidated Subsidiaries
−Removed: Equity Method Investments
Charter Communications, Inc.
−Removed: GCI Holdings, a wholly owned subsidiary of the Company, provides a full range of data, wireless, video, voice, and managed services to residential customers, businesses, governmental entities, and educational and medical institutions primarily in Alaska under the GCI brand.
−Removed: Due to the unique nature of the markets it serves, including harsh winter weather and remote geographies, its customers rely extensively on its systems to meet their communication and entertainment needs.
−Removed: Since its founding in 1979 as a competitive long distance provider, GCI Holdings has consistently expanded its product portfolio and facilities to become the leading integrated communication services provider in markets it serves.
−Removed: Its facilities include redundant and geographically diverse digital undersea fiber optic cable systems linking its Alaska terrestrial networks to the networks of other carriers in the lower 48 contiguous states and a statewide wireless network.
−Removed: Throughout its history, GCI Holdings has successfully added and expects to continue to add new products to its product portfolio.
−Removed: GCI Holdings has a demonstrated history of new product evaluation, development and deployment for its customers, and it continues to assess revenue-enhancing opportunities that create value for its customers.
−Removed: Where feasible and where economic analysis supports geographic expansion of its network coverage, it is currently pursuing or expects to pursue opportunities to increase the scale of its facilities, enhance its ability to serve existing customers’ needs and attract new customers.
−Removed: Additionally, due to the unique market conditions in Alaska, GCI Holdings, and in some cases its customers, participate in several federally (and to a lesser extent locally) subsidized programs designed to financially support the implementation and purchase of telecommunications services in high cost areas.
−Removed: With these programs, GCI Holdings has been able to expand its network into previously undeveloped areas of Alaska and offer comprehensive communications services in many rural parts of the state where it would not otherwise be able to construct facilities within appropriate return-on-investment requirements.
−Removed: As part of GCI Holdings’ expansion initiatives, it actively pursues government grants designed to help fund rural expansion.
−Removed: In current and prior years, the Company has been awarded, as either the recipient or subrecipient, federal government grants to construct broadband infrastructure to unserved and underserved communities in rural Alaska.
−Removed: During the years ended December 31, 2024 and 2023, the Company was awarded a total of $30 million and $38 million, respectively, in federal grants.
−Removed: GCI Holdings’ revenue was comprised of the following:
−Removed: Years ended December 31,
−Removed: Data services
−Removed: Wireless services
−Removed: Other services
−Removed: GCI Holdings sells new and enhanced services and products to its existing customer base to achieve increased revenue and penetration of its services.
−Removed: Through close coordination of its customer service and sales and marketing efforts, its customer service representatives suggest to its customers other services they can purchase or enhanced versions of services they already purchase.
−Removed: Many calls into the customer service centers or visits into one of the retail stores result in sales of additional services and products.
−Removed: GCI Holdings has empowered its customer service representatives to handle most service issues and questions on a single call.
−Removed: GCI Holdings prioritizes its customer services to expedite handling of its most valuable customers’ issues, particularly for its largest commercial customers.
−Removed: GCI Holdings believes its integrated approach to customer service, including service set-up, programming various network databases with the customer’s information, installation, and ongoing service, allows it to provide a customer experience that fosters customer loyalty.
−Removed: GCI Holdings continues to expand and evolve its integrated network for the delivery of its services.
−Removed: For its existing network, GCI Holdings’ bundled strategy and integrated approach to serving customers creates efficiencies of scale and maximizes network utilization.
−Removed: By offering multiple services, GCI Holdings is better able to leverage its network assets and increase returns on its invested capital.
−Removed: GCI Holdings periodically evaluates its network assets and continually monitors technological developments that it can potentially deploy to increase network efficiency and performance.
−Removed: GCI Holdings holds a number of federally registered service marks used by its business.
−Removed: It owns two utility patents issued in 2017 pertaining to device diagnostics and network connectivity.
−Removed: The Communications Act of 1934, as amended (the "Communications Act"), gives the FCC the authority to license and regulate the use of the electromagnetic spectrum for radio communications.
−Removed: GCI Holdings holds licenses for its satellite and microwave transmission facilities for provision of long-distance services, and for its submarine cable landings.
−Removed: GCI Holdings holds various licenses for wireless spectrum.
−Removed: These licenses may be revoked and license renewal applications may be denied for cause.
−Removed: However, GCI Holdings expects these licenses to be renewed in due course when, at the end of the license period, a renewal application will be filed.
−Removed: GCI Holdings has licenses for earth stations that are generally licensed for fifteen years.
−Removed: The FCC also issues a single blanket license for a large number of earth stations operating in specific frequency bands.
−Removed: Its operations may require additional licenses in the future.
−Removed: GCI Holdings is certified through the Regulatory Commission of Alaska ("RCA") to provide local, long distance, and video service by Certificates of Public Convenience and Necessity (“CPCN”).
−Removed: These CPCNs are nonexclusive certificates defining each authorized service area.
−Removed: Although CPCNs have no stated expiration date, they may be revoked due to cause.
−Removed: Network Services Facilities.
−Removed: GCI Holdings operates an advanced, diverse communications network providing data, mobile, video, voice, and managed services to consumer, business, government, and carrier customers throughout Alaska.
−Removed: GCI Holdings serves urban and rural Alaska utilizing a combination of fiber, microwave, and satellite technologies.
−Removed: GCI Holdings is currently expanding its fiber network to the Aleutian Chain and has launched urban-level service in the region.
−Removed: GCI Holdings’ extensive use of microwave and satellite technologies also enables it to deliver connectivity to some of Alaska’s most-remote communities.
−Removed: GCI Holdings owns and operates a statewide wireless network providing voice and data services to Alaskans.
−Removed: Its statewide wireless network provides fifth generation (“5G”) data service, 4G Long Term Evolution (“LTE”) voice and data
−Removed: service, EVDO, 3G UMTS/HSPA+, 2G CDMA, and 2G GSM/EDGE service.
−Removed: It continues to expand and upgrade these services to provide a modern network for Alaska.
−Removed: GCI Holdings’ dedicated internet access and suite of managed services, including voice, WiFi, firewall, detection and response operate on the highest-capacity backbone in Alaska, with numerous peering partners in Seattle and Portland.
−Removed: The availability and quality of service, as well as statistical information on traffic loading, are continuously monitored for quality assurance.
−Removed: The management platform has the capability to remotely access network elements and service end-points, permitting changes in configuration without the need to physically be at the service end-point.
−Removed: This management platform allows GCI Holdings to offer network monitoring and management services to businesses and governmental entities.
−Removed: GCI Holdings’ video businesses are located throughout Alaska.
−Removed: Its facilities include hybrid-fiber-coax plant and head-end distribution equipment.
−Removed: The majority of its locations on the fiber routes are served from head-end distribution equipment in Anchorage.
−Removed: GCI Holdings has announced that it plans to exit the video business in 2025, subject to regulatory approvals.
−Removed: Charter Communications, Inc.
−Removed: Charter is a leading broadband connectivity company and cable operator with services available to an estimated 57 million homes and businesses in 41 states through its Spectrum ® brand.
−Removed: Over an advanced communications network, Charter offers a full range of state-of-the-art residential and business services including Spectrum Internet ® , TV, Mobile and Voice.
−Removed: For small and medium-sized companies, Spectrum Business ® delivers the same suite of broadband products and services coupled with special features and applications to enhance productivity, while for larger businesses and government entities, Spectrum Enterprise ® provides highly customized, fiber-based solutions.
−Removed: Spectrum Reach ® delivers tailored advertising and production for the modern media landscape.
−Removed: Charter also distributes award-winning news coverage and sports programming to its customers through Spectrum Networks.
−Removed: Charter’s strategy is focused on utilizing its high bandwidth connectivity network to deliver high-quality, competitively priced products, with outstanding service, allowing Charter to increase both the number of customers it serves over its network and the number of products it sells to each customer.
−Removed: This combination also reduces the number of service transactions Charter performs per relationship, yielding higher customer satisfaction and lower customer churn, which results in lower costs to acquire and serve customers and greater profitability.
−Removed: Charter continues to evolve its connectivity network to offer symmetrical and multi-gigabit Internet speeds across its entire footprint and has launched symmetrical Internet service in eight markets and 2x1 Gbps service in two markets.
−Removed: Advanced WiFi, a managed WiFi service that provides customers an optimized home network while providing greater control of connected devices with enhanced security and privacy, is available to all Internet customers.
−Removed: Spectrum Mobile ® is available to all new and existing Internet customers and offers plans that include 5G access, do not require contracts and include taxes and fees in the price.
−Removed: Charter continues to innovate its video product and recently transformed all of its affiliation agreements with major programmers.
−Removed: These new agreements give Charter greater overall packaging flexibility and the ability to include the ad-supported versions of programmer streaming applications within its video packages along with the ability to upgrade to ad-free versions and to sell those applications to customers a la carte for a seamless entertainment experience.
+Added: Charter is a leading broadband connectivity company with services available to 58 million homes and small to large businesses across 41 states through its Spectrum ® brand.
+Added: Founded in 1993, Charter has evolved from providing cable TV to streaming, and from high-speed Internet to a converged broadband, WiFi and mobile experience.
+Added: Over the Spectrum Fiber Broadband Network and supported by its 100% United States (“U.S.”)-based employees, Charter offers Seamless Connectivity and Entertainment with Spectrum Internet ® , Mobile, TV and Voice products.
+Added: Charter’s strategy is focused on utilizing its fiber-powered network to deliver high-quality, competitively priced products, with outstanding service, allowing Charter to increase both the number of customers it serves over its network and the number of products it sells to each customer.
+Added: This combination also reduces the number of service transactions Charter performs per relationship, yielding higher customer satisfaction and lower customer churn, which results in lower costs to acquire and serve customers and drives greater profitability.
+Added: Charter offers Spectrum Internet products with speeds up to 1 gigabits per second (“Gbps”) across its entire footprint and multi-gigabit speeds in a portion of its footprint.
+Added: Charter continues to upgrade its connectivity network, and Charter will offer symmetrical and multi-gigabit Internet speeds across its entire footprint in the next several years.
+Added: Advanced WiFi, a managed WiFi service that provides customers an optimized home network while providing greater control of connected devices with enhanced security and privacy, is available to all of Charter’s Internet customers.
+Added: Spectrum Mobile ® is available to all new and existing Spectrum Internet customers and offers plans that include fifth generation (“5G”) access, do not require contracts and include taxes and fees in the price.
+Added: Charter continues to innovate its video product and has transformed all of its affiliation agreements with major programmers.
+Added: These new agreements give Charter greater overall packaging flexibility and the ability to
+Added: include the ad-supported versions of key programmer streaming applications, at no extra cost, within its video packages along with the ability to upgrade to ad-free versions and to sell those applications to customers à la carte for a seamless entertainment experience.
Together with Charter’s Xumo Stream Boxes (“Xumo”), its goal is to deliver utility and value for customers, irrespective of how they want to view content, and better and more stable economics for its programming partners and Charter.
Pricing & Packaging and Customer Commitments
−Removed: Charter’s fully deployed high-bandwidth network offers ubiquitous and seamless connectivity products.
−Removed: It removes barriers and creates opportunities for customers, in every aspect of their lives, which led Charter to its new brand platform, Life Unlimited ™ .
−Removed: As part of the new brand platform, which launched in the fall of 2024, Charter also launched a new, simplified pricing strategy that better utilizes its seamless connectivity and entertainment products to offer lower promotional and persistent bundled pricing to drive customer and financial growth.
−Removed: Additionally, Charter announced new customer commitments, focused on reliable connectivity, transparency, exceptional service and a focus on always improving.
−Removed: Through reliable connectivity,
−Removed: Charter is committed to keeping its customers connected 100% of the time and promptly resolving issues.
−Removed: Transparency at every step means Charter is committed to clear and simple pricing and timely service updates, and Charter will take responsibility when things go wrong.
−Removed: Through exceptional service, Charter is committed to providing exceptional customer experiences.
+Added: Charter’s fully deployed fiber-powered network offers ubiquitous and seamless connectivity products.
+Added: It removes barriers and creates opportunities for customers, in every aspect of their lives.
+Added: Charter’s brand platform, Life Unlimited ™ , emphasizes the power of its advanced network and cutting-edge connectivity products and services, and its simplified pricing strategy better utilizes its seamless connectivity and entertainment products to offer lower promotional and persistent bundled pricing to drive growth.
+Added: Additionally, Charter’s customer commitments focus on reliable connectivity, transparency, exceptional service and always improving.
+Added: Through reliable connectivity, Charter is committed to keeping its customers connected 100% of the time and promptly resolving issues.
+Added: Transparency at every step means Charter provides clear and simple pricing and timely service updates, and Charter takes responsibility when things go wrong.
+Added: Through exceptional service, Charter provides exceptional customer experiences.
And finally, always improving means Charter acts on its customers' feedback to improve its products and customer service.
1 unchanged sentence
Charter’s network and product evolution plan continues to progress, with a clear path to delivering symmetrical and multi-gig speeds to its customers across its footprint, meeting the needs of today and anticipating the growing demand for faster speeds for years to come.
−Removed: Charter continues to expand the capacity of its hybrid fiber coaxial network using a number of technologies, including spectrum expansion, initially to 1.2 GHz and then to 1.8 GHz, changing the bandwidth allocation to a “high split” to increase upstream speeds, Distributed Access Architecture ("DAA") and DOCSIS 4.0 technology.
−Removed: Through this process, which Charter expects to complete in 2027, it will transform its network to enable multi-gigabit data speeds to customers.
−Removed: Those faster speeds will be offered in conjunction with the Spectrum Mobile product and Advanced WiFi, providing customers seamless and convenient, ultra-fast converged connectivity in attractively priced packages.
−Removed: Since inception in the beginning of 2022, Charter has spent $5.5 billion on its subsidized rural construction initiative and activated approximately 813,000 passings.
−Removed: Rural builds present strategic footprint expansion opportunities to unserved and underserved passings.
−Removed: Charter’s rural investments will allow Charter to offer a suite of broadband connectivity services, including fixed Internet, WiFi and mobile to unserved areas in states where it currently operates.
−Removed: To accomplish all of this, Charter has invested in new teams, new training and new equipment.
+Added: Charter continues to expand the capacity of its fiber-powered network using a number of technologies, including spectrum expansion, initially to 1.2 gigahertz (“GHz”) and then to 1.8 GHz, changing the bandwidth allocation to a “high split” to increase upstream speeds, Distributed Access Architecture ("DAA") and DOCSIS 4.0 technology.
+Added: Through this process, which Charter expects to be largely complete by the end of 2027, it will transform its network to offer much faster Internet speeds.
+Added: Those faster Internet speeds will be offered in conjunction with the Spectrum Mobile product and Advanced WiFi, providing customers seamless and convenient, ultra-fast converged connectivity in attractively priced packages.
+Added: Since inception in the beginning of 2022, Charter has spent $7.7 billion on its subsidized rural construction initiative and activated approximately 1.3 million passings.
+Added: Rural footprint builds present strategic network expansion opportunities to deliver service to unserved and underserved passings.
+Added: Charter’s rural investments allow Charter to offer a suite of broadband connectivity services, including fixed Internet, WiFi and mobile to unserved areas in states where it currently operates.
+Added: To accomplish all of this, Charter has invested in new construction teams and new equipment.
These investments will allow Charter to generate long-term infrastructure-style returns by taking further advantage of Charter’s scale efficiencies, network quality and construction capabilities, while offering its high-quality products and services to more homes and businesses.
Products and Services
−Removed: Charter offers its customers subscription-based Internet, video, mobile and voice services, with prices and related charges based on the types of service selected, whether the services are sold as a “bundle” or on an individual basis, and based on the equipment necessary to receive Charter’s services.
−Removed: Bundled services, including some combination of Charter’s Internet, video, mobile and/or voice products, are available to substantially all of Charter’s passings.
−Removed: The following table from Charter’s Form 10-K for the year ended December 31, 2024 summarizes Charter’s customer statistics for Internet, video, mobile and voice as of December 31, 2024 and 2023 (in thousands except per customer data and footnotes).
+Added: Charter offers its customers subscription-based Internet, mobile, video and voice services, with prices and related charges based on the types of service selected, whether the services are sold as a “bundle” or on an individual basis, and based on the equipment necessary to receive Charter’s services.
+Added: Bundled services, including some combination of Charter’s Internet, mobile, video and/or voice products, are available to substantially all of Charter’s passings.
