What changed in this filing

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Item 1. Business

2023-02-17 compared with 2022-02-25 · 256 added, 230 removed, 550 unchanged (47% of the section changed)

General Development of Business

Liberty Broadband Corporation (“Liberty Broadband,” “the Company,” “us,” “we,” or “our”) is primarily comprised of GCI Holdings, LLC (“GCI Holdings”) (as of December 18, 2020), a wholly owned subsidiary, and an equity method investment in Charter Communications, Inc.

Liberty Broadband Corporation (“Liberty Broadband,” “the Company,” “us,” “we,” or “our”) is primarily comprised of GCI Holdings, LLC (“GCI Holdings” or “GCI”) (as of December 18, 2020), a wholly owned subsidiary, and an equity method investment in Charter Communications, Inc.

During May 2014, the board of directors of Liberty Media Corporation (for accounting purposes a related party of the Company) and its subsidiaries (“Liberty”) authorized management to pursue a plan to spin-off to its stockholders common stock of a wholly-owned subsidiary, Liberty Broadband, and to distribute subscription rights to acquire shares of Liberty Broadband’s common stock (the “Broadband Spin-Off”).

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The amended services agreement between Liberty and Mr.

Maffei provides for a five year employment term which began on January 1, 2020 and ends December 31, 2024, with an aggregate annual base salary of $3 million (with no contracted increase), an aggregate one-time cash commitment bonus of $5 million (paid in December 2019), an aggregate annual target cash performance bonus of $17 million, aggregate annual equity awards of approximately $18 million and aggregate equity awards granted in connection with his entry into his new agreement

of $90 million (the “upfront awards”).

A portion of the grants made to our CEO in the years ended December 31, 2020 and 2019 related to our Company’s allocable portion of these upfront awards.

into his new agreement of $90 million (the “upfront awards”).

A portion of the grants made to our CEO in the year ended December 31, 2020 related to our Company’s allocable portion of these upfront awards.

Under the facilities sharing agreement, Liberty Broadband shares office space with Liberty and related amenities at Liberty’s corporate headquarters.

Liberty Broadband will reimburse Liberty for direct, out-of-pocket expenses incurred by Liberty in providing these services and for costs that will be negotiated semi-annually.

In December 2019, Chinese officials reported a novel coronavirus (“COVID-19”) outbreak.

COVID-19 has since spread through China and internationally.

On March 11, 2020, the World Health Organization assessed COVID-19 as a global pandemic, causing many countries throughout the world to take aggressive actions, including imposing travel restrictions and stay-at-home orders, closing public attractions and restaurants, and mandating social distancing practices, which has caused a significant disruption to most sectors of the economy.

Liberty Broadband reimburses Liberty for direct, out-of-pocket expenses incurred by Liberty in providing these services and for costs that are negotiated semi-annually.

The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains, and created significant volatility and disruption of financial markets.

The Russian invasion of Ukraine in February 2022 has led to further economic disruptions.

Federal Reserve increased interest rates starting in March 2022 and additional increases are expected to continue.

Mounting inflationary cost pressures and recessionary fears have negatively impacted the U.S.

and global economy.

The direct and indirect impacts of the COVID-19 pandemic has caused a significant disruption to most sectors of the economy at varying levels during the periods covered by the accompanying consolidated financial statements.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this Annual Report on Form 10-K constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding business, product and marketing strategies;

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the performance, results of operations and cash flows of our equity affiliate, Charter;

the expansion of Charter’s network;

projected sources and uses of cash;

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the effects of regulatory developments;

the impact of COVID-19;

the Rural Healthcare Program;

the direct and indirect impacts of the COVID-19 pandemic, including related economic impacts;

the Rural Health Care Program;

indebtedness and the anticipated impact of certain contingent liabilities related to legal and tax proceedings and other matters arising in the ordinary course of business.

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The following include some but not all of the factors that could cause actual results or events to differ materially from those anticipated:

● our, GCI Holdings and Charter’s ability to obtain cash in sufficient amounts to service financial obligations and meet other commitments;

● our, GCI Holdings, GCI, LLC and Charter’s ability to obtain cash in sufficient amounts to service financial obligations and meet other commitments;

● our ability to use net operating loss carryforwards and disallowed business interest carryforwards;

● our, GCI Holdings, GCI, LLC and Charter’s ability to obtain additional financing, or refinance existing indebtedness, on acceptable terms;

● the impact of our, GCI Holdings, GCI, LLC and Charter’s significant indebtedness and our, GCI Holdings and Charter’s ability to comply with any covenants in our and their respective debt instruments;

● general business conditions, unemployment levels and the level of activity in the housing sector and economic uncertainty or downturn, including the impact of the COVID-19 pandemic to sales opportunities from residential move activity, GCI Holdings and Charter’s customers and vendors and local, state and federal governmental responses to the pandemic;

● the impact of our, GCI Holdings, GCI, LLC and Charter’s significant indebtedness and the ability to comply with any covenants in our and their respective debt instruments;

● general business conditions, unemployment levels, the level of activity in the housing sector, economic uncertainty or downturn and inflationary pressures on input costs and labor;

● competition faced by GCI Holdings and Charter;

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● the impact of governmental legislation and regulation including, without limitation, regulations of the Federal Communications Commission (the "FCC"), on GCI Holdings and Charter, their ability to comply with regulations, and adverse outcomes from regulatory proceedings;

● changes in the cost of programming expenses and the ability of GCI Holdings and Charter to pass on related costs to their customers;

● changes in the amount of data used on the networks of GCI Holdings and Charter;

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● the ability of GCI Holdings and Charter to license or enforce intellectual property rights;

● natural or man-made disasters, terrorist attacks, pandemics;

cyberattacks, network disruptions, service interruptions and system failures and the impact of related uninsured liabilities;

● natural or man-made disasters, terrorist attacks, armed conflict, pandemics, cyberattacks, network disruptions, service interruptions and system failures and the impact of related uninsured liabilities;

● the ability to hire and retain key personnel;

● the ability to procure necessary services and equipment from GCI Holdings’ and Charter’s vendors in a timely manner and at reasonable costs;

● the ability to procure necessary services and equipment from GCI Holdings’ and Charter’s vendors in a timely manner and at reasonable costs including in connection with Charter’s network evolution and rural construction initiatives;

● risks related to the Investment Company Act of 1940;

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Charter Communications, Inc.

GCI Holdings, LLC

GCI Holdings, a wholly owned subsidiary of the Company, provides a full range of wireless, data, video, voice, and managed services to residential customers, businesses, governmental entities, and educational and medical institutions primarily in Alaska under the GCI brand.

GCI Holdings, a wholly owned subsidiary of the Company, provides a full range of data, wireless, video, voice, and managed services to residential customers, businesses, governmental entities, and educational and medical institutions primarily in Alaska under the GCI brand.

Due to the unique nature of the markets it serves, including harsh winter weather and remote geographies, its customers rely extensively on its systems to meet their communication and entertainment needs.

Since its founding in 1979 as a competitive long distance provider, GCI Holdings has consistently expanded its product portfolio and facilities to become the leading integrated communication services provider in markets it serves.

Its facilities include

redundant and geographically diverse digital undersea fiber optic cable systems linking its Alaska terrestrial networks to the networks of other carriers in the lower 48 contiguous states and a statewide wireless network.

Its facilities include redundant and geographically diverse digital undersea fiber optic cable systems linking its Alaska terrestrial networks to the networks of other carriers in the lower 48 contiguous states and a statewide wireless network.

Throughout its history, GCI Holdings has successfully added and expects to continue to add new products to its product portfolio.

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Wireless services

Video, voice and other services

Other services

GCI Holdings sells new and enhanced services and products to its existing customer base to achieve increased revenue and penetration of its services.

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GCI Holdings serves urban and rural Alaska utilizing a combination of fiber, microwave, and satellite technologies.

GCI Holdings is currently expanding its fiber network to the Aleutian Chain and expects to launch urban-level service in the region.

GCI Holdings is currently expanding its fiber network to the Aleutian Chain and has launched urban-level service in the region.

GCI Holdings’ extensive use of microwave and satellite technologies also enables it to deliver connectivity to some of Alaska’s most-remote communities.

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This management platform allows GCI Holdings to offer network monitoring and management services to businesses and governmental entities.

GCI Holdings’ video businesses are located throughout Alaska and serve the majority of the population.

GCI Holdings’ video businesses are located throughout Alaska.

Its facilities include hybrid-fiber-coax plant and head-end distribution equipment.

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Spectrum Reach ® delivers tailored advertising and production for the modern media landscape.

Charter also distributes award-winning news coverage, sports and high-quality original programming to its customers through Spectrum Networks and Spectrum Originals.

Charter’s network, which it owns and operates, passes over 54 million households and small and medium businesses (“SMBs”) across the United States.

Charter’s core strategy is to use its network to deliver high quality products at competitive prices, combined with outstanding customer service.

This strategy, combined with simple, easy to understand pricing and packaging, is central to Charter’s goal of growing its customer base while selling more of its core connectivity services, which include both fixed and mobile Internet, video and voice services, to each customer.

Charter executes this strategy by managing its operations in a consumer-friendly, efficient and cost-effective manner.

The capability and functionality of Charter’s network continues to grow in a number of areas, especially with respect to wireless connectivity.

Charter’s Internet service offers consumers the ability to wirelessly connect to its network using WiFi technology.

Charter estimates that over 400 million devices are wirelessly connected to its network through WiFi.

In addition, Charter extends Internet connectivity to its customers beyond the home via its Spectrum Mobile™ product through Charter’s mobile virtual network operator (“MVNO”) partnership agreement with Verizon Communications Inc.

("Verizon").

intends to use Citizens Broadband Radio Service (“CBRS”) Priority Access Licenses (“PALs”) that Charter purchased in 2020, along with unlicensed CBRS spectrum, to build its own 5G mobile data-only network on its existing infrastructure in targeted geographies where there is high outdoor cellular traffic volume.

This effort, in combination with its expanding WiFi network and continued 5G enhancements within the MVNO partnership agreement, should position Charter’s mobile product for continued customer experience and cost structure improvements.

Charter also distributes award-winning news coverage and sports programming to its customers through Spectrum Networks.

Charter’s network, which it owns and operates, passes over an estimated 55 million households and businesses across the United States.

Its strategy is focused on the evolution of its network, expansion of its footprint, and the execution of high quality operations, including customer service.

It allows Charter to maintain a state-of-the-art network delivering the most compelling converged connectivity services in a capital and time-efficient manner, and in turn, offers advanced services to consumers at highly attractive prices, together with outstanding customer service.

Evolution – Expanding the Capability of Charter’s Network

Over the next three years, Charter plans to evolve its hybrid fiber coaxial network using a number of technologies, including spectrum expansion, initially to 1.2 GHz and then to 1.8 GHz, high splits to increase upstream speeds, Distributed Access Architecture ("DAA") and DOCSIS 4.0 technology.

