−Removed: The risks described below and elsewhere in this annual report are not the only ones that relate to our businesses or our capitalization.
+Added: The risks described below and elsewhere in this annual report are not the only ones that relate to our business or our capitalization.
The risks described below are considered to be the most material.
−Removed: However, there may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that also could have material adverse effects on our businesses.
+Added: However, there may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that also could have material adverse effects on our business.
Past financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods.
−Removed: If any of the events described below were to occur, our businesses, prospects, financial condition, results of operations and/or cash flows could be materially adversely affected.
+Added: If any of the events described below were to occur, our business, prospects, financial condition, results of operations and/or cash flows could be materially adversely affected.
Risk Factor Summary
2 unchanged sentences
● As a holding company, we could be unable to obtain cash in amounts sufficient to service our financial obligations or meet our other commitments.
−Removed: ● Other than cash generated from our participation in Charter’s stock repurchase program or cash loaned to us by Charter pursuant to the Stockholders and Letter Agreement Amendment, we do not have access to the cash that Charter generates from its operating activities.
+Added: ● Other than cash generated from our participation in Charter’s stock repurchase program or cash loaned to us by Charter pursuant to the Stockholders and Letter Agreement Amendment, we do not have access to the cash that Charter generates from its operating activities, and we are subject to Charter’s ability to provide such liquidity under the terms of the Merger Agreement.
● We rely on Charter to provide us with the financial information that we use in accounting for our ownership interest in Charter as well as information regarding Charter that we include in our public filings.
● We may become subject to the Investment Company Act.
−Removed: ● Our company has overlapping directors and officers with Liberty, QVC Group and Liberty TripAdvisor Holdings, Inc.
−Removed: (“TripCo”), which may lead to conflicting interests.
+Added: ● Our company has overlapping directors and officers with Liberty, GCI Liberty and Liberty Live Holdings, Inc.
+Added: (“Liberty Live”), which may lead to conflicting interests.
● Certain of our inter-company agreements were negotiated while we were a subsidiary of Liberty and hence may not be the result of arms’ length negotiations.
● Our ability to use net operating loss and disallowed business interest carryforwards to reduce future tax payments could be negatively impacted if there is an “ownership change”.
+Added: ● Cyberattacks or other network disruptions could have an adverse effect on our company.
Factors Related to Our and Our Subsidiaries’ Indebtedness
3 unchanged sentences
● Variable rate indebtedness subjects us to interest rate risk.
−Removed: Factors Relating to GCI
−Removed: ● GCI faces competition, including from non-geostationary satellites, that may reduce its market share and harm its financial performance.
−Removed: ● If GCI experiences customer losses, our company’s financial performance will be negatively impacted.
−Removed: ● Adverse economic conditions in the U.S.
−Removed: and inflationary pressures on input costs and labor.
−Removed: ● GCI may be unable to obtain or maintain the roaming services it needs to remain competitive.
−Removed: ● Changes to or interpretations of existing statutes, rules, regulations, or the adoption of new ones.
−Removed: ● USF receivables and contributions are subject to change due to regulatory actions taken by the FCC or legislative or judicial actions that change the rules and regulations governing the USF program.
−Removed: ● GCI’s ability to comply with the USF program requirements.
−Removed: ● Loss of GCI’s ETC status would disqualify it for USF support.
−Removed: ● A disruption in the payment of USF support or federal grants on which GCI Holdings relies, through Executive Branch action or otherwise.
−Removed: ● A successful legal challenge to the constitutionality of the USF could disrupt or eliminate GCI’s USF support.
−Removed: ● GCI may not meet its performance plan milestones under the Alaska High Cost Order.
−Removed: ● GCI may lose USF high cost support after 2026 if certain competitive conditions are met.
−Removed: ● GCI may experience delayed or lost USF high cost support if the FCC does not approve its mobile performance plan in 2026, or its fixed broadband performance plan in or after 2028.
−Removed: ● The decline in GCI’s Other revenue results of operations may accelerate.
−Removed: ● Failure to stay abreast of new technology could affect GCI’s ability to compete in the industry.
−Removed: ● GCI’s operations, which are geographically concentrated in Alaska, are impacted by the economic conditions in Alaska, and GCI may not be able to increase its share of the existing market for its services.
−Removed: ● Natural or man-made disasters or terrorist attacks could have an adverse effect on GCI’s business.
−Removed: ● Cyberattacks or other network disruptions could have an adverse effect on our company and GCI’s business.
−Removed: ● The processing, storage, sharing, use, disclosure and protection of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements or differing views of personal privacy rights.
−Removed: ● Increases in data usage on GCI’s wired and wireless networks may cause network capacity limitations, resulting in service disruptions, reduced capacity or slower transmission speeds for GCI’s customers.
−Removed: ● Prolonged service interruptions or system failures could affect GCI’s business.
−Removed: ● GCI’s ability to immediately restore the entirety of its service may be limited if failures occur in GCI’s undersea fiber optic cable systems, its TERRA facilities, or its satellite communications systems.
−Removed: ● GCI depends on a limited number of third-party vendors and will not be able to meet the needs of its customers if it does not obtain the necessary communications equipment from such vendors.
−Removed: ● Climate change and increasingly stringent environmental laws, rules and regulations, and customer expectations could adversely affect GCI’s business.
−Removed: ● GCI does not have insurance to cover certain risks to which it is subject, which could lead to the occurrence of uninsured liabilities.
−Removed: ● Any errors, cyber-attacks or other operational disruption to GCI’s third-party vendor’s customer billing systems could have adverse operational, financial and reputational effects on our company’s business.
−Removed: ● Any significant impairment of GCI’s indefinite-lived intangible assets would lead to a reduction in its net operating performance and a decrease in its assets.
Factors Relating to Charter
5 unchanged sentences
● Charter may not have the ability to pass on to its customers all of the increases in programming costs, which could adversely affect its cash flow and operating margins.
−Removed: ● Issues related to the development and use of artificial intelligence (“AI”) could give rise to legal or regulatory action, damage Charter’s reputation or otherwise materially harm its business.
+Added: ● Issues related to the development and use of AI could give rise to legal or regulatory action, damage Charter’s reputation or otherwise materially harm its business.
● Charter’s exposure to the economic conditions of its current and potential customers, vendors and third parties could adversely affect its cash flow, results of operations and financial condition.
6 unchanged sentences
● The failure of Charter to renew a franchise or the grant of additional franchises in one or more service areas.
+Added: ● The Cox Transactions are subject to conditions, some or all of which may not be satisfied, or completed on a timely basis, if at all.
+Added: ● Charter’s plans for funding the cash consideration and assuming indebtedness of Cox Communications, Inc.
+Added: (“Cox Communications”) may be adversely affected to the extent there are greater-than-expected increases in Charter’s indebtedness, lower-than-expected operating results, credit rating downgrades, or significant financial market disruptions.
+Added: ● Charter and Cox Communications are subject to contractual restrictions while the Cox Transactions are pending, which could adversely affect their respective businesses and operations.
+Added: ● Charter will incur direct and indirect costs as a result of the Cox Transactions.
+Added: ● If Charter is not able to successfully integrate Cox Communications’ business within the anticipated time frame, or at all, the anticipated cost savings and other benefits of the Cox Transactions may not be realized fully, or at all, or may take longer to realize than expected.
+Added: In such circumstances, in the event the Cox Transactions are completed, Charter may not perform as expected and the value of the Charter Class A common stock may be adversely affected.
+Added: ● The market price of Charter Class A common stock may decline as a result of the Cox Transactions.
+Added: ● The Cox Transactions raise other risks.
Factors Relating to our Common Stock and the Securities Market
4 unchanged sentences
● Common stock transactions by our insiders could depress the market price of those stocks.
−Removed: Factors Relating to the Transactions
−Removed: ● The Combination may not qualify as a “reorganization” within the meaning of Section 368(a) of the Code or the IRS may disagree with the intended tax treatment of any proceeds we receive from the repurchase of Charter shares or certain loans we receive from Charter.
−Removed: ● The proposed Transactions may not be completed on the currently contemplated timeline or at all and may not achieve the intended benefits.
+Added: Factors Relating to the Proposed Transactions
+Added: ● If the treatment of the Combination as a “reorganization” is challenged by the Internal Revenue Service (the “IRS”) or the IRS disagrees with the intended tax treatment of any proceeds we receive from the repurchase of Charter shares or certain loans we receive from Charter, the Combination may result in additional tax liability for us or our stockholders.
● We expect to incur costs and expenses in connection with the Transactions.
3 unchanged sentences
● The Merger Agreement contains provisions that limit our ability to pursue alternatives to the Combination, could discourage a potential acquiror from making a favorable alternative transaction proposal and, in specified circumstances, could require us to pay a substantial termination fee to Charter.
−Removed: ● Failure to complete the GCI Divestiture on the agreed terms could delay or prevent the completion of the Combination.
−Removed: ● The GCI Divestiture may result in substantial income tax liabilities for our company, which Charter will bear upon completion of the Combination, and for holders of shares of our common stock.
Factors Relating to Our Corporate History and Structure
We are a holding company, and we could be unable to obtain cash in amounts sufficient to service our financial obligations or meet our other commitments.
−Removed: Our ability to meet our current and future financial obligations, including to make debt service obligations under the Margin Loan Agreement (as defined below) and the Company Debentures, and other contractual commitments depends upon our ability to access cash.
−Removed: We are a holding company, and our sources of cash include our available cash balances, net cash from the operating activities of our wholly owned subsidiaries, any dividends and interest we may receive from our investments, available funds under the Margin Loan Agreement (which was $1,150 million as of December 31, 2024), cash generated from our participation in Charter’s stock repurchase program or cash loaned to us by Charter pursuant to the Stockholders and Letter Agreement Amendment and proceeds from any asset sales or other forms of asset monetization we may undertake in the future (subject to certain restrictions in the Merger Agreement).
−Removed: In addition, the ability of our operating subsidiaries to pay dividends or to make other payments or advances to us depends on their operating results and any statutory, regulatory or contractual restrictions to which they may be or may become subject.
−Removed: Some state regulators have imposed, and others may consider imposing on regulated companies, including us, cash management practices that could limit the ability of such regulated companies to
−Removed: transfer cash between subsidiaries or to the parent company.
−Removed: While none of the existing state regulations materially affect our cash management, any changes to the existing regulations or imposition of new regulations or restrictions may materially adversely affect our ability to transfer cash within our consolidated companies.
−Removed: Other than cash generated from our participation in Charter’s stock repurchase program or cash loaned to us by Charter, in each case, pursuant to the Stockholders and Letter Agreement Amendment, we do not have access to the cash that Charter generates from its operating activities.
+Added: Our ability to meet our current and future financial obligations, including to make debt service obligations under the Margin Loan Agreement and the 3.125% Debentures due 2053 (each as defined below), and other contractual commitments depends upon our ability to access cash.
+Added: We are a holding company, and our sources of cash include our available cash balances, any dividends and interest we may receive from our investments, available funds under the Margin Loan Agreement (which had borrowing capacity of $1,150 million as of December 31, 2025 with approximately $800 million available to be drawn), cash generated from our participation in Charter’s stock repurchase program or cash loaned to us by Charter pursuant to the Stockholders and Letter Agreement Amendment and proceeds from any asset sales or other forms of asset monetization we may undertake in the future (subject to certain restrictions in the Merger Agreement).
+Added: No assurance can be given that these sources of liquidity will be sufficient to service our financial obligations and other commitments during the pendency of the proposed Transactions.
+Added: See “ Other than cash generated from our participation in Charter’s stock repurchase program or cash loaned to us by Charter, in each case, pursuant to the Stockholders and Letter Agreement Amendment, we do not have access to the cash that Charter generates from its operating activities, and we are subject to Charter’s ability to provide such liquidity under the terms of the Merger Agreement ” below.
+Added: Other than cash generated from our participation in Charter’s stock repurchase program or cash loaned to us by Charter, in each case, pursuant to the Stockholders and Letter Agreement Amendment, we do not have access to the cash that Charter generates from its operating activities, and we are subject to Charter’s ability to provide such liquidity under the terms of the Merger Agreement.
Notwithstanding our ownership interest in Charter and our having three nominees on its thirteen-member board of directors, we have no ability to cause Charter to pay dividends to us, and we cannot cause Charter to make funds available to us except pursuant to the terms of the Stockholders Agreement and the Letter Agreement, each as amended by the Stockholders and Letter Agreement Amendment.
During the pendency of the proposed Transactions, the Stockholders and Letter Agreement Amendment modifies the terms set forth in the existing Letter Agreement with respect to our participation in Charter’s stock repurchase program.
−Removed: Pursuant to the Stockholders and Letter Agreement Amendment, each month during the pendency of the proposed Transactions, Charter will repurchase shares of Charter Class A common stock from us in an amount equal to the greater of (i) $100 million and (ii) an amount such that immediately after giving effect thereto, we 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 our 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 us 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: From and after the date the Company Debentures 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, we would satisfy certain minimum liquidity requirements as set forth in the Stockholders and Letter Agreement Amendment and (y) the aggregate principal amount outstanding under our Margin Loan Facility.
−Removed: The repurchases of our shares of Charter Class A common stock during such period are intended to facilitate our repayment of certain of our outstanding indebtedness and to allow us to maintain sufficient liquidity to fund our ongoing operations during the pendency of the proposed Transactions.
−Removed: If the repurchases and/or loans are not consummated on the agreed terms, or otherwise fail to meet the intended objectives, there could be adverse effects on each of our and Charter’s financial positions and on the Combination.
+Added: Pursuant to the Stockholders and Letter Agreement Amendment, each month during the pendency of the proposed Transactions, Charter is intended to repurchase shares of Charter Class A common stock from us in an amount equal to the greater of (i) $100 million and (ii) an amount such that immediately after giving effect thereto, we 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 our 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 us 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: From and after the date the 3.125% Debentures due 2053 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, we would satisfy certain minimum liquidity requirements as set forth in the Stockholders and Letter Agreement Amendment and (y) the aggregate principal amount outstanding under our Margin Loan Facility.
+Added: These proposed share repurchases and the alternative loan arrangements are intended to facilitate our repayment of certain of our outstanding indebtedness and to allow us to maintain sufficient liquidity to fund our ongoing operations during the pendency of the proposed Transactions.
+Added: If Charter is unable to provide the appropriate liquidity under the repurchases and/or
+Added: loans, as provided under the Merger Agreement, we may have insufficient liquidity (between cash on hand and available borrowing capacity under the Margin Loan Facility) to fund the repayment of our indebtedness or our ongoing operations.
+Added: In such circumstances, we would need to monetize a portion or all of our shares of Charter Class A common stock, which under the Merger Agreement is prohibited and would require a waiver from Charter.
+Added: Any failure by Charter to agree to such a waiver would have an adverse effect on our financial position and could impact the parties’ ability to complete the Combination.
Charter generated approximately $16.1 billion, $14.4 billion and $14.4 billion of cash from its operations during the years ended December 31, 2025, 2024 and 2023, respectively.
17 unchanged sentences
In connection with the Time Warner Cable merger and acquisition of Bright House, on May 23, 2015, we entered into the Stockholders Agreement, which continues to provide us with board nomination rights.
−Removed: If, however, our investment in Charter was deemed to become passive (such as in the event that our equity interests were significantly diluted and our nominees ceased to serve as directors of Charter), we could become subject to regulation under the Investment Company Act.
+Added: If, however, our investment in Charter was deemed to become passive (such as in the event that our equity ownership fell below the threshold allowing us to maintain such significant influence over Charter, whether by reason of significant dilution or due to the monetization of a portion or all of our Charter shares to fund the repayment of our indebtedness and/or our operations), we could become subject to regulation under the Investment Company Act.
In such event, we would be required to register as an investment company, which could result in significant registration and compliance costs, could require changes to our corporate governance structure and financial reporting and could restrict our activities going forward.
1 unchanged sentence
In addition, if we were to become inadvertently subject to the Investment Company Act and failed to register as an investment company in violation of the Investment Company Act, such violation could subject us to material adverse consequences, including potentially significant regulatory penalties and the possibility that our contracts would be deemed unenforceable.
−Removed: Our company has overlapping directors and officers with Liberty, QVC Group and TripCo, which may lead to conflicting interests.