+Added: To better reflect the converged and integrated nature of Charter’s business and operations, in the fourth quarter of 2025, Charter revised its customer relationship statistics to include all mobile customers, including mobile-only customers, and have added information on total connectivity customers, which represent all customers receiving Charter’s Internet and/or mobile connectivity services.
+Added: In addition, in the fourth quarter of 2025, certain reporting policies related to mobile lines were revised to better align with other Charter services.
+Added: Other minor changes were made to small business Internet customers and mid-market & large business primary service units (“PSUs”) to standardize reporting methodologies.
+Added: Prior periods have been revised accordingly.
+Added: The following table from Charter’s Form 10-K for the year ended December 31, 2025 summarizes Charter’s customer statistics for connectivity, Internet, mobile, video and voice as of December 31, 2025 and 2024 (in thousands except per customer data and footnotes).
Approximate as of December 31,
Customer Relationships (b)
−Removed: Small and Medium Business ("SMB")
+Added: Small Business
Total Customer Relationships
Monthly Residential Revenue per Residential Customer (c)
−Removed: Monthly SMB Revenue per SMB Customer (d)
+Added: Monthly Small Business Revenue per Small Business Customer (d)
+Added: Small Business
+Added: Total Connectivity Customers
+Added: Small Business
Total Internet Customers
−Removed: Total Video Customers
Mobile Lines (e)
+Added: Small Business
Total Mobile Lines
+Added: Small Business
+Added: Total Video Customers
+Added: Small Business
Total Voice Customers
−Removed: Enterprise Primary Service Units ("PSUs") (f)
+Added: Mid-Market & Large Business PSUs (f)
(a) Charter calculates the aging of customer accounts based on the monthly billing cycle for each account in accordance with its collection policies.
−Removed: On that basis, as of December 31, 2024 and 2023, customers include approximately 102,500 and 135,800 customers, respectively, whose accounts were over 60 days past due, approximately 12,100 and 54,700 customers, respectively, whose accounts were over 90 days past due, and approximately 13,600 and 286,000 customers, respectively, whose accounts were over 120 days past due.
−Removed: The decrease in accounts past due is predominately due to revisions to customer account balances associated with the end of the FCC’s Affordable Connectivity Program ("ACP"), including balance write-offs and conversion to payment plans.
−Removed: (b) Customer relationships include the number of customers that receive one or more levels of service, encompassing Internet, video, mobile and voice services, without regard to which service(s) such customers receive.
+Added: On that basis, as of December 31, 2025 and 2024, customers include approximately 82,300
+Added: and 102,500 customers, respectively, whose accounts were over 60 days past due, approximately 9,700 and 12,100 customers, respectively, whose accounts were over 90 days past due, and approximately 13,600 and 13,600 customers, respectively, whose accounts were over 120 days past due.
+Added: (b) Customer relationships include the number of customers that receive one or more levels of service, encompassing Internet, mobile, video and voice services, without regard to which service(s) such customers receive.
Customers who reside in residential multiple dwelling units (“MDUs”) and that are billed under bulk contracts are counted based on the number of billed units within each bulk MDU.
−Removed: Total customer relationships exclude enterprise and mobile-only customer relationships.
−Removed: (c) Monthly residential revenue per residential customer is calculated as total residential annual revenue divided by twelve divided by average residential customer relationships during the respective year and excludes mobile-only customers.
−Removed: (d) Monthly SMB revenue per SMB customer is calculated as total SMB annual revenue divided by twelve divided by average SMB customer relationships during the respective year and excludes mobile-only customers.
+Added: Total customer relationships exclude mid-market & large business customer relationships.
+Added: (c) Monthly residential revenue per residential customer is calculated as total residential annual revenue divided by twelve divided by average residential customer relationships during the respective year.
+Added: (d) Monthly small business revenue per small business customer is calculated as total small business annual revenue divided by twelve divided by average small business customer relationships during the respective year.
(e) Mobile lines include phones and tablets which require one of Charter’s standard rate plans (e.g., “Unlimited” or “By the Gig”).
Mobile lines exclude wearables and other devices that do not require standard phone rate plans.
−Removed: (f) Enterprise PSUs represent the aggregate number of fiber service offerings counting each separate service offering at each customer location as an individual PSU.
+Added: (f) Mid-market & large business PSUs represent the aggregate number of fiber service offerings counting each separate service offering at each customer location as an individual PSU.
Residential Services
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Charter provides its customers with a suite of broadband connectivity services, including fixed Internet, WiFi and mobile, which when bundled together provides Charter’s customers with a differentiated converged connectivity experience while saving consumers money.
−Removed: Charter offers Spectrum Internet products with speeds up to 1 Gbps across its entire footprint.
−Removed: Spectrum Internet bundled with Charter’s in-home Advanced WiFi allows multiple people within a single household to stream high definition (“HD”) video content while simultaneously using its Internet service for other purposes including two-way video conferencing, gaming and virtual reality, among other things.
+Added: Charter offers Spectrum Internet products with speeds up to 1 Gbps across its entire footprint and multi-gigabit speeds in a portion of its footprint.
+Added: Charter also continues to upgrade its connectivity network, and Charter will offer symmetrical and multi-gigabit Internet speeds across its entire footprint in the next several years.
+Added: Spectrum Internet bundled with Charter’s in-home Advanced WiFi allows multiple people within a single household to stream high definition 4K video content while simultaneously using its Internet service for other purposes including two-way video conferencing, gaming and virtual reality, among other things.
Charter’s in-home WiFi product provides its Internet customers with high performance wireless routers and a managed WiFi service to maximize their wireless Internet experience.
−Removed: Charter offers Advanced WiFi service across all of its footprint along with WiFi 6E routers capable of delivering speeds over 2 Gbps.
−Removed: In 2024, Charter began offering WiFi 7 routers capable of delivering speeds over 10 Gbps.
+Added: Charter offers Advanced WiFi service across all of its footprint along with WiFi 7 routers capable of delivering multi-gigabit speeds wirelessly.
With Advanced WiFi, customers enjoy a cloud-optimized WiFi connection and have the ability to view and control their WiFi network through the Spectrum app (“My Spectrum ® App”).
The service enables parental control schedules and Spectrum Security Shield which is automatically enabled and protects all devices in the home using network-based security.
−Removed: Customers also have the option to add Spectrum WiFi pods to Advanced WiFi.
−Removed: WiFi pods are small, discreet access points that plug into electrical outlets in the home, providing broader and more consistent WiFi coverage.
+Added: In early 2026, Charter will launch its Invincible WiFi TM product, a tri-band advanced WiFi 7 router that integrates 5G cellular and battery backup to keep customers seamlessly and fully connected during service disruption or a power outage.
+Added: Customers also have the option to add Spectrum WiFi extenders to Advanced WiFi and Charter recently launched WiFi 7 extenders that enable multi-gigabit speeds to reach larger spaces.
Charter also offers the capabilities of the Advanced WiFi service to MDUs as Advanced Community WiFi (“ACW”).
With ACW, tenants receive the same visibility and control over their apartment’s WiFi networks through the My Spectrum App, while building managers are able to see and manage the entire building’s network through a purpose-built property service portal.
−Removed: In 2024, Charter began offering to MDUs and bulk single-family communities Spectrum Ready, which allows customers to set up Spectrum Internet with Advanced WiFi and video services in their home without ordering equipment or scheduling installation through permanent WiFi routers already installed in the property.
+Added: Charter also offers Spectrum Ready pre-installed connectivity services to MDUs and single-family communities, which allows customers to set up Spectrum Internet with Advanced WiFi and video services in their home without ordering equipment or scheduling installation through permanent WiFi routers already installed in the property.
New residents simply scan a QR code and confirm services through a new or existing Spectrum account.
−Removed: The Spectrum Mobile service is offered to customers subscribing to Charter’s Internet service and uses the customers’ private WiFi, its Spectrum Mobile network (comprised of out-of-home WiFi access points across its footprint combined with out-of-home WiFi access points from other networks with which Charter partners) as well as leveraging the cellular network of Verizon Communications Inc.
−Removed: Charter leverages the Verizon cellular network to provide nationwide coverage including unlimited calls, text and data using Verizon’s fourth generation and 5G service including their 5G ultra-wide band services.
+Added: The Spectrum Mobile service is offered to customers subscribing to Charter’s Internet service and uses the customers’ private WiFi, its Spectrum Mobile network (comprised of 49 million out-of-home WiFi access points across its footprint combined with out-of-home WiFi access points from other networks with which Charter partners) as well as leveraging the
+Added: cellular network of Verizon Communications Inc.
+Added: Charter leverages the Verizon cellular network to provide nationwide coverage including unlimited calls, text and data using Verizon’s fourth generation and 5G service including their latest 5G technology.
Spectrum Mobile also uses Verizon’s international roaming partner network to ensure customers have coverage around the globe.
−Removed: Customers can use their Spectrum Mobile device to connect to their Spectrum WiFi, which increases speeds and provides a superior experience while in the home and on-the-go via the Spectrum Mobile network.
−Removed: In addition, Charter continues to focus on improving the customer experience and integrating its mobile and fixed Internet products with enhancements such as Spectrum Mobile Speed Boost (“Speed Boost”).
+Added: In addition, in July 2025, Charter entered into a multi-year agreement with T-Mobile US, Inc.
+Added: (“T-Mobile”) to use its network to deliver mobile services to Spectrum Business customers which is set to launch in 2026.
+Added: Charter continues to improve the customer experience and integrate its mobile and fixed Internet products with enhancements such as Spectrum Mobile Speed Boost (“Speed Boost”).
Customers are eligible for Speed Boost if they have both Spectrum Mobile and Spectrum Internet, a DOCSIS 3.1 modem and an Advanced WiFi router.
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Charter provides wireline voice communications services using voice over Internet protocol (“VoIP”) technology to transmit digital voice signals over its network.
−Removed: Charter’s voice services include unlimited local and long distance calling to the
−Removed: United States, Canada, Mexico and Puerto Rico, voicemail, call waiting, caller ID, call forwarding and other features and offers international calling either by the minute, or through packages of minutes per month.
−Removed: Charter also offers Call Guard, an advanced caller ID and robocall blocking solution, for its residential and SMB voice customers.
+Added: Charter’s voice services include unlimited local and long distance calling to the United States, Canada, Mexico and Puerto Rico, voicemail, call waiting, caller ID, call forwarding and other features and offers international calling either by the minute, or through packages of minutes per month.
+Added: Charter also offers Call Guard, an advanced caller ID and robocall blocking solution, for its residential and small business voice customers.
Call Guard reduces customer frustration and improves security by blocking malicious calls while ensuring customers continue to receive the legitimate automated calls they need from schools or healthcare providers.
Video Services
−Removed: Charter provides its customers with a choice of video programming services on a variety of platforms including through a digital Spectrum Receiver or an Internet Protocol ("IP") device.
−Removed: Video customers have access to a variety of programming packages with approximately 375 channels available in home and out of home allowing its customers to access the programming they want, when they want it, on any device.
−Removed: In 2024, Charter began offering certain seamless entertainment applications including, among others, Max, Disney+, ESPN+, Paramount+, ViX Premium, and Tennis Channel Plus to customers in certain packages and reached agreements with several other programmers that will add Discovery+, Peacock, AMC+ and BET+ in certain packages in 2025.
−Removed: Charter now has completed deals with every major programmer to deliver better flexibility and greater value to its customers by including seamless entertainment applications with its Spectrum TV ® services at no additional cost.
+Added: Charter provides its customers with a choice of video programming services on a variety of platforms and through a variety of programming packages with approximately 375 channels available in home and out of home allowing its customers to access the programming they want, when they want it, on any device.
+Added: Charter has completed deals with major programmers to deliver better flexibility and greater value to its customers by including seamless entertainment applications with certain of its Spectrum TV packages at no additional cost.
+Added: In July 2025, Charter began launching the sale of these seamless entertainment applications to customers on an à la carte basis and in October 2025 launched the Spectrum App Store, a digital storefront that helps customers activate, upgrade, buy and manage their streaming applications in one place.
+Added: Charter deploys Xumo stream boxes to new video customers.
+Added: Xumo combines a live TV experience with access to hundreds of content applications and features unified search and discovery along with a curated content offering based on the customer's interests and subscriptions.
+Added: Combined with the Spectrum TV app, Xumo is now Charter’s preferred go-to-market platform for new video sales.
+Added: Customers are increasingly accessing their subscription video content through Charter’s highly rated Spectrum TV app via mobile devices and connected Internet Protocol (“IP”) devices, such as Xumo, Apple TV, Roku, Vizio, LG and Samsung TV.
+Added: Access to the Spectrum TV app is included in all Spectrum TV video plans.
+Added: The Spectrum TV app allows users to stream content across a growing number of platforms as well as access their full TV lineup and watch on demand content.
+Added: It also supports DVR functionality through Charter’s cloud DVR offering.
Charter’s video service also includes access to an interactive programming guide with parental controls, video on demand (“VOD”) and pay-per-view services.
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Pay-per-view channels allow customers with a set-top box to pay on a per-event basis to view a single showing of a one-time special sporting event, music concert, or similar event on a commercial-free basis.
−Removed: Charter also offers digital video recorder (“DVR”) service that enables customers to digitally record programming and to pause and rewind live programming on set-top boxes.
+Added: Charter also offers digital video recorder (“DVR”) service that enables customers to digitally record programming and to pause and rewind live programming.
Charter’s cloud DVR service allows customers to schedule, record and watch their favorite programming anytime from the Spectrum TV app as well as SpectrumTV.com.
−Removed: Charter continues to deploy Xumo to new video customers.
−Removed: Xumo combines a live TV experience with access to hundreds of content applications and features unified search and discovery along with a curated content offering based on the customer's interests and subscriptions.
−Removed: Combined with the Spectrum TV app, Xumo is now Charter’s preferred go-to-market platform for new video sales.
−Removed: Customers are increasingly accessing their subscription video content through Charter’s highly rated Spectrum TV app via mobile devices and connected IP devices, such as Xumo, Apple TV, Roku and Samsung TV.
−Removed: Access to the Spectrum TV app is included in all Spectrum TV video plans.
−Removed: The Spectrum TV app allows users to stream content across a growing number of platforms as well as access their full TV lineup and watch on demand content.
−Removed: It also supports DVR functionality through Charter’s cloud DVR offering.
Commercial Services
Charter offers scalable broadband communications solutions for businesses and carrier organizations of all sizes, selling Internet access, data networking, fiber connectivity to cellular towers and office buildings, video entertainment services and business telephone services.
−Removed: Small and Medium Business
−Removed: Spectrum Business offers Internet, video, mobile and voice services to SMBs over its hybrid fiber coaxial network.
−Removed: Charter also offers Advanced WiFi service to SMBs, which leverages the residential platform features, including Security Shield, with features specific to small and medium-size business such as a guest service set identifier (“SSID”).
+Added: Small Business
+Added: Spectrum Business offers Internet, mobile, video and voice services to small businesses over its fiber-powered network.
+Added: Charter also offers Advanced WiFi service to small businesses, which leverages the residential platform features, including Security Shield, with features specific to businesses such as a guest network through a service set identifier (“SSID”).
Spectrum Business includes a full range of video programming and offers Internet speeds up to 1 Gbps across Charter’s entire footprint.
Spectrum Business also includes a set of business services including static IP and business WiFi, e-mail and security, and voice services through either a traditional voice offering or hosted voice solution.
−Removed: Spectrum Business Connect is an SMB communications solution that includes Spectrum Internet, voice and complementary mobility features allowing its customers’ remote and office employees to stay more easily connected regardless of their location.
−Removed: Charter also offers Wireless Internet Backup to its SMB customers which is designed to enhance and protect Internet service for SMBs in the event of a network disruption.
−Removed: Spectrum Enterprise offers tailored connectivity, communications and managed service solutions over a high-capacity last-mile network with speeds up to 100 Gbps to larger businesses and government entities (local, state and federal), in addition to wholesale services to mobile and wireline carriers.
−Removed: The Spectrum Enterprise product portfolio includes connectivity services such as Internet Access (fiber, coax and wireless delivered);
+Added: Spectrum Business Connect is a small business communications solution that includes Spectrum Internet, voice and complementary mobility features allowing its customers’ remote and office employees to stay more easily connected regardless of their location.
+Added: Charter also offers Wireless Internet Backup to its small business customers which is designed to enhance and protect Internet service for small businesses in the event of a network disruption.