Through this process, which Charter expects to essentially complete by year end 2025, it will transform its network to enable multi-gigabit data speeds to customers.

Those faster speeds will be offered in conjunction with the Spectrum mobile product and Advanced WiFi, providing customers seamless and convenient, ultra-fast converged connectivity in attractively priced packages, including Spectrum One, introduced in October 2022.

In addition, Charter expects its network evolution to enable it to offer fiber on demand across the majority of its footprint.

Charter also offers a comprehensive video product, and Xumo, a next generation streaming platform jointly owned with Comcast

Corporation (“Comcast”), will create an app-based video platform with the ability to provide streaming video packages, leverage Charter’s Spectrum TV ® application, aggregate consumer streaming applications, and provide an industry leading voice search.

Expansion – Building Charter’s Future by Extending Its Network

Rural builds present strategic expansion opportunities of Charter’s footprint to unserved and underserved passings.

Over the next several years, Charter expects to invest over $6 billion, a portion of which it expects to offset with government funding including over $1.7 billion of support awarded through December 31, 2022 in the Rural Development Opportunity Fund (“RDOF”) auction and other federal, state and municipal grants.

Charter expects to participate in additional federal, state and municipal grant programs over the coming years.

This investment will allow Charter to offer a suite of broadband connectivity services including fixed Internet, WiFi and mobile to more than one million estimated passings in unserved areas in states where it currently operates.

Charter has also renewed its focus on building to more passings inside and at the edge of its existing network.

To accomplish all of this, Charter has invested in new teams, new training and new equipment.

These investments will allow Charter to generate long-term infrastructure-style returns by taking further advantage of the efficiencies of the scale and quality of its network and construction capabilities while offering its high quality products and services to more homes and businesses.

Execution – Turning Charter’s Strategy Into Success

Charter has competitive services and promotes and packages those services in ways that allow customers to have better products and save money.

In addition, its focus on service quality complements its products and price.

Charter improves the customer experience by digitizing service where customers prefer, performing proactive maintenance, and investing in systems and in its operations teams.

As part of Charter’s investment in operations teams, Charter is making targeted adjustments to job structure, pay and benefits and career paths to improve the skills and tenure of its workforce.

Products and Services

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Charter’s services are offered to residential and commercial customers on a subscription basis, with prices and related charges based on the types of service selected, whether the services are sold as a “bundle” or on an individual basis, and based on the equipment necessary to receive Charter’s services.

Bundled services are available to substantially all of Charter’s passings, and approximately 53% of Charter’s residential customers subscribe to a bundle of services, including some combination of Charter’s Internet, video and/or voice products.

Bundled services including some combination of Charter’s Internet, video, voice and/or mobile products are available to substantially all of Charter’s passings.

The following table from Charter’s Form 10-K for the year ended December 31, 2022 summarizes Charter’s customer statistics for Internet, video, voice and mobile as of December 31, 2022 and 2021 (in thousands except per customer data and footnotes).

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Customer Relationships (b)

Small and Medium Business ("SMB")

Total Customer Relationships

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Total Voice Customers

Mobile Lines (e)

Total Mobile Lines

Enterprise Primary Service Units ("PSUs") (e)

Enterprise Primary Service Units ("PSUs") (f)

(a) Charter calculates the aging of customer accounts based on the monthly billing cycle for each account.

On that basis, as of December 31, 2022 and 2021, customers include approximately 144,100 and 128,300 customers, respectively, whose accounts were over 60 days past due, approximately 52,800 and 26,800 customers, respectively, whose accounts were over 90 days past due, and approximately 214,100 and 43,200 customers, respectively, whose accounts were over 120 days past due.

The increase in the past due accounts is predominately due to pre-existing balances for customers participating in the Emergency Broadband Benefit program through which a customer’s monthly payment is subsidized by the federal government.

Bad debt expense associated with these past due accounts has been reflected in Charter’s consolidated statements of operations.

The increase in past due accounts is predominately due to pre-existing and incremental unsubsidized services, including video services, for those customers participating in government assistance programs.

These customers are downgraded to a fully subsidized Internet-only service.

(b) Customer relationships include the number of customers that receive one or more levels of service, encompassing Internet, video and voice services, without regard to which service(s) such customers receive.

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(d) Monthly SMB revenue per SMB customer is calculated as total SMB annual revenue divided by twelve divided by average SMB customer relationships during the respective year and excludes mobile revenue and customers.

(e) Enterprise PSUs represent the aggregate number of fiber service offerings counting each separate service offering at each customer location as an individual PSU.

(e) Mobile lines include phones and tablets which require one of Charter’s standard rate plans (e.g., “Unlimited” or “By the Gig”).

Mobile lines exclude wearables and other devices that do not require standard phone rate plans.

(f) Enterprise PSUs represent the aggregate number of fiber service offerings counting each separate service offering at each customer location as an individual PSU.

Residential Services

Connectivity Services

Charter provides its customers with a suite of connectivity services including fixed Internet, WiFi and mobile internet which when bundled together provides Charter’s customers with a differentiated Internet connectivity experience while saving consumers and businesses money.

Charter’s standard entry level fixed Internet download speed is at least 200 megabits per second (“Mbps”) in 85% of its footprint and 100 Mbps across the remainder of its footprint, which among other things, allows several people within a single household to stream high definition (“HD”) video content while simultaneously using its Internet service for other purposes.

Additionally, leveraging DOCSIS 3.1 technology, Charter offers Spectrum Internet Gig speed service (Internet speeds up to 1 gigabit per second (“Gbps”)) across its footprint.

Charter also offers an in-home WiFi product that provides its Internet customers with high performance wireless routers and a managed WiFi service to maximize their fixed wireless Internet experience.

During 2021, Charter completed its roll out of the Advanced Home WiFi (“AHW”) service which is now available across nearly all of its residential footprint along with the deployment of WiFi 6 routers capable of delivering speeds over 1 Gbps.

With AHW, customers enjoy a cloud-optimized WiFi connection and have the ability to view and control their WiFi network through the Spectrum application (“My Spectrum App”).

Charter provides its customers with a suite of broadband connectivity services including fixed Internet, WiFi and mobile which when bundled together provides Charter’s customers with a differentiated converged connectivity experience while saving consumers and businesses money.

Charter offers Spectrum Internet products with speeds up to 1 Gbps across its entire footprint.

Spectrum Internet bundled with Charter’s in-home Advanced WiFi allows multiple people within a single household to stream high definition (“HD”) video content while simultaneously using its Internet service for other purposes including two-way video conferencing, among other things.

Charter’s in-home WiFi product provides its Internet customers with high performance wireless routers and a managed WiFi service to maximize their wireless Internet experience.

Charter offers Advanced WiFi service across nearly all of its residential footprint along with WiFi 6 routers capable of delivering speeds over 1 Gbps.

With Advanced WiFi, customers enjoy a cloud-optimized WiFi connection and have the ability to view and control their WiFi network through the Spectrum application (“My Spectrum App”).

The service enables parental control schedules to be set for children’s devices or limit access entirely to unknown devices attempting to access the network.

Customers also have the option to add Spectrum WiFi pods to AHW.

WiFi pods are small, discreet and powerful access points that plug into electrical outlets in the home, providing broader and more consistent WiFi coverage.

In 2022, Charter will begin rolling out Spectrum Security Shield across the residential footprint which protects all devices in the home using network-based security.

Customers also have the option to add Spectrum WiFi pods to Advanced WiFi.

WiFi pods are small, discreet access points that plug into electrical outlets in the home, providing broader and more consistent WiFi coverage.

In 2022, Charter began rolling out Spectrum Security Shield across the residential footprint which protects all devices in the home using network-based security.

This free security suite provides end point protection to computers in the home, enabling protection against computer viruses, spyware and threats from malicious actors across the Internet.

In 2021, Charter brought the capabilities of the AHW service to MDUs as Advanced Community WiFi (“ACW”).

Charter also offers the capabilities of the Advanced WiFi service to MDUs as Advanced Community WiFi (“ACW”).

With ACW, tenants will receive the same visibility and control over their apartment’s WiFi networks through the My Spectrum App, while building managers will be able to see and manage the entire building’s network through a purpose-built property service portal.

The Spectrum Mobile service is offered to customers subscribing to Charter’s fixed Internet service, and runs on Verizon’s mobile network, combined with Spectrum WiFi.

The Spectrum Mobile service is offered to customers subscribing to Charter’s Internet service, and runs on Verizon Communications Inc.’s (“Verizon”) mobile network, combined with Spectrum WiFi.

Charter offers nationwide 5G service at no incremental cost to its mobile customers enabling them to stream content several times faster and reducing latency when connecting to apps or webpages where 5G coverage exists.

In addition, Charter continues to focus on improving the customer experience and integrating its mobile and fixed Internet products, providing greater WiFi access, speeds and performance using more than 500,000 of its out of home WiFi access points across its footprint combined with over 20 million out of home WiFi access points of its industry partners providing near nationwide coverage.

In addition, Charter continues to focus on improving the customer experience and integrating its mobile and fixed Internet products, providing greater WiFi access, speeds and performance using more than 500,000 of its out of home WiFi access points across its footprint combined with approximately 25 million out-of-home WiFi access points from other networks with which Charter partners, providing near nationwide coverage.

In 2022, Charter launched an enhancement to its connectivity services with Spectrum Mobile Speed Boost at Home (“Speed Boost”).

Customers are eligible for Speed Boost if they have both Spectrum Mobile and Spectrum Internet, a DOCSIS 3.1 modem and an Advanced WiFi router.

When connected on their Spectrum Mobile device through their secure in-home WiFi private service set identifier (“SSID”), customers are now experiencing the fastest overall speeds up to 1 Gbps.

The Spectrum Mobile SSID accelerates offload data from Charter’s mobile virtual network operator ("MVNO") cellular network to its own WiFi network and Charter expects it to be available across its footprint in 2023.

Charter provides wireline voice communications services using voice over Internet protocol ("VoIP") technology to transmit digital voice signals over its network.

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For customers that subscribe to both Charter’s voice and video offerings, caller ID on TV is also available in most areas.

In early 2021, Charter launched Call Guard, a new advanced caller ID and robocall blocking solution, for its residential and SMB voice customers.

Call Guard reduces

customer frustration and improves security by blocking malicious calls while ensuring customers continue to receive the legitimate automated calls they need from schools or healthcare providers.

Charter also offers Call Guard, an advanced caller ID and robocall blocking solution, for its residential and SMB voice customers.

Call Guard reduces customer frustration and improves security by blocking malicious calls while ensuring customers continue to receive the legitimate automated calls they need from schools or healthcare providers.

Video Services

Charter provides its customers with a choice of video programming services on a variety of platforms including through a digital set-top box or an IP device.

Video customers have access to a variety of programming packages with over 375 channels of in home and approximately 350 channels out of home allowing its customers to access the programming they want, when they want it, on any device.

Charter’s video customers also have access to programmer authenticated applications such as Fox Now, Showtime and ESPN and direct to consumer applications such as Netflix, YouTube and HBO Max on certain set-top boxes.