−Removed: As a result of our spin-off from Liberty in 2014 and other transactions between 2011 and 2014 that resulted in the separate corporate existence of Liberty, QVC Group and TripCo, all of our executive officers also serve as executive officers of Liberty, QVC Group and TripCo, and there are overlapping directors.
+Added: Our company has overlapping directors and officers with Liberty, GCI Liberty and Liberty Live, which may lead to conflicting interests.
+Added: As a result of our spin-off from Liberty in 2014, the GCI Divestiture in July 2025, and Liberty’s split-off of Liberty Live in December 2025, certain of our executive officers and directors also serve as executive officers and directors of Liberty, GCI Liberty and/or Liberty Live.
None of these companies has any ownership interest in any of the others.
−Removed: Our executive officers and members of our company’s board of directors have fiduciary duties to our stockholders.
−Removed: Likewise, any such persons who serve in similar capacities at Liberty, QVC Group, TripCo or any other public company have fiduciary duties to that company’s stockholders.
−Removed: For example, there may be the potential for a conflict of interest when our company, Liberty, QVC Group or TripCo pursues acquisitions and other business opportunities that may be suitable for each of them.
+Added: Our executive officers and
+Added: members of our company’s board of directors have fiduciary duties to our stockholders.
+Added: Likewise, any such persons who serve in similar capacities at Liberty, GCI Liberty, Liberty Live or any other public company have fiduciary duties to that company’s stockholders.
+Added: For example, there may be the potential for a conflict of interest when our company, Liberty, GCI Liberty or Liberty Live pursues acquisitions and other business opportunities that may be suitable for each of them.
Therefore, such persons may have conflicts of interest or the appearance of conflicts of interest with respect to matters involving or affecting more than one of the companies to which they owe fiduciary duties.
−Removed: Each of our company and TripCo has renounced its rights to certain business opportunities and their respective restated certificate of incorporation provides that no director or officer of the respective company will breach their fiduciary duty and therefore be liable to the respective company or its stockholders by reason of the fact that any such individual directs a corporate opportunity to another person or entity (including Liberty, QVC Group and TripCo) instead of the respective company, or does not refer or communicate information regarding such corporate opportunity to our company, unless (x) such opportunity was expressly offered to such person solely in his or her capacity as a director or officer of the respective company or as a director or officer of any of the respective company’s subsidiaries, and (y) such opportunity relates to a line of business in which the respective company or any of its subsidiaries is then directly engaged.
+Added: Each of our company, GCI Liberty and Liberty Live has renounced its rights to certain business opportunities and our and their respective restated certificate of incorporation provides that no director or officer of the respective company will breach their fiduciary duty and therefore be liable to the respective company or its stockholders by reason of the fact that any such individual directs a corporate opportunity to another person or entity (including Liberty, GCI Liberty and Liberty Live) instead of the respective company, or does not refer or communicate information regarding such corporate opportunity to our company, unless (x) such opportunity was expressly offered to such person solely in his or her capacity as a director or officer of the respective company or as a director or officer of any of the respective company’s subsidiaries, and (y) such opportunity relates to a line of business in which the respective company or any of its subsidiaries is then directly engaged.
In addition, any potential conflict that qualifies as a “related party transaction” (as defined in Item 404 of Regulation S-K) is subject to review by an independent committee of the applicable issuer’s board of directors in accordance with its corporate governance guidelines.
Any other potential conflicts that arise will be addressed on a case-by-case basis, keeping in mind the applicable fiduciary duties owed by the executive officers and directors of each issuer.
−Removed: From time to time, we may enter into transactions with Liberty, QVC Group, TripCo, and/or their respective subsidiaries or other affiliates.
−Removed: There can be no assurance that the terms of any such transactions will be as favorable to our company, Liberty, QVC Group, TripCo, or any of their respective subsidiaries or affiliates as would be the case where there is no overlapping officer or director.
+Added: From time to time, we may enter into transactions with Liberty, GCI Liberty, Liberty Live, and/or their respective subsidiaries or other affiliates.
+Added: There can be no assurance that the terms of any such transactions will be as favorable to our company, Liberty, GCI Liberty, Liberty Live, or any of their respective subsidiaries or affiliates as would be the case where there is no overlapping officer or director.
Certain of our inter-company agreements were negotiated while we were a subsidiary of Liberty.
We entered into a number of inter-company agreements covering matters such as tax sharing and our responsibility for certain liabilities previously undertaken by Liberty for certain of our businesses.
−Removed: In addition, we entered into a services agreement with Liberty pursuant to which it provides to us certain management, administrative, financial, treasury, accounting, tax, legal and other services, for which we reimburse them on a fixed fee basis, which had previously been amended to provide components of our former President and Chief Executive Officer’s compensation was either paid directly to him by our Company or
−Removed: reimbursed to Liberty, in each case, based on the allocation set forth in the amendment.
+Added: In addition, we entered into a services agreement with Liberty pursuant to which it provides to us certain management, administrative, financial, treasury, accounting, tax, legal and other services, for which we reimburse them on a fixed fee basis.
The terms of all of these agreements (other than the amendment to the services agreement) were established while we were a wholly owned subsidiary of Liberty, and hence may not be the result of arms’ length negotiations.
−Removed: In addition, in connection with a prior transaction, GCI Liberty and QVC Group entered into a tax sharing agreement and indemnification agreement which were assumed by us.
+Added: In addition, in connection with a prior transaction, prior GCI Liberty and QVC Group entered into a tax sharing agreement and indemnification agreement which were assumed by us.
We believe that the terms of these inter-company agreements are commercially reasonable and fair to all parties under the circumstances;
5 unchanged sentences
Similar limitations may also apply at the state level.
+Added: Cyberattacks or other network disruptions could have an adverse effect on our company.
+Added: Our company’s operations depend upon the transmission of information over the Internet.
+Added: Unauthorized parties attempt to gain access to our company’s and its vendors’ information systems by, among other things, hacking into its systems or those
+Added: of third parties, through fraud or other means of deceiving our company’s employees or its vendors, burglaries, errors by our company or its vendors’ employees, misappropriation of data by employees, or other irregularities that may result in persons obtaining unauthorized access to its data.
+Added: The techniques used to gain such access to our company’s or its vendors’ information systems, data or customer information, disable or degrade service, or sabotage systems are constantly evolving and continue to become more sophisticated and targeted, may be difficult to detect quickly, and often are not recognized until launched against a target.
+Added: Further, the use of AI and machine learning by cybercriminals may increase the frequency and severity of cybersecurity attacks against us or our suppliers, vendors and other service providers.
+Added: Cyberattacks against our company’s vendors’ technological infrastructure or breaches of information systems may cause equipment failures, disruption of its or their operations, and potentially unauthorized access to confidential customer or employee data, which could subject our company to increased costs and other liabilities as discussed further below.
+Added: Cybersecurity incidents and cybersecurity threats, which include the use of malware, computer viruses, and other means for service disruption or unauthorized access to confidential customer or employee data, have increased in frequency, scope, and potential harm for businesses in recent years.
+Added: It is possible for such cybersecurity incidents and cybersecurity threats to go undetected for an extended period of time, increasing the potential harm to our company’s respective, employees, assets, and reputation.
+Added: For example, third-party service providers, such as telecommunications and cloud services providers, have been subject to increasing cyberattacks from state-sponsored threat actors that could materially impact our information systems and operations.
+Added: To date, our company has not been subject to cybersecurity incidents or disruptions of information systems that, individually or in the aggregate, have been material to our operations or financial condition.
+Added: Although our company has not detected such a material security breach or cybersecurity incident to date, our company has been the target of events of this nature and expect to be subject to similar attacks in the future.
+Added: Our company engages in a variety of preventive measures at an increased cost intended to reduce the risk of cyberattacks and safeguard our information systems and confidential customer information, but as with all companies, these measures may not be sufficient for all eventualities, and there is no guarantee that they will be adequate to safeguard against all cybersecurity incidents, system compromises, or misuses of data.
+Added: Such measures include, but are not limited to, the following practices:
+Added: application whitelisting, anti-malware, message and spam filtering, encryption, advanced firewalls, threat monitoring and detection, access controls, penetration testing, third party risk management and URL filtering.
+Added: Despite these preventive and detective actions, our efforts may be insufficient to repel a cybersecurity incident, detect all cybersecurity threats, or prevent disruption of information systems in the future and prevent the risks described above.
+Added: The costs imposed on our company as a result of a cybersecurity incident or disruption of information systems could be significant.
+Added: Among others, such costs could include increased expenditures on cybersecurity measures, litigation, regulatory actions, fines, sanctions, lost revenue from business interruption, and damage to our reputation.
+Added: As a result, a cybersecurity incident could have a material adverse effect on our company’s business, financial condition, and operating results.
+Added: Our company also faces similar risks associated with security breaches and other cybersecurity incidents affecting third parties with which we affiliate or otherwise conduct business.
Factors Related to Our and Our Subsidiaries’ Indebtedness
−Removed: The following risks relate to the ownership of our and our subsidiaries’ indebtedness.
+Added: The following risks relate to our and our subsidiaries’ indebtedness.
However, while the Transactions are pending, we are currently subject to certain contractual restrictions and therefore may not be able to take some or all of the actions described below.
3 unchanged sentences
As of December 31, 2025, we and our subsidiaries had approximately $1.8 billion principal amount of debt outstanding, consisting of (i) $790 million outstanding under a credit agreement (as amended, the “Margin Loan Agreement”) governing a multi-draw margin loan agreement credit facility entered into in 2017 by a bankruptcy remote wholly owned subsidiary (“SPV”) of Liberty Broadband;
−Removed: (ii) $965 million outstanding under our 3.125% Exchangeable Senior Debentures due 2053 (the “3.125% Debentures due 2053”);
−Removed: (iii) $860 million outstanding under our 3.125% Exchangeable Senior Debentures due 2054 (the “3.125% Debentures due 2054” and, together with the 3.125% Debentures due 2053, collectively, the “Company Debentures”);
−Removed: (iv ) $600 million outstanding under GCI, LLC’s 4.750% senior notes due 2028 (the “Senior Notes”);
−Removed: (iv) $447 million in outstanding term and revolving loans under GCI, LLC’s senior secured credit facility with a syndicate of banks (the “Senior Credit Facility”);
−Removed: and (v) $4 million outstanding under a note payable to Wells Fargo originally issued by GCI.
−Removed: We also had, at December 31, 2024, $1,150 million remaining available to be drawn, subject to certain terms and conditions, until five business days prior to June 30, 2027 under the Margin Loan Agreement.
−Removed: Our and our subsidiaries’ ability to service the respective financial obligations will depend on our and their ability to access cash, and cash flows from operations may be insufficient to satisfy the respective financial obligations under indebtedness outstanding from time to time.
−Removed: Accessing cash at operating subsidiaries will depend on those subsidiaries’ individual operating results and any statutory, regulatory or contractual restrictions to which they may be or may become subject.
+Added: and (ii) $965 million outstanding under our 3.125% Exchangeable Senior Debentures due 2053 (the “3.125% Debentures due 2053”).
+Added: We also had, at December 31, 2025, borrowing capacity of $1,150 million with approximately $800 million available to be drawn, subject to certain terms and conditions, until five business days prior to June 30, 2027 under the Margin Loan Agreement.
+Added: Our and our subsidiaries’ ability to service our respective financial obligations will depend on our and their ability to access cash .
The obligations under the Margin Loan Agreement are secured by a portion of our ownership interest in Charter.
1 unchanged sentence
The terms of the Margin Loan Agreement limit our company’s ability to secure additional financing with our ownership interest in Charter on favorable terms.
−Removed: In addition, covenants included in the Senior Notes and Senior Credit Facility will limit the ability of certain subsidiaries to upstream or downstream cash for this purpose.
−Removed: Our and our subsidiaries’ other
−Removed: potential sources of cash include available cash balances, dividends and interest from its investments, monetization of public investments, and proceeds from asset sales.
−Removed: Further, the Merger Agreement provides that, following the satisfaction of certain conditions, we must redeem the Company Debentures if requested by Charter.
+Added: Our other potential sources of cash include available cash balances, dividends and interest from our investments, monetization of public investments, and proceeds from asset sales.
+Added: Further, the Merger Agreement provides that, following the satisfaction of certain conditions, we must redeem the 3.125% Debentures due 2053 if requested by Charter.
Such redemption may be funded by incurring additional indebtedness permitted under the Merger Agreement, including possible loans from Charter.
−Removed: Moreover, our and our subsidiaries’ ability to secure additional financing will depend upon the operating performance of our subsidiaries, the value of our investment in Charter, prevailing general economic and credit market conditions, including interest rate levels and the availability of credit generally, the state of competition in our subsidiaries’ respective markets, the outcome of certain legislative and regulatory issues and financial, business and other factors, many of which are beyond our control.
+Added: See “ Other than cash generated from our participation in Charter’s stock repurchase program or cash loaned to us by Charter, in each case, pursuant to the Stockholders and Letter Agreement Amendment, we do not have access to the cash that Charter generates from its operating activities, and we are subject to Charter’s ability to provide such liquidity under the terms of the Merger Agreement ” above.
+Added: Moreover, our and our subsidiaries’ ability to secure additional financing will depend upon the value of our investment in Charter, prevailing general economic and credit market conditions, including interest rate levels and the availability of credit generally, and financial, business and other factors, many of which are beyond our control.
There can be no assurance that sufficient financing will be available, or that we will be able to renew or refinance existing indebtedness, on desirable terms or at all.
−Removed: In particular, during 2024, uncertainty surrounding global growth rates, rising inflation and interest rates continued to produce volatility in the credit and equity markets.
+Added: In particular, during 2025, uncertainty surrounding global growth rates, inflation and interest rates continued to produce volatility in the credit and equity markets.
As of December 31, 2025, the markets remain volatile and the economic outlook remains uncertain.
4 unchanged sentences
● experience increased vulnerability to general adverse economic and industry conditions;
−Removed: ● be required to dedicate a substantial portion of cash flow from operations to principal and interest payments on its indebtedness, thereby reducing the availability of cash flow to fund working capital, capital expenditures, strategic acquisitions and investments and other general corporate purposes;
● be impeded in our and their ability to optimally capitalize and manage cash flows;
3 unchanged sentences
In addition, it is possible that we may need to incur additional indebtedness in the future.
−Removed: For example, the Merger Agreement provides that, following the satisfaction of certain conditions, we must redeem the Company Debentures if requested by Charter.
+Added: For example, the Merger Agreement provides that, following the satisfaction of certain conditions, we must redeem the 3.125% Debentures due 2053 if requested by Charter.
Such redemption may be funded by incurring additional indebtedness permitted under the Merger Agreement, including possible loans from Charter.
−Removed: As of December 31, 2024, we had $1,150 million remaining available to be drawn, subject to certain terms and conditions, until five business days prior to June 30, 2027 under the Margin Loan Agreement.
+Added: As of December 31, 2025, we had $1,150 million of borrowing capacity with approximately $800 million available to be drawn, subject to certain terms and conditions, until five business days prior to June 30, 2027 under the Margin Loan Agreement.
If new debt is added to the current debt levels, the risks described above could intensify.
−Removed: For additional limitations on our company’s ability to potentially service our direct debt obligations, see “ We are a holding company, and we could be unable to obtain cash in amounts sufficient to service our financial obligations or meet our other commitments ” and “ Other than cash generated from our participation in Charter’s stock repurchase program or cash loaned to us by Charter, in each case, pursuant to the Stockholders and Letter Agreement Amendment, we do not have access to the cash that Charter generates from its operating activities ” above.
+Added: For additional limitations on our company’s ability to potentially service our direct debt obligations, see “ We are a holding company, and we could be unable to obtain cash in amounts sufficient to service our financial obligations or meet our other commitments ” and “ Other than cash generated from our participation in Charter’s stock repurchase program or cash loaned to us by Charter, in each case, pursuant to the Stockholders and Letter Agreement Amendment, we do not have access to the cash that Charter generates from its operating activities, and we are subject to Charter’s ability to provide such liquidity under the terms of the Merger Agreement ” above.
The agreements that govern our and our subsidiaries’ current and future indebtedness may contain various affirmative and restrictive covenants that will limit our discretion in the operation of our business.