+Added: Mid-Market & Large Business
+Added: Spectrum Business for mid-market & large businesses offers tailored connectivity, communications and managed service solutions over a high-capacity last-mile network with speeds up to 100 Gbps to large businesses and government entities (local, state and federal), in addition to wholesale services to mobile and wireline carriers.
+Added: The Spectrum Business product portfolio for mid-market & large businesses includes connectivity services such as Internet Access (fiber, coax and wireless delivered);
Wide Area Network (“WAN”) services (Ethernet, Software Defined-WAN and cloud connectivity) that privately and securely connect geographically dispersed customer locations and cloud service providers;
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firewall, Distributed Denial of Service protection) challenges.
−Removed: To meet the communications needs of these more sophisticated customers, Spectrum Enterprise also offers an array of voice trunking services and unified messaging, communications and collaboration products.
+Added: To meet the communications needs of these more sophisticated customers, Spectrum Business also offers an array of voice trunking services and unified messaging, communications and collaboration products.
Charter offers Unified Communications services integrated with its connectivity and managed services to give customers more choices for enhancing their digital experience across locations and devices.
−Removed: In addition, Spectrum Enterprise offers a wide range of video solutions targeting unique needs of customers across multiple industries with a specific focus on hospitality, healthcare, government and education.
−Removed: Spectrum Enterprise serves businesses nationally by combining its large serviceable footprint with a robust portfolio of fiber lit buildings and a significant wholesale partner network.
+Added: In addition, Spectrum Business offers a wide range of video solutions targeting unique needs of customers across multiple industries with a specific focus on hospitality, healthcare, government and education.
+Added: Spectrum Business serves mid-market & large businesses nationally by combining its large serviceable footprint with a robust portfolio of fiber lit buildings and a significant wholesale partner network.
As a result, these customers benefit by obtaining advanced solutions from a single provider who is committed to an exceptional customer experience and who delivers compelling value by simplifying procurement and offering competitive pricing potentially reducing customer costs.
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Charter receives revenue from the sale of local advertising across various platforms for networks such as TBS, CNN and ESPN.
−Removed: Charter inserts local advertising on up to 100 channels in over 90 markets and on multiple streaming services/free advertising-supported streaming television channels including Amazon, Xumo and others.
+Added: Charter inserts local advertising on up to 100 channels in over 90 markets and on multiple streaming services and free advertising-supported streaming television channels including Amazon, Xumo and others.
Charter’s large footprint provides opportunities for advertising customers to address broader regional audiences from a single provider and thus reach more customers with a single transaction.
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These arrangements enable Charter and its partners to represent and deliver commercials on their inventory across wider geographic areas, replicating the reach of local broadcast television stations to the extent possible.
−Removed: In addition, Charter enters into interconnect agreements from time to time with other cable operators, which, on behalf of a number of video operators, sell advertising time to national and regional advertisers in individual or multiple service areas.
+Added: In addition, Charter enters into interconnect
+Added: agreements from time to time with other cable operators, which, on behalf of a number of video operators, sell advertising time to national and regional advertisers in individual or multiple service areas.
Additionally, Charter sells the advertising inventory of its owned and operated local sports and news channels, of its regional sports networks that carry Los Angeles Lakers’ basketball games and other sports programming and of SportsNet LA, a regional sports network that carries Los Angeles Dodgers’ baseball games and other sports programming.
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AMC, Univision) to deploy household addressability on their own inventory in Charter’s footprint, charging them an enablement fee.
−Removed: Charter’s fully deployed Audience App, which uses its proprietary set-top box viewership data (all anonymized and aggregated), allows Charter to create data-driven linear TV campaigns for local advertisers.
+Added: Charter has a proprietary platform that uses set-top box viewership data (all anonymized and aggregated), to create data-driven linear TV campaigns for local advertisers.
Spectrum Reach also offers a programmatic sales platform allowing advertising agencies and advertisers to buy inventory in a fully automated way.
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Customers can also read, watch and listen to news stories by its Spectrum News journalists and local partner publications on their mobile device on its Spectrum News application and certain smart TVs and streaming devices.
+Added: In 2025, Charter entered into an agreement with Comcast to expand distribution of Spectrum News to their video customers in California, Connecticut, northern New Jersey, Orlando and Tampa.
Community Solutions
−Removed: Spectrum Community Solutions ® (“SCS”) delivers broadband connectivity solutions to apartments, single-family gated communities, off-campus student housing, senior residences and RV parks and marinas.
−Removed: Services offered by SCS include Internet speeds up to 2 Gbps, property-wide managed WiFi coverage, Spectrum Ready service and traditional and streaming video packages, as well as customized fiber and coaxial solutions for new construction and established communities.
+Added: Spectrum Community Solutions ® (“SCS”) delivers broadband connectivity solutions to apartments, single-family gated communities, off-campus student housing, senior residences and RV parks.
+Added: Services offered by SCS include Internet speeds up to 2 Gbps, property-wide WiFi coverage, Spectrum Ready pre-installed connectivity services and traditional or streaming video packages.
+Added: SCS delivers these services to its properties via Charter’s fiber-powered network and through either bulk or retail marketing and right-of-entry agreements.
+Added: Charter’s SCS bulk customers are serviced by dedicated contact centers.
SCS also manages Charter’s relationships with third-party resellers of Spectrum services to MDUs.
−Removed: In addition, SCS is responsible for Charter’s non-bulk MDU salesforce covering sales within existing, serviceable MDU properties.
−Removed: Charter’s SCS bulk customers are serviced by dedicated call centers.
Pricing of Charter’s Products and Services
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Both are low cost and include a modem for no additional charge.
−Removed: In 2024, Charter introduced new bundles that better utilize its unique product assets with guaranteed pricing for up to three years and speed options that will benefit new customers, create more choices and provide faster speeds for existing customers.
−Removed: For customers who don’t take advantage of these new bundled rates, the Spectrum One ™ offering provides a differentiated connectivity experience by bringing together Spectrum Internet, Advanced WiFi and Unlimited Spectrum Mobile to offer consumers fast, reliable and secure online connections on their favorite devices at home and on-the-go in a high-value package.
−Removed: Alternatively, mobile customers can choose from unlimited or by-the-gig data usage plans and can easily switch between mobile data plans during the month.
+Added: Charter’s bundle options utilize its unique product assets with multi-year guaranteed pricing and speed options that create more choices and provide faster speeds.
+Added: Charter’s Internet and mobile product bundles provide a differentiated connectivity experience by bringing together Spectrum Internet, Advanced WiFi and Unlimited Spectrum Mobile to offer consumers fast, reliable and secure online connections on their favorite devices at home and on-the-go in a high-value package.
+Added: Alternatively, Charter’s mobile customers can choose from unlimited or by-the-gig data usage plans and can easily switch between mobile data plans during the month.
All plans include 5G service, free nationwide talk and text, and simple pricing that includes all taxes and fees.
−Removed: Charter’s Unlimited Plus plan also includes an additional 20 gigabytes of data, free roaming in Canada and Mexico and an Anytime Upgrade program that allows customers to upgrade their devices whenever they want, eliminating traditional wait times, upgrade fees and condition requirements.
−Removed: Customers can also purchase mobile devices and accessory
−Removed: products and have the option to pay for devices under interest-free monthly installment plans.
+Added: Charter’s Unlimited Plus plan also includes an additional 20 gigabytes of data, international calls and roaming in over 190 countries and an Anytime Upgrade program that allows customers to upgrade their devices whenever they want, eliminating traditional wait times, upgrade fees and condition requirements.
+Added: Customers can also purchase mobile devices and accessory products and have the option to pay for devices under interest-free monthly installment plans.
Charter’s device portfolio includes 5G models from Apple, Google and Samsung and Charter offers trade-in options along with its Phone Balance Buyout program which makes switching mobile providers easier by helping customers pay off balances on ported lines.
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The regional/metro network components provide connectivity between the regional demarcation points and headends within a specific geographic area and enable the delivery of content and services between these network components.
−Removed: Charter’s last-mile network utilizes a hybrid fiber coaxial cable (“HFC”) architecture, which combines the use of fiber optic cable with coaxial cable.
+Added: Charter’s last-mile network largely utilizes a hybrid fiber coaxial cable (“HFC”) architecture, which combines the use of fiber optic cable with coaxial cable, together creating its fiber-powered network.
In most systems, Charter delivers its signals via fiber optic cable from the headend to a group of nodes, and uses coaxial cable to deliver the signal from individual nodes to the homes served by that node.
−Removed: Charter’s design standard allows spare fiber strands to each node to be utilized for additional residential traffic capacity, and enterprise customer needs as they arise.
−Removed: For Charter’s Spectrum Enterprise customers, fiber optic cable is extended to the customer’s site.
−Removed: For most new buildouts, including for its rural construction initiative, and MDU sites, Charter utilizes a fiber deployment.
−Removed: Charter believes that this hybrid network design provides high capacity and signal quality with a cost efficient path to increased speeds.
−Removed: HFC architecture benefits include:
+Added: Charter’s design standard allows spare fiber strands to each node to be utilized for additional residential traffic capacity, and mid-market & large business customer needs as they arise.
+Added: For Charter’s mid-market & large business customers, fiber optic cable is extended to the customer’s site.
+Added: For most new buildouts, including for its rural construction initiative, and MDU sites, Charter utilizes an all-fiber deployment.
+Added: Charter believes that its fiber-powered network design provides high capacity and signal quality with a cost efficient path to increased speeds.
+Added: Charter’s fiber-powered network benefits include:
● bandwidth capacity to enable video and broadband services;
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● existing infrastructure with connections capable of self-installation by the customer in most of its passings.
−Removed: Charter’s systems currently provide a two-way all-digital platform, leveraging DOCSIS 3.1 technology and bandwidth of 750 megahertz or greater, to virtually all of its passings.
−Removed: This bandwidth-rich network enables Charter to offer a large selection of HD channels and Spectrum Internet Gig across all of its footprint which enables Charter to provide fast, reliable and secure online connections, meeting current customer demands.
+Added: Charter’s systems currently provide a two-way all-digital platform, leveraging DOCSIS 3.1 technology and bandwidth of 750 megahertz or greater, to virtually all of its passings not yet part of Charter’s network evolution initiative.
+Added: This bandwidth-rich network enables Charter to offer Spectrum Internet Gig across all of its footprint which enables Charter to provide fast, reliable and secure online connections, meeting current customer demands.
Through Charter’s network evolution initiative, Charter is currently expanding its spectrum to 1.2 GHz through a module upgrade in the hub, node and amplifier and using high splits and DAA to deliver multi-gig speed capabilities while using the current DOCSIS 3.1 customer premise equipment.
−Removed: When paired with the next generation of DOCSIS modem, DOCSIS 4.0, Charter will be able to deliver even faster speeds.
+Added: When paired with the next generation of DOCSIS modem, DOCSIS 4.0,
+Added: Charter will be able to deliver even faster speeds.
Next, Charter will begin to deploy DOCSIS 4.0 technology in the network, and further increase its spectrum to 1.8 GHz enabling even higher speed capabilities.
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Charter plans to complement its wireline investments with planned WiFi upgrades for in-home routers.
−Removed: With nearly 500 million devices connected wirelessly to Charter’s network in its customers’ homes and businesses, Charter is unlocking its network investments for multi-gigabit speeds through the deployment of WiFi 7 routers that Charter launched in late 2024.
+Added: With nearly 500 million devices connected wirelessly to Charter’s network in its customers’ homes and businesses, Charter is unlocking its network investments for multi-gigabit speeds through the deployment of WiFi 7 routers.
Charter owns 210 Citizen Broadband Radio Service (“CBRS”) Priority Access Licenses (“PALs”).
−Removed: Charter intends to use these licenses along with unlicensed CBRS spectrum to build its own 5G data-only mobile network on targeted 5G small cell sites leveraging its HFC network to provide power and data connectivity to the majority of the sites.
+Added: Charter intends to use these licenses along with General Authorized Access CBRS spectrum to build its own 5G data-only mobile network on targeted 5G small cell sites leveraging its HFC network to provide power and data connectivity to the majority of the sites.
These 5G small cells, combined with growing WiFi capabilities, increase speed and reliability along with improving Charter’s cost structure through offload of wireless data onto its owned networks.
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Subsidized Rural Construction Initiative
−Removed: In 2024, Charter continued its subsidized rural construction initiative in which it intends to expand its network to offer a suite of broadband connectivity services, including fixed Internet, WiFi and mobile to over 1.7 million passings in unserved areas in states where it currently operates.
−Removed: Since inception in the beginning of 2022, Charter has spent $5.5 billion on its subsidized rural construction initiative and activated approximately 813,000 passings.
−Removed: Including amounts spent to date, Charter expects to invest over $8 billion in total over the span of the initiative, a portion of which it expects to offset with government funding, including over $2 billion of support awarded through December 31, 2024 in the Rural Development Opportunity Fund (“RDOF”) auction and other federal, state and municipal grants.
−Removed: Charter also expects to participate in additional federal, state and municipal grant programs over the coming years, including the Broadband Equity, Access and Deployment program, if regulatory conditions are conducive to private investment.
+Added: In 2025, Charter continued its subsidized rural construction initiative expanding its network to offer a suite of broadband connectivity services, including fixed Internet, WiFi and mobile to over 1.7 million passings in unserved areas in states where it currently operates.
+Added: Since inception in the beginning of 2022, Charter has spent $7.7 billion on its subsidized rural construction initiative and activated approximately 1.3 million passings.
+Added: Including amounts spent to date, Charter expects to invest over $8 billion in total over the span of the initiative, a portion of which it expects to offset with government funding, including over $2 billion of support awarded through December 31, 2025 in the Rural Development Opportunity Fund (“RDOF”) auction and other federal, state and municipal grants, including the Broadband Equity, Access and Deployment (“BEAD”) program.
In addition to construction in areas subsidized by various government grants, Charter expects to continue rural construction in areas near its current plant and in areas surrounding subsidized construction where synergies can be achieved.
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Charter expects these newly served homes will be enabled to engage in remote work, virtual learning, telemedicine and other bandwidth-heavy applications that require high-speed broadband connectivity.
−Removed: Newly served rural areas will also benefit from Charter’s high-value Spectrum pricing and packaging structure including mobile and voice offerings, as well as its comprehensive selection of video products.
+Added: Newly served rural areas also will benefit from Charter’s high-value Spectrum pricing and packaging structure including mobile and voice offerings, as well as its comprehensive selection of video products.
The successful and timely execution of such fiber-based construction is dependent on a variety of external factors, including the make-ready and utility pole permitting processes.
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Charter’s operations are centralized, with senior executives responsible for coordinating and overseeing operations, including establishing company-wide strategies, policies and procedures.
−Removed: Sales and marketing, field operations, customer operations, network operations, engineering, advertising sales, human resources, legal, government relations, information technology and finance are all directed at the corporate level.
+Added: Sales and marketing, field operations, customer operations, network technology services, advertising sales, human resources, legal, government relations, communications, product, software development and information technology and finance are all directed at the corporate level.
Regional and local field operations are responsible for customer premise service transactions and maintaining and constructing that portion of Charter’s network which is located outdoors.
Charter’s field operations strategy includes completing a significant portion of its activity with its employees which Charter finds drives consistent and higher quality services.
−Removed: In 2024, Charter’s in-house field operations workforce handled approximately 85% of its customer premise service transactions.
+Added: In 2025, Charter’s in-house field operations workforce handled over 80% of its customer premise service transactions.
In addition, Charter has been growing its in-house construction teams to perform a portion of its network expansion initiatives.
−Removed: Charter continues to focus on improving the customer experience through enhanced product offerings, reliability of services, and delivery of quality customer service.
−Removed: As part of Charter’s operating strategy, Charter insources most of its customer operations workload.
−Removed: Charter’s in-house call centers handle all of Charter’s customer service calls.
+Added: Charter’s products and services are backed by an industry-first customer commitment.
+Added: Charter does not restrict how, or how often, its customers can contact them.
+Added: Charter is available across a range of channels, including phone, live-agent chat, the Spectrum application and social media.
+Added: Charter’s customer websites and mobile applications enable customers to pay their bills, manage their accounts, order and activate new services and utilize self-service help and support.
+Added: In addition, Charter’s self-install program has been beneficial for customers who need flexibility in the timing of their installation.
+Added: Charter’s commitment is reinforced by its customer-first policies and 100% U.S.-based workforce with live customer service representatives available 24/7.
Charter manages its customer service call centers centrally to ensure a consistent, high quality customer experience.