Video customers have access to a variety of programming packages with approximately 375 channels available in home and out of home allowing its customers to access the programming they want, when they want it, on any device.

Charter’s video customers also have access to programmer authenticated applications such as Fox Now, Showtime and ESPN and direct to consumer applications such as Netflix and YouTube on certain set-top boxes.

In June 2022, Charter entered into a joint venture with Comcast to develop and offer a next-generation streaming platform, Xumo, with the ability to provide streaming video packages, leverage Charter’s Spectrum TV ® application, aggregate consumer streaming applications, and provide an industry leading voice search, with the benefit of new revenue streams.

Charter’s video service also includes access to an interactive programming guide with parental controls and in virtually all of its footprint, video on demand (“VOD”) or pay-per-view services.

VOD service allows customers to select from approximately 80,000 titles at any time including original content which is exclusive for a period of time through Spectrum Originals such as Joe Pickett and Temple.

VOD service allows customers to select from approximately 90,000 titles at any time.

VOD programming options may be accessed at no additional cost if the content is associated with a customer’s linear subscription, or for a fee on a transactional basis.

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Charter also offers digital video recorder (“DVR”) service that enables customers to digitally record programming and to pause and rewind live programming on set-top boxes and cloud DVR service, which allows customers to schedule, record and watch their favorite programming anytime from connected IP devices as well as SpectrumTV.com.

Customers are increasingly accessing their subscription video content through Charter’s highly rated Spectrum TV ® application via connected IP devices via its IP network.

Access to the Spectrum TV application is included in all Spectrum TV video plans and allows users to stream content across a growing number of platforms as well as accessing their full TV lineup, watching on demand content and the ability to program their DVR from anywhere.

Customers are increasingly accessing their subscription video content through Charter’s highly rated Spectrum TV application via mobile devices and connected IP devices, such as Roku, Xumo TV and Samsung TV.

Access to the Spectrum TV application is included in all Spectrum TV video plans and allows users to stream content across a growing number of platforms as well as access their full TV lineup, watch on demand content and gives them the ability to program their DVR from anywhere.

Customers are also able to purchase their video services within the Spectrum TV application.

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In addition, Charter offers its Spectrum Mobile service to SMB customers.

Spectrum Business includes a full range of video programming and entry-level Internet speeds of 200 Mbps downstream and 10 Mbps upstream in virtually all of its markets.

Additionally, customers can upgrade their Internet speeds by purchasing Internet Ultra (600 Mbps downstream) or Internet Gig.

Spectrum Business also includes a set of business services including static IP and business WiFi, e-mail and security, and multi-line telephone services with more than 35 business features including web-based service management, that are generally not available to residential customers.

Charter also offers Wireless Internet Backup to its SMB customers throughout its footprint.

Wireless Internet Backup is designed to enhance and protect Internet service for SMBs in the event of a network disruption.

Spectrum Enterprise offers tailored communications products and managed service solutions to larger businesses and government entities (local, state and federal), as well as high-capacity last-mile network connectivity services to mobile and wireline carriers on a wholesale basis.

Spectrum Business includes a full range of video programming and offers Internet speeds up to 1 Gbps across Charter’s entire footprint.

Spectrum Business also includes a set of business services including static IP and business WiFi, e-mail and security, and voice services through either a traditional voice offering or hosted voice solution.

In December 2022, Charter launched Spectrum Business Connect with RingCentral as its new SMB communications solution that includes Spectrum Internet, voice and complementary mobility features, and allows its customers’ remote and office employees to stay more easily connected regardless of their location.

Charter also offers Wireless Internet Backup to its SMB customers which is designed to enhance and protect Internet service for SMBs in the event of a network disruption.

Spectrum Enterprise offers tailored communications products and managed service solutions over a high-capacity last-mile network with speeds up to 100 Gbps to larger businesses and government entities (local, state and federal), in addition to wholesale services to mobile and wireline carriers.

The Spectrum Enterprise product portfolio includes connectivity services such as Internet Access (fiber, wireless and coax delivered);

Wide Area Network ("WAN") solutions (Ethernet, SD-WAN and cloud connectivity) that privately and securely connect geographically dispersed customer locations and cloud service providers;

Wide Area Network ("WAN") solutions (Ethernet, Software Defined-WAN and cloud connectivity) that privately and securely connect geographically dispersed customer locations and cloud service providers;

and Managed Services which address a wide range of enterprise networking (e.g.

routing, WiFi) and security (e.g.

firewall, DDoS protection) challenges.

routing, Local Area Network, WiFi) and security (e.g.

firewall, Distributed Denial of Service protection) challenges.

To meet the communications needs of these more sophisticated customers, Spectrum Enterprise also offers an array of voice trunking services and unified messaging, communications and collaboration solutions.

In addition, for industries such as hospitality, education and healthcare where specialized video solutions are demanded, Spectrum Enterprise offers a wide range

of solutions designed to meet those requirements.

In December 2022, Charter launched Unified Communications with RingCentral, which integrates Spectrum Enterprise’s managed services to complement its other solutions and gives customers more choices for enhancing their digital experience across locations and devices.

In addition, for industries such as hospitality, education and healthcare where specialized video solutions are demanded, Spectrum Enterprise offers a wide range of solutions designed to meet those requirements.

Spectrum Enterprise serves businesses nationally by combining its large serviceable footprint with a robust portfolio of fiber lit buildings and a significant wholesale partner network.

As a result, these customers benefit by obtaining advanced solutions from a single provider who is committed to an exceptional customer experience and who delivers compelling value by simplifying procurement and offering competitive pricing potentially reducing their costs.

Advertising Services

Charter’s advertising sales division, Spectrum Reach, offers local, regional and national businesses the opportunity to advertise in individual and multiple service areas on cable television networks, various streaming services and numerous advanced advertising platforms.

Charter receives revenue from the sale of local advertising across various platforms for networks such as TBS, CNN and ESPN and on its Sprectrum TV application.

Charter receives revenue from the sale of local advertising across various platforms for networks such as TBS, CNN and ESPN.

Charter inserts local advertising on up to 100 channels in over 90 markets.

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Available advertising time is generally sold by Charter’s advertising sales force.

In some service areas, Charter has formed advertising interconnects or entered into representation agreements with other video distributors, including, among others, Verizon, AT&T Inc.

(“AT&T”), and Comcast Corporation, under which Charter sells advertising on behalf of those operators.

In some service areas, Charter has formed advertising interconnects or entered into representation agreements with other video distributors, including, among others, Verizon, DirecTV and Comcast, under which Charter sells advertising on behalf of those operators.

In other service areas, Charter enters into representation agreements under which another operator in the area will sell advertising on its behalf.

These arrangements enable Charter and its partners to deliver linear commercials across wider geographic areas, replicating the reach of local broadcast television stations to the extent possible.

These arrangements enable Charter and its partners to represent and deliver commercials on their inventory across wider geographic areas, replicating the reach of local broadcast television stations to the extent possible.

In addition, Charter enters into interconnect agreements from time to time with other cable operators, which, on behalf of a number of video operators, sells advertising time to national and regional advertisers in individual or multiple service areas.

Additionally, Charter sells the advertising inventory of its owned and operated local sports and news channels, of its regional sports networks that carry Los Angeles Lakers’ basketball games and other sports programming and of SportsNet LA, a regional sports network that carries Los Angeles Dodgers’ baseball games and other sports programming.

In 2021, Charter continued to expand its deployment of household addressability (“HHA”), which allows for more precise targeting within various parts of its footprint.

Additionally, in conjunction with other MVPDs, Spectrum Reach enables affiliated cable networks to deploy HHA on their own inventory in Charter’s footprint, charging them an enablement fee.

Charter also continues to further enhance its Ad Portal, which allows small businesses to purchase local cable advertising and/or creative services via its web portal with no sales personnel interaction at a price within their budgets.

In 2022, Charter expanded its deployment of household addressability (“HHA”), which allows for more precise targeting across its footprint.

Additionally, in conjunction with other multichannel video programming distributors, Spectrum Reach enables multi-channel cable networks (e.g.

AMC, Discovery) to deploy HHA on their own inventory in Charter’s footprint, charging them an enablement fee.

Charter also continues to further enhance its Ad Portal, which allows small businesses to purchase local cable advertising and/or creative services via its web portal with limited sales personnel interaction at a price within their budgets.

Charter’s fully deployed Audience App, which uses its proprietary set-top box viewership data (all anonymized and aggregated), allows Charter to create data-driven linear TV campaigns for local advertisers.

In 2022, Spectrum Reach launched its first programmatic sales platform allowing advertising agencies and advertisers to buy inventory in a fully automated way.

Streaming TV, which is largely comprised of Spectrum TV application impressions, as well as those from numerous over-the-top streaming content providers, is part of its suite of advanced advertising products available to the marketplace.

Finally, Spectrum Reach is now employing multi-screen deterministic attribution services for television and streaming services that lets advertisers know the effectiveness of their advertising on Spectrum Reach’s platform.

Spectrum Reach is also now employing multi-screen deterministic attribution services for television and streaming services that lets advertisers know the effectiveness of their advertising on Spectrum Reach’s platform.

Other Services

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Charter also owns 26.8% of Sterling Entertainment Enterprises, LLC (doing business as SportsNet New York), a New York City-based regional sports network that carries New York Mets’ baseball games as well as other regional sports programming.

News Networks

Charter manages 34 local news channels, including Spectrum News NY1 ® and LA1, 24-hour news channels focused on New York City and Los Angeles, respectively.

News Channels

Charter owns and manages 37 local news channels, including Spectrum News NY1 ® and Spectrum News SoCal, 24-hour news channels focused on New York City and Los Angeles, respectively.

Charter’s local news channels connect the diverse communities and neighborhoods Charter serves providing 24/7 hyperlocal content, focusing on news, programming and storytelling that addresses the deeper needs and interests of its customers.

Charter also provides the Spectrum News application where customers can read, watch and listen to news stories by its Spectrum News journalists and local partner publications on their mobile device.

Customers can also read, watch and listen to news stories by its Spectrum News journalists and local partner publications on their mobile device on its Spectrum News application and certain smart TVs and streaming devices.

Pricing of Charter’s Products and Services

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Charter typically charges a one-time installation fee which is sometimes waived or discounted in certain sales channels during certain promotional periods.

Charter’s Spectrum pricing and packaging (“SPP”) generally offers a standardized price for each tier of service, bundle of services, and add-on service in a service area.

Charter also has specialized offerings to enhance affordability of its Internet product for qualified low-income households which include its Spectrum Internet Assist product which offers a 30 Mbps service and a free modem for a low cost.

In addition, some of Charter’s customers are eligible for a subsidy through the FCC Affordable Connectivity Program which provides eligible low-income households with up to $30 per month towards Internet service.

Charter’s mobile customers can choose one of two simple ways to pay for data.