−Removed: As discussed above, SPV entered into the Margin Loan Agreement pursuant to which SPV had outstanding borrowings of $790 million, with $1,150 million remaining available to be drawn, subject to certain terms and conditions, until five business days prior to June 30, 2027, at December 31, 2024.
−Removed: The Margin Loan Agreement contains various covenants, including those that limit our ability to, among other things, incur indebtedness either directly, through another of our subsidiaries, or by having SPV enter into financing arrangements with respect to the stock of Charter, and cause SPV to enter into unrelated businesses or
−Removed: otherwise conduct business other than owning common stock of Charter and other assets as permitted under the Margin Loan Agreement documents.
−Removed: Further, the agreements governing our and our subsidiaries’ other indebtedness contain various covenants that could materially and adversely affect our and our subsidiaries’ ability to finance future operations or capital needs and to engage in other business activities that may be in our and their best interest.
+Added: As discussed above, SPV entered into the Margin Loan Agreement pursuant to which SPV had outstanding borrowings of $790 million, with $1,150 million borrowing capacity with approximately $800 million available to be drawn, subject to certain terms and conditions, until five business days prior to June 30, 2027, at December 31, 2025.
+Added: The Margin Loan Agreement contains various covenants, including those that limit our ability to, among other things, incur indebtedness either directly, through another of our subsidiaries, or by having SPV enter into financing arrangements with respect to the stock of Charter, and cause SPV to enter into unrelated businesses or otherwise conduct business other than owning common stock of Charter and other assets as permitted under the Margin Loan Agreement documents.
Subject to the restrictions set forth in the Merger Agreement, we may also enter into certain other indebtedness arrangements in the future.
−Removed: The instruments governing such indebtedness often contain covenants that, among other things, place certain limitations on a borrower’s ability to incur more debt, exceed specified leverage ratios, pay dividends, make distributions, make investments, repurchase stock, create liens, enter into transactions with affiliates, merge or consolidate, and transfer or sell assets.
+Added: The instruments governing such future indebtedness may contain covenants that, among other things, place certain limitations on a borrower’s ability to incur more debt, exceed specified leverage ratios, pay dividends, make distributions, make investments, repurchase stock, create liens, enter into transactions with affiliates, merge or consolidate, and transfer or sell assets.
Any failure to comply with such covenants could result in an event of default, which, if not cured or waived, could have a material adverse effect on our business and financial condition.
−Removed: The various covenants in existing or future indebtedness may restrict our and our subsidiaries’ ability to expand or to pursue business strategies.
+Added: The various covenants in future indebtedness may restrict our and our subsidiaries’ ability to expand or to pursue business strategies.
Our and our subsidiaries’ ability to comply with these covenants may be affected by events beyond our and their control, such as prevailing economic conditions and changes in regulations, and if such events occur, we cannot be sure that we and our subsidiaries will be able to comply.
−Removed: A breach of these covenants could result in a default under the indentures and/or the credit agreements.
−Removed: If there were an event of default under the Margin Loan Agreement, the indentures and/or the credit agreements, holders of such defaulted debt could cause all amounts borrowed under these instruments to be due and payable immediately.
+Added: A breach of these covenants could result in a default under the indenture governing the 3.125% Debentures due 2053.
+Added: If there were an event of default under the Margin Loan Agreement and/or such indenture, holders of such defaulted debt could cause all amounts borrowed under these instruments to be due and payable immediately.
Additionally, if we or our subsidiaries fail to repay the debt under any secured indebtedness when it becomes due, the lenders under such indebtedness could proceed against the assets that are pledged to them as security.
1 unchanged sentence
Variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.
−Removed: Borrowings under the Margin Loan Agreement and the Senior Credit Facility are at variable rates of interest and expose us to interest rate risk.
+Added: Borrowings under the Margin Loan Agreement are at variable rates of interest and exposes us to interest rate risk.
If interest rates increase, our debt service obligations on any variable rate indebtedness could increase even though the amount borrowed remained the same, and net income and cash flow could decrease.
−Removed: In order to manage our exposure to interest rate risk, in the future, we may enter into derivative financial instruments, typically interest rate swaps and caps, involving the exchange of floating for fixed rate interest payments.
+Added: Subject to the restrictions set forth in the Merger Agreement, in order to manage our exposure to interest rate risk, in the future, we may enter into derivative financial instruments, typically interest rate swaps and caps, involving the exchange of floating for fixed rate interest payments.
If we are unable to enter into interest rate swaps, it may adversely affect our cash flow and may impact our ability to make required principal and interest payments on our indebtedness and, even if we use these instruments to selectively manage risks, there can be no assurance that we will be fully protected against material interest rate fluctuations.
−Removed: Factors Relating to GCI
−Removed: Additional risks and uncertainties not currently known to our company or that it currently deems to be immaterial may also materially and adversely affect the business operations of GCI Holdings, which our company refers to as “GCI” in the following risk factors relating to the business of GCI Holdings.
−Removed: Any of the following risks could materially and adversely affect our company’s business, financial position, results of operations or liquidity.
−Removed: GCI faces competition, including from non-geostationary satellites, that may reduce its market share and harm its financial performance.
−Removed: There is substantial competition in the telecommunications and entertainment industries.
−Removed: Through mergers, various service integration strategies, and business alliances, major providers are striving to strengthen their competitive positions.
−Removed: GCI faces increased wireless services competition from national carriers in the Alaska market who are often able to offer more flexible subscription packages and exclusive content.
−Removed: GCI also faces competition from direct-to-user non-geostationary satellite-based internet providers.
−Removed: Our company expects competition to increase as a result of the rapid development of new technologies, services, and products, including the increasing use of AI and machine learning technologies, and the availability of increased federal funding of broadband infrastructure.
−Removed: Our company cannot predict which of many possible future technologies, products or services will be important to maintain GCI’s competitive position or what expenditures will be required to develop and provide these technologies, products or services.
−Removed: GCI’s ability to compete successfully will depend on marketing and on its ability to anticipate and respond to various competitive factors affecting the industry, including new services that may be introduced, improvements in network quality and capacity, changes in consumer preferences or habits, demographic trends, economic conditions, and pricing strategies by competitors.
−Removed: To the extent GCI does not keep pace with technological advances or fails to timely respond to changes in competitive factors in its industry and in its markets, GCI could lose market share or experience a decline in its revenue and net income.
−Removed: Competitive conditions create a risk of market share loss and the risk that customers shift to less profitable lower margin services.
−Removed: Competitive pressures also create challenges for its ability to grow new businesses or introduce new services successfully and execute its business plan.
−Removed: GCI also faces the risk of potential price cuts by our company’s competitors partially driven by federal funding for broadband infrastructure that could materially adversely affect its market share and gross margins.
−Removed: GCI’s wholesale customers, including its major roaming customers, may construct facilities in locations where they currently contract with GCI to use its network to provide service on their behalf.
−Removed: Our company could experience a decline in revenue and net income if any of GCI’s wholesale customers constructed or expanded their existing networks in places where service is currently provided by GCI’s network.
−Removed: Some of GCI’s wholesale customers have greater access to financial, technical, and other resources than GCI does.
−Removed: GCI expects to continue to offer competitive alternatives to such customers in order to retain significant traffic on GCI’s network.
−Removed: Our company cannot predict whether such customers will continue to see GCI’s network as a compelling alternative.
−Removed: GCI’s inability to negotiate renewals of such contracts could have a material adverse effect on our company’s business, financial condition, and results of operations.
−Removed: If GCI experiences customer losses, our company’s financial performance will be negatively impacted.
−Removed: GCI is in the business of selling communication services to subscribers, and its economic success is based on its ability to retain current subscribers and attract new subscribers.
−Removed: If GCI is unable to retain and attract subscribers, its and our company’s financial performance will be impaired.
−Removed: GCI’s rates of subscriber acquisition and turnover are affected by a number of competitive factors, including the size of its service areas, network performance and reliability issues, changing technologies, its device and service offerings, subscribers’ perceptions of its services, and customer care quality.
−Removed: Managing these factors and subscribers’ expectations is essential in attracting and retaining subscribers.
−Removed: Although GCI has implemented programs to attract new subscribers and address subscriber turnover, our company cannot make assurances that these programs or GCI’s strategies to address subscriber acquisition and turnover will be successful.
−Removed: A high rate of turnover or subscriber loss would reduce revenue and increase the total marketing expenditures required to attract the minimum number of subscribers required to sustain GCI’s business plan which, in turn, could have a material adverse effect on our company’s business, financial condition, and results of operations.
−Removed: Adverse economic conditions in the U.S.
−Removed: and inflationary pressures on input costs and labor could impact GCI’s results of operations.
−Removed: In recent years, varying factors have contributed to significant volatility and disruption of financial markets and global supply chains.
−Removed: Additionally, the U.S.
−Removed: Federal Reserve began steadily increasing interest rates in March 2022 and throughout 2023, though they have started decreasing rates in 2024.
−Removed: Inflationary cost pressures and recessionary fears have negatively impacted the U.S.
−Removed: and global economy.
−Removed: Unfavorable economic conditions, such as a recession or economic slowdown in the U.S., or inflation in the markets in which GCI operates, could negatively affect the affordability of and demand for GCI’s products and services and its cost of doing business.
−Removed: GCI has experienced increased interest expense as a result of higher interest rates, as well as higher labor, information technologies and capital expenditure costs due to inflation.
−Removed: Increased costs to equipment, for example due to increased tariffs, could also impact GCI’s results.
−Removed: The Alaska economy is dependent upon the oil industry, state and federal spending, investment earnings and tourism.
−Removed: A decline in oil prices would put significant pressure on the Alaska state government budget.
−Removed: The Alaska state government has financial reserves that GCI believes may be able to help fund the state government for the next couple of years.
−Removed: The Alaska economy is subject to recessionary pressures as a result of the economic impacts of volatility in oil prices, inflation, and other causes that could result in a decrease in economic activity.
−Removed: While it is difficult for GCI to predict the future impact of a recession on its business, these conditions have had an adverse impact on its business and could adversely affect the affordability of and demand for some of its products and services and cause customers to shift to lower priced products and services or to delay or
−Removed: forgo purchases of its products and services.
−Removed: GCI’s customers may not be able to obtain adequate access to credit, which could affect their ability to make timely payments to GCI and could lead to an increase in accounts receivable and bad debt expense.
−Removed: If Alaska experiences a recession or economic slowdown, it could negatively affect GCI’s business including its financial position, results of operations, or liquidity, as well as its ability to service debt, pay other obligations, and enhance shareholder returns.
−Removed: In addition, beginning in 2022 and continuing in 2023 and 2024, GCI began to experience the impact of inflation-sensitive items, including upward pressure on the costs of materials, labor, and other items that are critical to GCI’s business.
−Removed: GCI continues to monitor these impacts closely and, if costs continue to rise, GCI may be unable to recoup losses or offset diminished margins by passing these costs through to its customers or implementing offsetting cost reductions.
−Removed: GCI may be unable to obtain or maintain the roaming services it needs from other carriers to remain competitive.
−Removed: Some of GCI’s competitors have national networks that enable them to offer nationwide coverage to their subscribers at a lower cost than GCI can offer.
−Removed: The networks GCI operates do not, by themselves, provide national coverage, and GCI must pay fees to other carriers that provide roaming services to it.
−Removed: GCI currently relies on roaming agreements with several carriers for the majority of its roaming services.
−Removed: The FCC requires commercial mobile radio service providers to provide roaming, upon request, for voice and SMS text messaging services on just, reasonable, and non-discriminatory terms.
−Removed: The FCC also requires carriers to offer data roaming services.
−Removed: The rules do not provide or mandate any specific mechanism for determining the reasonableness of roaming rates for voice, SMS text messaging or data services and require that roaming complaints be resolved on a case-by-case basis, based on a non-exclusive list of factors that can be taken into account in determining the reasonableness of particular conduct or rates.
−Removed: If GCI were to lose the benefit of one or more key roaming or wholesale agreements unexpectedly, it may be unable to obtain similar replacement agreements and as a result may be unable to continue providing nationwide voice and data roaming services for its customers or may be unable to provide such services on a cost-effective basis.
−Removed: GCI’s inability to obtain new or replacement roaming services on a cost-effective basis may limit its ability to compete effectively for wireless customers, which may increase customer turnover and decrease GCI’s revenue, which in turn could materially adversely affect our company’s business, financial condition and results of operations.
−Removed: GCI’s business is subject to extensive governmental legislation and regulation.
−Removed: Changes to or interpretations of existing statutes, rules, regulations, or the adoption of new ones, could adversely affect GCI’s business, financial position, results of operations, or liquidity.
−Removed: As described above in Part I, Item 1.
−Removed: “Business – Regulatory Matters,” GCI’s business is subject to extensive federal and state governmental legislation and regulation.
−Removed: There can be no assurance that future changes or additions to the regulatory system under which GCI operates will benefit or have no adverse effect on GCI.
−Removed: Similarly, these rules and regulations are subject to interpretation by the applicable agencies, and new interpretations, which could impact GCI’s operations and have an adverse effect on GCI’s business, position, results of operations, or liquidity.
−Removed: There can be no assurance that future regulatory actions taken by Congress, the FCC or other federal, state or local government authorities, by the judiciary or through Executive Branch action, will not have a similar effect.
−Removed: With respect to wireless services provided by GCI, the licensing, leasing, construction, operation, sale and interconnection arrangements of wireless communications systems are regulated by the FCC, Alaska, and potentially other state and local regulatory agencies.
−Removed: In particular, the FCC grants wireless licenses and imposes significant regulation on licensees of wireless spectrum.
−Removed: There can be no guarantee that GCI’s existing licenses will be renewed.
−Removed: In addition, while the FCC does not currently regulate wireless service providers’ rates, states may exercise authority over such things as certain billing practices and consumer-related issues.
−Removed: These regulations could increase the costs of GCI’s wireless operations, including with respect to the maintenance of existing licenses granted by the FCC, due to failure to comply with applicable regulations.
−Removed: GCI is also subject to FCC rules relating to E911 capabilities and failure to comply with these rules could subject GCI to significant fines.
−Removed: With respect to Internet services provided by GCI, GCI could be adversely impacted by the reclassification of Internet service as a telecommunications service under Title II of the Communications Act.
−Removed: In 2015, the FCC classified Internet service as a telecommunication service.
−Removed: The FCC’s implementing regulations prohibited broadband providers from blocking or throttling most lawful public Internet traffic, from engaging in paid prioritization of that traffic, and from unreasonably interfering with or disadvantaging end users’ and edge providers’ ability to send traffic to, from, and among each other.
−Removed: Although a 2018 FCC order returned to a Title I classification of Internet service and eliminated many of the requirements imposed in its initial 2015 order,
−Removed: in 2024 the FCC adopted an order again reclassifying Internet services as a Title II service and to adopt “net neutrality” rules regulating the Internet under Title II.
−Removed: On January 2, 2025, the United State Court of Appeals for the Sixth Circuit vacated the FCC’s 2024 order.
−Removed: Nonetheless, new presidential administrations, Congress and state legislatures may undertake similar efforts.
−Removed: For example, California and Vermont have undertaken such efforts and some states, such as New York, have adopted rules capping internet access rates for at least some services or customers.
−Removed: Any such rules could increase GCI’s costs and could adversely affect the manner and price of providing service, which could have a material adverse effect on GCI’s business, financial position, results of operations, or liquidity.
−Removed: USF receivables and contributions are subject to change due to regulatory actions taken by the FCC, including the FCC’s interpretations of the USF program rules, or legislative actions that change the rules and regulations governing the USF program.
−Removed: GCI participates in various USF programs, which provide government subsidies for service to schools, libraries and certain health care providers, to low-income and other eligible households and to support networks in high-cost areas.
−Removed: This support was 42% and 39% of GCI’s revenue for the years ended December 31, 2024 and 2023, respectively.
−Removed: GCI had USF net receivables of $125 million and $102 million at December 31, 2024 and 2023, respectively.
−Removed: In addition, the USF programs require GCI, Charter and other telecommunications providers to make contributions, based on certain revenue earned, into a fund used to subsidize nationwide these USF programs.