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Virtualization allows calls to be routed across Charter’s call centers regardless of the location origin of the call, reducing call wait times, and saving costs.
−Removed: Charter also provides customers with the opportunity to interact with it in the manner they choose through self-service options on its customer website and mobile device application, or via telephonic communication, online chat and social media.
−Removed: Charter’s customer websites and mobile applications enable customers to pay their bills, manage their accounts, order and activate new services and utilize self-service help and support.
−Removed: In addition, Charter’s self-install program has been beneficial for customers who need flexibility in the timing of their installation.
−Removed: Charter sells its residential and commercial services using national brand platforms known as Spectrum, Spectrum Business, Spectrum Enterprise, Spectrum Reach and Spectrum Community Solutions.
−Removed: These brands reflect Charter’s
−Removed: comprehensive approach to industry-leading products, driven by speed, performance and innovation.
+Added: Charter sells its residential and commercial services using national brand platforms known as Spectrum, Spectrum Business, Spectrum Reach and Spectrum Community Solutions.
+Added: These brands reflect Charter’s comprehensive approach to industry-leading products, driven by speed, performance and innovation.
Charter’s marketing strategy emphasizes the sale of its bundled services through targeted direct response marketing programs to existing and potential customers, and increases awareness and the value of the Spectrum brand.
1 unchanged sentence
Charter monitors the effectiveness of its marketing efforts, customer perception, competition, pricing, and service preferences, among other factors, in order to increase its responsiveness to customers and to improve sales and customer retention.
−Removed: In September 2024, Charter launched its Life Unlimited brand platform which includes a new customer commitment that provides performance and service benchmarks and a new and simplified pricing structure designed to drive more value into Charter’s relationships.
−Removed: Charter’s marketing organization manages all residential, SMB and enterprise sales channels including inbound, direct sales, online, outbound telemarketing and stores.
+Added: Charter’s Life Unlimited brand platform includes customer commitments that provide performance and service benchmarks and a simplified pricing structure designed to drive more value into Charter’s relationships.
+Added: Charter’s marketing organization manages all residential and Spectrum Business sales channels including inbound, direct sales, online, outbound telemarketing and stores.
Charter believes that offering a wide variety of video programming choices influences a customer’s decision to subscribe to and retain its video and Internet services.
Charter obtains basic and premium programming, usually pursuant to written contracts from a number of suppliers.
−Removed: Charter has been successful in obtaining access to the related programmer streaming applications pursuant to those contracts.
+Added: Charter has also been successful in obtaining access to the related programmer streaming applications pursuant to those contracts at no additional cost.
Media corporation and broadcast station group consolidation has, however, resulted in fewer suppliers and additional selling power on the part of programming suppliers.
2 unchanged sentences
Charter receives revenue to carry home shopping channels.
−Removed: Charter also offers VOD and pay-per-view channels of movies and events that are subject to a revenue split with the content provider.
+Added: Charter also offers VOD and pay-per-view movies and events that are subject to a revenue split with the content provider.
Charter operates in geographically diverse areas which are managed centrally on a consolidated level.
2 unchanged sentences
We own an approximate 32.8% economic ownership interest in Charter, based on shares of Charter’s Class A common stock issued and outstanding as of December 31, 2025.
−Removed: Pursuant to the Stockholders Agreement, Liberty Broadband’s equity ownership in Charter (on a fully diluted basis) is capped at the greater of 26% or the Voting Cap (as defined below) (“Equity Cap”).
+Added: Pursuant to the Stockholders Agreement, Liberty Broadband’s equity ownership in Charter (on a fully diluted basis) is capped at the greater of 26% or the Voting Cap (as defined below) (the “Equity Cap”).
Pursuant to the Stockholders and Letter Agreement Amendment, Liberty Broadband is exempt from the Equity Cap to the extent Liberty Broadband’s equity ownership in Charter exceeds such Equity Cap solely as a result of the repurchase provisions in the Stockholders and Letter Agreement Amendment.
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As of December 31, 2025, due to Liberty Broadband’s voting interest exceeding the current voting cap of 25.01% (the “Voting Cap”), our voting control of the aggregate voting power of Charter is 25.01%.
−Removed: Under the Stockholders Agreement, Liberty Broadband has agreed to vote (subject to certain exceptions) all voting securities beneficially owned by it, or over which it has voting discretion or control that are in excess of the Voting Cap in the same proportion as all other votes cast by public stockholders of Charter with respect to the applicable matter.
+Added: Under the Stockholders Agreement and the Stockholders and Letter Agreement Amendment, Liberty
+Added: Broadband has agreed to vote all voting securities beneficially owned by it, or over which it has voting discretion or control that are in excess of the Voting Cap in the same proportion as all other votes cast by public stockholders of Charter with respect to the applicable matter.
In February 2021, Liberty Broadband was notified that its ownership interest, on a fully diluted basis, had exceeded the Equity Cap set forth in the Stockholders Agreement.
2 unchanged sentences
The per share sale price for each share of Charter will be equal to the volume weighted average price paid by Charter in its repurchases, redemptions and buybacks of its common stock (subject to certain exceptions) during the month prior to the Charter Repurchase (or, if applicable, during the relevant period prior to the relevant meeting of Charter stockholders).
−Removed: Under the terms of the Letter Agreement and the Stockholders and Letter Agreement Amendment, Liberty Broadband sold 980,558, 950,721 and 6,168,174 shares of Charter Class A common stock to Charter for $335 million, $394 million and $3.0 billion during the years ended December 31, 2024, 2023 and 2022, respectively .
+Added: Under the terms of the original Letter Agreement and the Stockholders and Letter Agreement Amendment, Liberty Broadband sold 3,757,599, 980,558 and 950,721 shares of Charter Class A common stock to Charter for $1,200 million, $335 million and $394 million during the years ended December 31, 2025, 2024 and 2023, respectively .
Subsequent to December 31, 2025, Liberty Broadband sold 484,708 shares of Charter Class A common stock to Charter for $100 million.
4 unchanged sentences
Simultaneously with the execution and delivery of the Merger Agreement, Charter, Liberty Broadband and A/N have entered into an amendment to (i) the Stockholders Agreement and (ii) the Letter Agreement.
−Removed: The Stockholders and Letter Agreement Amendment sets forth certain agreements relating to the governance of Charter and the participation of Liberty Broadband in Charter’s share repurchase program.
−Removed: Pursuant to the Stockholders and Letter Agreement Amendment, each month during the pendency of the proposed Transactions under the Merger Agreement, Charter will repurchase shares of Charter Class A common stock from Liberty Broadband in an amount equal to the greater of (i) $100 million, and (ii) an amount such that immediately after giving effect thereto, Liberty Broadband would have sufficient cash to satisfy certain obligations as set forth in the Stockholders and Letter Agreement Amendment and Merger Agreement, provided that if any repurchase would reduce Liberty Broadband’s equity interest in Charter below 25.25% after giving effect to such repurchase or if all or a portion of such repurchase is not permitted under applicable law, then Charter shall instead loan to Liberty Broadband an amount equal to the lesser of (x) the repurchase amount that cannot be repurchased and (y) the Liberty Broadband minimum liquidity threshold less the repurchase amount that is repurchased, with such loan to occur on the terms set forth in the Stockholders and Letter Agreement Amendment.
−Removed: From and after the date the Company Debentures (as defined below) are no longer outstanding, the amount of monthly repurchases will be the lesser of (i) $100 million and (ii) an amount equal to the sum of (x) an amount such that immediately after giving effect thereto, Liberty Broadband would satisfy certain minimum liquidity requirements as set forth in the Stockholders and Letter Agreement Amendment and (y) the aggregate principal amount outstanding under the Margin Loan Facility (as defined in note 7 to the accompanying consolidated financial statements).
+Added: The Stockholders Agreement and the Letter Agreement, as amended by the Stockholders and Letter Agreement Amendment, sets forth certain agreements relating to the governance of Charter and the participation of Liberty Broadband in Charter’s share repurchase program.
+Added: Pursuant to the Stockholders and Letter Agreement Amendment, each month during the pendency of the proposed Transactions under the Merger Agreement, Charter is intended to repurchase shares of Charter Class A common stock from Liberty Broadband in an amount equal to the greater of (i) $100 million, and (ii) an amount such that immediately after giving effect thereto, Liberty Broadband would have sufficient cash to satisfy certain obligations as set forth in the Stockholders and Letter Agreement Amendment and Merger Agreement, provided that if any repurchase would reduce Liberty Broadband’s equity interest in Charter below 25.25% after giving effect to such repurchase or if all or a portion of such repurchase is not permissible, then Charter shall instead loan to Liberty Broadband an amount equal to the lesser of (x) the repurchase amount that cannot be repurchased and (y) the Liberty Broadband minimum liquidity threshold less the repurchase amount that is repurchased, with such loan to occur on the terms set forth in the Stockholders and Letter Agreement Amendment, in each case, subject to certain conditions.
+Added: From and after the date Liberty Broadband’s 3.125% Debentures due 2053 (as defined below) are no longer outstanding, the amount of monthly repurchases would instead be the lesser of (i) $100 million and (ii) an amount equal to the sum of (x) an amount such that immediately after giving effect thereto, Liberty Broadband would satisfy certain minimum liquidity requirements as set forth in the Stockholders and Letter Agreement Amendment and (y) the aggregate principal amount outstanding under the Margin Loan Facility (as defined in note 7 to the accompanying consolidated financial statements).
The per share sales price shall be determined as set forth in the Letter Agreement, provided that if Charter has not repurchased shares of its common stock during the relevant repurchase period, the repurchase price shall be based on a Bloomberg Volume Weighted Average Price methodology proposed by Charter and reasonably acceptable to Liberty Broadband.
Regulatory Matters
−Removed: The following summary addresses the key regulatory and legislative developments affecting the cable industry and Charter and GCI Holdings’ services for both residential and commercial customers.
−Removed: Cable systems and communications networks and services more generally are extensively regulated by the federal government (primarily the FCC), certain state governments and many local governments.
−Removed: A failure to comply with these regulations could subject both Charter and GCI Holdings to substantial penalties.
−Removed: The following summary of regulatory issues does not purport to describe all existing and proposed federal, state, and local laws and regulations, or judicial and regulatory proceedings that affect these businesses.
−Removed: These businesses can be dramatically impacted by changes to the existing regulatory framework, whether triggered by legislative, administrative, or
−Removed: judicial rulings.
+Added: The following summary addresses the key regulatory and legislative developments affecting the cable industry and Charter’s services for both residential and commercial customers.
+Added: Cable systems and related communications networks and services are extensively regulated by the federal government (primarily the Federal Communications Commission (the “FCC”)),
+Added: certain state governments and many local governments.
+Added: A failure to comply with these regulations could subject Charter to substantial penalties.
+Added: The following summary of regulatory issues does not purport to describe all existing and proposed federal, state, and local laws and regulations, or judicial and regulatory proceedings that affect Charter’s business.
+Added: Charter’s business can be dramatically impacted by changes to the existing regulatory framework, whether triggered by legislative, administrative, or judicial rulings.
Congress and the FCC have frequently revisited the subject of communications regulation and they are likely to do so again in the future.
−Removed: Charter and GCI Holdings could be materially disadvantaged in the future if they are subject to new laws, regulations or regulatory actions that do not equally impact key competitors.
+Added: Charter could be materially disadvantaged in the future if they are subject to new laws, regulations or regulatory actions that do not equally impact key competitors.
For example, Internet-delivered streaming video services compete with traditional video service, but they are not subject to the same level of federal, state, and local regulation.
−Removed: In addition, new Supreme Court decisions in 2024 may increase the likelihood that federal courts could vacate federal agency rules that would have been favorable or unfavorable to Charter and GCI Holdings’ businesses.
−Removed: Furthermore, as discussed under Part I, Item 1A.
−Removed: “Risk Factors,” the Supreme Court in 2025 will consider whether the federal system of universal service subsidies is constitutional, which could affect Charter and GCI Holdings’ revenue, as well as the contributions they pay to support federal universal service mechanisms.
−Removed: There is no assurance that the already extensive regulation of Charter and GCI Holdings’ businesses will not be expanded in the future.
−Removed: Video Service and Products
−Removed: On November 8, 2024, GCI Holdings petitioned the RCA to discontinue its cable television/video service.
−Removed: Depending on if and when the RCA approves the request, GCI Holdings plans to exit the video business in 2025.
+Added: In addition, changes in Supreme Court precedent have increased the likelihood that federal courts could vacate federal agency rules that would have been favorable or unfavorable to Charter’s business.
+Added: There is no assurance that the already extensive regulation of Charter’s business will not be expanded in the future.
+Added: Video Service
Must Carry/Retransmission Consent
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Popular stations routinely invoke “retransmission consent” and demand substantial compensation increases in their negotiations with cable operators, thereby significantly increasing operating costs.
−Removed: The current rules do not require any cable operator to carry multiple digital programming streams from a single broadcast television station, but should the FCC change this policy, additional cable capacity would need to be devoted to carrying additional broadcast television programming streams, a step that could require the removal of other programming services.
+Added: A recent federal court decision allows for additional consolidation of the top four rated broadcast stations in local markets, which will likely result in increases in the rates for retransmission consent.
+Added: Further, the FCC is considering modifying its rules to allow broadcast television ownership groups to own more broadcast stations in a given market and nationally, which would also result in further increases in the rates for retransmission consent.
Pole Attachments
−Removed: The Communications Act requires investor-owned utilities to provide cable systems with access to poles and conduits upon reasonable, non-discriminatory terms and at rates that are subject to either federal or state regulation.
−Removed: Federal regulations, which apply in twenty-seven states, establish cost-based rental rates applicable to pole attachments used for cable or telecommunications services, including when offered together with Internet service, and at times establish mandatory timelines for processing pole access requests and limitations on make-ready costs that pole owners may charge for accommodating attachments.
−Removed: The FCC’s approach does not directly affect the rate in the twenty-three states that self-regulate, but many of those states have substantially the same rate for all communications attachments.
−Removed: The federal pole attachment law does not extend to poles owned by electric cooperatives or municipal electric companies, but states are free to regulate these entities, and many do.
−Removed: There can be challenges getting access to poles in rural areas where upfront construction and make ready costs can be higher and where pole owners may be slow to grant permit requests, especially when the FCC pole attachment rules do not apply or when FCC mandatory timelines do not apply, as is the case in most rural builds.
−Removed: For the state of Alaska, in which GCI Holdings’ subsidiaries operate, the RCA does not use the federal formula and instead has adopted its own formula that has been in place since 1987.
−Removed: This formula could be subject to further revisions upon petition to the RCA.
−Removed: In addition, in 2011, the FCC adopted an order to rationalize different pole attachment rates among types of services, and in 2015, took further steps to bring telecommunications and cable pole attachment rates into parity.
−Removed: Though the general purpose of the rule changes was to ensure pole attachment rates as low and as uniform as possible, GCI Holdings does not expect the rules to have an impact on the terms under which it accesses poles.
−Removed: GCI Holdings cannot predict the likelihood of the RCA changing its formula, adopting the federal formula, or relinquishing its oversight of pole attachments to the FCC, any of which could increase the cost of its operations.
−Removed: Other FCC Regulatory Matters related to Video Services
−Removed: The Communications Act and FCC regulations cover a variety of additional areas applicable to Charter’s and GCI Holdings’ video services, including, among other things:
−Removed: (1) licensing of systems and facilities, including the grant of various
−Removed: spectrum licenses;
+Added: The Communications Act of 1934, as amended (the “Communications Act”), requires investor-owned utilities to provide cable systems with access to poles and conduits upon reasonable, non-discriminatory terms and at rates that are subject to either federal or state regulation.
+Added: Federal regulations, which apply in twenty-six states, establish cost-based rental rates applicable to pole attachments used for cable or telecommunications services, including when offered together with Internet service, and at times establish mandatory timelines for processing pole access requests and limitations on make-ready costs that pole owners may charge for accommodating attachments.
+Added: The FCC’s approach does not directly affect the rate in the twenty-three states that self-regulate, but most of those states follow substantially similar approaches as the FCC.
+Added: The federal pole attachment law does not extend to poles owned by electric cooperatives or municipal electric companies, but states are free to regulate these entities, and some do.
+Added: There can be challenges getting access to poles in rural areas where upfront construction and make ready costs can be higher and where pole owners may be slow to grant permit requests, especially when the FCC pole attachment rules do not apply or when FCC mandatory timelines do not apply, as is the case in many rural builds.