Charter’s Spectrum pricing and packaging (“SPP”) generally offers a standardized price across its services and add-on services allowing customers to design a bundle offering that fits their needs.

Charter also has specialized offerings to enhance affordability of its Internet product for qualified low-income households, including Spectrum Internet Assist, a 30 megabits per second (“Mbps”) service, and Internet 100, a 100 Mbps service.

Both are low cost and include a modem for no additional charge.

In addition, many of Charter’s customers are eligible for a subsidy through the FCC Affordable Connectivity Program (“ACP”) which provides eligible low-income households with up to $30 per month towards Internet service.

In October 2022, Charter introduced Spectrum One, which brings together in a high-value package, Spectrum Internet, Advanced WiFi and Unlimited Spectrum Mobile, offering consumers fast, reliable and secure online connections on their favorite devices at home and on-the-go.

Alternatively, Charter’s mobile customers can choose one of two simple ways to pay for data.

Customers can choose from unlimited or by-the-gig data usage plans and can easily switch between mobile data plans during the month.

All plans include 5G service, free nationwide talk and text, and simple pricing that includes all taxes and fees.

In October 2021, Charter implemented new multi-line unlimited data plans at lower prices for customers with two or more lines, at least one of which is an unlimited line.

Customers can also purchase mobile devices and accessory products and have the option to pay for devices under interest-free monthly installment plans.

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a national backbone, regional/metro networks and a “last-mile” network.

Both its national backbone and regional/metro network components utilize a redundant IP ring/mesh architecture.

Both its national backbone and regional/metro network components utilize a redundant IP ring/mesh fiber architecture.

The national backbone component provides connectivity from regional demarcation points to nationally centralized content, connectivity and services.

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In most systems, Charter delivers its signals via fiber optic cable from the headend to a group of nodes, and uses coaxial cable to deliver the signal from individual nodes to the homes served by that node.

For Charter’s Spectrum Enterprise customers, fiber optic cable is extended to the customer’s site.

For certain new build and MDU sites, Charter increasingly brings fiber to the customer site.

Charter’s design standard allows spare fiber strands to each node to be utilized for additional residential traffic capacity, and enterprise customer needs as they arise.

Charter believes that this hybrid network design provides high capacity and signal quality.

For Charter’s Spectrum Enterprise customers, fiber optic cable is extended to the customer’s site.

For certain new buildouts, including for its rural construction initiative, and MDU sites, Charter utilizes a fiber deployment.

Charter believes that this hybrid network design provides high capacity and signal quality with a cost efficient path to increased speeds.

HFC architecture benefits include:

● bandwidth capacity to enable traditional and two-way video and broadband services;

● dedicated bandwidth for two-way services;

● signal quality and high service reliability;

● a powered network enabling WiFi and Charter’s future 5G small cell access points;

● dedicated bandwidth for delivering two-way services, signal quality and higher service reliability, which provides an advantage over fixed wireless offerings;

● the ability to upgrade capacity at a lower incremental capital cost relative to its competitors;

Charter’s systems provide a two-way all-digital platform, leveraging DOCSIS 3.1 technology and bandwidth of 750 megahertz or greater, to approximately 100% of its estimated passings.

This bandwidth-rich network enables Charter to offer a large selection of HD channels and Spectrum Internet Gig and encrypted signals facilitate self-installs resulting in lower installation costs and truck rolls.

Charter believes as demand for data continues to grow, with its deployed DOCSIS 3.1 technology, Charter has the ability to increase speeds and reliability by allocating more of its plant bandwidth to both upstream and downstream IP services in a variety of ways, including moving its video services to MPEG-4 compression, moving more HD video content to switched digital video and more efficiently packaging its traditional linear video services.

Charter is also evaluating additional network enhancements to increase the capacity of its network for next generation products and services that give Charter the ability to offer multi-gigabit downstream speeds and up to one Gbps upstream speeds all in advance of migrating towards the next standard, DOCSIS 4.0, which Charter is currently developing with key vendors and industry participants.

In 2022, Charter will continue to deploy high splits in its service areas which are a capital efficient means of enhancing Charter’s network, as they use current DOCSIS 3.1 customer premise equipment and reduce the need for node splits, which were required as average consumer bandwidth utilization increased.

Charter owns 210 CBRS PALs and intends to use these licenses along with unlicensed CBRS spectrum to build its own 5G data-only mobile network on targeted 5G small cell sites leveraging its HFC network to provide power and data connectivity to the majority of the sites.

These 5G small cells, combined with improving WiFi capabilities, increase speed and reliability along with improving Charter’s cost structure.

Charter is focused on scaling its systems to actively manage traffic on Spectrum Mobile devices using its MVNO, network through WiFi and future 5G mobile network.

In addition, Charter plans on deploying some targeted 5G small cell sites which will help it learn how to pace its broader multi-year 5G mobile network build-out based on disciplined cost reduction targets.

In 2021, Charter continued its rural broadband construction initiative in which it intends to expand its network and offer reliable broadband services of up to one Gbps to more than one million estimated passings in unserved areas in states where it currently operates.

Charter expects to invest over $5 billion over the next several years, a portion of which it expects to offset with government funding including $1.2 billion of support won in the Rural Digital Opportunity Fund (“RDOF”) auction and other federal, state and municipal grants that are available or that it expects to become available.

In addition to construction in areas subsidized by various government grants, which could be material, Charter expects to continue rural construction in areas near its current plant and in areas surrounding subsidized construction where synergies can be achieved.

● a powered network enabling Advanced WiFi out-of-home and Charter’s future 5G small cell access points.

Charter’s systems currently provide a two-way all-digital platform, leveraging DOCSIS 3.1 technology and bandwidth of 750 megahertz or greater, to virtually all of its estimated passings.

This bandwidth-rich network enables Charter to offer a large selection of HD channels and Spectrum Internet Gig across all of its footprint which enables Charter to provide fast, reliable and secure online connections and meet nearly all current residential customer demands today.

Over the next three years, Charter intends to deploy network enhancements to upgrade its footprint initially expanding its spectrum to 1.2 Ghz through a module upgrade in the hub, node and amplifier and using high splits to deliver multi-gig speed capabilities while using the current DOCSIS 3.1 customer premise equipment.

Later, Charter will continue to expand its spectrum to 1.2 Ghz but will use DAA to deliver even faster speeds when using the next generation of DOCSIS modem, DOCSIS 4.0.

Next, Charter will begin to deploy DOCSIS 4.0 technology, to further increase its spectrum to 1.8 Ghz enabling even higher speed capabilities.

This network evolution will also allow Charter to extend fiber services to the home in a success based “Fiber on Demand” manner and is the technology currently deployed in its rural fiber buildouts.

Charter plans to complement its wireline investments with planned WiFi upgrades for in-home routers.

With nearly 500 million devices connected wirelessly to Charter’s network in its customer's homes and businesses, Charter will unlock its network investments for multi-gigabit speeds through the deployment of WiFi 6E in 2023.

Charter owns 210 Citizen Broadband Radio Service ("CBRS") Priority Access Licenses ("PALs") and intends to use these licenses along with unlicensed CBRS spectrum to build its own 5G data-only mobile network on targeted 5G small cell sites leveraging its HFC network to provide power and data connectivity to the majority of the sites.

These 5G small cells, combined with growing WiFi capabilities, increase speed and reliability along with improving Charter’s cost structure through offload onto its owned networks.

In 2022, Charter began a trial of the 5G network, which will inform its deployment plan for 5G small cell sites, as part of a broader multi-year 5G mobile network buildout, based on disciplined cost reduction targets.

Rural Construction Initiative

In 2022, Charter continued its rural broadband construction initiative in which it intends to expand its network to offer a suite of broadband connectivity services including fixed Internet, WiFi and mobile to more than one million estimated passings in unserved areas in states where it currently operates.

Charter expects to invest over $6 billion over the next several years, a portion of which it expects to offset with government funding including over $1.7 billion of support awarded through December 31, 2022 in the RDOF auction and other federal, state and municipal grants, and Charter expects to participate in additional federal, state and municipal grant programs over the coming years.

In addition to construction in areas subsidized by various government grants, Charter expects to continue rural construction in areas near its current plant and in areas surrounding subsidized construction where synergies can be achieved.

These investments will allow Charter to generate long-term infrastructure-style returns by further taking advantage of the efficiencies of the scale and quality of its network and construction capabilities while offering its high quality products and services to more homes and businesses.

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Newly-served rural areas will also benefit from Charter’s high-value SPP structure including its voice and mobile offerings, as well as its comprehensive selection of video products.

The successful and timely execution of such fiber-based construction is dependent on a variety of external factors, including the make-ready and utility pole permitting processes.

The successful and timely execution of such fiber-based construction is dependent on a variety of external factors, including the make-ready and

utility pole permitting processes.

With fewer homes and businesses in these areas, broadband providers need to access multiple poles per home, as opposed to multiple homes per pole in higher-density settings.

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Charter’s in-house call centers handle nearly all of Charter’s total customer service calls.

Charter manages

its customer service call centers centrally to ensure a consistent, high quality customer experience.

Charter manages its customer service call centers centrally to ensure a consistent, high quality customer experience.

In addition, Charter routes calls by call type to specific agents that only handle such call types, enabling agents to become experts in addressing specific customer needs, creating a better customer experience.

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Virtualization allows calls to be routed across Charter’s call centers regardless of the location origin of the call, reducing call wait times, and saving costs.

Charter continues to migrate its call centers to full virtualization and expects all of its call centers to be fully virtualized by late 2022.

Charter also provides customers with the opportunity to interact with it in the manner they choose through self-service options on its customer website and mobile device applications, or via telephonic communication, online chat, and social media.

Charter also provides customers with the opportunity to interact with it in the manner they choose through self-service options on its customer website and mobile device application, or via telephonic communication, online chat and social media.

Charter’s customer websites and mobile applications enable customers to pay their bills, manage their accounts, order and activate new services and utilize self-service help and support.

In addition, Charter’s self-install program has enabled product installations to continue despite COVID-19 social distancing challenges and has been beneficial for customers who need flexibility in the timing of their installation.

In addition, Charter’s self-install program has been beneficial for customers who need flexibility in the timing of their installation.

Charter sells its residential and commercial services using national brand platforms known as Spectrum, Spectrum Business, Spectrum Enterprise and Spectrum Reach.

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Charter’s marketing organization manages all residential and SMB sales channels including inbound, direct sales, on-line, outbound telemarketing and stores.

Charter believes that offering a wide variety of video programming choices influences a customer’s decision to subscribe and retain its cable video services.

Charter believes that offering a wide variety of video programming choices influences a customer’s decision to subscribe to and retain its cable video services.

Charter obtains basic and premium programming, usually pursuant to written contracts from a number of suppliers.

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Programming is usually made available to Charter for a license fee, which is generally paid based on the number of customers to whom it makes that programming available.

Programming license fees may include “volume” discounts and financial incentives to support the launch of a channel and/or ongoing marketing support, as well as discounts for channel placement or service penetration.