−Removed: The USF programs in which GCI participates are highly regulated.
−Removed: While the rules and regulations governing the USF programs are fairly robust, there can be no assurance that any new rules or regulations adopted will not impact GCI’s USF program anticipated receivables or contribution payments.
−Removed: Further, the FCC and Universal Service Administrative Company (“USAC”) may interpret or apply the applicable rules and regulations in ways that are unexpected to GCI or other program participants.
−Removed: As a result, material changes to receivables and contributions may occur, which could have an adverse effect on GCI’s business and our company’s financial position, results of operations or liquidity.
−Removed: GCI has experienced material changes to receivables and contributions from the USF programs in recent years.
−Removed: For example, in October 2018, the Bureau notified GCI of its decision to reduce rural rates charged to RHC customers for the funding year that ended on June 30, 2018 by approximately 26%, resulting in a reduction of total support payments of $28 million, and applied the same cost methodology for the funding years ended on June 30, 2019 and June 30, 2020.
−Removed: In addition, although the FCC has adjusted the RHC Program funding cap and committed to annual adjustments in future years for inflation, there is no guarantee that aggregate funding will be available to pay in full the approved funding for future years.
−Removed: Furthermore, the FCC has adopted a series of changes to the manner in which support issued under the RHC Program will be calculated and approved and has a pending rulemaking to consider additional future changes.
−Removed: Also, in November 2024, the FCC adopted changes to the mechanisms for support of fixed and mobile telecommunications networks in Alaska, with further changes under consideration in a pending rulemaking.
−Removed: Those changes will increase support for service to high cost areas in 2025 and 2026, but that support may be subject to some reductions thereafter.
−Removed: GCI is currently unable to assess the substance, impact on funding or timing of any such changes to any of the USF programs.
−Removed: Failure to comply with USF program requirements may have an adverse effect on GCI’s business and our company’s financial position.
−Removed: The USF programs in which GCI participates are highly regulated, and, in many cases, require highly technical and nuanced processes and procedures in order to obtain funding and to ensure compliance with the USF programs.
−Removed: For example, telecommunication providers and their customers are subject to regulations that set forth procedures that must be followed by both the provider and the customer, and there are limitations on communications between these parties.
−Removed: If a customer or a provider is found to have not complied with any aspect of these regulations, regardless of whether such noncompliance was unintentional or accidental, the FCC may deny funding and/or require disgorgement of any amounts received under the affected contracts.
−Removed: The FCC may also invalidate any affected contract and impose fines or penalties.
−Removed: Accordingly, failure to comply with these rules and regulations could have a material adverse effect on GCI’s business and our company’s financial position, results of operations or liquidity.
−Removed: Loss of GCI’s ETC status would disqualify it for high cost and low-income USF support.
−Removed: The USF pays support to ETCs to support the provision of facilities-based wireline and wireless telephone service in high cost areas and to low-income consumers.
−Removed: If GCI were to lose its ETC status in any of the high cost areas where it is currently an authorized ETC whether due to legislative or regulatory reform or its failure to comply with applicable laws and regulations, GCI would be ineligible to receive high cost or low income USF support for providing service in that area, which would have an adverse effect on our company’s business, financial position, results of operations or liquidity.
−Removed: A disruption in the payment of USF support or federal grants on which GCI relies, through Executive Branch action or otherwise, could delay or halt those payments.
−Removed: GCI receives a substantial portion of its revenues from federal universal service support to support infrastructure and services, as well as federal grants, whether as a recipient or a subrecipient, that fund infrastructure investments.
−Removed: On January 27, 2025, the 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 did not appear to include FCC universal service support programs but may include some grants that GCI receives as a recipient or subrecipient, or for which it has applied.
−Removed: OMB withdrew the memorandum on January 29, 2025, and two federal district courts have subsequently issued temporary restraining orders affecting the memorandum.
−Removed: Further reviews may be ongoing by the FCC, NTIA or the Rural Utility Service.
−Removed: Any pause or other disruption in USF or grant disbursements, or if any pause were to extend to federal universal service support programs, or to other infrastructure grants GCI receives, or if any such pause were to become extended, could have a material adverse effect on GCI’s business and our Company’s financial position, results of operations or liquidity.
−Removed: A successful legal challenge to the constitutionality of the USF could disrupt or eliminate GCI’s USF support.
−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 the public delegation of legislative authority to the FCC, combined with the private delegation of authority from the FCC to the USAC resulted in an impermissible and unconstitutional delegation of Congress’ Article I authority.
−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 is unconstitutional could disrupt or eliminate GCI’s 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 would have an adverse effect on GCI’s business and an adverse effect on the Company’s financial position, results of operations or liquidity.
−Removed: USF support was 42% and 39% of GCI’s revenue for the years ended December 31, 2024 and 2023, respectively.
−Removed: GCI had USF net receivables of $125 million and $102 million at December 31, 2024 and 2023, respectively.
−Removed: Without USF support, telecommunications providers, including GCI, may need to consider various actions including, but not limited to, terminating certain high cost or low profit services, discontinuing rural networks or a reduction in workforce, which could have a negative impact on GCI’s business.
−Removed: GCI may not meet its performance plan milestones under the Alaska High Cost Order.
−Removed: As an ETC, GCI receives support from the USF to support the provision of wireline local access and wireless service in high cost areas.
−Removed: In 2016, the FCC published the Alaska High Cost Order which requires GCI to submit to the FCC a performance plan with five-year and ten-year commitments.
−Removed: The FCC approved revised performance obligations in 2021.
−Removed: If GCI is unable to meet the final performance plan milestones approved by the FCC it will be required to repay 1.89 times the average amount of support per location received over the ten-year term for the relevant number of locations that GCI failed to deploy to, plus potentially ten percent of its total Alaska High Cost Order support received over the ten-year term.
−Removed: In addition, failure to meet the performance plan milestones under the Alaska High Cost Order could result in GCI being disqualified from participating in the Alaska Connect Fund mobile high cost support, which is a successor plan to the Alaska High Cost Order and would provide high cost universal service support through 2034.
−Removed: Inability to meet GCI’s performance plan milestones with or without disqualification from the Alaska Connect Fund could have an adverse effect on its business, financial position, results of operations, or liquidity.
−Removed: GCI may lose USF high cost support after 2026 if certain competitive conditions are met.
−Removed: On November 4, 2024, the FCC released an order establishing a new high cost support mechanism for Alaska, the Alaska Connect Fund, to replace the Alaska High Cost Order, which was set to expire at the end of 2026.
−Removed: In the Alaska Connect Fund Order, the FCC increased by 30% the annual support that each Alaska High Cost Order recipient received, starting January 1, 2025, through the end of 2026 for mobile services and through the end of 2028 for fixed services.
−Removed: For mobile services, support may be reduced after 2026 to the extent associated with any areas deemed ineligible for support, and may be further reduced after 2030 in areas served by more than one Alaska Connect Fund supported provider based upon a competitive selection process still pending further FCC consideration in a pending rulemaking proceeding.
−Removed: Because key elements of these processes are still being defined by the FCC, GCI cannot estimate whether or to what extent it will experience a reduction of mobile high cost universal service support after 2026.
−Removed: Similarly, GCI cannot estimate whether or to what extent it may experience a reduction in fixed broadband support after 2028.
−Removed: GCI may experience delayed or lost USF high cost support if the FCC does not approve its mobile performance plan in 2026, or its fixed broadband performance plan in or after 2028.
−Removed: Continuation of GCI’s high cost support after 2026, for mobile service, and after 2028, for fixed voice and broadband service, is contingent upon obtaining FCC approval for its performance plan in which it would make commitments as to how support would be used to improve mobile and fixed broadband services, respectively.
−Removed: If GCI cannot obtain FCC approval of its performance plan by the end of 2026, for mobile services, or the end of 2028, for fixed services, it could be subject to a delay or loss of such support.
−Removed: The decline in GCI’s Other revenue, which includes video, long-distance, and local access services, may accelerate.
−Removed: Our company expects GCI’s Other revenue, which includes video, long-distance and local access services, will continue to decline.
−Removed: GCI has experienced declines in video and voice subscribers, consistent with the industry.
−Removed: Video revenue has seen further losses as a result of the transition from traditional linear video delivery to IP delivery and GCI’s decision to discontinue selling bulk video packages for multi-dwelling units.
−Removed: GCI Holdings has announced that it plans to exit the video business in 2025, subject to regulatory approvals.
−Removed: As competition from wireless carriers, as well as competition from GCI’s own product offerings, increases, our company expects GCI’s long-distance and local access services’ subscribers and revenue will continue to decline and the rate of decline may accelerate.
−Removed: In addition, GCI’s success in the local telephone market depends on its continued ability to obtain interconnection, access, and related services from local exchange carriers on terms that are reasonable and that are based on the cost of providing these services.
−Removed: GCI’s ability to provide service in the local telephone market depends on its negotiation or arbitration with local exchange carriers to allow interconnection to the carrier’s existing local telephone network (in some Alaska markets at cost-based rates), to establish dialing parity, to obtain access to rights-of-way, to resell services offered by the local exchange carrier, and in some cases, to allow the purchase, at cost-based rates, of access to certain unbundled network elements.
−Removed: Future negotiations or arbitration proceedings with respect to new or existing markets could result in a change in GCI’s cost of serving these markets via the facilities of the Incumbent Local Exchange Carriers or via wholesale offerings.
−Removed: GCI’s local telephone services business faces the risk of unfavorable changes in regulation or legislation or the introduction of new regulations.
−Removed: Failure to stay abreast of new technology could affect GCI’s ability to compete in the industry.
−Removed: GCI tests and deploys various new technologies and support systems intended to enhance its competitiveness and increase the utility of its services.
−Removed: As GCI’s operations grow in size and scope, it must continuously improve and upgrade its systems and infrastructure while maintaining or improving the reliability and integrity of its systems and infrastructure.
−Removed: The emergence of alternative platforms such as mobile or tablet computing devices and the emergence of niche competitors who may be able to optimize products, services, or strategies for such platforms will require new investment in technology.
−Removed: Replacing or upgrading GCI’s infrastructure to keep pace with such technological changes could result in significant capital expenditures.
−Removed: Further, current and new wireless internet technologies such as 4G and 5G wireless broadband services continue to evolve rapidly to allow for greater speed and reliability, and our company expects other advances in communications technology to occur in the future.
−Removed: GCI may not successfully complete the rollout of new technology and related features or services in a timely manner, and they may not be widely accepted by GCI’s customers or may not be profitable, in which case GCI could not recover its investment in the technology.
−Removed: There can be no assurance that GCI will be able to compete with advancing technology or introduce new
−Removed: technologies and systems as quickly as it would like or in a cost-effective manner.
−Removed: Deployment of technology supporting new service offerings may also adversely affect the performance or reliability of its networks with respect to both the new and existing services.
−Removed: Any resulting customer dissatisfaction could adversely affect GCI’s ability to retain customers and attract new customers and may have an adverse effect on our company’s financial position, results of operations, or liquidity.
−Removed: In addition to introducing new technologies and offerings, GCI must phase out outdated and unprofitable technologies and services.
−Removed: If GCI is unable to do so on a cost-effective basis, GCI could experience reduced profits.
−Removed: GCI’s operations are geographically concentrated in Alaska and are impacted by the economic conditions in Alaska, and GCI may not be able to increase its share of the existing market for its services.
−Removed: GCI offers products and services to customers primarily throughout Alaska.
−Removed: Because of this geographic concentration, growth of GCI’s business and operations depends upon economic conditions in Alaska, which have been negatively impacted in recent years by a recession and the COVID-19 pandemic.
−Removed: In addition, the customer base in Alaska is limited, and GCI has already achieved significant market penetration with respect to its service offerings in Anchorage and other locations in Alaska.
−Removed: GCI may not be able to continue to increase its share of the existing markets for its services, and no assurance can be given that the Alaskan economy will grow and increase the size of the markets GCI serves or increase the demand for the services it offers.
−Removed: The markets in Alaska for wireless and wireline telecommunications and video services are unique and distinct within the U.S.
−Removed: due to Alaska’s large geographical size, its sparse population located in a limited number of clusters, and its distance from the rest of the U.S.
−Removed: Natural or man-made disasters or terrorist attacks could have an adverse effect on GCI’s business.
−Removed: GCI’s technical infrastructure (including its communications network infrastructure and ancillary functions supporting its network such as service activation, billing and customer care) is vulnerable to damage or interruption from technology failures, power surges or outages, natural disasters, fires, human error, terrorism, intentional wrongdoing, or similar events.
−Removed: As a communications provider, there is an increased risk that GCI’s technological infrastructure may be targeted in connection with terrorism, either as a primary target, or as a means of facilitating additional attacks on other targets.
−Removed: In addition, earthquakes, floods, fires, and other unforeseen natural disasters or events could materially disrupt GCI’s business operations or its provision of service in one or more markets.
−Removed: Specifically, the majority of GCI’s facilities are located in areas with known significant seismic activity.
−Removed: Costs GCI incurs to restore, repair or replace its network or technical infrastructure, as well as costs associated with detecting, monitoring, or reducing the incidence of unauthorized use, may be substantial and increase GCI’s cost of providing service.
−Removed: Many of the areas in which GCI operates have limited emergency response services and may be difficult to reach in an emergency situation.
−Removed: Should a natural disaster or other event occur, it could be weeks or longer before remediation efforts could be implemented, if they could be implemented at all.
−Removed: Further, any failure in or interruption of systems that GCI or third parties maintain to support ancillary functions, such as billing, point of sale, inventory management, customer care, and financial reporting, could materially impact GCI’s ability to timely and accurately record, process, and report information important to our company’s business.
−Removed: If any of the above events were to occur, GCI could experience higher churn, reduced revenue, and increased costs, any of which could harm its reputation and have a material adverse effect on our company’s business, financial condition, or results of operations.
−Removed: Additionally, our company’s insurance may not be adequate to cover the costs associated with a natural disaster or terrorist attack.
−Removed: Cyberattacks or other network disruptions could have an adverse effect on our company and GCI’s business.
−Removed: Our company’s operations depend upon the transmission of information over the Internet.
−Removed: Unauthorized parties attempt to gain access to our company’s and its vendors’ information systems by, among other things, hacking into its systems or those of third parties, through fraud or other means of deceiving our company’s employees or its vendors, burglaries, errors by our company or its vendors’ employees, misappropriation of data by employees, or other irregularities that may result in persons obtaining unauthorized access to its data.
−Removed: The techniques used to gain such access to our company’s or its vendors’ information systems, data or customer information, disable or degrade service, or sabotage systems are constantly evolving and continue to become more sophisticated and targeted, may be difficult to detect quickly, and often are not recognized until launched against a
−Removed: Further, the use of AI and machine learning by cybercriminals may increase the frequency and severity of cybersecurity attacks against us or our suppliers, vendors and other service providers.
−Removed: Cyberattacks against GCI’s or our company’s vendors’ technological infrastructure or breaches of information systems may cause equipment failures, disruption of its or their operations, and potentially unauthorized access to confidential customer or employee data, which could subject our company to increased costs and other liabilities as discussed further below.
−Removed: Cybersecurity incidents and cybersecurity threats, which include the use of malware, computer viruses, and other means for service disruption or unauthorized access to confidential customer or employee data, have increased in frequency, scope, and potential harm for businesses in recent years.
−Removed: It is possible for such cybersecurity incidents and cybersecurity threats to go undetected for an extended period of time, increasing the potential harm to GCI’s or our company’s respective customers, employees, assets, and reputation.
−Removed: For example, third-party service providers, such as telecommunications and cloud services providers, have been subject to increasing cyberattacks from state-sponsored threat actors that could materially impact our information systems and operations.
−Removed: To date, our company and GCI have not been subject to cybersecurity incidents or disruptions of information systems that, individually or in the aggregate, have been material to our or GCI’s operations or financial condition.
−Removed: Although our company and GCI have not detected such a material security breach or cybersecurity incident to date, our company and GCI have been the target of events of this nature and expect to be subject to similar attacks in the future.
−Removed: Our company and GCI engage in a variety of preventive measures at an increased cost intended to reduce the risk of cyberattacks and safeguard our information systems and confidential customer information, but as with all companies, these measures may not be sufficient for all eventualities, and there is no guarantee that they will be adequate to safeguard against all cybersecurity incidents, system compromises, or misuses of data.