+Added: Other FCC Regulatory Matters
+Added: The Communications Act and FCC regulations cover a variety of additional areas applicable to Charter’s video services, including, among other things:
+Added: (1) licensing of systems and facilities, including the grant of various spectrum licenses;
(2) equal employment opportunity obligations;
5 unchanged sentences
(8) ownership restrictions;
−Removed: (9) posting of certain information on an FCC “public file” website, including but not limited to political advertising records, equal employment opportunity practices, compliance with children’s programming requirements, policies for commercial leased access, system information, and channel carriage information including disclosure of ownership interests in channels carried;
+Added: (9) posting of certain information on an FCC “public file” website, including but not limited to political advertising records, equal employment opportunity practices, compliance with children’s programming requirements, policies for commercial leased access, system information, and channel carriage information including disclosure of Charter’s ownership interests in channels carried;
(10) emergency alert systems;
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and (16) disclosure of an aggregated monthly “all-in” price on customer bills and advertising materials that include the price of video programming.
−Removed: Each of these regulations restricts Charter and GCI Holdings’ business practices to varying degrees and may impose additional costs on Charter and GCI Holdings’ operations.
+Added: of these regulations restricts Charter’s business practices to varying degrees and may impose additional costs on Charter’s operations.
+Added: The FCC regulates spectrum usage in ways that could impact Charter’s operations including for microwave backhaul, broadcast, unlicensed WiFi and CBRS.
+Added: Charter’s ability to access and use spectrum that may become available in the future is uncertain and may be limited by further FCC auction or allocation decisions.
+Added: Congressional action in 2025 restored the FCC’s auction authority and could result in the licensing of additional spectrum in a manner beneficial to Charter’s competitors.
+Added: New or additional spectrum obtained by other parties could lead to additional wireless competition to Charter’s existing and future services.
It is possible that Congress or the FCC will expand or modify its regulation of cable systems or the services delivered over cable systems and competing services in the future.
−Removed: Charter and GCI Holdings cannot predict at this time what new requirements may be adopted and how such changes might impact their businesses.
+Added: Charter cannot predict at this time what new requirements may be adopted and how such changes might impact its business.
The carriage of television and radio broadcast signals by cable systems are subject to a federal compulsory copyright license.
−Removed: In exchange for filing certain reports and contributing a percentage of their revenue to a federal copyright royalty pool that varies depending on the size of the system, the number of distant broadcast television signals carried, and the location of the cable system, cable operators can obtain blanket permission to retransmit copyrighted material included in broadcast signals.
The copyright law provides copyright owners the right to audit payments under the compulsory license.
−Removed: On December 16, 2024, the Copyright Office issued an order modifying the license’s royalty calculations and reporting obligations, however, Charter and GCI Holdings do not believe the impact of such modifications will be material.
−Removed: The possible modification or elimination of this license is the subject of continuing legislative proposals and administrative review and could adversely affect Charter and GCI Holdings’ ability to obtain desired broadcast programming.
−Removed: Copyright clearances for non-broadcast programming services are arranged through private negotiations.
+Added: On December 16, 2024, the Copyright Office issued an order modifying the license’s royalty calculations and reporting obligations, however, Charter does not believe the impact of such modifications will be material.
+Added: The possible modification or elimination of this license is the subject of continuing legislative proposals and administrative review and could adversely affect Charter’s ability to obtain desired broadcast programming.
Franchise Matters
−Removed: Charter and GCI Holdings’ cable systems generally are operated pursuant to nonexclusive franchises, permits, and similar authorizations granted by a municipality or other state or local government entity in order to utilize and cross public rights-of-way.
+Added: Charter’s cable systems generally are operated pursuant to nonexclusive franchises, permits, and similar authorizations granted by a municipality or other state or local government entity in order to utilize and cross public rights-of-way.
Cable franchises generally are granted for fixed terms and in many cases include monetary penalties for noncompliance and may be terminable if the franchisee fails to comply.
The specific terms and conditions of cable franchises vary significantly between jurisdictions.
−Removed: They generally contain provisions governing cable operations, franchise fees, access to and use of rights of way, system construction, maintenance, technical performance, customer service standards, supporting and carrying public, education and government access channels, and changes in the ownership of the franchisee.
+Added: They generally contain provisions governing cable operations, payment of franchise fees, access to and use of rights of way, system construction, maintenance, technical performance, customer service standards, supporting and carrying public, education and government access channels, and changes in the ownership of the franchisee.
Although local franchising authorities have considerable discretion in establishing franchise terms, certain federal protections benefit cable operators.
1 unchanged sentence
The FCC has clarified that the value of in-kind contribution requirements set forth in cable franchises is subject to the statutory cap on franchise fees, and it reaffirmed that state and local authorities are barred from imposing franchise fees on revenue derived from non-cable services, such as Internet services, provided by cable operators over cable systems.
+Added: A number of states have adopted franchising laws that provide for state-issued franchises.
+Added: Generally, state-issued cable franchises are for a fixed term (or in perpetuity), streamline many of the traditional local cable franchise requirements and eliminate local negotiation and enforcement of terms.
The Communications Act provides for an orderly franchise renewal process in which granting authorities may not unreasonably deny renewals.
1 unchanged sentence
Similarly, if a franchising authority’s consent is required for the purchase or sale of a cable system, the franchising authority may attempt to deny the transaction or impose more burdensome requirements as a condition for providing its consent.
−Removed: A number of states have adopted franchising laws that provide for state-issued franchising.
−Removed: Generally, state-issued cable franchises are for a fixed term (or in perpetuity), streamline many of the traditional local cable franchise requirements and eliminate local negotiation and enforcement of terms.
−Removed: The RCA is the franchising authority for all of Alaska, and issues CPCNs for communities.
−Removed: GCI Holdings believes that it has generally met the terms of its CPCNs, which do not require periodic renewal.
−Removed: Military franchise requirements also affect its ability to provide video services to military bases.
−Removed: Data Services and Products
−Removed: There is no one entity or organization that governs the global operation of the Internet.
−Removed: Each facilities-based network provider that is interconnected with the global Internet controls operational aspects of its own network.
−Removed: Certain functions, such as IP addressing, domain name routing, and the definition of the TCP/IP protocol, are coordinated by an array of quasi-governmental, intergovernmental, and non-governmental bodies.
−Removed: The legal authority of these bodies is not precisely defined.
−Removed: The vast majority of users connect to the Internet over facilities of existing communications providers.
−Removed: Those communications providers are subject to varying levels of regulation at both the federal and state level.
−Removed: Thus, non-Internet-specific regulatory decisions exercise a significant influence over the economics of the Internet market.
−Removed: Many aspects of the coordination and regulation of Internet activities and the underlying networks over which those activities are conducted are evolving.
−Removed: Internet-specific and non-Internet-specific changes in the regulatory environment, including changes that affect communications costs or increase competition from Incumbent Local Exchange Carriers (“ILECs”) or other communications services providers, could adversely affect the costs and the prices for Internet-based services.
−Removed: The FCC originally classified broadband Internet access services, such as those Charter and GCI Holdings offer, as an “information service,” which exempted the service from traditional communications common carrier laws and regulations.
−Removed: In 2015, the FCC reclassified broadband Internet access services as “telecommunications service” and, on that basis, imposed a number of “net neutrality” rules governing the provision of broadband service.
−Removed: In an order released in 2018, the FCC eliminated the 2015 rules, other than a transparency requirement that obligates Charter and GCI Holdings to disclose performance statistics and other service information to consumers.
−Removed: In 2024, the FCC once again reclassified Internet access services as telecommunications services.
−Removed: The industry challenged the Order in court, and on January 2, 2025, the Court of Appeals for the Sixth Circuit issued a decision invalidating the reclassification and the rules contained in the FCC’s order.
−Removed: It is nonetheless possible that the new Administration, Congress or state legislatures could adopt different requirements applicable to Internet access services.
−Removed: The application of new legal requirements to both Charter and GCI Holdings’ Internet services could adversely affect their respective businesses.
−Removed: In 2024, Charter and GCI Holdings became subject to new requirements to post standardized labels disclosing their network management policies and performance of Charter and GCI Holdings’ broadband Internet access services, similar to the format of food nutrition labels, for each of their currently available consumer Internet offerings.
−Removed: The rules require disclosure of information regarding broadband prices, introductory rates, data allowances, and broadband speeds.
−Removed: The 2018 FCC order reclassifying Internet access services also ruled that state regulators may not impose obligations similar to federal network neutrality obligations that the FCC eliminated, but this blanket prohibition was vacated by a federal court of appeals in 2019.
−Removed: The court left open the possibility that individual state laws could be deemed preempted on a case-by-case basis if it is shown that they conflict with federal law.
−Removed: Several states have adopted rules similar to the network neutrality requirements that were eliminated by the FCC, and the California rules were upheld in federal court.
−Removed: California has also adopted other regulations, including network resiliency rules to assure backup power is available after natural disasters and other outages, and it is considering the imposition of licensing requirements and service quality metrics on Internet service providers.
−Removed: New York adopted legislation that would require Internet service providers to offer a discounted Internet service to qualifying low-income consumers.
−Removed: A federal district judge enjoined enforcement as likely to be deemed rate regulation of Internet service that would be preempted by federal law, but that injunction was reversed by a federal court of appeals.
−Removed: On December 16, 2024, the Supreme Court denied certiorari for the appeal of that decision, although petitioners have sought rehearing of the denial in light of the Sixth Circuit’s decision setting aside the FCC’s reclassification of Internet access as telecommunications services.
−Removed: The rules became enforceable by the Attorney General of New York on January 15, 2025.
−Removed: Neither Charter nor GCI Holdings can predict the outcome of that appeal, what other legislation and regulations may be adopted by states or how challenges to such requirements will be resolved.
−Removed: In October 2024, the Federal Trade Commission (“FTC”) adopted rules that would make it easier and faster for consumers to terminate subscription services, including all Charter and GCI Holdings’ services.
−Removed: These rules have been challenged in federal court, and Charter and GCI Holdings cannot predict the outcome of those challenges.
−Removed: The rules could be modified or rescinded by the FTC in the new Administration.
−Removed: The application of these rules could adversely affect Charter and GCI Holdings’ businesses.
+Added: Internet Service
+Added: The FCC currently classifies broadband Internet access services, such as those Charter offers, as an “information service,” which exempts the service from traditional communications common carrier laws and regulations.
+Added: Previously, the FCC has classified broadband Internet access services as “telecommunications service.” If the FCC were again to reclassify broadband Internet access services as telecommunications services, it could adversely affect Charter’s business.
+Added: In 2024, the FCC adopted new requirements based upon Congressional directive to post standardized labels disclosing Charter’s network management policies and performance of its broadband Internet access services, similar to the format of food nutrition labels, for each of Charter’s currently available consumer Internet offerings.
+Added: The FCC is considering removing some of the details of these requirements.
+Added: Federal courts have allowed states to regulate broadband Internet access services, despite their classification as information services.
+Added: Several states, including California, Maine and Vermont, have adopted rules similar to the network neutrality requirements that were eliminated by the FCC, and the California rules were upheld in federal court.
+Added: California has also adopted other regulations, including network resiliency rules to assure backup power is available after natural disasters and other outages and where commercial power has been turned off due to public safety power shutoffs, and it is considering the imposition of licensing requirements and service quality metrics on Internet service providers.
+Added: New York legislation became effective in 2025 that requires Internet service providers to offer a discounted Internet service to qualifying low-income consumers.
+Added: Charter cannot predict what other legislation and regulations may be adopted by states, or how challenges to such requirements will be resolved.
In November 2023, the FCC adopted new rules governing digital discrimination, pursuant to The Infrastructure Investment and Jobs Act of 2021 (the “IIJA”), to prevent discrimination of access to broadband Internet services.
−Removed: Most of these rules have become effective, but they are subject to ongoing legal challenges and could be modified or rescinded by the FCC in the new Administration.
−Removed: California adopted digital discrimination rules in November 2024.
−Removed: Charter and GCI Holdings cannot predict the outcome of legal challenges or whether the nature of practices that could be subject to enforcement under these rules could adversely affect their respective business.
+Added: Most of these rules have become effective, but they are subject to ongoing legal challenges.
+Added: Charter cannot predict what other legislation and regulations may be adopted by states, or the outcome of legal challenges or whether the nature of practices that could be subject to enforcement under these rules could adversely affect its business.
+Added: In recent years, the federal, state and local governments have offered billions of dollars in subsidies to companies deploying broadband to areas deemed to be “unserved” or “underserved,” using funds from the FCC’s RDOF auction in 2020, The Coronavirus Aid, Relief, and Economic Security Act (2020), The American Rescue Plan Act of 2021 (“ARPA”), BEAD and IIJA.
+Added: Charter supports such subsidies, provided they are not directed to areas that are already served, and have sought and expect to continue to seek subsidies for Charter’s own broadband construction in unserved and underserved areas through programs including RDOF and those created pursuant to ARPA and, if regulatory requirements are reasonable, the IIJA.
+Added: To date, Charter has been awarded over $2 billion in the RDOF auction and other federal, state and municipal grants that will partially fund, along with Charter’s substantial additional investment, the construction of new broadband infrastructure to over 1.7 million estimated passings.
+Added: These awards include a number of regulatory requirements, such as serving as the carrier of last resort and completing increasingly larger portions of the network construction by certain dates.
+Added: If Charter fails to meet these obligations, Charter could be subject to substantial government penalties.
The FCC has adopted rules for service providers to report broadband availability, pursuant to the Broadband Data Act.
Providers are required to report their service areas twice each year.
−Removed: The service areas reported are subject to challenge and FCC verification requests.
−Removed: A broadband provider that provides inaccurate maps or fails to respond properly to challenges may be subject to enforcement action by the FCC.
+Added: The service areas reported are subject to challenge.
+Added: A broadband provider who provides inaccurate maps or fails to respond properly to challenges may be subject to enforcement action by the FCC.
The FCC can also fine a provider for filing incorrect maps.
−Removed: Other Federal Activities .
−Removed: Congress and certain federal agencies are considering ways to streamline federal permitting obligations and are in the process of providing significant additional financial support for broadband services in areas that are difficult to serve.
−Removed: These activities are continually monitored and it cannot be predicted at this time whether those efforts will make a material difference to the ability to deploy broadband infrastructure.
−Removed: Universal Service and Other Infrastructure Subsidies
−Removed: In recent years, federal, state and local governments have offered billions of dollars in subsidies to companies deploying broadband to areas deemed to be “unserved” or “underserved,” using funds from the FCC’s RDOF auction in 2020, The Coronavirus Aid, Relief and Economic Security Act (2020), The American Rescue Plan Act of 2021 (“ARPA”), and the IIJA.
−Removed: Charter and GCI Holdings support such subsidies, provided they are not directed to areas that are already served, and have sought and expect to continue to seek subsidies for their own broadband construction in unserved and underserved areas through programs including RDOF and those created pursuant to ARPA and, if regulatory requirements are reasonable, the IIJA.
−Removed: Charter has been awarded over $2 billion in the RDOF auction and other federal, state and municipal grants that will partially fund, along with its substantial additional investment, the construction of new broadband infrastructure to over 1.7 million estimated passings.
−Removed: Charter’s awards through RDOF and ARPA include a number of regulatory requirements, such as serving as the carrier of last resort and completing increasingly larger portions of the network construction by certain dates.
−Removed: If Charter fails to meet these obligations, Charter could be subject to substantial government penalties.
−Removed: Legal Challenges to the Constitutionality of the FCC Universal Service Support Programs.
−Removed: There have been a number of legal challenges to the constitutionality of the USF.
−Removed: Courts of Appeals for the Sixth and Eleventh Circuits rejected such challenges in 2023, as did a panel of three judges in the Fifth Circuit.
−Removed: However, on July 24, 2024, the U.S.
−Removed: Court of Appeals for the Fifth Circuit sitting en banc ruled that the USF program is unconstitutional as currently administered, and remanded the case to the FCC.
−Removed: In its decision, the en banc Fifth Circuit concluded that there was an impermissible public delegation of legislative authority to the FCC and an impermissible private delegation of authority from the FCC to the Universal Service Administrative Company, the private company responsible for USF administration.
−Removed: The Supreme Court granted petitions for certiorari from the Fifth Circuit’s decision, and the case is likely to be decided by summer 2025.
−Removed: In addition, it is likely that additional cases and appeals will continue to be filed in relation to the matter.