For home shopping channels, Charter typically receives a percentage of the revenue attributable to its customers’ purchases.

Programming license fees may include “volume” discounts and other financial incentives and/or ongoing marketing support, as well as discounts for channel placement or service penetration.

home shopping channels, Charter typically receives a percentage of the revenue attributable to its customers’ purchases.

Charter also offers VOD and pay-per-view channels of movies and events that are subject to a revenue split with the content provider.

Although an insignificant amount of Charter’s programming budget, recently Charter has begun entering into agreements to co-produce or exclusively license original content which gives it the right to provide its customers with certain exclusive content for a period of time.

Charter’s programming costs have historically increased in excess of customary inflationary and cost-of-living type increases.

Charter expects programming costs per customer to increase due to a variety of factors including, annual increases pursuant to Charter’s programming contracts, contract renewals with programmers and the carriage of incremental programming, including new services and VOD programming.

Increases in the cost of sports programming and the amounts paid for broadcast station retransmission consent have been the largest contributors to the growth in Charter’s programming costs over the last few years.

Additionally, the demands of large media companies who link carriage of their most popular networks to carriage and cost increases of their less popular networks and who require Charter to carry their most popular networks to a large percentage of its video subscribers, have limited Charter’s flexibility in creating more tailored and cost-sensitive programming packages for consumers.

Federal law allows commercial television broadcast stations to make an election between “must-carry” rights and an alternative “retransmission-consent” regime.

When a station opts for retransmission-consent, Charter is not allowed to carry the

station’s signal without that station’s permission.

Continuing demands by owners of broadcast stations for cash payments at substantial increases over amounts paid in prior years in exchange for retransmission consent will increase Charter’s programming costs or require Charter to cease carriage of popular programming, potentially leading to a loss of customers in affected service areas.

Over the past several years, increases in Charter’s video service rates have not fully offset the increases in its programming costs, and with the impact of increasing competition and other marketplace factors, Charter does not expect the increases in its video service rates to fully offset the increase in its programming costs per customer for the foreseeable future.

Although Charter passes along a portion of amounts paid for retransmission consent to the majority of its customers, Charter’s inability to fully pass programming cost increases on to its 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 its video product.

In order to mitigate reductions of Charter’s operating margins due to rapidly increasing programming costs, Charter continues to review its pricing and programming packaging strategies.

Charter’s programming contracts are generally for a fixed period of time, usually for multiple years, and are subject to negotiated renewal.

The contracts set to expire in any particular year vary.

Charter will seek to renew these agreements on terms that it believes are favorable.

There can be no assurance, however, that these agreements will be renewed on favorable or comparable terms.

To the extent that Charter is unable to reach agreements with certain programmers on terms that Charter believes are reasonable, Charter has been, and may in the future be, forced to remove such programming channels from its line-up, which may result in a loss of customers.

Charter operates in geographically diverse areas which are managed centrally on a consolidated level.

The map below highlights its footprint as of December 31, 2021.

The map below highlights its footprint along with Charter’s planned rural expansion over the next several years based on grants awarded as of December 31, 2022.

Ownership Interests

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The per share sale price for each share of Charter will be equal to the volume weighted average price paid by Charter in its repurchases, redemptions and buybacks of its common stock (subject to certain exceptions) during the month prior to the Charter Repurchase (or, if applicable, during the relevant period prior to the relevant meeting of Charter stockholders).

Under the terms of the letter agreement, Liberty Broadband sold 6,077,664 shares of Charter Class A common stock to Charter for $4.2 billion during the year ended December 31, 2021 to maintain our fully diluted ownership percentage at 26%.

Under the terms of the letter agreement, Liberty Broadband sold 6,168,174 and 6,077,664 shares of Charter Class A common stock to Charter for $3.0 billion and $4.2 billion during the years ended December 31, 2022 and 2021, respectively, to maintain our fully diluted ownership percentage at 26%.

Subsequent to December 31, 2022, Liberty Broadband sold 120,149 shares of Charter Class A common stock to Charter for $42 million.

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There is no assurance that the already extensive regulation of cable systems and communications networks will not be expanded in the future.

In addition, Charter is subject to Charter-specific conditions regarding certain business practices as a result of the FCC’s approval of Charter’s merger in 2016 with Time Warner Cable Inc.

In addition, through May 2023, Charter is subject to Charter-specific conditions regarding certain business practices as a result of the FCC’s approval of Charter’s merger in 2016 with Time Warner Cable Inc.

(“TWC”) and acquisition of Bright House Networks, LLC (“Bright House”).

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Federal “must carry” regulations require cable systems to carry local broadcast television stations upon the request of the local broadcaster.

Alternatively, federal law includes “retransmission consent” regulations, by which commercial television stations can prohibit cable carriage unless the cable operator first negotiates for “retransmission consent,” which may be conditioned on significant payments or other concessions.

Alternatively, federal law includes “retransmission consent” regulations, by which popular commercial television stations can prohibit cable carriage unless the cable operator first negotiates for “retransmission consent,” which may be conditioned on significant payments or other concessions.

Popular stations routinely invoke “retransmission consent” and demand substantial compensation increases in their negotiations with cable operators, thereby significantly increasing operating costs.

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Pole Attachments

The Communications Act requires most utilities owning utility poles to provide cable systems with access to poles and conduits and also subjects the rates charged for this access to either federal or state regulation.

The federally regulated rates now applicable to pole attachments used for cable or telecommunications service, including when offered together with Internet services, are substantially similar.

The FCC’s approach does not directly affect the rate in states that self-regulate, but many of those states have substantially the same rate for all communications attachments.

The Communications Act requires many investor-owned utilities owning utility poles to provide cable systems with access to poles and conduits and also subjects the rates charged for this access to either federal or state regulation.

The federally regulated rates now applicable to pole attachments used for cable or telecommunications services, including when offered together with Internet service, are substantially similar.

The FCC’s approach does not directly affect the rate in states that self-

regulate, but many of those states have substantially the same rate for all communications attachments.

There can be challenges getting access to poles in rural areas when the FCC pole attachment rules do not apply.

For the state of Alaska, in which GCI Holdings’ subsidiaries operate, the RCA does not use the federal formula and instead has adopted its own formula that has been in place since 1987.

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(3) customer service standards;

(4) technical service standards;

(4) technical standards;

(5) mandatory blackouts of certain network and syndicated programming;

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(8) ownership restrictions;

(9) maintenance of public files;

(9) posting of certain information on an FCC “public file” website, including but not limited to political advertising records, equal employment opportunity practices, compliance with children’s programming requirements, policies for commercial leased access, system information, and channel carriage information including disclosure of ownership interests in channels carried;

(10) emergency alert systems;

(11) inside wiring and exclusive contracts for MDU complexes;

(12) disability access, including requirements governing video-description and closed-captioning;

(11) inside wiring and contracts for MDU complexes;

(12) accessibility of content, including requirements governing video-description and closed-captioning;

(13) competitive availability of cable equipment;

(14) the provision of up to 15% of video channel capacity for commercial leased access by unaffiliated third parties;

(15) public, education and government entity access requirements;

and (16) cable rate regulation.

and (15) public, education and government entity access requirements.

Each of these regulations restricts Charter and GCI Holdings’ business practices to varying degrees and may impose additional costs on Charter and GCI Holdings’ operations.

The FCC regulates spectrum usage in ways that could impact Charter and GCI Holdings’ operations including for microwave backhaul, broadcast, unlicensed WiFi and CBRS.

These businesses’ ability to access and use such spectrum that may become available in the future is uncertain and may be limited by further FCC auction or allocation decisions.

These businesses’ ability to access and use spectrum that may become available in the future is uncertain and may be limited by further FCC auction or allocation decisions.

New spectrum obtained by other parties could also lead to additional wireless competition to these businesses’ existing and future services.

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Charter and GCI Holdings’ cable systems generally are operated pursuant to nonexclusive franchises, permits, and similar authorizations granted by a municipality or other state or local government entity in order to utilize and cross public rights-of-way.

Cable franchises generally are granted for fixed terms and in many cases include monetary penalties for noncompliance and may be terminable if the franchisee fails to comply with material provisions.

The specific terms and conditions of cable franchises vary significantly between jurisdictions.

They generally contain provisions governing cable operations, franchise fees, system construction, maintenance, technical performance, customer service standards, supporting and carrying public access channels, and changes in the ownership of the franchisee.

Cable franchises generally are granted for fixed terms and in many cases include monetary penalties for noncompliance and may be terminable if the franchisee fails to comply.

The specific terms and conditions of cable franchises

vary significantly between jurisdictions.

They generally contain provisions governing cable operations, franchise fees, system construction, maintenance, technical performance, customer service standards, supporting and carrying public, education and government access channels, and changes in the ownership of the franchisee.

Although local franchising authorities have considerable discretion in establishing franchise terms, certain federal protections benefit cable operators.

For example, federal law imposes a 5% cap on franchise fees.

In 2019, the FCC clarified that the value of in-kind contribution requirements set forth in cable franchises is subject to the statutory cap on franchise fees, and it reaffirmed that state and local authorities are barred from imposing franchise fees on non-cable services, such as Internet services, provided by cable operators over cable systems.

Those rules were upheld by a federal court in 2021, but the court limited the amount of the in-kind services that could be considered to be a franchise fee to the operator’s marginal costs of providing such services rather than the market value of such services.

Some franchise authorities have petitioned the Supreme Court to review this decision.

A number of states have adopted franchising laws that provide for statewide franchising.

Generally, state-wide cable franchises are issued for a fixed term, streamline many of the traditional local cable franchise requirements and eliminate local negotiation.

The RCA is the franchising authority for all of Alaska, and issues certificates of public convenience and necessity (“CPCNs”) for communities.

For example, federal law imposes a cap on franchise fees of 5% of gross revenue from the provision of cable services over the cable system.

In 2019, the FCC clarified that the value of in-kind contribution requirements set forth in cable franchises is subject to the statutory cap on franchise fees, and it reaffirmed that state and local authorities are barred from imposing franchise fees on revenue derived from non-cable services, such as Internet services, provided by cable operators over cable systems.

Those rules were generally upheld by a federal court in 2021.

A number of states have adopted franchising laws that provide for state-issued franchising.

Generally, state-issued cable franchises are for a fixed term (or in perpetuity), streamline many of the traditional local cable franchise requirements and eliminate local negotiation and enforcement of terms.

The RCA is the franchising authority for all of Alaska, and issues CPCNs for communities.

GCI Holdings believes that it has generally met the terms of its CPCNs, which do not require periodic renewal, and has provided quality levels of service.

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Many aspects of the coordination and regulation of Internet activities and the underlying networks over which those activities are conducted are evolving.

Internet-specific and non-Internet-specific changes in the regulatory environment, including

changes that affect communications costs or increase competition from Incumbent Local Exchange Carriers (“ILECs”) or other communications services providers, could adversely affect the costs and the prices for Internet-based services.