−Removed: Such measures include, but are not limited to, the following practices:
−Removed: application whitelisting, anti-malware, message and spam filtering, encryption, advanced firewalls, threat detection, and URL filtering.
−Removed: Despite these preventive and detective actions, our and GCI’s efforts may be insufficient to repel a cybersecurity incident, detect all cybersecurity threats, or prevent disruption of information systems in the future and prevent the risks described above.
−Removed: In addition, some of the most significant risks to GCI’s information systems, networks, and infrastructure include:
−Removed: ● cyberattacks that disrupt, damage, or allow unauthorized access to GCI’s network and computer systems by criminal or terrorist actors, which may result in data breaches or network disruptions;
−Removed: ● undesired human actions including intentional or accidental errors, misconfigurations, and break-ins;
−Removed: ● malware (including viruses, worms, and Trojan horses), software defects, unsolicited mass advertising, denial of service attacks, ransomware, and other malicious or abusive attacks by third parties;
−Removed: ● unauthorized access to GCI’s information technology, billing, customer care, and provisioning systems and networks and those of its vendors and other providers.
−Removed: If hackers or cybercriminals gain access to our or GCI’s information systems, networks, or infrastructure, they may be able to access, steal, publish, delete, misappropriate, modify or otherwise disrupt access to confidential customer or employee data.
−Removed: Moreover, additional harm to customers or employees could be perpetrated by third parties who obtain unauthorized access to the confidential customer data.
−Removed: A network or other disruption of information systems (including one resulting from a cyberattack or other cybersecurity incident) could cause an interruption or degradation of service and diversion of management attention, as well as permit access, theft, publishing, deletion, misappropriation, or modification of confidential customer data.
−Removed: Due to the evolving techniques used in cyberattacks to disrupt or gain unauthorized access to technology networks, our company or GCI may not be able to anticipate or prevent such disruption or unauthorized access.
−Removed: The costs imposed on our company and GCI as a result of a cybersecurity incident or disruption of information systems could be significant.
−Removed: Among others, such costs could include increased expenditures on cybersecurity measures, litigation, regulatory actions, fines, sanctions, lost revenue from business interruption, and damage to our or GCI’s reputation and the public’s perception regarding GCI’s ability to provide a secure service.
−Removed: As a result, a cybersecurity incident could have a material adverse effect on GCI’s and our company’s business, financial condition, and operating results.
−Removed: Our company and GCI also face similar risks associated with security breaches and other cybersecurity incidents affecting third parties with which we affiliate or otherwise conduct business.
−Removed: While GCI maintains cyber liability insurance that provides both third-party liability and first-party insurance coverage, its insurance may not be sufficient to protect against all of its losses from any future disruptions or breaches of its systems or other events as described above.
−Removed: The processing, storage, sharing, use, disclosure and protection of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements or differing views of personal privacy rights.
−Removed: Through our company’s operations, sales and marketing activities, it collects and stores certain non-public personal information related to its customers.
−Removed: Our company also gathers and retains information about employees in the normal course of business.
−Removed: Our company may share information about such persons with vendors, contractors and other third-parties that assist with certain aspects of its business.
−Removed: The collection, storage, sharing, use, disclosure and protection of this information are governed by the privacy and data security policies maintained by these businesses.
−Removed: Moreover, there are federal, state and international laws regarding privacy and the collection, storage, sharing, use, disclosure and protection of personally identifiable information and user data, including regulations specific to GCI’s operations as a telecommunications carrier or video service provider.
−Removed: Specifically, personally identifiable information is increasingly subject to changing legislation and regulations, in numerous jurisdictions around the world, which are intended to protect the privacy of personal information that is collected, processed and transmitted in or from the governing jurisdiction.
−Removed: Compliance with these laws and regulations may be onerous and expensive and may be inconsistent from jurisdiction to jurisdiction, further increasing the cost of compliance.
−Removed: For example, California has enacted the CCPA, which, among other things, allows California consumers to request that certain companies disclose the types of personal information collected by such companies.
−Removed: The CCPA became effective on January 1, 2020.
−Removed: The California Attorney General has issued regulations and guidance regarding the law.
−Removed: In November 2020, California voters approved the CPRA, which amends and expands the CCPA and establishes the California Privacy Protection Agency to implement and enforce consumer privacy laws.
−Removed: Most of the CPRA’s provisions became effective on January 1, 2023.
−Removed: In addition, Maine, Virginia, Colorado, Utah, Connecticut, Oregon, Texas, Montana, Delaware, Florida, Iowa, Nebraska, New Hampshire and New Jersey enacted privacy and data protection laws in recent years.
−Removed: New privacy laws enacted in Tennessee, Indiana, Minnesota, Maryland, Kentucky and Rhode Island will take effect over the next two years.
−Removed: Other states in the U.S.
−Removed: are also separately proposing laws to regulate privacy and security of personal data.
−Removed: GCI’s failure, and/or the failure by the various third party vendors and service providers with which GCI does business, to comply with applicable privacy policies or federal or state laws or changes in applicable laws and regulations, or any compromise of security that results in the unauthorized release of personally identifiable information or other user data could damage GCI’s and our reputations and the reputation of their third party vendors and service providers, discourage potential users from trying their products and services and/or result in fines and/or proceedings by governmental agencies and/or consumers, any one or all of which could adversely affect GCI’s business, financial condition and results of operations and, as a result, our Company.
−Removed: In addition, we, our subsidiaries or our business affiliates may not have adequate insurance coverage to compensate for losses.
−Removed: Increases in data usage on GCI’s wired and wireless networks may cause network capacity limitations, resulting in service disruptions, reduced capacity, or slower transmission speeds for GCI’s customers.
−Removed: Video streaming services and peer-to-peer file sharing applications use significantly more bandwidth than traditional Internet activity such as web browsing and email.
−Removed: As use of these services continues to grow, GCI’s customers will likely use more bandwidth than in the past.
−Removed: Additionally, new wireless handsets and devices may place a higher demand for data on GCI’s wireless network.
−Removed: If this occurs, GCI could be required to make significant capital expenditures to increase network capacity in order to avoid service disruptions, service degradation, or slower transmission speeds for its customers.
−Removed: Alternatively, GCI could choose to implement network management practices to reduce the network capacity available to bandwidth-intensive activities during certain times in market areas experiencing congestion, which could negatively affect its ability to retain and attract customers in affected areas.
−Removed: While our company believes demand for these services may drive customers to pay for faster speeds, competitive or regulatory constraints may preclude GCI from recovering the costs of the necessary network investments, which could result in an adverse impact to its business, financial condition, and operating results.
−Removed: Prolonged service interruptions or system failures could affect GCI’s business.
−Removed: GCI relies heavily on its network equipment, communications providers, data, and software to support all of its functions.
−Removed: GCI relies on its networks and the networks of others for substantially all of its revenue.
−Removed: GCI is able to deliver services and serve its customers only to the extent that it can protect its network systems against damage from power or communication failures, computer viruses, natural disasters, unauthorized access, and other disruptions.
−Removed: While GCI endeavors to account for failures in the network by providing back-up systems and procedures, GCI cannot guarantee that these back-up systems and procedures will operate satisfactorily in an emergency.
−Removed: Disruption to its billing systems due to a failure of existing hardware and backup protocols could have an adverse effect on our company’s revenue and cash flow.
−Removed: Should GCI experience a prolonged failure, it could seriously jeopardize its ability to continue operations.
−Removed: In particular, should a significant service interruption occur,
−Removed: GCI’s ongoing customers may choose a different provider, and its reputation may be damaged, reducing its attractiveness to new customers.
−Removed: If failures occur in GCI’s undersea fiber optic cable systems or GCI’s TERRA facilities and its extensions, or in terrestrial facilities owned by a third party upon which GCI relies for significant capacity, GCI’s ability to immediately restore the entirety of GCI’s service may be limited and our company could incur significant costs.
−Removed: GCI’s communications facilities include undersea fiber optic cable systems that carry a large portion of its traffic to and from the contiguous Lower 48 states, one of which provides an alternative geographically diverse backup communication facility to the other.
−Removed: GCI’s facilities also include TERRA and its extensions some of which are unringed, operating in a remote environment, and are at times difficult to access for repairs.
−Removed: Damage to an undersea fiber optic cable system or TERRA and its extensions could result in significant unplanned expense.
−Removed: For example, in January 2020, a fiber break occurred in GCI’s TERRA ring in Alaska’s Cook Inlet.
−Removed: Although service was not materially affected and has since been fully restored, and the financial impact was not significant, full functionality was not restored until March 2020 due to the uniquely challenging environmental conditions in the location of the fiber break.
−Removed: Similarly, in June 2023 a fiber break occurred in the network of a third-party provider of terrestrial capacity to GCI.
−Removed: GCI immediately re-routed customer services to be carried by GCI’s TERRA facilities, but service quality in several communities was materially impacted until full restoration was completed in September.
−Removed: Another fiber break is currently affecting the network of the third-party provider.
−Removed: GCI has re-routed customer services to be carried by GCI’s TERRA facilities and is considering additional alternatives until the network is restored.
−Removed: If a failure of both sides of the ring of GCI’s undersea fiber optic facilities or GCI’s ringed TERRA facility and its unringed extensions occurs and GCI is not able to secure alternative facilities, some of the communications services GCI offers to its customers could be interrupted, which could have a material adverse effect on our company’s business, financial position, results of operations, or liquidity.
−Removed: If a failure occurs in GCI’s satellite communications systems, GCI’s ability to immediately restore the entirety of its service may be limited.
−Removed: GCI’s communications facilities include satellite transponders that GCI uses to serve many rural and remote Alaska locations.
−Removed: Each of GCI’s C-band and Ku-band satellite transponders are backed up using on-board transponder redundancy.
−Removed: In the event of a complete spacecraft failure the services are restored using capacity on other spacecraft that are held in reserve.
−Removed: If a failure of GCI’s satellite transponders occurs and GCI is not able to secure alternative facilities, some of the communications services GCI offers to its customers could be interrupted, which could have a material adverse effect on our company’s business, financial position, results of operations, or liquidity.
−Removed: GCI depends on a limited number of third-party vendors to supply communications equipment.
−Removed: If GCI does not obtain the necessary communications equipment, GCI will not be able to meet the needs of its customers.
−Removed: GCI depends on a limited number of third-party vendors to supply wireless, Internet, video, and other telephony-related equipment.
−Removed: If GCI’s providers of this equipment are unable to meet GCI’s specifications or supply, in a timely manner or at all, the equipment necessary to meet GCI’s needs or provide them at an acceptable cost, GCI may not be able to satisfy demand for its services and competitors may fulfill this demand.
−Removed: Due to the unique characteristics of the Alaska communications markets (i.e., remote locations, rural, satellite-served, and low-density populations), in many situations GCI deploys and utilizes specialized, advanced technology and equipment that may not have a large market or demand.
−Removed: GCI’s vendors may not succeed in developing sufficient market penetration to sustain continuing production and may fail.
−Removed: Vendor bankruptcy, or acquisition without continuing product support by the acquiring company, may require GCI to replace technology before its otherwise useful end of life due to lack of on-going vendor support and product development.
−Removed: New restrictions on sourcing of equipment utilized in federally-supported projects may further exacerbate these risks.
−Removed: The suppliers and vendors on which GCI relies may also be subject to litigation with respect to technology on which GCI depends, including litigation involving claims of patent infringement.
−Removed: Such claims have been growing rapidly in the communications industry.
−Removed: Our company is unable to predict whether GCI’s business will be affected by any such litigation.
−Removed: Our company expects GCI’s dependence on key suppliers to continue as they develop and introduce more advanced generations of technology.
−Removed: The failure of GCI’s key suppliers to provide products or product support could have a material adverse effect on our company’s business, financial position, and results of operations.
−Removed: Supply chain disruptions could impact GCI’s ability to obtain equipment and other supplies for its business from its key suppliers and vendors on acceptable terms or at all.
−Removed: To date, GCI’s supply chain disruptions have been limited, but it may
−Removed: experience more severe supply chain disruptions in the future or supplier inability to manufacture or deliver equipment or parts.
−Removed: Any suspension or delay in GCI suppliers’ and vendors’ ability to provide us adequate equipment or supplies, or in GCI’s ability to procure equipment or supplies from other sources in a timely manner or at all, could impair its ability to meet customer demand and therefore could have a material adverse effect on our company’s business, financial condition, or results of operations.
−Removed: Climate change and increasingly stringent environmental laws, rules and regulations, and customer expectations could adversely affect GCI’s business.
−Removed: There is a heightened public focus on climate change, sustainability, and environmental issues, and customer, regulatory, and shareholder expectations are evolving rapidly, with a focus on companies’ climate change readiness, response, and mitigation strategies.
−Removed: This has led to increased government regulation.
−Removed: Our company expects that the trend of increasing environmental awareness will continue, which will result in higher costs of operations.
−Removed: GCI is committed to incorporating environmentally sustainable practices into its business.
−Removed: While undertaken in a manner designed to be as efficient and cost effective as possible, this may result in increases in GCI’s costs of operations relative to its competitors.
−Removed: The potential impact of climate change on GCI’s operations and customers remains uncertain.
−Removed: The primary risk that climate change poses to GCI’s business is the potential for increases in severe weather in the areas in which it operates.
−Removed: See the risk factor entitled “Natural or man-made disasters or terrorist attacks could have an adverse effect on GCI’s business” for more information on the impact of severe weather on our business.
−Removed: Potential physical effects of climate change, such as damage to GCI’s network infrastructure, could result in increased costs and loss of revenue.
−Removed: In addition, governmental initiatives to address climate change could, if adopted, restrict GCI’s operations, require GCI to make capital expenditures to comply with these initiatives, increase GCI’s costs, and impact GCI’s ability to compete.
−Removed: GCI’s inability to timely respond to the risks posed by climate change and the costs of compliance with climate change laws and regulations could have a material adverse impact on GCI.
−Removed: In addition, there is regulatory uncertainty with respect to the U.S.’ climate change policy.
−Removed: On January 20, 2025, President Trump signed an executive order to withdraw the U.S.
−Removed: from the Paris Agreement, marking a significant shift in U.S.
−Removed: climate policy.
−Removed: It remains unclear what further actions President Trump may take with respect to domestic and international programs and initiatives, what support the Trump administration would have for any potential changes to such legislative programs and initiatives in Congress, and what the impacts of such changes may be.
−Removed: GCI does not have insurance to cover certain risks to which it is subject, which could lead to the occurrence of uninsured liabilities.
−Removed: As is typical in the communications industry, GCI is self-insured for damage or loss to certain of its transmission facilities, including its buried, undersea, and above-ground fiber optic cable systems.
−Removed: If GCI becomes subject to substantial uninsured liabilities due to damage or loss to such facilities, our company’s financial position, results of operations or liquidity may be adversely affected.
−Removed: GCI uses a third-party vendor for its customer billing systems.
−Removed: Any errors, cyber-attacks or other operational disruption could have adverse operational, financial, and reputational effects on our company’s business.
−Removed: GCI’s third-party billing services vendor may experience errors, cybersecurity incidents, or other operational disruptions of its information systems that could negatively impact GCI and over which GCI may have limited control.
−Removed: Interruptions and/or failure of this billing services system could disrupt GCI’s operations and impact its ability to provide or bill for its services, retain customers, or attract new customers, and negatively impact overall customer experience.
−Removed: Any occurrence of the foregoing could cause material adverse effects on our company’s operations and financial condition, material weaknesses in its internal control over financial reporting and reputational damage.
−Removed: Any significant impairment of GCI’s indefinite-lived intangible assets would lead to a reduction in its net operating performance and a decrease in its assets.
−Removed: GCI had $1.3 billion of indefinite-lived intangible assets as of December 31, 2024, consisting of goodwill of $755 million, cable certificates of $550 million and other intangibles of $41 million.
−Removed: Goodwill represents the excess of cost over fair value of net assets acquired in connection with business acquisitions and the future economic benefits expected to arise from
−Removed: other intangible assets acquired that do not qualify for separate recognition.