−Removed: There is significant uncertainty regarding the outcome of the Supreme Court review, as well as whether any action taken by the FCC or Congress to resolve the issue would be sufficient and what impact such actions might have on the USF program.
−Removed: A Supreme Court ruling upholding the Fifth Circuit’s decision or, more broadly, that the legislation establishing the USF program or its funding method is unconstitutional could disrupt or eliminate GCI Holdings’ USF support unless and until any identified legal defects with the program structure or administration are remedied.
−Removed: Such a ruling would likely result in a material decrease in revenue and accounts receivable, which could likely have an adverse effect on GCI Holdings’ business and the Company’s financial position, results of operations or liquidity.
−Removed: Pause in Federal Financial Assistance .
−Removed: On January 27, 2025, the Office of Management and Budget (“OMB”) issued a memorandum directing a pause in federal financial assistance pending review for consistency with presidential executive actions.
−Removed: On January 28, 2025, OMB clarified that this only applied to programs affected by certain specified executive actions, which do not appear to include FCC universal service support programs.
−Removed: OMB subsequently withdrew the memorandum, which has also been subject to temporary restraining orders by two federal district courts.
−Removed: However, if this or another pause were to extend to federal universal service support programs, or to other infrastructure grants that GCI receives, and such a pause were to become extended, it could have a material adverse effect on GCI Holdings’ business and the Company’s financial position, results of operations or liquidity.
−Removed: The USF RHC Program provides funding to eligible healthcare providers for telecommunications and broadband services.
−Removed: The RHC Telecommunications Program subsidizes the rates for telecommunications services provided to rural health care providers based on the difference between the urban and rural rates for such services.
−Removed: The Healthcare Connect Fund Program provides support for high-capacity broadband connectivity to eligible health care providers.
−Removed: The rates that GCI and other carriers can charge for service provided under the RHC Telecommunications Program are highly regulated by the FCC.
−Removed: FCC rules provide that a telecommunications carrier can only charge a rural rate that is the average of rates actually being charged to commercial customers, other than health care providers, for identical or similar services in the rural area where the health care provider is located.
−Removed: If that is not available, the rural rate must be the average of tariffed or other publicly available rates charged in that area over the same distance by other carriers.
−Removed: If there is no rate available using rates actually being charged by GCI or other carriers, then, through the end of Funding Year 2025, which ends in June 2026, GCI may use a previously approved rural rate.
−Removed: If none of the preceding options are available, then the rate must be determined by a cost study submitted to the FCC or, for jurisdictionally intrastate services, to the state public utility commission.
−Removed: The RHC Telecommunications Program funds the difference between the rural rate and the urban rate, which is the amount that GCI must collect from the health care provider.
−Removed: The FCC has an ongoing rulemaking proceeding addressing the RHC rules, how subsidies are determined and related processes.
−Removed: GCI cannot predict which changes the FCC will adopt, and whether those changes will benefit or adversely affect GCI.
−Removed: The ongoing uncertainty in program funding, as well as the uncertainty associated with the rate review, could have an adverse effect on its business, financial position, results of operations or liquidity.
−Removed: RHC Program Funding Cap.
−Removed: The RHC Program has a funding cap for each individual funding year that is annually adjusted for inflation, and which the FCC can increase by carrying forward unused funds from prior funding years.
−Removed: In recent years, including the current year, this funding cap has not limited the amount of funding received by participants;
−Removed: however, management continues to monitor the funding cap and its potential impact on funding in future years.
−Removed: Enforcement Bureau and Related Inquiries.
−Removed: On March 23, 2018, GCI Holdings received a letter of inquiry and request for information from the Enforcement Bureau of the FCC relating to the period beginning January 1, 2015 and including all future periods.
−Removed: This included inquiry into the rates charged by GCI Holdings and other aspects related to the Enforcement Bureau’s review of GCI Holdings’ compliance with program rules, which are discussed separately below.
−Removed: In the fourth quarter of 2019, GCI Holdings became aware of potential RHC Program compliance issues related to certain of GCI Holdings’ currently active and expired contracts with certain of its RHC customers.
−Removed: The Company and its external experts performed significant and extensive procedures to determine whether GCI Holdings’ currently active and expired contracts with its RHC customers would be deemed to be in compliance with the RHC Program rules.
−Removed: GCI Holdings notified the FCC of the potential compliance issues in the fourth quarter of 2019.
−Removed: On May 28, 2020, GCI Holdings received a second letter of inquiry from the Enforcement Bureau in the same matter noted above.
−Removed: This second letter, which was in response to a voluntary disclosure made by GCI Holdings to the FCC, extended the scope of the original inquiry to also include various questions regarding compliance with the records retention requirements related to the (i) original inquiry and (ii) RHC Program.
−Removed: On December 17, 2020, GCI Holdings received a Subpoena Duces Tecum from the FCC’s Office of the Inspector General requiring production of documents from January 1, 2009 to the present related to a single RHC customer and related contracts, information regarding GCI Holdings’ determination of rural rates for a single customer, and to provide information regarding persons with knowledge of pricing practices generally.
−Removed: On April 21, 2021, representatives of the Department of Justice (“DOJ”) informed GCI Holdings that a qui tam action had been filed in the Western District of Washington arising from the subject matter under review by the Enforcement Bureau.
−Removed: The DOJ was investigating whether GCI Holdings submitted false claims and/or statements in connection with GCI’s participation in the FCC’s RHC Program.
−Removed: On July 14, 2021, the DOJ issued a Civil Investigative Demand with regard to the qui tam action.
−Removed: The FCC’s Enforcement Bureau and GCI Holdings held discussions regarding GCI Holdings potential RHC Program compliance issues related to certain of its contracts with its RHC customers for which GCI Holdings had previously recognized an estimated liability for a probable loss of approximately $12 million in 2019 for contracts that were deemed probable of not complying with the RHC Program rules.
−Removed: During the year ended December 31, 2022, GCI Holdings recorded an additional
−Removed: estimated settlement expense of $15 million relating to a settlement offer made by GCI Holdings resulting in a total estimated liability of $27 million.
−Removed: The DOJ and GCI Holdings held discussions regarding the qui tam action whereby the DOJ clarified that its investigation relates to the years from 2010 through 2019 and alleged that GCI Holdings had submitted false claims under the RHC Program during this time period.
−Removed: During the year ended December 31, 2022, GCI Holdings recorded a $14 million estimated settlement expense to reflect discussions and settlement offers that GCI Holdings made to the DOJ.
−Removed: Separately, during the third quarter of 2022, GCI Holdings became aware of possible RHC Program compliance issues relating to potential conflicts of interest identified in the historical competitive bidding process with respect to certain of its contracts with its RHC customers.
−Removed: GCI Holdings notified the FCC’s Enforcement Bureau of the potential compliance issues;
−Removed: however, the Company is unable to assess the ultimate outcome of the potential compliance issues and is unable to reasonably estimate any range of loss or possible loss.
−Removed: On May 10, 2023, GCI Holdings entered into a final settlement agreement with both the FCC and the DOJ to resolve all Enforcement Bureau and Related Inquiries discussed above except for the matter that was separately identified during the third quarter of 2022, which continues to remain outstanding.
−Removed: The settlement with the FCC and the DOJ resulted in a total cash payment of $41 million of which $27 million was paid to the FCC and $14 million was paid to the DOJ in 2023, which had been previously recorded as liabilities.
−Removed: Schools and Libraries Program .
−Removed: In 2014, the FCC adopted orders modernizing the USF Schools and Libraries Program (“E-Rate”), which aids schools and libraries in obtaining affordable broadband.
−Removed: These orders, among other things, increased the annual E-Rate cap by approximately $1.5 billion, designated funds for internal connections within schools and libraries, and eliminated funding for certain legacy services, such as voice, to increase the availability of 21st century connectivity to support digital learning in schools nationwide.
−Removed: The FCC has also continued to expand the range of services supported, including dark fiber construction and certain WiFi hotspots, and initiating a pilot for E-Rate support of school and library cybersecurity.
−Removed: These orders did not have a material effect on the overall E-Rate support available to GCI Holdings’ schools and libraries customers, and therefore did not materially affect its revenue from such customers.
−Removed: See Part I, Item 1A.
−Removed: “Risk Factors” for additional risks related to GCI Holdings’ participation in this USF program.
−Removed: Universal Service for Fixed Voice and Broadband for Rural and High Cost Areas.
−Removed: The USF provides support to Eligible Telecommunications Carriers (“ETCs”) related to their provision of facilities-based wireline telephone service in high cost areas.
−Removed: Under the Alaska High Cost Order issued by the FCC in 2016, GCI Holdings receives this support for its incumbent local exchange carrier operations, which are ETCs under FCC regulations and RCA Orders.
−Removed: This support is frozen at the 2011 levels for High Cost Loop Support and Interstate Common Line Support, with certain adjustments.
−Removed: The support has a ten-year term, from January 1, 2017 to December 31, 2026.
−Removed: Beginning in January 2025, the support amount increases by 30%.
−Removed: Without ETC status, GCI Holdings would not qualify for USF support in these areas, and its net cost of providing local telephone services in these areas would be materially adversely affected.
−Removed: Pursuant to the Alaska High Cost Order, GCI Holdings must meet certain performance requirements with respect to the offering of broadband services in its incumbent local exchange carrier areas.
−Removed: The FCC directed the Bureau to reassess those performance commitments before December 31, 2021, and the Bureau approved revised performance commitments on December 23, 2021.
−Removed: If GCI Holdings fails to meet these performance requirements, it will be subject to repayment of a portion of the high cost support received, as specified in the Alaska High Cost Order, plus potentially an additional penalty.
−Removed: In 2024, the FCC adopted the Alaska Connect Fund Order, which is the successor to the 2016 Alaska High Cost Order.
−Removed: The Alaska Connect Fund Order for wireline providers maintains their existing funding and performance requirements through 2028.
−Removed: Support levels and obligations starting in 2029 have not yet been set by the FCC and could impact GCI Holdings’ ability to continue providing local telephone service in the areas where it relies on high-cost support.
−Removed: Universal Service Support for Mobile.
−Removed: Under FCC regulations and RCA orders, GCI Holdings is an authorized ETC for purposes of providing wireless telephone service in many rural areas throughout Alaska.
−Removed: Without ETC status, GCI Holdings would not qualify for USF support in these areas or other rural areas where it proposes to offer facilities-based wireless telephone services, and its net cost of providing wireless telephone services in these areas would be materially adversely affected.
−Removed: Per the Alaska High Cost Order, as of January 1, 2017, Remote (as defined by the Alaska High Cost Order) high cost support payments to Alaska High Cost participants are frozen on a per-company basis at adjusted December 2014 levels for a
−Removed: ten-year term in exchange for meeting individualized performance obligations to offer voice and broadband services meeting the service obligations at specified minimum speeds by five-year and ten-year service milestones to a specified number of locations.
−Removed: Support amounts increase 30% starting January 2025.
−Removed: Remote high cost support is no longer dependent upon line counts and line count filings are no longer required.
−Removed: Under the terms of the Alaska High Cost Order, the FCC was to initiate a process in 2021 to eliminate duplicate support in areas that were served by more than one subsidized mobile wireless carrier as of December 31, 2020.
−Removed: As part of the Alaska High Cost Order, the FCC issued a Notice of Proposed Rulemaking seeking comment on how to implement that process.
−Removed: The FCC has not to date issued any further orders with respect to that process.
−Removed: The process to eliminate duplicate support in areas has been delayed, and may affect the amount of support GCI Holdings receives to provide wireless services starting in 2030.
−Removed: In November 2024, the FCC adopted the Alaska Connect Fund Order to succeed the Alaska High Cost Order.
−Removed: The Order may result in GCI Holdings receiving less support for its wireless operations in rural Alaska, and could have a material effect on its ability to continue providing service.
−Removed: The FCC has delayed some decisions, such as how to assure that only one provider receives support for a single area and how to calculate any amounts that would be removed as associated with intangible areas, or subject to potential competitive selection in areas with more than one supported mobile provider.
−Removed: The outcome of the FCC decisions and related proceedings could materially impact GCI Holdings’ ability to continue providing or upgrading wireless services in rural Alaska.
−Removed: Wireline Voice Services and Products
−Removed: The FCC has never classified the VoIP wireline telephone services that Charter and GCI Holdings offer as “telecommunications services” that are subject to traditional federal common carrier regulation, but instead has imposed some of these regulatory requirements on a case-by-case basis, such as requirements relating to 911 emergency services (“E911”), Communications Assistance for Law Enforcement Act (“CALEA”) (the statute governing law enforcement access to and surveillance of communications), USF contributions, customer privacy and Customer Proprietary Network Information (“CPNI”) protections, number portability, network and/or 911 outage reporting, rural call completion, disability access, regulatory fees, back-up power, robocall mitigation and discontinuance of service.
−Removed: Nonetheless, GCI Holdings operates as a common carrier with respect to these services.
+Added: Mobile Service
+Added: Charter’s Spectrum Mobile service offers mobile Internet access and telephone service.
+Added: Charter provides this service as a mobile virtual network operator (“MVNO”) using Verizon’s network and its network through Spectrum WiFi and CBRS.
+Added: As an MVNO, Charter is subject to many of the same FCC regulations that apply to facilities-based wireless carriers, as well as certain state or local regulations, including (but not limited to):
+Added: 911 emergency services (“E911”), local number portability, customer privacy, Communications Assistance for Law Enforcement Act (“CALEA”), Universal Service Fund (“USF”) contributions, robocall mitigation, hearing aid compatibility and safety and emission requirements for mobile devices.
+Added: Spectrum Mobile’s broadband Internet access service is also subject to the FCC’s transparency rule and broadband labeling rules.
+Added: The FCC or other regulatory authorities may adopt new or different regulations for MVNOs and/or mobile service providers in the future, or impose new taxes or fees applicable to Spectrum Mobile, which could adversely affect the service offering or Charter’s business generally.
+Added: For example, California has proposed the imposition of service quality metrics on mobile services.
+Added: Wireline Voice Service
+Added: The FCC has never classified the VoIP wireline telephone services that Charter offers as “telecommunications services” that are subject to traditional federal common carrier regulation, but instead has imposed some of these regulatory requirements on a case-by-case basis, such as requirements relating to E911, CALEA (the statute governing law enforcement access to and surveillance of communications), USF contributions, customer privacy and Customer Proprietary Network Information (“CPNI”) protections, number portability, network and/or 911 outage reporting (including outages that adversely affect 911 service), rural call completion, disability access, regulatory fees, robocall mitigation and discontinuance of service.
It is possible that the FCC or Congress will impose additional federal requirements on VoIP telephone services in the future.
−Removed: GCI Holdings’ carrier operations and Charter’s VoIP telephone services are subject to certain state and local regulatory fees such as E911 fees and contributions to state universal service funds.
+Added: Charter’s VoIP telephone services are subject to certain state and local regulatory fees such as E911 fees and contributions to state universal service funds.
Additionally, to comply with RDOF program requirements, Charter has chosen in the RDOF areas to offer Lifeline VoIP telephone services subject to traditional federal and state common carrier regulations.
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Some states have attempted to subject cable VoIP services, such as Charter’s VoIP telephone service, to state level regulation.
−Removed: California has imposed registration, reporting and other obligations on Charter’s VoIP services, including backup power requirements and has proposed the imposition of service quality metrics on VoIP services.
−Removed: California has recently adopted an order requiring providers of VoIP services to comply with registration and/or certification requirements in order to conduct business in the state.
−Removed: Charter has registered with or obtained certificates or authorizations from the FCC and the state regulatory authorities in those states in which Charter offers competitive voice services in order to ensure the continuity of its services.
+Added: California has imposed licensing, reporting and other obligations on Charter’s VoIP services, including backup power requirements and has proposed the imposition of service quality metrics on VoIP services.
+Added: Charter has registered with or obtained certificates or authorizations from the FCC and the state regulatory authorities in those states in which Charter offers competitive voice services and/or VOIP in order to ensure the continuity of its services.
However, it is unclear whether and how these and other ongoing regulatory matters ultimately will be resolved.
State regulatory commissions and legislatures may continue to consider imposing regulatory requirements on Charter’s fixed wireline voice telephone services.
−Removed: As an interexchange carrier, GCI Holdings is subject to regulation by the FCC and the RCA as a non-dominant provider of interstate, international, and intrastate long-distance services.
−Removed: As a state-certificated competitive local exchange carrier, GCI Holdings is subject to regulation by the FCC and the RCA as a non-dominant provider of local communications services.