Internet-specific and non-Internet-specific changes in the regulatory environment, including changes that affect communications costs or increase competition from Incumbent Local Exchange Carriers (“ILECs”) or other communications services providers, could adversely affect the costs and the prices for Internet-based services.

The FCC originally classified broadband Internet access services, such as those Charter and GCI Holdings offer, as an “information service,” which exempted the service from traditional communications common carrier laws and regulations.

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The application of new legal requirements to both Charter and GCI Holdings’ Internet services could adversely affect their respective businesses.

The 2018 FCC order reclassifying Internet access services also ruled that state regulators may not impose obligations similar to federal network neutrality obligations that the FCC eliminated but this blanket prohibition was vacated by the D.C.

Circuit Court of Appeals in 2019.

The FCC recently adopted new rules to expand the surviving transparency requirement by requiring Charter and GCI Holdings to post standardized labels similar to the format of food nutrition labels for each of their currently available consumer Internet offerings.

The rules require disclosure of information regarding broadband prices, introductory rates, data allowances, and broadband speeds.

These new rules are scheduled to take effect six months after approval by the federal Office of Management and Budget.

The 2018 FCC order reclassifying Internet access services also ruled that state regulators may not impose obligations similar to federal network neutrality obligations that the FCC eliminated, but this blanket prohibition was vacated by the U.S.

Court of Appeals in 2019.

The court left open the possibility that individual state laws could be deemed preempted on a case by case basis if it is shown that they conflict with federal law.

California and Vermont have adopted rules similar to the network neutrality requirements that the FCC eliminated.

On January 28, 2022, the Ninth Circuit Court of Appeals affirmed the district court’s denial of a preliminary injunction against enforcement of the California rules.

California has also adopted other regulations on Internet services, including network resiliency rules to assure backup power is available after natural disasters and other outages.

Several states have adopted rules similar to the network neutrality requirements that were eliminated by the FCC, and the California rules were upheld in federal court.

California has also adopted other regulations on Internet services, including network resiliency rules to assure backup power is available after natural disasters and other outages, and it has an open proceeding to consider the imposition of service quality metrics on Internet service providers.

New York adopted legislation that would have required Internet service providers to offer a discounted Internet service to qualifying low-income consumers, but a federal district judge enjoined enforcement as likely to be deemed rate regulation of Internet service that would be preempted by federal law.

That decision is currently being appealed.

Charter and GCI Holdings cannot predict what other legislation and regulations may be adopted by states or how challenges to such requirements will be resolved.

In recent years, federal and state governments have offered billions of dollars in subsidies to companies deploying broadband to areas deemed to be “unserved” or “underserved,” using funds from the FCC’s RDOF auction in 2020, The American Rescue Plan Act of 2021 (“ARPA”), and The Infrastructure Investment and Jobs Act of 2021 (the “Infrastructure Act”).

Government efforts to subsidize areas that Charter and GCI Holdings already serve and to promote 5G wireless broadband services create regulatory imbalances that could adversely affect these businesses.

Charter and GCI Holdings have opposed such subsidies when directed to areas that are already served and have sought and expect to continue to seek subsidies for their own broadband construction in unserved and underserved areas including RDOF, ARPA, Capital Projects Fund, National Telecommunications and Information Administration grants and the Infrastructure Act.

Charter was the winning bidder for RDOF awards in the amount of $1.2 billion over ten years that will partially fund, along with its substantial additional investment, the construction of new broadband infrastructure to more than one million estimated passings.

These awards include a number of regulatory requirements, such as serving as the carrier of last resort and completing increasingly larger portions of the network construction by certain dates.

In recent years, the federal, state and local governments have offered billions of dollars in subsidies to companies deploying broadband to areas deemed to be “unserved” or “underserved,” using funds from the FCC’s RDOF auction in 2020, The American Rescue Plan Act of 2021 (“ARPA”), and The Infrastructure Investment and Jobs Act of 2021 (the “IIJA”).

Charter and GCI Holdings support such subsidies, provided they are not directed to areas that are already served and have sought and expect to continue to seek subsidies for their own broadband construction in unserved and underserved areas through programs including RDOF and those created pursuant to ARPA and, if regulatory requirements are reasonable, the IIJA.

Charter has been awarded over $1.7 billion in the RDOF auction and other federal, state and municipal grants that will partially fund, along with its substantial additional investment, the construction of new broadband infrastructure to more than one million estimated passings.

Charter’s awards through RDOF and ARPA include a number of regulatory requirements, such as serving as the carrier of last resort and completing increasingly larger portions of the network construction by certain dates.

If Charter fails to meet these obligations, Charter could be subject to substantial government penalties.

Aside from the FCC’s generally applicable regulations, Charter made certain commitments to comply with the FCC’s order in connection with the FCC’s approval of Charter’s merger with TWC and acquisition of Bright House that are discussed below in “Description of Business – Regulatory Matters – Commitments Related to the 2016 Merger with TWC and Acquisition of Bright House.

The markets for Charter and GCI Holdings’ Internet services are affected by participation in and the general availability of programs that offer federal subsidies for certain low-income consumers for the purchase of Internet access service.

In 2021, pursuant to Congressional appropriation for COVID relief, the FCC established a temporary monthly Emergency Broadband Benefit Program ("EBBP") subsidy of up to $50 for most eligible low-income households.

With the funding for EBBP set to run out, Congress in the IIJA authorized $14.2 billion for the successor ACP that provides up to a $30 monthly discount for most eligible customers paid to the household’s broadband provider.

Charter and GCI Holdings elected to participate in the EBBP and ACP, and the FCC regulates many of the terms on which ACP services are provided, including restrictions on Charter and GCI Holdings’ ability to refuse service to prospective eligible customers based upon their credit or payment history.

The ACP discount enables eligible households to purchase Charter’s Spectrum Internet Assist service at no cost to them, and it cannot be predicted whether Congress or the FCC will provide additional funding to extend the ACP, or on what terms, when ACP funding runs out, which is expected to be at some point in 2024.

Rural Health Care (“RHC”) Program.

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In November 2017, the Universal Service Administrative Company ("USAC") requested further information in support of the rural rates charged to a number of GCI Holdings' RHC customers in connection with the funding requests for the year that runs July 1, 2017 through June 30, 2018.

On October 10, 2018, GCI Holdings received a letter from the FCC's Wireline Competition Bureau (“Bureau”) notifying it of the Bureau’s decision to reduce the 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.

On October 10, 2018, GCI Holdings received a letter from the FCC's Wireline Competition Bureau (“Bureau”) notifying it of the Bureau’s decision to reduce the 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.

The FCC also informed GCI Holdings that the same cost methodology used for the funding year that ended on June 30, 2018 would be applied to rates charged to RHC customers in subsequent funding years.

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On October 20, 2020, the Bureau issued two separate letters approving the cost-based rural rates GCI Holdings historically applied when recognizing revenue for services provided to its RHC customers for the funding years that ended on June 30, 2019 and June 30, 2020.

GCI Holdings collected approximately $175 million in accounts receivable relating to these two funding years during the year ended December 31, 2021.

GCI Holdings collected approximately $175 million in accounts receivable relating to these

two funding years during the year ended December 31, 2021.

GCI Holdings also filed an Application for Review of these determinations.

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On May 24, 2021, the FCC approved the cost studies submitted by GCI Holdings for the funding year ended June 30, 2021.

Subsequently, on August 16, 2021, GCI submitted a request for approval of rates for 17 additional sites, which remains pending.

Subsequently, on August 16, 2021, GCI submitted a request for approval of rates for 17 additional sites, 13 of which the FCC approved on December 22, 2022.

The rest remain pending.

RHC Program Funding Cap.

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Enforcement Bureau and Related Inquiries.

On March 23, 2018, GCI Holdings received a letter of inquiry and request for information from the Enforcement Bureau of the FCC relating to the period beginning January 1, 2015 and including all future periods, to which it is in the process of responding.

This includes inquiry into the rates charged by GCI Holdings, and presently it is unable to assess the ultimate outcome of this rate inquiry.

Other aspects related to the Enforcement Bureau’s review of GCI Holdings’ compliance with program rules are discussed separately below.

This includes inquiry into the rates charged by GCI Holdings and other aspects related to the Enforcement Bureau’s review of GCI Holdings’ compliance with program rules, which are discussed separately below.

The ongoing uncertainty in program funding, as well as the uncertainty associated with the rate review, could have an adverse effect on its business, financial position, results of operations or liquidity.

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On July 14, 2021, the DOJ issued a Civil Investigative Demand with regard to the qui tam action.

GCI Holdings continues to work with the FCC and the DOJ to resolve all enforcement inquiries discussed above.

With respect to the ongoing inquiries from the FCC’s Enforcement Bureau and the FCC’s Office of the Inspector General, GCI Holdings recognized a liability of approximately $12 million in 2019 for contracts that were deemed probable of not complying

with the RHC Program rules.

GCI Holdings also identified certain contracts where additional loss was reasonably possible and such loss could range from zero to $44 million.

The FCC’s Enforcement Bureau and GCI Holdings held discussions regarding GCI Holdings potential RHC Program compliance issues related to certain of its contracts with its RHC customers for which GCI Holdings had previously recognized an estimated liability for a probable loss of approximately $12 million in 2019 for contracts that were deemed probable of not complying with the RHC Program rules.

During the year ended December 31, 2022, GCI Holdings recorded an additional estimated settlement expense of $15 million relating to a settlement offer made by GCI Holdings resulting in a total estimated liability of $27 million.

GCI Holdings also identified certain contracts where additional loss was reasonably possible and such loss could range from zero to $30 million, which is a reduction of the reasonably possible loss range as previously disclosed in our December 31, 2021 Form 10-K given the settlement offer made during 2022.

An accrual was not made for the amount of the reasonably possible loss in accordance with the applicable accounting guidance.

GCI Holdings could also be assessed fines and penalties but such amounts could not be reasonably estimated.

With respect to the ongoing inquiries from the DOJ regarding the qui tam action, the Company is unable to assess the ultimate outcome of this action given the confidentiality of the qui tam process and is unable to determine whether any type of fine or penalty would ultimately be assessed as is permitted under the applicable law.

The DOJ and GCI Holdings held discussions regarding the qui tam action whereby the DOJ clarified that its investigation relates to the years from 2010 through 2019 and alleged that GCI Holdings had submitted false claims under the RHC Program during this time period.

GCI Holdings continues to work with the DOJ related to this matter and has recorded a $14 million estimated settlement expense during the year ended December 31, 2022 to reflect discussions and settlement offers that GCI Holdings made to the DOJ during 2022.

However, the Company is unable to assess the ultimate outcome of this action and is unable to reasonably estimate any range of additional possible loss beyond the $14 million estimated settlement liability, including any type of fine or penalty that may ultimately be assessed as permitted under the applicable law.

Separately, during the third quarter of 2022, GCI Holdings became aware of possible RHC Program compliance issues relating to potential conflicts of interest identified in the historical competitive bidding process with respect to certain of its contracts with its RHC customers.