−Removed: GCI’s cable certificates represent agreements or authorizations with government entities that allow access to homes in cable service areas, including the future economic benefits of the right to solicit and service potential customers and the right to deploy and market new services to potential customers.
−Removed: GCI’s wireless licenses are from the FCC and give GCI the right to provide wireless service within a certain geographical area.
−Removed: If GCI makes changes in its business strategy or if market or other conditions adversely affect its operations, it may be forced to record an impairment charge, which would lead to a decrease in its assets and a reduction in its net operating performance.
−Removed: GCI’s indefinite-lived intangible assets are tested annually for impairment during the fourth quarter and at any time upon the occurrence of certain events or substantive changes in circumstances that indicate the assets might be impaired.
−Removed: If the testing performed indicates that impairment has occurred, GCI is required to record an impairment charge for the difference between the carrying value and the fair value of the goodwill and/or the indefinite-lived intangible assets, as appropriate, in the period in which the determination is made.
−Removed: The testing of goodwill and indefinite-lived intangible assets for impairment requires GCI to make significant estimates about its future performance and cash flows, as well as other assumptions.
−Removed: These estimates can be affected by numerous factors, including changes in economic, industry, or market conditions, changes in underlying business operations, future operating performance, changes in competition, or changes in technologies.
−Removed: Any changes to key assumptions, or actual performance compared with those assumptions, about GCI’s business and its future prospects or other assumptions could affect the fair value, resulting in an impairment charge.
Factors Relating to Charter
3 unchanged sentences
The industry in which Charter operates is highly competitive and has become more so in recent years.
−Removed: In some instances, Charter competes against companies with fewer regulatory burdens, access to better financing and greater and more favorable brand name recognition.
−Removed: Increasing consolidation in the telecommunications and content industries have provided additional benefits to certain of Charter’s competitors, either through access to financing, resources, or efficiencies of scale including the ability to launch new products and services.
+Added: In some instances, Charter competes against companies with fewer regulatory burdens, better access to financing and greater and more favorable brand name recognition.
+Added: Increasing consolidation in the telecommunications and content industries have provided additional
+Added: benefits to certain of Charter’s competitors, either through access to financing, resources, or efficiencies of scale including the ability to launch new products and services.
Charter’s Internet service faces competition from other companies’ FTTH, cell phone home Internet service, Internet delivered via satellite and DSL services.
−Removed: Various operators offer wireless Internet services delivered over networks which they continue to enhance to deliver faster speeds and also continue to expand 5G mobile services.
+Added: Various operators offer wireless Internet services delivered over networks which they continue to enhance to deliver faster speeds and also continue to expand 5G mobile services as they seek to offer converged connectivity services similar to Charter.
Charter’s mobile and voice services compete with wireless and wireline phone providers, as well as other forms of communication, such as text, instant messaging, social networking services, video conferencing and email.
1 unchanged sentence
Charter’s video service faces competition from a number of sources, including DBS services, and 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 often with password sharing among multiple users and security that makes content susceptible to piracy.
−Removed: Newer products and services, particularly alternative methods for the distribution, sale and viewing of content may continue to be developed, further increasing the number of competitors that Charter faces.
+Added: Newer products and services, particularly alternative methods for the distribution, sale and viewing of content may continue to be developed, further increasing the competition that Charter faces.
The increasing number of choices available to audiences, including low-cost or free choices, could negatively impact not only consumer demand for Charter’s products and services, but also advertisers’ willingness to purchase advertising from Charter.
1 unchanged sentence
Competition related to Charter’s service offerings to businesses continues to increase as well, as more companies deploy more fiber to more buildings, which may negatively impact Charter’s growth and put pressure on margins.
−Removed: A failure to effectively anticipate or adapt to new technologies (including those that use artificial intelligence “AI”) and changes in customer expectations and behavior could significantly adversely affect its competitive position with respect to the
−Removed: leisure time and discretionary spending of its customers and, as a result, affect its business and results of operations.
+Added: A failure to effectively anticipate or adapt to new technologies (including those that use AI) and changes in customer expectations and behavior could significantly adversely affect its competitive position with respect to the leisure time and discretionary spending of its customers and, as a result, affect its business and results of operations.
Competition may also reduce its expected growth of future cash flows which may contribute to future impairments of Charter’s franchises and goodwill and Charter’s ability to meet cash flow requirements, including debt service requirements.
6 unchanged sentences
While from time to time attempts have been made to access Charter’s network, these events have not as yet resulted in any material release of information, degradation or disruption to its network and information systems.
−Removed: Charter’s network and information systems are also vulnerable to damage or interruption from power outages, telecommunications failures, accidents, natural disasters (including extreme weather arising from short-term or any long-term changes in weather patterns), terrorist attacks and similar events.
+Added: Charter’s network and information systems are also vulnerable to damage or interruption from power outages, telecommunications failures, accidents, natural disasters (including extreme weather arising from short-term or long-term changes in weather patterns), terrorist attacks and similar events.
Charter’s system redundancy may be ineffective or inadequate, and Charter’s disaster recovery planning may not be sufficient for all eventualities.
1 unchanged sentence
Any of these events, if directed at, or experienced by, Charter or technologies upon which Charter depends, have had and could in the future have adverse consequences on Charter’s network, customers and business, including degradation of service, service disruption, excessive call volume to call centers, and damage to Charter’s or its customers' equipment and data.
−Removed: Large expenditures and substantial resources have been and may in the future be necessary to repair or replace damaged property, networks or information systems or to protect them from similar events in the future.
+Added: Large expenditures and
+Added: substantial resources have been and may in the future be necessary to repair or replace damaged property, networks or information systems or to protect them from similar events in the future.
Moreover, the amount and scope of insurance that Charter maintains against losses resulting from any such events or security breaches has not always been and may not in the future be sufficient to cover Charter’s losses or otherwise adequately compensate Charter for any disruptions to its business that have resulted and may result.
7 unchanged sentences
Charter could be subject to regulatory actions and claims made by consumers in private litigations involving privacy issues related to consumer data collection and use practices.
−Removed: Charter also could be required to expend significant capital and other resources to remedy any such security breach.
+Added: Charter also could be required to expend significant capital and other resources to remedy any security breach.
Charter depends on third-party service providers, suppliers and licensors;
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● demand exceeds these vendors’ capacity;
−Removed: ● tariffs are imposed that impact vendors' ability to perform their obligations or significantly increase the amount Charter pays;
+Added: ● tariffs or component supply conditions impact vendors' ability to perform their obligations or significantly increase the amount Charter pays;
● experience operating or financial difficulties;
10 unchanged sentences
If Charter chooses technologies or equipment that are less effective, cost-efficient or attractive to customers than those chosen by its competitors, if technologies or equipment on which Charter has chosen to rely cease to be available to it on reasonable terms or conditions, if Charter offers services that fail to appeal to consumers, are not available at competitive prices or that do not function as expected, if Charter is not able to fund the expenditures necessary to keep pace with technological developments, or if Charter is no longer able to make its services available to its customers on a third-party device on which a substantial number of customers have relied to access its services, its competitive position could deteriorate, and its business and financial results could suffer.
−Removed: The ability of some of Charter’s competitors to introduce new technologies, products and services more quickly than Charter does may adversely affect its competitive position.
+Added: The ability of some of Charter’s competitors to introduce new technologies, products and services more quickly than Charter may adversely affect its competitive position.
Furthermore, advances in technology, decreases in the cost of existing technologies or changes in competitors’ product and service offerings may require Charter in the future to make additional research and development expenditures or to offer, at no additional charge or at a lower price, certain products and services that Charter currently offers to customers separately or at a premium.
17 unchanged sentences
Programming costs are one of Charter’s largest expense items.
−Removed: Charter’s programming costs have historically increased in excess of customary inflationary and cost-of-living type increases.
−Removed: While decreases in video customers combined with a change in the mix of customers choosing lower cost packages have offset total programming cost increases, Charter expects contractual programming rates per service subscriber to continue to increase as a result of annual increases pursuant to its programming contracts and contract renewals with programmers.
−Removed: Although Charter passes along amounts paid for local broadcast station retransmission consent to the majority of its customers, the inability to fully pass programming cost increases on to customers has had, and is expected in the future to have, an adverse impact on Charter’s cash flow and operating margins associated with the video product.
+Added: While decreases in video customers combined with a change in the mix of customers choosing lower cost packages have offset total programming cost increases, Charter expects contractual programming rates per service subscriber to continue to increase in excess of customary inflationary and cost-of-living type increases as a result of annual increases pursuant to its programming contracts and contract renewals with programmers.
+Added: Although Charter passes along amounts paid for local broadcast station retransmission consent to the majority of its video customers, the inability to fully pass programming cost increases on to video customers has had, and is expected in the future to have, an adverse impact on Charter’s cash flow and operating margins associated with the video product.
In order to mitigate impacts to operating margins due to increasing programming rates, Charter continues to review its pricing and programming packaging strategies.
Further, some programmers have begun to simulcast and/or move popular programming to programmer streaming applications which has created a competitive alternative to video subscription at lower price points that could, in turn, result in customer losses.
−Removed: Charter has sought to obtain and will continue to seek to obtain access to many of these programmer streaming applications, where applicable, as it renews agreements, so that Charter may include in its customers’ video subscriptions and/or sell to broadband customers for a share of revenue.
−Removed: Increases in the cost of sports programming and the amounts paid for local broadcast station retransmission consent have been the largest contributors to the growth in programming costs over the last several years.
+Added: Charter has obtained and will continue to seek to obtain access to many of these programmer streaming applications, where applicable, as it renews agreements, so that Charter may continue to include these in its customers’ video subscriptions and/or sell to broadband customers for a share of revenue.
+Added: Increases in the cost of sports programming and the amounts paid for local broadcast station retransmission consent have been the largest contributors to the growth in Charter’s programming costs over the last several years.
Federal law allows commercial television broadcast stations to make an election between “must-carry” rights and an alternative “retransmission-consent” regime.
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This may include an increase in the number of homes that replace their video service with Internet-delivered or over-air content, as well as an increase in the number of Internet and voice customers substituting mobile data and voice products for wireline services which would negatively impact Charter’s ability to attract customers, increase rates and maintain or increase revenue.
−Removed: In addition, Charter’s ability to gain new customers is dependent to some extent on growth in occupied housing in its service areas, which is influenced by both national and local economic conditions.
+Added: In addition, Charter’s ability to gain new customers is dependent to some extent on growth in
+Added: occupied housing in its service areas, which is influenced by both national and local economic conditions.
Weak economic conditions may also have a negative impact on Charter’s advertising revenue.
−Removed: These events have adversely affected Charter in the past, and may adversely affect its cash flow, results of operations and financial condition if a downturn were to continue.
+Added: These events have adversely affected Charter in the past, and may adversely affect its cash flow, results of operations and financial condition in a future downturn.
In addition, Charter is susceptible to risks associated with the potential financial instability of the vendors and third parties on which Charter relies to provide products and services or to which it outsources certain functions.
5 unchanged sentences
Charter’s ability to hire and retain key employees for management positions could be impacted adversely by the competitive environment for management talent in the broadband communications and technology industries.
−Removed: The loss of the services of key members of management and the inability or delay in hiring new key employees could adversely affect Charter’s ability to manage its business and its future operational and financial results.
−Removed: Charter has a significant amount of debt and expects to incur significant additional debt, including secured debt, in the future, which could adversely affect its financial condition and its ability to react to changes in its business.
−Removed: Charter has a significant amount of debt and expects to (subject to applicable restrictions in its debt instruments) incur additional debt in the future as Charter maintains its stated objective of 4.0 to 4.5 times Adjusted EBITDA leverage (net debt
−Removed: divided by the last twelve months Adjusted EBITDA).
−Removed: As of December 31, 2024, Charter’s total principal amount of debt was approximately $93.8 billion and Charter’s leverage ratio was 4.13 times Adjusted EBITDA.
+Added: The loss of the services of key members of management and the inability to hire or delay in hiring new key employees could adversely affect Charter’s ability to manage its business and its future operational and financial results.
+Added: Charter has a significant amount of debt and expects to incur significant additional debt, including secured debt, in the future, as well as additional debt in connection with the Cox Transactions and the Combination, which could adversely affect its financial condition and its ability to react to changes in its business.
+Added: Charter has a significant amount of debt, with total principal amount of approximately $94.6 billion and a leverage ratio of 4.15 times Adjusted EBITDA as of December 31, 2025.
+Added: Charter expects to (subject to applicable restrictions in its debt instruments) incur additional debt in the future as Charter plans to maintain leverage near the midpoint of its stated 4.0 to 4.5 times Adjusted EBITDA target leverage range (net debt divided by the last twelve months Adjusted EBITDA) in the period leading up to the closing of the Cox Transactions.
+Added: As part of the Cox Transactions, Charter will fund the $4.0 billion of cash consideration using debt and will assume Cox Communications’ approximately $12.6 billion of net debt and finance leases.
+Added: Charter plans to adjust its long-term target leverage range after the closing of the Cox Transactions to 3.5 to 3.75 times Adjusted EBITDA but will still have a significant amount of debt.
Charter’s significant amount of debt could have adverse consequences, such as:
6 unchanged sentences
● adversely affect its relationship with customers and suppliers.
−Removed: In addition, it is possible that Charter may need to incur additional indebtedness in the future, including to refinance and/or in connection with the assumption of indebtedness of Liberty Broadband and/or its subsidiaries after the completion of the Combination.
−Removed: To the extent Charter’s current debt amounts increase more than expected, Charter’s operating results are lower than expected, or credit rating agencies downgrade its debt thereby increasing Charter’s costs of borrowing and potentially limiting its access to investment grade markets, the related risks that Charter now faces will intensify.
+Added: In addition, Charter expects to incur additional indebtedness in the future, including to refinance and/or in connection with the assumption of indebtedness of Cox Communications and/or its subsidiaries after the completion of the Cox Transactions as well as Liberty Broadband and/or its subsidiaries after the completion of the Combination.
+Added: To the extent Charter’s current debt amounts increase more than expected, Charter’s operating results are lower than expected, or credit rating agencies downgrade its debt thereby increasing Charter’s costs of borrowing and potentially limiting its access to investment grade markets, or significant market disruptions occur, the related risks that Charter now faces will intensify.
The agreements and instruments governing Charter’s debt contain restrictions and limitations that could significantly affect its ability to operate its business, as well as significantly affect its liquidity.
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The breach of any covenants or obligations in Charter’s indentures or credit facilities, not otherwise waived or amended, could result in a default under the applicable debt obligations and could trigger acceleration of those obligations, which in turn could trigger cross defaults under other agreements governing Charter’s long-term indebtedness.
−Removed: In addition, the secured lenders under Charter’s secured notes and the Charter Operating credit facilities could foreclose on their
−Removed: collateral, which includes equity interests in substantially all of Charter’s subsidiaries, and exercise other rights of secured creditors.
+Added: In addition, the secured lenders under Charter’s secured notes and the Charter Operating credit facilities could foreclose on their collateral, which includes equity interests in substantially all of Charter’s subsidiaries, and exercise other rights of secured creditors.
Charter’s business is subject to extensive governmental legislation and regulation, which could adversely affect its business.
−Removed: The services Charter offers are subject to numerous laws and regulations that can increase operational and administrative expenses and reduce revenue, including those covering the following:
−Removed: ● the provision of high-speed Internet service, including regulating the price for low-income customers, network management, broadband label, broadband availability reporting, digital discrimination and transparency rules;
+Added: The services Charter offers are subject to numerous laws and regulations that can increase operational and administrative expenses and reduce revenue, including, but not limited to, those covering the following:
+Added: ● the provision of high-speed Internet service, including regulating the price for low-income customers, network management, broadband labeling, broadband availability reporting, digital discrimination and transparency rules;
● the provision of fixed and mobile voice communications, including rules for emergency communications, network and/or 911 outage reporting, CPNI safeguards and reporting, local number portability, efforts to limit unwanted robocalls, and, for mobile devices, hearing aid compatibility, safety and emission requirements;
−Removed: ● the fees that must be included in Charter’s advertised prices and bills, and the means by which its customers can cancel services;
+Added: ● the fees that must be included in Charter’s advertised prices and bills;
● access by law enforcement;
● cable franchise renewals and transfers;
−Removed: ● the provisioning, marketing and billing of cable, telephone and Internet equipment;
+Added: ● the provisioning, marketing and billing of cable, Internet, mobile and voice equipment;
● cybersecurity protection and practices, including customer and employee privacy and data security;
1 unchanged sentence
● the circumstances when a cable system must carry a broadcast station and the circumstances when it first must obtain retransmission consent to carry a broadcast station;
+Added: ● the technical standard that Charter must use to carry broadcast stations;
● limitations on Charter’s ability to enter into exclusive agreements with multiple dwelling unit complexes and control Charter’s inside wiring;
9 unchanged sentences
Potential legislative and regulatory changes could adversely impact its business by increasing costs and competition and limiting Charter’s ability to offer services in a manner that would maximize its revenue potential.