−Removed: However, as of November 2019, the Alaska Legislature eliminated the RCA’s regulation of rates but retained its certificate authority for intrastate long-distance and local communications services.
−Removed: Military franchise requirements also affect GCI Holdings’ ability to provide communications services to military bases.
−Removed: Rural Exemption and Interconnection.
−Removed: A Rural Telephone Company is exempt from compliance with certain material interconnection requirements under Section 251(c) of the Communications Act of 1934, as amended by the Telecommunications
−Removed: Act of 1996, including the obligation to negotiate Section 251(b) and (c) interconnection requirements in good faith, unless and until a state regulatory commission lifts such “rural exemption” or otherwise finds it does not apply.
−Removed: All ILECs in Alaska are Rural Telephone Companies except Alaska Communications Systems Group, Inc.
−Removed: in its Anchorage study area.
−Removed: GCI Holdings participated in numerous proceedings regarding the rural exemptions of various ILECs in order to achieve the necessary interconnection agreements with the remaining ILECs.
−Removed: In other cases, the interconnection agreements were reached by negotiation without regard to the implications of the ILEC’s rural exemption.
−Removed: GCI Holdings has negotiated and will continue to negotiate interconnection agreements as necessary.
−Removed: GCI Holdings has entered all of the major Alaskan markets with local access services.
−Removed: Access Charges and Other Regulated Fees.
−Removed: The FCC regulates the fees that local telephone companies charge long-distance companies for access to their local networks.
−Removed: In 2011, the FCC released rules to restructure and reduce over time terminating interstate access charges, along with a proposal to adopt similar reforms applicable to originating interstate access charges.
−Removed: The details of implementation in general and between different classes of technology continue to be addressed by the FCC and could affect the economics of some aspects of GCI Holdings’ business.
−Removed: GCI Holdings cannot predict at this time the impact of this implementation or future implementation of adopted reforms, but GCI Holdings does not expect it to have a material adverse impact on its operations.
−Removed: Local facilities and services obtained from other providers.
−Removed: Although GCI Holdings primarily provides communications services over its own facilities, the ability to obtain access to other providers’ networks is an important element of its local access services business.
−Removed: Changes in applicable regulations and the wholesale offerings of suppliers could affect GCI Holdings’ ability to provide service.
−Removed: The FCC regulates spectrum usage in ways that could impact Charter and GCI Holdings’ operations including for microwave backhaul, broadcast, unlicensed WiFi and CBRS.
−Removed: GCI Holdings also operates its own extensive mobile wireless service networks in Alaska.
−Removed: These businesses’ ability to access and use spectrum that may become available in the future is uncertain and may be limited by further FCC auction or allocation decisions.
−Removed: While the FCC currently does not have auction authority, Congressional action to restore the FCC’s auction authority could direct spectrum be licensed in a manner beneficial to competitors.
−Removed: New or additional spectrum obtained by other parties could lead to additional wireless competition to these businesses’ existing and future services.
−Removed: Wireless Services and Products
−Removed: The FCC regulates the licensing, leasing, construction, interconnection, operation, acquisition, and transfer of wireless network systems in the United States pursuant to the Communications Act.
−Removed: GCI Holdings’ wireless licensee subsidiaries are subject to regulation by the FCC and must comply with certain build-out and other license conditions, as well as with the FCC’s specific regulations governing wireless services.
−Removed: The FCC imposes significant regulation on licensees of wireless spectrum with respect to how radio spectrum is used by licensees, the nature of services licensees may offer and how such services may be offered, and the resolution of issues of interference between spectrum bands.
−Removed: The FCC does not currently regulate rates for services offered by commercial mobile radio service providers (the official legal description for wireless service providers).
−Removed: Commercial mobile radio service wireless systems are subject to Federal Aviation Administration and FCC regulations governing the location, lighting, construction, modification, and registration of antenna structures on which GCI Holdings’ antennas and associated equipment are located and are also subject to regulation under federal environmental laws and the FCC’s environmental regulations, including limits on radio frequency radiation from wireless handsets and antennas.
−Removed: Emergency 911 and 988 .
−Removed: The FCC has imposed rules requiring all mobile carriers, including MVNOs, to provide emergency 911 services, including E911 services that provide the caller’s phone number and approximate location to local public safety dispatch agencies.
−Removed: Providers are required to transmit the geographic coordinates of the customer’s location, for both indoor and outdoor locations, within accuracy parameters revised by the FCC, to be implemented over a phase-in period.
−Removed: The FCC also imposed requirements to allow users to text to 911 if the local public safety dispatch agency requests and is able to receive such texts.
−Removed: Providers may not demand cost recovery as a condition of providing E911, although they are permitted to negotiate cost recovery if it is not mandated by the state or local governments.
−Removed: On June 1, 2020 and subsequently on May 24, 2021, GCI
−Removed: Holdings timely sought waivers from the FCC concerning the percentage of wireless calls required to meet 911 location accuracy benchmarks pursuant to the FCC’s phase-in period.
−Removed: In December 2021, GCI Holdings met the 2020 benchmark.
−Removed: GCI Holdings has been able to meet FCC requirements for text to 911 obligations to date.
−Removed: In 2024, the FCC adopted rules requiring carriers to use the geographic coordinates of the customer’s location to route 911 calls to the appropriate emergency call centers;
−Removed: GCI Holdings must implement this location-based routing by May 13, 2026.
−Removed: Also in 2024, the FCC adopted rules intended to facilitate the transition to next-generation 911 services.
−Removed: When those rules become effective, carriers will be required to interconnect with public safety agencies and call centers in IP-based format upon request from those agencies and provided the agencies meet certain technical requirements.
−Removed: Additionally, on an ongoing basis, GCI Holdings is subject to FCC-imposed rules requiring timely reporting of outages impacting access to emergency 911 services.
−Removed: Failure to comply with reporting requirements could result in the imposition of fines and other administrative remedies.
−Removed: The FCC has also imposed rules adopting the three-digit short code 988 for calls and texts placed to the 988 Suicide and Crisis Lifeline.
−Removed: All calls and texts to 988 are transmitted to the national Suicide and Crisis Lifeline call center;
−Removed: by December 14, 2026, GCI Holdings will also be required to include georouting location information with these calls.
−Removed: State and Local Regulation.
−Removed: While the Communications Act generally preempts state and local governments from regulating the entry of, and the rates charged by, wireless carriers, it also permits a state to petition the FCC to allow it to impose commercial mobile radio service rate regulation when market conditions fail to adequately protect customers and such service is a replacement for a substantial portion of the telephone wireline exchange service within a state.
−Removed: The State of Alaska currently has no such petition on file.
−Removed: In addition, the Communications Act does not expressly preempt the states from regulating the “terms and conditions” of wireless service.
−Removed: Several states have invoked this “terms and conditions” authority to impose or propose various consumer protection regulations on the wireless industry.
−Removed: State attorneys general have also become more active in enforcing state consumer protection laws against sales practices and services of wireless carriers.
−Removed: States also may impose their own universal service support requirements on wireless and other communications carriers, similar to the contribution requirements that have been established by the FCC.
−Removed: States have become more active in attempting to impose new taxes and fees on wireless carriers, such as gross receipts taxes.
−Removed: Where successful, these taxes and fees are generally passed through to customers and result in higher costs to customers.
−Removed: At the local level, wireless facilities typically are subject to zoning and land use regulation.
−Removed: Neither local nor state governments may categorically prohibit the construction of wireless facilities in any community or take actions, such as indefinite moratoria, which have the effect of prohibiting construction.
−Removed: Pursuant to Section 6409(a) of the Middle Class Tax Relief Act of 2012, state and local governments are further constrained in their regulation of changes to existing wireless infrastructure.
−Removed: Nonetheless, securing federal, state and local government approvals for new antenna structures has been and is likely to continue to be difficult, lengthy, and costly.
−Removed: Charter’s Mobile Service
−Removed: Charter’s Spectrum Mobile service offers mobile Internet access and telephone service.
−Removed: Charter provides this service as a mobile virtual network operator (“MVNO”) using Verizon’s network and its network through Spectrum WiFi.
−Removed: As an MVNO, Charter is subject to many of the same FCC regulations that apply to facilities-based wireless carriers, as well as certain state or local regulations, including (but not limited to):
−Removed: E911, local number portability, customer privacy, CALEA, USF contribution, robocall mitigation and hearing aid compatibility and safety and emission requirements for mobile devices.
−Removed: Spectrum Mobile’s broadband Internet access service is also subject to the FCC’s transparency rule and broadband labeling rules.
−Removed: The FCC or other regulatory authorities may adopt new or different regulations for MVNOs and/or mobile service providers in the future, or impose
−Removed: new taxes or fees applicable to Spectrum Mobile, which could adversely affect the service offering or Charter’s business generally.
−Removed: For example, California has proposed the imposition of service quality metrics on mobile services.
Privacy and Information Security Regulation
−Removed: The Communications Act limits Charter and GCI Holdings’ ability to collect, use, and disclose customers’ personally identifiable information for its Internet, video, mobile and voice services.
−Removed: Charter and GCI Holdings are subject to additional federal, state, and local laws and regulations that impose additional restrictions on the collection, use and disclosure of consumer information.
−Removed: All broadband and VoIP providers are also obliged by CALEA to configure their networks in a manner that facilitates the ability of state and federal law enforcement, with proper legal process authorized under the Electronic Communications Privacy Act, to wiretap and obtain records and information concerning their customers, including the content of their communications.
−Removed: Further, the FCC, the FTC, and many states regulate and restrict the marketing practices of communications service providers, including telemarketing and sending unsolicited commercial emails.
−Removed: The FTC currently has the authority, pursuant to its general authority to enforce against unfair or deceptive acts and practices, to protect the privacy of customers of non-common carrier services (e.g., Internet service customers) including Charter and GCI Holdings’ use and disclosure of certain customer information.
−Removed: Charter and GCI Holdings’ operations are also subject to federal and state laws governing information security.
−Removed: All states have data breach notification laws that would require us to inform individuals and regulators in the event of a breach that could impact personal information of customers.
+Added: The Communications Act limits Charter’s ability to collect, use, and disclose customers’ personally identifiable information for its Internet, mobile, video and voice services.
+Added: Charter is subject to additional federal, state, and local laws and regulations that impose additional restrictions on the collection, use and disclosure of consumer information.
+Added: All broadband and VoIP providers are also obliged by CALEA to configure their networks in a manner that facilitates the ability of state and federal law enforcement, with proper legal process authorized under the Electronic Communications Privacy Act, to wiretap and obtain records and information concerning its customers, including the content of their communications.
+Added: Further, the FCC, Federal Trade Commission (“FTC”), and many states regulate and restrict the marketing practices of communications service providers, including telemarketing and sending unsolicited commercial emails.
+Added: The FTC currently has the authority, pursuant to its general authority to enforce against unfair or deceptive acts and practices, to protect the privacy of Internet service customers, including Charter’s use and disclosure of certain customer information.
+Added: Charter’s operations are also subject to federal and state laws governing information security.
+Added: All states have data breach notification laws that would require us to inform individuals and regulators in the event of a breach that could impact personal information of its customers.
In the event of an information security breach, such rules may require consumer and government agency notification and may result in regulatory enforcement actions with the potential of monetary forfeitures.
The FCC, the FTC and state attorneys general regularly bring enforcement actions against companies related to information security breaches and privacy violations.
+Added: The California Privacy Protection Agency adopted new cybersecurity regulations that will require Charter to conduct annual cybersecurity audits if the processing of Charter’s personal data “presents significant risk to consumers’ security.” The first deadline for compliance is January 1, 2027 and the first audit certification is due by April 1, 2028.
Various security standards provide guidance to telecommunications companies in order to help identify and mitigate cybersecurity risks.
6 unchanged sentences
Several government agencies have encouraged compliance with the NIST CSF, including the FCC and Department of Homeland Security’s Cybersecurity and Infrastructure Security Agency (“CISA”).
−Removed: Charter and GCI Holdings’ overall cybersecurity program is informed by the NIST and other industry standards and best practices.
−Removed: The FCC adopted rules expanding its cybersecurity guidelines and requirements.
−Removed: These rules have been challenged in federal court and Charter and GCI Holdings cannot predict the outcome of that appeal or whether the rules could be modified by the new Administration.
+Added: Charter’s overall cybersecurity program is informed by the NIST and other industry standards and best practices.
+Added: The FCC adopted rules expanding
+Added: its cybersecurity guidelines and requirements.
+Added: These rules have been challenged in federal court and Charter cannot predict the outcome of that appeal or whether the rules could be modified by the new Administration.
CISA has sought comment on the development of cyber incident reporting rules, pursuant to 2022 legislative requirements, that require critical infrastructure entities to report substantial cyber incidents within 72 hours of their discovery.
+Added: On June 13, 2025, the New York Public Service Commission issued a Notice of Proposed Rulemaking for Information Technology Cybersecurity Requirements pertaining to regulated entities, including telecommunications and cable service providers.
+Added: Written comments on the proposed rule were due on September 15, 2025, and the proceeding is ongoing.
+Added: These rules, if adopted, may increase costs or impose new restrictions on the operation of Charter’s business.
+Added: The Department of Defense began the phased rollout of the Cybersecurity Maturity Model Certification program, which amends the Defense Federal Acquisition Regulation Supplement and introduces mandatory cybersecurity standards for defense contractors, on November 10, 2025.
Many states and local authorities have considered legislative or other actions that would impose restrictions on Charter’s ability to collect, use and disclose, and safeguard certain consumer information.
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The Maine Act to Protect Privacy of Online Customer Information, which regulates how Internet service providers use and disclose customers’ personal information and requires Internet service providers to take reasonable measures to protect customers’ personal information, became effective on July 1, 2020.
−Removed: Data privacy laws subsequently have taken effect in Colorado, Connecticut, Delaware, Florida, Iowa, Montana, Nebraska, New Hampshire, New Jersey, Oregon, Texas, Virginia, and Utah, and are scheduled to become effective in Tennessee on July 1, 2025, Minnesota on July 31, 2025, Maryland on October 1, 2025, and Indiana, Kentucky, and Rhode Island on January 1, 2026.
+Added: Data privacy laws subsequently have taken effect in Colorado, Connecticut, Delaware, Florida, Indiana, Iowa, Kentucky, Maryland, Minnesota, Montana, Nebraska, New Hampshire, New Jersey, Oregon, Rhode Island, Tennessee, Texas, Utah and Virginia.
+Added: The California Privacy Protection Agency adopted new regulations governing the use of automated decision-making tools, defining cybersecurity audit requirements, and requiring risk assessments of certain types of processing activities.
+Added: Colorado adopted amendments to its regulations under the Colorado Privacy Act, and New Jersey is in the process of finalizing regulations under the New Jersey Data Privacy Act.
+Added: Colorado passed the Colorado Artificial Intelligence Act (“CAIA”) which will take effect on June 30, 2026.
+Added: The CAIA governs the use of certain artificial intelligence (“AI”) systems.
Each of these laws will regulate the way that companies collect, use, and share personal information about consumers.
Other state legislatures are considering the adoption of new data security and cybersecurity legislation, and states with newly passed laws continue to consider amendments, that could result in additional network and information security requirements for Charter’s business.
−Removed: The FTC has an ongoing Advance Notice of Proposed Rulemaking to explore rules related to the collection, analysis, and monetization of consumers’ information, as well as companies’ data security practices and related disclosures to consumers.
−Removed: The FTC has also warned companies not to misuse consumers’ biometric information, with a broad definition of biometrics
−Removed: similar to Washington’s My Health My Data Act and the CCPA that treat biometrics as sensitive consumer information, and Illinois and Texas have also adopted laws regulating the use of such information.
−Removed: The new Congress may also adopt new privacy and data security obligations that could supplement or preempt state privacy laws.
−Removed: Charter and GCI Holdings cannot predict whether any of the above efforts will be successful, challenged, upheld, vacated, or preempted, or how new legislation and regulations, if any, would affect their businesses.
−Removed: Environmental Regulations
−Removed: GCI Holdings undertakes activities that may, under certain circumstances, affect the environment.
−Removed: Accordingly, it may be subject to federal, state, and local laws designed to preserve or protect the environment, including the Clean Water Act and the Emergency Planning and Community Right-to-Know Act.
−Removed: The FCC, Bureau of Land Management, U.S.
−Removed: Forest Service, U.S.
−Removed: Fish and Wildlife Service, U.S.