GCI Holdings notified the FCC’s Enforcement Bureau of the potential compliance issues;

however, the Company is unable to assess the ultimate outcome of the potential compliance issues and is unable to reasonably estimate any range of loss or possible loss.

Revision of Support Calculations.

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On October 21, 2019, GCI Holdings appealed the order to the United States Court of Appeals for the District of Columbia Circuit.

On December 6, 2019, that appeal was held in abeyance for nine months due to pending Petitions for Reconsideration filed by other parties at the FCC and on September 25, 2020, the period of abeyance was extended through March 8, 2021.

On December 6, 2019, that appeal was held in abeyance for nine months due to pending Petitions for Reconsideration filed by other parties at the FCC.

The period of abeyance was subsequently extended several times, and is currently in place through March 8, 2023.

At the direction of the FCC, USAC has released a database that purports to determine a median rate which will cap the amount of support available for each service sold under the program, starting in the funding year ending June 30, 2022.

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On April 8, 2021, the Bureau issued an Order further extending the January 19, 2021 waiver to carriers nationwide and eliminating the ability or requirement to use the database to establish the healthcare provider payments for services subsidized by the RHC Telecom Program.

On April 12, 2022 and May 25, 2022, the Bureau issued Orders further extending the January 19, 2021 and April 8, 2021 waivers regarding use of the database by health care providers seeking support under the RHC Program through the funding year ending June 30, 2024.

On January 26, 2023, the Commission adopted an Order on Reconsideration, Report and Order, and Second Further Notice of Proposed Rulemaking, which grants the petitions challenging the rates database, returns the RHC Telecom Program to the rate determination rules in place prior to the adoption of the rates database, permits providers to determine rural rates based on previously approved rates through the funding years ending June 30, 2025 and June 30, 2026, and seeks comment on future revisions to the rate determination rules.

Schools and Libraries Program .

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Wireline Voice Services and Products

The FCC has never classified the VoIP wireline telephone services that Charter and GCI Holdings offer as “telecommunications services” that are subject to traditional federal common carrier regulation, but instead has imposed some of these regulatory requirements on a case-by-case basis, such as requirements relating to 911 emergency services (“E911”), Communications Assistance for Law Enforcement Act (“CALEA”) (the statute governing law enforcement access to and surveillance of communications), USF contributions, customer privacy and Customer Proprietary Network Information protections, number portability, network outage reporting, rural call completion, disability access, regulatory fees, back-up power, robocall mitigation, and discontinuance of service.

It is possible that the FCC or Congress will impose additional requirements on VoIP telephone services in the future.

surveillance of communications), USF contributions, customer privacy and Customer Proprietary Network Information protections, number portability, network outage reporting, rural call completion, disability access, regulatory fees, back-up power, robocall mitigation and discontinuance of service.

It is possible that the FCC or Congress will impose additional federal requirements on VoIP telephone services in the future.

Charter and GCI Holdings’ VoIP telephone services are subject to certain state and local regulatory fees such as E911 fees and contributions to state universal service funds.

Additionally, to comply with RDOF program requirements, Charter has chosen in the RDOF areas to offer certain of its VoIP telephone services, such as its federal or state Lifeline services, subject to traditional federal and state common carrier regulations.

Except where Charter has chosen to offer VoIP telephone services in such a manner it believes that its VoIP telephone services should be governed primarily by federal regulation – e.g., some state regulations also apply to its VoIP service including consumer protection and 911 rules.

Additionally, to comply with RDOF program requirements, Charter has chosen in the RDOF areas to offer Lifeline VoIP telephone services subject to traditional federal and state common carrier regulations.

Except where Charter has chosen to offer VoIP telephone services in such a manner it believes that its VoIP telephone services should be governed primarily by federal regulation.

A federal appellate court affirmed Charter’s successful challenge to Minnesota's attempt to generally apply telephone regulation to its VoIP services, but that ruling is limited to the seven states in the 8th Circuit.

Some states have attempted to subject cable VoIP services to state level regulation.

California has imposed reporting and other obligations on Charter’s VoIP services, including backup power requirements.

has registered with or obtained certificates or authorizations from the FCC and the state regulatory authorities in those states in which Charter offers competitive voice services in order to ensure the continuity of its services.

Some states have attempted to subject cable VoIP services, such as Charter and GCI Holdings’ VoIP telephone service, to state level regulation.

California has imposed reporting and other obligations on Charter’s VoIP services, including backup power requirements and has proposed the imposition of service quality metrics on VoIP services.

Charter has registered with or obtained certificates or authorizations from the FCC and the state regulatory authorities in those states in which Charter offers competitive voice services in order to ensure the continuity of its services.

However, it is unclear whether and how these and other ongoing regulatory matters ultimately will be resolved.

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If GCI Holdings fails to meet these performance requirements, it will be subject to repayment of a portion of the high cost support received, as specified in the Alaska High Cost Order.

Although GCI Holdings formerly received high cost support for service provided by its competitive local exchange carrier operations, the phase-down of that support pursuant to the Alaska High Cost Order concluded on December 31, 2018.

Rural Exemption and Interconnection.

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In other cases, the interconnection agreements were reached by negotiation without regard to the implications of the ILEC’s rural exemption.

GCI Holdings has negotiated and will continue to negotiate interconnection provisions as necessary.

GCI Holdings has negotiated and will continue to negotiate interconnection agreements as necessary.

GCI Holdings has entered all of the major Alaskan markets with local access services.

See “Description of Business — Competition — Voice Services and Products Competition” for more information.

See “Description of Business — Competition — Voice Services and Products” for more information.

Access Charges and Other Regulated Fees.

The FCC regulates the fees that local telephone companies charge long-distance companies for access to their local networks.

In 2011, the FCC released rules to restructure and reduce over time terminating interstate access charges, along with a proposal to adopt similar reforms applicable to originating interstate access charges.

In 2011, the FCC released rules to restructure and reduce over time

terminating interstate access charges, along with a proposal to adopt similar reforms applicable to originating interstate access charges.

The details of implementation in general and between different classes of technology continue to be addressed by the FCC, and could affect the economics of some aspects of GCI Holdings’ business.

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Wireless Services and Products

The FCC regulates the licensing, construction, interconnection, operation, acquisition, and transfer of wireless network systems in the United States pursuant to the Communications Act.

The FCC regulates the licensing, leasing, construction, interconnection, operation, acquisition, and transfer of wireless network systems in the United States pursuant to the Communications Act.

GCI Holdings’ wireless licensee subsidiaries are subject to regulation by the FCC, and must comply with certain build-out and other license conditions, as well as with the FCC’s specific regulations governing wireless services.

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Without ETC status, GCI Holdings would not qualify for USF support in these areas or other rural areas where it proposes to offer facilities-based wireless telephone services, and its net cost of providing wireless telephone services in these areas would be materially adversely affected.

Under the Alaska High Cost Order.

Per the Alaska High Cost Order, as of January 1, 2017, Remote (as defined by the Alaska High Cost Order) high cost support payments to Alaska High Cost participants are frozen on a per-company basis at adjusted December 2014 levels for a ten-year term in exchange for meeting individualized performance obligations to offer voice and broadband services meeting the service obligations at specified minimum speeds by five-year and ten-year service milestones to a specified number of locations.

Remote high cost support is no longer dependent upon line counts and line count filings are no longer required.

Under the terms of the Alaska High Cost Order, the FCC is to initiate a process in 2021 to eliminate duplicate support in areas that were served by more than one subsidized mobile wireless carrier as of December 31, 2020.

Under the terms of the Alaska High Cost Order, the FCC was to initiate a process in 2021 to eliminate duplicate support in areas that were served by more than one subsidized mobile wireless carrier as of December 31, 2020.

As part of the Alaska High Cost Order, the FCC issued a Notice of Proposed Rulemaking seeking comment on how to implement that process.

The FCC has not to date issued any further orders with respect to that process.

See “Description of Business — Regulatory Matters — Wireline Voice Services and Products — Regulatory Regime Applicable to IP-based Networks” for more information.

On January 4, 2023, the Alaska Telecom Association filed a Petition for Expedited Rulemaking at the FCC, seeking to begin a rulemaking proceeding to extend the Alaska High Cost Order through December 31, 2034 and increase support to account for past and future inflation.

Emergency 911 .

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GCI Holdings has been able to meet FCC requirements for text-to-911 obligations to date.

Additionally, on an ongoing basis, GCI Holdings is subject to FCC-imposed rules requiring timely reporting of outages impacting access to emergency 911 services.

Failure to comply with reporting requirements could result in the imposition of fines and other administrative remedies.

State and Local Regulation.

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The FCC or other regulatory authorities may adopt new or different regulations for MVNOs and/or mobile service providers in the future, or impose new taxes or fees applicable to Spectrum Mobile, which could adversely affect the service offering or Charter’s business generally.

For example, California has proposed the imposition of service quality metrics on mobile services.

Privacy and Information Security Regulation

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Various security standards provide guidance to telecommunications companies in order to help identify and mitigate cybersecurity risks.

One such standard is the voluntary Cybersecurity Framework (“CSF”) released by the National Institute for Standards and Technology (“NIST”) in 2014 and updated in 2018, in cooperation with other federal agencies and owners and operators of U.S.

One such standard is the voluntary Cybersecurity Framework (“CSF”) released by the National Institute for

Standards and Technology (“NIST”) in 2014 and updated in 2018, in cooperation with other federal agencies and owners and operators of U.S.

critical infrastructure.

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It was designed to supplement, not supersede, existing cybersecurity regulations and requirements.

Several government agencies have encouraged compliance with the NIST CSF, including the FCC, which is also considering expansion of its cybersecurity guidelines or the adoption of cybersecurity requirements.

Charter and GCI voluntarily follow the NIST CSF as part of their overall cybersecurity programs.

Several government agencies have encouraged compliance with the NIST CSF, including the FCC and Department of Homeland Security’s Cybersecurity and Infrastructure Security Agency (“CISA”).

Charter and GCI Holdings voluntarily follow NIST as part of its overall cybersecurity program.

The FCC is considering expansion of its cybersecurity guidelines or the adoption of cybersecurity requirements.

CISA is also developing cyber incident reporting rules, pursuant to 2022 legislative requirements, that require critical infrastructure entities to report substantial cyber incidents within 72 hours of their discovery.

Many states and local authorities have considered legislative or other actions that would impose restrictions on Charter’s ability to collect, use and disclose, and safeguard certain consumer information, particularly with regard to its broadband Internet business.

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The CCPA, under certain circumstances, regulates companies’ use and disclosure of the personal information of California residents and authorizes enforcement actions by the California Attorney General and private class actions for data breaches.

In addition, effective January 1, 2023, the California Privacy Rights Act, adopted by ballot initiative in 2020, will amend the CCPA to impose additional obligations on companies that handle the personal information of California residents.

The Maine law regulates how Internet service providers use and disclose customers’ personal information

and requires Internet service providers to take reasonable measures to protect customers’ personal information.