−Removed: These changes have in the past, and could in the future, include, for example, the reclassification of Internet services as regulated telecommunications services or other utility-style regulation of Internet services;
+Added: These changes have in the past, and could in the future, include, but are not limited to, for example, the reclassification of Internet services as regulated telecommunications services or other utility-style regulation of Internet services;
restrictions on how Charter manages its Internet access services and networks;
the adoption of new customer service or service quality requirements for its Internet access services;
−Removed: the adoption of new privacy restrictions on its collection, use and disclosure of certain customer information;
+Added: the adoption of new privacy restrictions on its collection, use and disclosure of certain customer or employee information;
new data security and cybersecurity mandates that could result in additional network and information security and cyber incident-reporting requirements for Charter’s business;
−Removed: new restraints on Charter’s discretion over
−Removed: programming decisions;
+Added: new restraints on Charter’s discretion over programming decisions;
+Added: new rules governing broadcast ownership that would result in higher rates for broadcast content;
new restrictions on the rates Charter charges to consumers for one or more of the services or equipment options it offers, including Charter’s ability to offer promotions;
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Any failure to comply with the rules and requirements of a subsidy grant could result in Charter being suspended or disbarred from future governmental programs or contracts for a significant period of time, which could adversely affect its results of operations and financial condition.
−Removed: In 2024, one federal Court of Appeals decision found multiple constitutional violations in the FCC’s system for funding and administering its Universal Service programs.
−Removed: Two other Courts of Appeals had upheld the FCC’s rules.
−Removed: The Supreme Court has agreed to hear the FCC’s appeal of the adverse decision.
−Removed: Charter cannot predict the outcome of this case or any related actions of the Congress and FCC, which could adversely affect receipt of universal service funds, including but not limited to FCC RDOF grants to expand Charter’s network, FCC E-rate funds to serve schools and libraries and FCC Rural Health Care funds to serve eligible health care providers.
+Added: In September 2025, following the Supreme Court decision that upheld the FCC’s system for funding and administering its Universal Service programs, a new petition for review was filed in the Fifth Circuit challenging two subsections of the statute governing the USF.
+Added: Charter cannot predict the outcome of this case or any related actions of Congress and the FCC, which could adversely affect receipt of universal service funds, including FCC E-rate funds to serve schools and libraries and FCC Rural Health Care funds to serve eligible health care providers.
Charter’s current and past participation in state and federal programs that subsidize network construction in high-cost areas and service to schools or low-income consumers, and the provision of services to government agencies or entities, creates the risk of claims of Charter’s failure to adequately comply with the regulatory requirements of those programs or contracts.
1 unchanged sentence
If any laws or regulations are enacted that would expand the regulation of Charter’s services, they could affect Charter’s operations and require significant expenditures.
−Removed: Charter cannot predict future developments in these areas, and any changes to the regulatory framework for Charter’s Internet, video, mobile or VoIP services could have a negative impact on its business and results of operations.
−Removed: It remains uncertain what rule changes, if any, will ultimately be adopted by Congress, the FCC, the FTC and state legislatures, and what operating or financial impact any such rules might have on Charter, including on the operation of its broadband networks, customer privacy and the user experience.
+Added: Charter cannot predict future developments in these areas, and any changes to the regulatory framework for Charter’s Internet, mobile, video or voice services could have a negative impact on its business and results of operations.
+Added: It remains uncertain what rule changes, if any, will ultimately be adopted by Congress, the FCC, the FTC and/or state legislatures or state regulatory agencies, and what operating or financial impact any such rules might have on Charter, including on the operation of its broadband networks, customer privacy and the user experience.
Tax legislation and administrative initiatives or challenges to Charter’s tax and fee positions could adversely affect its results of operations and financial condition.
2 unchanged sentences
From time to time, legislative and administrative bodies change laws and regulations that change Charter’s effective tax rate or tax payments.
−Removed: Many of the provisions enacted under the 2017 Tax Cuts and Jobs Act are set to expire at the end of 2025.
−Removed: The Administration and Congress are actively considering various policy choices which may have the impact of changing, possibly materially, how Charter is taxed in comparison to how it is taxed today and potentially in comparison to competitors.
Certain states and localities have imposed or are considering imposing new or additional taxes or fees on Charter’s services or changing the methodologies or base on which certain fees and taxes are computed.
−Removed: Potential changes include additional taxes or fees on Charter’s services which could impact its customers, changes to income tax sourcing rules and other changes to general business taxes, central/unit-level assessment of property taxes and other matters that
−Removed: could increase Charter’s income, franchise, sales, use and/or property tax liabilities.
+Added: Potential changes include additional taxes or fees on Charter’s services which could impact its customers, changes to income tax sourcing rules and other changes to general business taxes, central/unit-level assessment of property taxes and other matters that could increase Charter’s income, franchise, sales, use and/or property tax liabilities.
In addition, federal, state and local tax laws and regulations are extremely complex and subject to varying interpretations.
−Removed: There can be no assurance that Charter’s tax positions will not be challenged by relevant tax authorities or that it would be successful in any such challenge.
+Added: From time to time authorities challenge Charter’s tax positions and there can be no assurance that Charter’s tax positions will be successful in any such challenge.
Charter’s cable system franchises are subject to non-renewal or termination and are non-exclusive.
1 unchanged sentence
Charter’s cable systems generally operate pursuant to franchises, permits and similar authorizations issued by a state or local governmental authority controlling the public rights-of-way.
−Removed: Many franchises establish comprehensive facilities and service requirements, as well as specific customer service standards and monetary penalties for non-compliance.
+Added: Many franchises establish comprehensive facilities and service requirements, as well as specific customer service standards and monetary penalties for non-compliance, and from time to time some franchisors have alleged that Charter has not complied with every aspect of its franchising agreements.
In many cases, franchises are terminable if the franchisee fails to comply with significant provisions set forth in the franchise agreement governing system operations.
−Removed: Franchises are generally granted for fixed terms and must be periodically renewed.
+Added: Franchises are usually granted for fixed terms and must be periodically renewed.
Franchising authorities may resist granting a renewal if either past performance or the prospective operating proposal is considered inadequate.
1 unchanged sentence
In some instances, local franchises have not been renewed at expiration, and Charter has operated and is operating under either temporary operating agreements or without a franchise while negotiating renewal terms with the local franchising authorities.
−Removed: There can be no assurance that Charter will be able to comply with all significant provisions of its franchise agreements and certain of its franchisors have from time to time alleged that Charter has not complied with these agreements.
−Removed: Additionally, although historically Charter has renewed its franchises without incurring significant costs, there can be no assurance that Charter will be able to renew, or to renew as favorably, its franchises in the future.
+Added: Additionally, although historically Charter has renewed its franchises without incurring significant costs, Charter cannot guarantee that it will be able to renew, or to renew as favorably, its franchises in the future.
A termination of or a sustained failure to renew a franchise in one or more service areas could adversely affect Charter’s business in the affected geographic area.
2 unchanged sentences
In some cases, local government entities and municipal utilities may legally compete with Charter on more favorable terms.
+Added: The Cox Transactions are subject to conditions, some or all of which may not be satisfied, or completed on a timely basis, if at all.
+Added: Failure to complete the Cox Transactions could have a material adverse effect on Charter.
+Added: The completion of the Cox Transactions is subject to a number of conditions, including, among other things, (i) the approval of the certificate amendment proposal by the affirmative vote of the holders of a majority of the aggregate voting power of the outstanding shares of Charter Class A common stock and Class B common stock, voting together as a single class;
+Added: (ii) the approval of the share issuance proposal by the affirmative vote of the holders of a majority of the votes cast by the holders of Charter Class A common stock and Class B common stock, voting together as a single class;
+Added: (iii) any applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act, and any commitments by the parties not to close before a certain date under any timing agreement entered into with a government entity, in each case, with respect to the Cox Transactions shall have expired or been terminated (solely with respect to the obligations of the Charter parties to close, without the imposition of a burdensome condition);
+Added: (iv) the receipt of certain other required regulatory approvals, including approval of the FCC and certain local franchise authority, state franchising and state public utility commission approvals (solely with respect to the obligations of the Charter parties to close, without the imposition of a burdensome condition);
+Added: (v) the absence of any law, rule, executive order, decree, judgment, injunction or other order (whether temporary, preliminary or permanent) which makes unlawful, prohibits, delays, enjoins or otherwise prevents or restrains the completion of the Cox Transactions;
+Added: (vi) each party’s representations and warranties being true and correct (subject to certain materiality and material adverse effect qualifications);
+Added: (vii) the absence of a material adverse effect on each party;
+Added: and (viii) each party having performed in all material respects its obligations under the Cox Transaction Agreement.
+Added: While the parties have agreed in the Cox Transaction Agreement to use reasonable best efforts to satisfy the closing conditions, the parties may not be successful in their efforts to do so.
+Added: The failure to satisfy all of the required conditions could delay the completion of the Cox Transactions for a significant period of time or prevent completion from occurring at all.
+Added: Any delay in completing the Cox Transactions could cause Charter not to realize some or all of the benefits of the Cox Transactions, or realize them on a different timeline than expected.
+Added: There can be no assurance that the conditions in the Cox Transaction Agreement will be satisfied or (to the extent permitted) waived or that the Cox Transactions will be completed.
+Added: In addition, subject to limited exceptions, either Charter or Cox Enterprises, Inc.
+Added: may terminate the Cox Transaction Agreement if the Cox Transactions have not been consummated by the end date, so long as the terminating party’s failure to comply in all material respects with the Cox Transaction Agreement has not been a primary cause of the failure of the closing to occur on or before the end date.
+Added: If the Cox Transactions are not completed, Charter may be materially adversely affected, without realizing any of the anticipated benefits of having completed the Cox Transactions, and Charter will be subject to a number of risks, including the following:
+Added: ● the market price of Charter common stock could decline;
+Added: ● Charter could owe a substantial termination fee to Cox Enterprises, Inc.
+Added: under certain circumstances;
+Added: ● if the Cox Transaction Agreement is terminated and Charter seeks another transaction, Charter may not find a party willing to enter into a transaction on terms comparable to or more attractive than the terms agreed to in the Cox Transaction Agreement;
+Added: ● time and resources, financial and other, committed by Charter and its subsidiaries’ management to matters relating to the Cox Transactions could otherwise have been devoted to pursuing other beneficial opportunities;
+Added: ● Charter and its subsidiaries may experience negative reactions from the financial markets or from its customers, suppliers, regulators or employees;
+Added: ● Charter will be required to pay certain costs relating to the Cox Transactions, such as legal, accounting, financial advisory, filing, printing and mailing fees, whether or not the Cox Transactions are completed;
+Added: ● Charter and Cox Communications are subject to restrictions on the conduct of their respective businesses prior to the closing, as set forth in the Cox Transaction Agreement, which may prevent Charter or Cox Communications, as applicable, from making certain acquisitions or taking other actions during the pendency of the Cox Transactions;
+Added: ● Charter may experience reputational harm due to the adverse perception of any failure to successfully complete the Cox Transactions.
+Added: In addition, if the Cox Transactions are not completed, Charter could be subject to litigation related to any failure to complete the Cox Transactions or related to any enforcement proceeding commenced against it to perform its obligations under the Cox Transaction Agreement.
+Added: Any of these risks could materially and adversely impact Charter’s financial condition, financial results and stock price.
+Added: Charter’s plans for funding the cash consideration and assuming indebtedness of Cox Communications may be adversely affected to the extent there are greater-than-expected increases in Charter’s indebtedness, lower-than-expected operating results, credit rating downgrades, or significant financial market disruptions.
+Added: Charter is obligated to fund $4.0 billion of cash consideration under the Cox Transaction Agreement which Charter expects to fund by incurring indebtedness, and expects to assume approximately $12.6 billion of Cox Communications’ outstanding net debt and finance leases in connection with the Cox Transactions, including Cox Communications’ outstanding unsecured notes as of closing (the “Cox Notes”).
+Added: The indentures and supplemental indentures governing the Cox Notes contain certain negative covenants, including restrictions on the incurrence of secured indebtedness and indebtedness of restricted subsidiaries.
+Added: If Charter’s indebtedness increases more than expected, its operating results are lower than expected, or significant financial markets disruptions occur, Charter’s cash on hand and available liquidity under its existing credit facilities may be insufficient to fund the cash portion of the consideration.
+Added: Further, completion of the Cox Transactions may constitute a “change of control repurchase event” under the supplemental indentures governing certain of the Cox Notes if, in connection with the Cox Transactions, each of S&P Global Ratings, Moody’s Investors Service, Inc.
+Added: and Fitch Ratings, Inc.
+Added: downgrade the credit rating of certain series of Cox Notes to a rating below “investment grade” (regardless of whether the rating prior to such downgrade was “investment grade” or below “investment grade”) prior to 60 days following consummation of a change of control (which period may be extended in certain circumstances).
+Added: In such a circumstance, Charter (or one of its subsidiaries that, at the time, is the primary obligor of such series of notes) would be required to offer to repurchase each applicable holder’s Cox Notes of such series at a purchase price in cash equal to 101% of the aggregate principal amount of such series of Cox Notes repurchased, plus accrued and unpaid interest.
+Added: In the event of such ratings downgrades, Charter may require additional debt financing to fund such repurchases, which may not be available on terms acceptable to it, or at all.
+Added: A failure to make the applicable change of control offer or to pay the applicable change of control purchase price when due would result in a default in respect of the applicable series of Cox Notes and could result in a default under the terms of other indebtedness of Charter and its subsidiaries.
+Added: Charter and Cox Communications are subject to contractual restrictions while the Cox Transactions are pending, which could adversely affect their respective businesses and operations.
+Added: Under the terms of the Cox Transaction Agreement, Charter and Cox Communications are subject to certain restrictions on the conduct of their respective businesses prior to the closing.
+Added: Such limitations may affect Charter’s or Cox Communications’ ability to execute certain of their business strategies, including the ability in certain cases to amend their organizational documents, repurchase shares or declare dividends in certain circumstances, incur certain indebtedness or complete certain acquisitions and other transactions, which could adversely affect Charter or Cox Communications prior to the closing.
+Added: The risks described above may be exacerbated by delays or other adverse developments with respect to the completion of the Cox Transactions.
+Added: Charter will incur direct and indirect costs as a result of the Cox Transactions.
+Added: Charter will incur substantial expenses in connection with and as a result of completing the Cox Transactions, including advisory, legal and other transaction costs, and, following the completion of the Cox Transactions, Charter expects to incur additional expenses in connection with combining the companies.
+Added: A portion of these costs have already been incurred or will be incurred regardless of whether the Cox Transactions are completed.
+Added: Factors beyond Charter’s control could affect the total amount or timing of these expenses, many of which, by their nature, are difficult to estimate accurately.
+Added: Charter’s management continues to assess the magnitude of these costs, and additional unanticipated costs may be incurred in connection with the Cox Transactions.
+Added: Although Charter expects that the realization of benefits related to the Cox Transactions will offset such costs and expenses over time, no assurances can be made that this net benefit will be achieved in the near term, or at all.
+Added: If Charter is not able to successfully integrate Cox Communications’ business within the anticipated time frame, or at all, the anticipated cost savings and other benefits of the Cox Transactions may not be realized fully, or at all, or may take longer to
+Added: realize than expected.
+Added: In such circumstances, in the event the Cox Transactions are completed, Charter may not perform as expected and the value of the Charter Class A common stock may be adversely affected.