−Removed: Army Corps of Engineers, Bureau of Indian Affairs, and National Park Service are among the federal agencies required by the National Environmental Policy Act of 1969 and National Historic Preservation Act to consider the environmental impact of actions they authorize, including facility construction.
−Removed: The principal effect of GCI Holdings’ facilities on the environment would be in the form of construction of facilities and networks at various locations in Alaska and between Alaska, Washington, and Oregon.
−Removed: GCI Holdings’ facilities have been constructed in accordance with federal, state and local building codes and zoning regulations whenever and wherever applicable.
−Removed: GCI Holdings obtains federal, state, and local permits, as required, for its projects and operations.
−Removed: GCI Holdings is unaware of any material violations of federal, state, or local regulations or permits.
−Removed: Charter and GCI Holdings operate in intensely competitive industries and compete with a number of companies that provide a broad range of communication, entertainment, and information products and services.
−Removed: Technological changes are further intensifying and complicating the competitive landscape and consumer behavior.
−Removed: Residential/Consumer Services
−Removed: Charter and GCI Holdings face intense competition for residential customers, both from existing competitors and, as a result of the rapid development of new technologies, services and products, from new entrants.
+Added: For example, Louisiana (effective July 1, 2026), Texas (effective January 1, 2026 but enjoined by the district court and appealed to the fifth circuit where it is currently pending), California (effective January 1, 2027) and Utah (effective May 7, 2025) passed laws establishing specific requirements for app developers and stores requiring age verification and parental consent for online apps.
+Added: The FTC adopted amendments to the Children’s Online Privacy Protection Act (“COPPA”) rules earlier this year to reflect changes in technology that have occurred since the COPPA rules were last updated in 2013.
+Added: The FTC has also warned companies not to misuse consumers’ biometric information, with a broad definition of biometrics similar to Washington’s My Health My Data Act and the CCPA that treat biometrics as sensitive consumer information, and Illinois and Texas have also adopted laws regulating the use of such information.
+Added: Congress may also adopt new privacy and data security obligations that could supplement or preempt state privacy laws.
+Added: Finally, enforcement of state consumer privacy laws has increased with both the California attorney general and the California Privacy Protection Agency bringing actions against companies in multiple industry sectors for failure to comply with various aspects of the CCPA.
+Added: The Texas attorney general has been active in enforcing the new Texas Data Privacy and Security Act and other states—including Connecticut, Arkansas, and Nebraska—have increased enforcement.
+Added: Charter cannot predict whether any of the above efforts will be successful, challenged, upheld, vacated, or preempted, or how new legislation and regulations, if any, would affect its business.
+Added: Seasonality and Cyclicality
+Added: Charter is subject to seasonal and cyclical variations.
+Added: Charter’s results are impacted by the seasonal nature of customers receiving its cable services in college and vacation service areas.
+Added: Charter’s revenue is subject to cyclical advertising patterns and changes in viewership levels.
+Added: Its advertising revenue is generally higher in the second and fourth calendar quarters of each year, due in part to increases in consumer advertising in the spring and in the period leading up to and including the holiday season.
+Added: advertising revenue is also cyclical, benefiting in even-numbered years from advertising related to candidates running for
+Added: political office and issue-oriented advertising.
+Added: Charter’s capital expenditures and trade working capital are also subject to significant seasonality based on the timing of subscriber growth, network programs, specific projects and construction.
+Added: Residential Services
+Added: Charter faces intense competition for residential customers, both from existing competitors and, as a result of the rapid development of new technologies, services and products, from new entrants.
Internet Competition
−Removed: The Internet industry is highly competitive, rapidly evolving and subject to constant technological change.
−Removed: Competition is based upon price, service bundles, the services and enhancements offered, the technologies used, customer service, billing services, and perceived quality, reliability and availability.
−Removed: Charter and GCI Holdings’ residential Internet services face competition across their footprints from fiber-to-the-home (“FTTH”), fixed wireless broadband, Internet delivered via low earth orbit (“LEO”) or geostationary satellite and digital subscriber line (“DSL”) services.
−Removed: (“AT&T”), Frontier Communications Corporation (“Frontier”) and Verizon are Charter’s primary FTTH competitors and several of these FTTH competitors deliver 1 Gbps broadband speed (and some deliver multi Gbps) in at least a portion of their footprints which overlap Charter’s footprint.
−Removed: Additionally, several national mobile network operators offer LTE or 5G delivered cell phone home Internet service (fixed wireless access from cell phone towers) in Charter’s markets.
−Removed: In several markets, Charter and GCI Holdings also face competition from one or more fixed wireless providers that deliver point-to-point Internet connectivity.
−Removed: Internet services based on LEO technology have been gaining market share.
−Removed: DSL service is offered across Charter’s footprint and a portion of GCI Holdings’ footprint, often at prices lower than Charter and GCI Holdings’ Internet services, although typically at speeds much lower than the minimum speeds offered by Charter and GCI Holdings.
+Added: Charter’s residential Internet service faces competition across its footprint from fiber-to-the-home (“FTTH”), fixed wireless broadband, Internet delivered via satellite and digital subscriber line (“DSL”) services.
+Added: Several FTTH competitors deliver 1 Gbps broadband speed (and some deliver multi Gbps) in at least a portion of their footprints which overlap Charter’s footprint.
+Added: (“AT&T”) and Verizon are Charter’s primary FTTH competitors.
+Added: Charter faces terrestrial broadband Internet (defined by the FCC as at least 100 Mbps) competition from AT&T and Verizon in approximately 27% and 16% of its operating footprint, respectively.
+Added: DSL service is also offered across Charter’s footprint, often at prices lower than Charter’s Internet services, although typically at speeds much lower than the minimum speeds offered as part of Charter’s Spectrum pricing and packaging.
In addition, commercial areas, such as retail malls, restaurants and airports, offer WiFi Internet service.
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These options offer alternatives to cable-based Internet access.
−Removed: Charter faces terrestrial broadband Internet (defined by the FCC as at least 100 Mbps) competition from three primary competitors, AT&T, Frontier and Verizon, in approximately 25%, 9% and 6% of its operating footprint, respectively.
+Added: Several national mobile network operators offer long-term evolution (“LTE”) or 5G delivered cell phone home Internet service (fixed wireless access from cell phone towers) in Charter’s markets.
+Added: In several markets, Charter also faces competition from one or more fixed wireless providers that deliver point-to-point Internet connectivity.
+Added: Further acquisition of additional spectrum by its competitors as a result of secondary sales or auction of additional spectrum would intensify these competitive pressures.
+Added: Mobile Competition
+Added: Charter’s mobile service faces competition from national mobile network operators (“MNOs”) including AT&T, Verizon and T-Mobile, as well as a variety of regional operators and mobile virtual network operators.
+Added: Most carriers offer unlimited data packages to customers and combine free or highly discounted devices based on rate plans selected.
+Added: The MNOs also offer wireless Internet services delivered over networks that they continue to enhance to deliver faster speeds.
+Added: AT&T, Verizon and T-Mobile continue to expand 5G mobile services, and consolidations in the telecom industry continue to increase competition as they seek to offer converged connectivity services similar to Charter’s.
+Added: Charter also competes for retail activations with other resellers that buy bulk wholesale service from wireless service providers for resale.
Video Competition
−Removed: Charter and GCI Holdings’ residential video services face growing competition across their footprints from a number of other sources, including companies that deliver linear network programming, movies and television shows on demand and other video content over broadband Internet connections to televisions, computers, tablets and mobile devices.
+Added: Charter’s residential video service faces growing competition across its footprints from a number of other sources, including companies that deliver linear network programming, movies and television shows on demand and other video content over broadband Internet connections to televisions, computers, tablets and mobile devices.
Increasingly, exclusive television content, including marquee content like live sporting events, is becoming available from sources other than traditional MVPDs.
−Removed: These competitors include virtual MVPDs such as YouTube TV, Hulu Live, Sling TV, Philo and DirecTV Stream.
−Removed: Other online video business models and products have also developed, some offered by programmers including, (i) subscription video on demand (“SVOD”) services such as Netflix, Apple TV+, Amazon Prime and Hulu Plus, (ii) programmer streaming applications such as Max, Disney+, Peacock and Paramount+, (iii) ad-supported free online video products, including YouTube and Pluto TV, some of which offer programming for free to consumers that Charter currently purchases for a fee, (iv) pay-per-view products, such as iTunes, and (v) additional offerings from mobile providers which continue to integrate and bundle video services and mobile products.
+Added: These competitors include virtual MVPDs such as YouTube TV, Hulu Plus Live TV, Sling TV, Philo and DirecTV Stream.
+Added: Other online video business models and products have also developed, some offered by programmers including, (i) subscription video on demand (“SVOD”) services such as Netflix, Apple TV+, Amazon Prime and Hulu, (ii) programmer streaming applications such as HBO Max, ESPN Unlimited, Disney+, Peacock and Paramount+, (iii) ad-supported free online video products, including YouTube and Pluto TV, some of which offer programming for free to consumers that Charter currently purchases for a fee, (iv) pay-per-view products, such as iTunes, and (v) additional offerings from mobile providers which continue to integrate and bundle video services and mobile products.
Historically, Charter has generally viewed SVOD online video services as complementary to its own video offering and, in the case of programmer streaming applications, Charter is packaging with the linear offerings.
However, services from virtual MVPDs and programmer streaming applications, as well as piracy and password sharing, negatively impact the number of customers purchasing Charter’s video product.
−Removed: Charter and GCI Holdings’ residential video services also face competition from direct broadcast satellite (“DBS”) service providers, which have a national footprint and compete in all of Charter’s operating areas.
+Added: Charter’s residential video service also faces competition from direct broadcast satellite (“DBS”) service providers, which have a national footprint and compete in all of Charter’s operating areas.
DBS providers offer satellite-delivered pre-packaged programming services that can be received by relatively small and inexpensive receiving dishes.
−Removed: DBS providers offer aggressive promotional pricing and video services that are comparable in many respects to Charter and GCI Holdings' residential video service.
+Added: DBS providers offer aggressive promotional pricing and video services that are comparable in many respects to Charter’s residential video service.
Charter’s residential video service also faces competition from large telecommunications companies, primarily Verizon, which offer wireline video services in significant portions of Charter’s operating areas.
−Removed: GCI Holdings has announced that it plans to exit the video business in 2025, subject to regulatory approvals.
−Removed: Mobile Competition
−Removed: Charter and GCI Holdings’ mobile services face competition from national mobile network operators including AT&T, Verizon and for Charter only, T-Mobile US, Inc.
−Removed: (“T-Mobile”), as well as a variety of regional operators and mobile virtual network operators.
−Removed: Most carriers offer unlimited data packages to customers while some also offer free or highly discounted devices.
−Removed: Various operators also offer wireless Internet services delivered over networks which they continue to enhance to deliver faster speeds.
−Removed: As a regional wireless carrier, GCI Holdings may not have immediate access to some wireless handsets that are available to these national wireless carriers.
−Removed: AT&T, Verizon and T-Mobile continue to expand 5G mobile services, and consolidations in the telecom industry continue to increase competition as they seek to offer converged connectivity services similar to Charter and GCI Holdings.
−Removed: Charter also competes for retail activations with other resellers that buy bulk wholesale service from wireless service providers for resale.
Voice Competition
−Removed: Charter and GCI Holdings’ residential voice services compete with wireless and wireline phone providers across their footprints, as well as other forms of communication, such as text messaging on cellular phones, instant messaging, social networking services, video conferencing and email.
−Removed: Charter and GCI Holdings also compete with “over-the-top” phone providers, as well as companies that sell phone cards at a cost per minute for both national and international service.
−Removed: The increase in the number of different technologies capable of carrying voice services and the number of alternative communication options available to customers as well as the replacement of wireline services by wireless have intensified the competitive environment in which Charter and GCI Holdings operate their residential voice services.
−Removed: GCI Holdings also competes against ILECs, long-distance resellers and certain smaller rural local telephone companies for local access and long-distance.
−Removed: GCI Holdings has competed by offering what it believes is excellent customer service and by providing desirable bundles of services.
+Added: Charter’s residential voice service competes with wireless and wireline phone providers across its footprints, as well as other forms of communication, such as text messaging on cellular phones, instant messaging, social networking services, video conferencing and email.
+Added: Charter also competes with “over-the-top” phone providers, as well as companies that sell phone cards at a cost per minute for both national and international service.
+Added: The increase in the number of different technologies capable of carrying voice services and the number of alternative communication options available to customers as well as the replacement of wireline services by wireless have intensified the competitive environment in which Charter operates its residential voice services.
Additional Competition
−Removed: In some of Charter and GCI Holdings’ operating areas, other regional competitors have built networks that offer a combination of Internet, video, mobile and voice services that compete with its services.
−Removed: Charter and GCI Holdings also compete with other sources of news, information and entertainment, including over-the-air television broadcast reception, live events, movie theaters and the Internet.
+Added: In some of Charter’s operating areas, other regional competitors have built networks that offer Internet, mobile, video and voice services that compete with its services.
+Added: Charter also competes with other sources of news, information and entertainment, including over-the-air television broadcast reception, live events, movie theaters and the Internet.
Competition is also posed by fixed wireless and satellite master antenna television systems serving MDUs, such as condominiums, apartment complexes, and private residential communities.
−Removed: Business Services
−Removed: Charter and GCI Holdings face intense competition across each of their business service product offerings.
−Removed: Charter’s SMB Internet, video, mobile and voice services face competition from a variety of providers as described above.
−Removed: Charter’s enterprise solutions face competition from the competitors described above as well as cloud-based application-service providers, managed service providers and other telecommunications carriers, such as metro and regional fiber-based carriers.
−Removed: GCI Holdings’ business data, wireless and voice services face similar competition as described above for its consumer products.
−Removed: Charter and GCI Holdings face intense competition for advertising revenue across many different platforms and from a wide range of local and national competitors.
+Added: Commercial Services
+Added: Charter faces intense competition across each of its business services product offerings.
+Added: Charter’s small business Internet, mobile, video and voice services face competition from a variety of providers as described above.
+Added: Charter’s mid-market & large business solutions face competition from the competitors described above as well as cloud-based application-service providers, managed service providers and other telecommunications carriers, such as metro and regional fiber-based carriers.
+Added: Charter faces intense competition for advertising revenue across many different platforms and from a wide range of local and national competitors.
Advertising competition has increased and will likely continue to increase as new advertising platforms seek to attract the same advertisers.
−Removed: Charter and GCI Holdings compete for advertising revenue against, among others, local broadcast stations, national cable and broadcast networks, radio stations, print media, connected device platforms, direct-to-consumer ad-supported applications and online advertising companies and content providers.
+Added: Charter competes for advertising revenue against, among others, local broadcast stations, national cable and broadcast networks, direct-to-consumer ad-supported applications, connected device platforms, social media networks, online advertising companies and content providers, radio stations and print media.
Human Capital Resources
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Liberty Broadband fully supports these efforts.
−Removed: As of December 31, 2024, the Company’s consolidated subsidiaries had an aggregate of approximately 1,900 full and part-time employees and the Company is not party to any union contracts with its employees.
−Removed: Liberty Broadband believes that its employee relations are good.
−Removed: GCI Holdings has been operating in Alaska for more than 40 years and most of its employees live in the communities it serves.
−Removed: While most employees live in Alaska, GCI Holdings has employees located throughout the United States, and approximately 70% of GCI’s employees work from home.
−Removed: Many of GCI’s employees have been with the company for decades and, in some cases, their children have joined the GCI team and have become the next generation of the GCI family.
−Removed: This sense of family and valuing its employees is a strong part of GCI’s culture and is one that generates pride among employees and company leadership.
−Removed: GCI is committed to creating and maintaining an environment that provides opportunities for excellence and advancements.
−Removed: To that end, GCI is committed to ensuring its employees, at all levels of the company, are experts in their fields, and provides opportunities for training, including certifications relating to various technical aspects of the GCI business, training in people skills, management best practices and team-building, as well as tuition reimbursement to employees who are pursuing college or technical schools degrees while working for GCI.
−Removed: In 2020, GCI launched an initiative to evaluate the incorporation of diversity, equity and inclusion principles in all corporate operations and continues to assess and evolve its practices to create a focus on these principles.
Available Information
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(844) 826-8735.
−Removed: The information contained on our website and the websites of GCI Holdings and Charter are not incorporated by reference herein.
+Added: The information contained on our website and/or Charter’s website is not incorporated by reference herein.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.