In addition, Virginia and Colorado each enacted privacy laws in 2021 that will become effective in 2023 and will regulate the way that companies collect, use, and share personal information about consumers.

In addition, effective January 1, 2023, the California Privacy Rights Act amended CCPA to impose additional obligations on companies that handle the personal information of California residents.

The Maine law regulates how Internet service providers use and disclose customers’ personal information and requires Internet service providers to take reasonable measures to protect customers’ personal information.

Virginia’s new privacy law became effective on January 1, 2023, and Colorado and Connecticut’s new privacy laws will become effective later in 2023.

Each of these laws will regulate the way that companies collect, use, and share personal information about consumers.

Several other state legislatures are considering the adoption of new data security and cybersecurity legislation that could result in additional network and information security requirements for Charter’s business.

The FTC has launched an Advance Notice of Proposed Rulemaking to explore rules related to the collection, analysis, and monetization of consumers’ information.

Congress may also adopt new privacy and data security obligations.

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In connection with approval of Charter’s 2016 merger with TWC and acquisition of Bright House (the “Transactions”), federal and state regulators imposed a number of post-transaction conditions on Charter, many of which have been fulfilled or have terminated.

Remaining federal commitments include the following.

Remaining federal commitments will expire in 2023 and include the following.

FCC Conditions

● Refrain from charging usage-based prices or imposing data caps on any fixed mass market broadband Internet access service plans for seven years;

● Continue to support CableCARDs for use in third-party retail devices for seven years (unless the FCC changes the relevant rules) and only as to CableCARDs in use by customers in May 2020.

● Continue to support CableCARDs for use in third-party retail devices for seven years to the extent applicable following the FCC’s modification of the relevant rules in 2020.

The FCC conditions also contain a number of compliance reporting requirements.

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The DOJ Order prohibits Charter from entering into or enforcing any agreement with a video programmer that forbids, limits or creates incentives to limit the video programmer’s provision of content to online video distributors.

Charter will not be able to avail itself of other distributors’ most favored nation (“MFN”) provisions if they are inconsistent with this prohibition.

The DOJ’s conditions are effective for seven years after entry of the final judgment in 2016, although Charter may petition the DOJ to eliminate the conditions after five years.

Charter currently does not expect to so petition.

Charter will not be able to avail itself of other distributors’ most favored nation provisions if they are inconsistent with this prohibition.

The DOJ’s conditions are effective for seven years after entry of the final judgment in September 2016.

Charter and GCI Holdings operate in intensely competitive industries and compete with a number of companies that provide a broad range of communication, entertainment, and information products and services.

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Competition is based upon price, service bundles, the services and enhancements offered, the technologies used, customer service, billing services, and perceived quality, reliability and availability.

Charter and GCI Holdings’ residential Internet services face competition across their footprints from fiber-to-the-home (“FTTH”), fiber-to-the-node (“FTTN”), fixed wireless broadband, Internet delivered via satellite and digital subscriber line (“DSL”) services.

AT&T, Frontier Communications Corporation’s (“Frontier”) fiber optic service (“FiOS” or “Fios”) and Verizon’s Fios are Charter’s primary FTTH competitors.

Charter and GCI Holdings’ residential Internet services face competition across their footprints from fiber-to-the-home (“FTTH”), fixed wireless broadband, Internet delivered via satellite and digital subscriber line (“DSL”) services.

(“AT&T”), Frontier Communications Corporation (“Frontier”) and Verizon are Charter’s primary FTTH competitors.

Given the FTTH deployments of Charter’s competitors, launches of broadband services offering 1 Gbps speed have recently grown.

Several competitors, including AT&T, Frontier’s FiOS, Verizon’s Fios, WideOpenWest, Inc.

(“WOW”) and Google Fiber, deliver 1 Gbps broadband speed (and some delivering 2 Gbps) in at least a portion of their footprints which overlap Charter’s footprint.

In several markets, Charter and GCI Holdings also face competition from one or more fixed wireless providers which deliver point-to-point Internet connectivity, although generally in areas limited to residential MDUs.

Additionally, several mobile network operators offer LTE or 5G delivered fixed wireless home Internet service in an increasing number of Charter’s markets.

Several competitors, including AT&T, Frontier, Verizon, WideOpenWest, Inc.

(“WOW”) and Google Fiber, deliver 1 Gbps broadband speed (and some deliver multi Gbps) in at least a portion of their footprints which overlap Charter’s footprint.

Additionally, several national mobile network operators offer LTE or 5G delivered fixed wireless home Internet service in Charter’s markets.

In several markets, Charter and GCI Holdings also face competition from one or more fixed wireless providers that deliver point-to-point Internet connectivity.

DSL service is offered across Charter’s footprint and a portion of GCI Holdings’ footprint, often at prices lower than Charter and GCI Holdings’ Internet services, although typically at speeds much lower than the minimum speeds offered by Charter and GCI Holdings.

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These options offer alternatives to cable-based Internet access.

Charter faces terrestrial broadband Internet (defined as at least 25 Mbps) competition from three primary competitors, AT&T, Frontier and Verizon in approximately 34%, 9% and 5% of its operating areas, respectively.

Charter faces terrestrial broadband Internet (defined as at least 25 Mbps) competition from three primary competitors, AT&T, Frontier and Verizon, in approximately 35%, 11% and 5% of its operating footprint, respectively.

Video competition

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DBS providers offer satellite-delivered pre-packaged programming services that can be received by relatively small and inexpensive receiving dishes.

DBS providers offer aggressive promotional pricing, exclusive programming (e.g., NFL Sunday Ticket) and video services that are comparable in many respects to Charter and GCI Holdings' residential video service.

Charter’s residential video service also faces competition from large telecommunications companies, primarily Frontier FiOS and Verizon Fios, which offer wireline video services in significant portions of Charter’s operating areas.

DBS providers offer aggressive promotional pricing, exclusive programming and video services that are comparable in many respects to Charter and GCI Holdings' residential video service.

Charter’s residential video service also faces competition from large telecommunications companies, primarily Verizon, which offer wireline video services in significant portions of Charter’s operating areas.

Charter and GCI Holdings’ residential video services also face growing competition across their footprints from a number of other sources, including companies that deliver linear network programming, movies and television shows on demand and other video content over broadband Internet connections to televisions, computers, tablets and mobile devices.

These competitors include virtual multichannel video programming distributors (“V-MVPDs”) such as Hulu Live, YouTube TV, Sling TV, Philo and DirecTV Stream.

Other online video business models and products have also developed, some offered by programmers that have not traditionally sold programming directly to consumers, including, (i) subscription video on demand (“SVOD”) services such as Netflix, Apple TV+, Amazon Prime, Hulu Plus, Disney+, HBO Max, Peacock, Paramount+, AMC+, Starz and Showtime Anytime, (ii) ad-supported free online video products, including YouTube and Pluto TV, some of which offer programming for free to consumers that Charter currently purchases for a fee, (iii) pay-per-view products, such as iTunes, and Amazon Instant, and (iv) additional offerings from mobile providers which continue to integrate and bundle video services and mobile products.

Historically, Charter has generally viewed SVOD online video services as complementary to its own video

offering, and has developed a cloud-based guide that is capable of incorporating video from online video services currently offered in the marketplace.

As the proliferation of online video services grows, however, services from V-MVPDs and direct to consumer offerings, as well as piracy and password sharing, negatively impact the number of customers purchasing Charter’s video product.

competitors include virtual multichannel video programming distributors (“vMVPDs”) such as Hulu Live, YouTube TV, Sling TV, Philo and DirecTV Stream.

Other online video business models and products have also developed, some offered by programmers that have not traditionally sold programming directly to consumers, including, (i) subscription video on demand (“SVOD”) services such as Netflix, Apple TV+, Amazon Prime, Hulu Plus, Disney+, HBO Max, Peacock, Paramount+, AMC+, Starz and Showtime Anytime, (ii) ad-supported free online video products, including YouTube and Pluto TV, some of which offer programming for free to consumers that Charter currently purchases for a fee, (iii) pay-per-view products, such as iTunes, and (iv) additional offerings from mobile providers which continue to integrate and bundle video services and mobile products.

Historically, Charter has generally viewed SVOD online video services as complementary to its own video offering.

As the proliferation of online video services grows, however, services from vMVPDs and direct to consumer offerings, as well as piracy and password sharing, negatively impact the number of customers purchasing Charter’s video product.

Voice competition

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Charter and GCI Holdings’ mobile services face competition from national mobile network operators including AT&T, Verizon and T-Mobile US, Inc.

("T-Mobile"), as well as a variety of regional operators and mobile virtual network operators.

Most carriers offer unlimited data packages to customers.

("T-Mobile"), fixed wireless providers, as well as a variety of regional operators and mobile virtual network operators.

Most carriers offer unlimited data packages to customers, while some also offer free devices.

Various operators also offer wireless Internet services delivered over networks which they continue to enhance to deliver faster speeds.

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AT&T, Verizon and T-Mobile continue to expand 5G mobile services.

Additionally, in connection with Dish Network Corporation’s acquisition of Sprint Corporation’s (“Sprint”) prepaid mobile services businesses, the FCC and DOJ have imposed a timeline on Dish Network Corporation (70% by June 2023) for 5G network development and expansion.

Additionally, in connection with Dish Network Corporation’s acquisition of Sprint Corporation’s prepaid mobile services businesses, the FCC and DOJ have imposed a timeline on Dish Network Corporation (70% by June 2023) for 5G network development and expansion.

Charter also competes for retail activations with other resellers that buy bulk wholesale service from wireless service providers for resale.

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In some of Charter’s operating areas, other competitors have built networks that offer Internet, video and voice services that compete with its services.

For example, in certain service areas, Charter’s residential Internet, video and voice services compete with WOW, Cincinnati Bell Inc., Google Fiber, Hawaiian Telcom (owned by Cincinnati Bell Inc.) and Grande Communications Networks, LLC.

For example, in certain service areas, Charter’s residential Internet, video and voice services compete with WOW, altafiber, Google Fiber and Astound Broadband.

Additional competition

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Charter’s enterprise solutions also face competition from the competitors described above as well as cloud-based application-service providers, managed service providers and other telecommunications carriers, such as metro and regional fiber-based carriers.

GCI Holdings’ business wireless, data and voice services face similar competition as described above for its consumer products.

GCI Holdings’ business data, wireless and voice services face similar competition as described above for its consumer products.

Charter and GCI Holdings face intense competition for advertising revenue across many different platforms and from a wide range of local and national competitors.

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Liberty Broadband believes that its employee relations are good.

GCI Holdings (or “GCI”) has been operating in Alaska for more than 40 years and most of its employees live in the communities it serves.

GCI Holdings has been operating in Alaska for more than 40 years and most of its employees live in the communities it serves.

Many of GCI’s employees have been with the company for decades and, in some cases, their children have joined the GCI team and have become the next generation of the GCI family.

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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.

What changed 10-K

Item 1. Business