+Added: Charter and Cox Communications have operated and, until completion of the Cox Transactions will continue to operate, independently, and there can be no assurances that their businesses can be integrated successfully.
+Added: After the consummation of the Cox Transactions, the combined company will have significantly more systems, assets, investments, businesses, customers and employees than each company did prior to the Cox Transactions.
+Added: It is possible that the integration process could result in the loss of key Charter and/or Cox Communications employees, the loss of subscribers and customers, the disruption of the companies’ ongoing businesses or unexpected integration issues, higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated.
+Added: The process of integrating Cox Communications with the businesses Charter operated prior to the Cox Transactions will require significant capital expenditures and the expansion of certain operations and operating and financial systems.
+Added: Management of each company will be required to devote a significant amount of time and attention to the integration process before the Cox Transactions are completed.
+Added: There is a significant degree of difficulty and management involvement inherent in that process.
+Added: These difficulties include:
+Added: ● integrating the companies’ operations and corporate functions;
+Added: ● integrating the companies’ technologies, networks and customer service platforms;
+Added: ● integrating and unifying the product offerings and services available to customers;
+Added: ● harmonizing the companies’ operating practices, employee development and compensation programs, internal controls and other policies, procedures and processes;
+Added: ● maintaining existing relationships and agreements with customers, providers, programmers and other vendors and avoiding delays in entering into new agreements with prospective customers, providers and vendors;
+Added: ● addressing possible differences in business backgrounds, corporate cultures and management philosophies;
+Added: ● consolidating the companies’ administrative and information technology infrastructure;
+Added: ● coordinating programming and marketing efforts;
+Added: ● coordinating geographically dispersed organizations;
+Added: ● integrating information, purchasing, provisioning, accounting, finance, sales, billing, payroll, reporting and regulatory compliance systems;
+Added: ● integrating and unifying the product offerings and services available to customers, including customer premise equipment and video user interfaces;
+Added: ● managing a larger company than before the completion of the Cox Transactions;
+Added: ● attracting and retaining the necessary personnel associated with the acquired assets.
+Added: Even if the new businesses are successfully integrated, it may not be possible to realize the benefits that are expected to result from the Cox Transactions, or realize these benefits within the time frame that is expected.
+Added: For example, the elimination of duplicative costs may not be possible or may take longer than anticipated, or the benefits from the Cox Transactions may be offset by costs incurred or delays in integrating the businesses and increased operating costs.
+Added: If the combined company fails to realize the anticipated benefits from the Cox Transactions, its liquidity, results of operations, financial condition and/or share price may be adversely affected.
+Added: In addition, at times, the attention of certain members of Charter’s and/or Cox Communications’ management and resources may be focused on the completion of the Cox Transactions and the integration of the businesses and diverted from day-to-day business operations, which may disrupt each company’s business and the business of the combined company.
+Added: The market price of Charter Class A common stock may decline as a result of the Cox Transactions.
+Added: The market price of Charter Class A common stock may decline as a result of the Cox Transactions if, among other things, the costs of the Cox Transactions are greater than expected, Charter does not achieve the perceived benefits of the Cox Transactions as rapidly or to the extent anticipated by financial or industry analysts or the effect of the Cox Transactions on Charter’s financial position, results of operations or cash flows is not consistent with the expectations of financial or industry
+Added: Any of these events may make it more difficult for Charter to sell equity or equity-related securities and have an adverse impact on the price of Charter Class A common stock.
+Added: The Cox Transactions raise other risks.
+Added: The pending Cox Transactions raise additional risks not described above.
+Added: For additional information, see the definitive proxy statement with respect to the Cox Transactions, filed by Charter on July 2, 2025, including the sections entitled “Risk Factors” and “Where You Can Find More Information” included therein.
Factors Relating to our Common Stock and the Securities Market
3 unchanged sentences
We expect our stock price to continue to be directly affected by the results of operations of Charter and developments in its business.
−Removed: The fair value of our investment in Charter, on an as-converted basis, was approximately $15.5 billion as of December 31, 2024, which represents a meaningful portion of our total market value.
+Added: The fair value of our investment in Charter, on an as-converted basis, was approximately $8.7 billion as of December 31, 2025, which represents 98% of our total assets as of December 31, 2025.
As a result, our stock price will continue to be directly affected by the results of operations of Charter and the developments in its business.
1 unchanged sentence
Our Series B common stock is not widely held, with approximately 69% of the outstanding shares beneficially owned by John C.
−Removed: Malone, the Chairman of the Board and a director of our company, as of January 31, 2025.
+Added: Malone, the Chairman of our board of directors, as of January 31, 2026.
Although it is quoted on the OTC Markets, it is sparsely traded and does not have an active trading market.
26 unchanged sentences
Liberty Broadband common stock transactions by our insiders could depress the market price of those stocks.
−Removed: Sales of, or hedging transactions such as collars relating to, shares of our common stock by our Chairman of the Board of Directors, President and Chief Executive Officer, or any of our other directors or executive officers, could cause a perception in the marketplace that the stock price of the relevant shares has peaked or that adverse events or trends have occurred or may be occurring at our Company or the group to which the shares relates.
+Added: Sales of, or hedging transactions such as collars relating to, shares of our common stock by our Chairman of the board of directors, or any of our other directors or executive officers, could cause a perception in the marketplace that the stock price of the relevant shares has peaked or that adverse events or trends have occurred or may be occurring at our company or the group to which the shares relates.
This perception can result notwithstanding any personal financial motivation for these transactions.
1 unchanged sentence
Factors Relating to the Proposed Transactions
−Removed: If the Combination does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code or the IRS disagrees with the intended tax treatment of any proceeds we receive from the repurchase of Charter shares or certain loans we receive from Charter, the Combination may result in additional tax liability for us or our stockholders.
+Added: If the treatment of the Combination as a “reorganization” within the meaning of Section 368(a) of the Code is challenged by the IRS or the IRS disagrees with the intended tax treatment of any proceeds we receive from the repurchase of Charter shares or certain loans we receive from Charter, the Combination may result in additional tax liability for us or our stockholders.
The Combination is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and our obligation to complete the Combination is conditioned upon receiving an opinion of our tax counsel that the Combination will so qualify.
5 unchanged sentences
Any such tax liabilities imposed on us would effectively become liabilities of Charter after the completion of the Combination.
−Removed: We intend to divest the GCI business and combine with Charter.
−Removed: The proposed Transactions may not be completed on the currently contemplated timeline or at all and may not achieve the intended benefits.
−Removed: We have announced our intention to be acquired by Charter on June 30, 2027 and, prior to the effective time of the Combination, effect the GCI Divestiture, subject to the satisfaction of certain conditions, including obtaining certain requisite approvals of the holders of our Series A and Series B common stock and Liberty Broadband preferred stock, certain regulatory approvals and other customary closing conditions.
−Removed: In addition, Charter’s obligation to close the Combination is dependent on completion of the GCI Divestiture and certain requisite approvals of the holders of its Class A common stock, among other conditions.
−Removed: Unanticipated developments, including possible delays in obtaining requisite approvals could delay or prevent the proposed Combination and/or GCI Divestiture from occurring or cause the proposed Combination and/or GCI Divestiture to occur on terms or conditions that are less favorable and/or different than expected.
−Removed: Even if the Transactions are completed, we may not realize some or all of the anticipated benefits from the Transactions.
We expect to incur costs and expenses in connection with the Transactions.
4 unchanged sentences
The announcement and pendency of the Transactions could divert the attention of management and cause disruptions in our business and the business of Charter, which could have an adverse effect on our and Charter’s business and financial results.
−Removed: Management of both Charter and us may be required to divert a disproportionate amount of attention away from their respective day-to-day activities and operations, and devote time and effort to consummating the Combination, including the GCI Divestiture that is a closing condition thereof.
+Added: Management of both Charter and us may be required to divert a disproportionate amount of attention away from their respective day-to-day activities and operations, and devote time and effort to consummating the Combination.
The risks, and adverse effects, of such disruptions and diversions could be exacerbated by a delay in the completion of the Combination.
−Removed: In particular, this risk is heightened by the fact that the parties have agreed to a closing to occur on June 30, 2027 (subject to the satisfaction or waiver of the conditions to closing), unless terminated
−Removed: in accordance with the Merger Agreement or otherwise agreed, and subject to adjustment in connection with certain tax law changes that may be proposed following the date of the Merger Agreement, in each case as set forth in the Merger Agreement.
+Added: In particular, this risk is heightened by the fact that the parties have agreed to a closing to occur contemporaneously with the Cox Transactions (subject to the satisfaction or waiver of the conditions to closing), unless terminated in accordance with the Merger Agreement or otherwise agreed, and subject to adjustment in connection with certain tax law changes that may be proposed following the date of the Merger Agreement, in each case as set forth in the Merger Agreement.
These factors could adversely affect the financial position or results of operations of Charter and us, regardless of whether the Combination is completed.
2 unchanged sentences
For instance, subject to certain exceptions set forth in the Merger Agreement, the consent of the special committee of the board of directors of Charter (on behalf of Charter) is required in respect of, among other things, amendments to our organizational documents, the incurrence of certain debt for borrowed money, payments of certain dividends with respect to our capital stock, certain issuances of shares of our capital stock, and payments of certain liabilities.
−Removed: These restrictions may prevent us from taking certain actions during the period from the date of the Merger Agreement to the effective time of the Combination, which is expected to be June 30, 2027, including to pursue strategic transactions, undertake significant capital projects, undertake certain significant financing transactions and otherwise pursue other actions, even if such actions would prove beneficial.
−Removed: In addition, this risk is heightened by the fact that the parties have agreed to a closing to occur on June 30, 2027 (subject to the satisfaction or waiver of the conditions to closing), unless terminated in accordance with the Merger Agreement or otherwise agreed, and subject to adjustment in connection with certain tax law changes that may be proposed following the date of the Merger Agreement, in each case as set forth in the Merger Agreement.
+Added: These restrictions may prevent us from taking certain actions during the period from the date of the Merger Agreement to the effective time of the Combination, including to pursue strategic transactions, undertake significant capital projects, undertake certain significant financing transactions and otherwise pursue other actions, even if such actions would prove beneficial.
+Added: In addition, this risk is heightened by the fact that the parties have agreed to a closing to occur contemporaneously with the Cox Transactions (subject to the satisfaction or waiver of the conditions to closing), unless terminated in accordance with the Merger Agreement or otherwise agreed, and subject to adjustment in connection with certain tax law changes that may be proposed following the date of the Merger Agreement, in each case as set forth in the Merger Agreement.
The Transactions are subject to conditions, some or all of which may not be satisfied, or completed on a timely basis, if at all.
Failure to complete the Transactions could negatively impact our business and/or financial results and cause the stock price of our common stock to decline, perhaps significantly.
−Removed: The completion of the Transactions is subject to a number of conditions, including obtaining certain requisite approvals of the holders of our Series A and Series B common stock and our Series A cumulative redeemable preferred stock, certain regulatory approvals, the completion of the GCI Divestiture and other customary closing conditions.
+Added: The completion of the Transactions is subject to a number of conditions, including customary closing conditions.
We cannot make any assurances that the Transactions will be completed on the terms or timeline currently contemplated, or at all.
10 unchanged sentences
The Merger Agreement contains provisions that could discourage a potential competing acquiror of us or Charter, or could result in any competing proposal being at a lower price than it otherwise might be.
−Removed: Pursuant to the terms, and during the pendency, of the Merger Agreement, we and Charter have agreed to non-solicitation obligations with respect to third-party acquisition proposals (including provisions restricting our and Charter’s ability
−Removed: to provide confidential information to third parties) and have agreed to certain restrictions on us, Charter and our and their representatives’ ability to respond to any such proposals.
+Added: Pursuant to the terms, and during the pendency, of the Merger Agreement, we and Charter have agreed to non-solicitation obligations with respect to third-party acquisition proposals (including provisions restricting our and Charter’s ability to provide confidential information to third parties) and have agreed to certain restrictions on us, Charter and our and their representatives’ ability to respond to any such proposals.
The Merger Agreement contains provisions that limit our ability to pursue alternatives to the Combination, could discourage a potential acquiror from making a favorable alternative transaction proposal and, in specified circumstances, could require us to pay a substantial termination fee to Charter.
1 unchanged sentence
The Merger Agreement contains certain provisions that restrict our ability to, among other things, solicit, initiate, knowingly facilitate, knowingly induce, knowingly encourage, or enter into or continue or otherwise participate in any discussions relating to, or approve or recommend, any third-party alternative parent transaction proposal or third-party alternative company transaction proposal, respectively.
−Removed: Even if we withdraw or qualify our recommendation with respect to approval of the Combination proposal, unless the Merger Agreement is terminated in accordance with its terms, we will still be required to submit the Combination proposal to a vote at a special meeting of our stockholders.
−Removed: In addition, following the receipt of any alternative company transaction proposal that constitutes a “superior proposal,” Charter will have an opportunity to offer to modify the terms of the Merger Agreement before our Board of Directors may withdraw or qualify its recommendation with respect to the Combination proposal in favor of such superior proposal.
In addition, in some circumstances, upon termination of the Merger Agreement, we would be required to pay a termination fee of $460 million to Charter.
These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of our company or pursuing an alternative company transaction or alternative parent transaction from considering or proposing such a transaction, even if it were prepared to pay consideration with a higher per share value than the value proposed to be received in the Combination or would result in greater value to our stockholders relative to the terms and conditions of the Merger Agreement.
−Removed: In particular, the termination fee, if applicable, could result in a potential third-party acquiror or merger partner proposing to pay a lower price to our stockholders than it might otherwise have proposed to pay absent such a fee.
−Removed: Failure to complete the GCI Divestiture on the agreed terms could delay or prevent the completion of the Combination.
−Removed: The obligation of Charter to complete the Combination is subject to the completion of the GCI Divestiture.
−Removed: We have agreed that, prior to the effective time of the Combination, we will, and we will cause our subsidiaries, to divest the GCI business.
−Removed: The GCI Divestiture is subject to certain terms and conditions set forth in the Merger Agreement, including that it be consummated in accordance with the GCI separation principles and otherwise on terms mutually acceptable to Charter and us.
−Removed: If, no later than December 31, 2025, we in good faith determine that the GCI Divestiture is not reasonably capable of being achieved prior to June 30, 2027 on the agreed terms solely as a result of certain specified events, we and Charter will consider in good faith alternative courses of action, including but not limited to, formal or informal debt refinancing actions.
−Removed: There can be no assurance that the GCI Divestiture or any alternative courses of action will be completed on the anticipated time frame, or at all.
−Removed: Failure to complete the GCI Divestiture on the agreed terms could delay or prevent the completion of the Combination.
−Removed: The GCI Divestiture may result in substantial income tax liabilities for our company, which Charter will bear upon completion of the Combination, and for holders of shares of our common stock.
−Removed: The GCI Divestiture and certain internal reorganization steps taken prior to the GCI Divestiture are intended to be taxable transactions for U.S.
−Removed: federal (and applicable state and local) income tax purposes.
−Removed: The amount of gain recognized by us and for holders of shares of our common stock with respect to these transactions depends, in part, on the fair market value of GCI.
−Removed: As a result, the amount of income tax liabilities resulting from the GCI Divestiture is not certain, and such liabilities may be substantial.
−Removed: Any of our tax liabilities effectively become liabilities of Charter after the completion of the Combination, and Charter has agreed to bear any such liabilities.
−Removed: To the extent that the cash tax payable by us as a result of the GCI Divestiture exceeds $420 million, the divested GCI entity will be required to pay us (and Charter upon completion of the Combination) for the portion of any tax benefits actually realized by the divested GCI entity that correspond to any cash tax payable by us in excess of $420 million under a tax receivables
−Removed: agreement to be entered into by us, the divested GCI entity and, at the completion of the Combination, Charter.
−Removed: However, there is no guarantee that the divested GCI entity will realize any tax benefits arising from the gain recognized in the GCI Divestiture or that our company (or Charter upon completion of the Combination) would receive any payment from the divested GCI entity under the tax receivables agreement.
+Added: In particular, the termination fee, if applicable, could result in a potential
+Added: third-party acquiror or merger partner proposing to pay a lower price to our stockholders than it might otherwise have proposed to pay absent such a fee.
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.