Controls and Procedures.
−Removed: In accordance with Exchange Act Rules 13a-15 and 15d-15, the Company carried out an evaluation, under the supervision and with the participation of management, including its chief executive officer and its principal accounting and financial officer (the “Executives”), of the effectiveness of its disclosure controls and procedures as of the end of the period covered by this report.
+Added: In accordance with Exchange Act Rules 13a-15 and 15d-15, the Company carried out an evaluation, under the supervision and with the participation of management, including its chief executive officer and its principal accounting and financial officer (the “Executives”), and under the oversight of its Board of Directors, of the effectiveness of the design and operation of its disclosure controls and procedures as of December 31, 2022.
Based on that evaluation, the Executives concluded that the Company's disclosure controls and procedures were effective as of December 31, 2022 to provide reasonable assurance that information required to be disclosed in its reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
−Removed: Management’s Report on Internal Control Over Financial Reporting
See page II-23 for Management's Report on Internal Control Over Financial Reporting.
See page II-24 for Report of Independent Registered Public Accounting Firm for their attestation regarding our internal control over financial reporting.
−Removed: Changes in Internal Control Over Financial Reporting
−Removed: Except for continued enhancements related to material weakness remediation activities, there has been no change in the Company’s internal control over financial reporting that occurred during the quarter ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.
−Removed: Remediation of Material Weakness in Internal Control Over Financial Reporting
−Removed: In response to the material weakness identified in Part II, Item 9A in the Annual Report on Form 10-K for the year ended December 31, 2020 Form 10-K, the Company developed a plan to remediate the material weakness at GCI Holdings.
−Removed: Remediation activities included:
−Removed: • Continue to hire, train and retain individuals with appropriate skills and experience related to designing, operating and documenting internal control over financial reporting.
−Removed: • Enhance the comprehensive and continuous risk assessment process to identify and assess financial statement risks and ensure that the financial reporting process and related internal controls are in place to respond to those risks.
−Removed: • Enhance the design of and implement additional process-level control activities and ensure they are properly evidenced and operating effectively.
−Removed: • Communicate expectations, monitor for compliance with expectations, and hold individuals accountable for their roles related to internal control over financial reporting.
−Removed: For the quarter ended December 31, 2021 the Company completed the testing and evaluation of the operating effectiveness of the controls, and based on the results of the testing, the controls were determined to be designed and operating effectively as of December 31, 2021.
−Removed: Accordingly, the Company concluded the previously reported material weakness was remediated as of December 31, 2021.
+Added: There has been no change in the Company’s internal control over financial reporting that occurred during the quarter ended December 31, 2022 that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.
Other Information.
70 unchanged sentences
This included controls related to the Company’s application of its equity method accounting, including the related share of earnings calculation, allocation of excess basis to the memo accounts, the associated amortization, and the gain or loss on dilution.
−Removed: We performed risk assessment procedures, including sensitivity
−Removed: analyses, and applied auditor judgment to determine the nature and extent of procedures to be performed over the investment.
−Removed: We developed independent expectations of (1) the Company’s share of earnings of Charter and (2) the gain or loss on dilution and compared such expectations to the amounts recorded by the Company.
+Added: We performed risk assessment procedures, including sensitivity analyses, and applied auditor judgment to determine the nature and extent of procedures to be performed over the investment.
+Added: We developed independent expectations of (1) the Company’s share of earnings of Charter and (2) the gain or loss on dilution and compared
+Added: such expectations to the amounts recorded by the Company.
We recalculated (1) the allocation of excess basis to the memo accounts and (2) the related excess basis amortization.
We involved valuation professionals with specialized skills and knowledge, who assisted in assessing the allocation of the excess basis, including (1) assessing the valuation methodology used by the Company to estimate the fair value of Charter’s assets by comparison to generally accepted valuation methodologies, and (2) assessing the identification of marketplace transactions used in the model by considering the comparability to Charter.
−Removed: Sufficiency of audit evidence over certain video, voice, data, and wireless revenue streams
−Removed: As discussed in note 2 to the consolidated financial statements and disclosed in the consolidated statements of operations, the Company reported revenue of $988 million for the year ended December 31, 2021, which included $893 million of revenue related to video, voice, data and wireless services at GCI Holdings.
+Added: Sufficiency of audit evidence over certain data, wireless, video and voice revenue streams
+Added: As discussed in note 2 to the consolidated financial statements and disclosed in the consolidated statements of operations, the Company reported revenue of $975 million for the year ended December 31, 2022, which included $892 million of revenue related to data, wireless, video and voice services at GCI Holdings.
The Company’s accounting for these revenue streams involves multiple processes and information technology (IT) systems.
−Removed: We identified the evaluation of sufficiency of audit evidence over certain video, voice, data, and wireless revenue streams at GCI Holdings as a critical audit matter.
+Added: We identified the evaluation of sufficiency of audit evidence over certain data, wireless, video, and voice revenue streams at GCI Holdings as a critical audit matter.
Evaluating the sufficiency of audit evidence required subjective auditor judgment due to the number of revenue streams and related IT applications utilized throughout the revenue recognition process.
4 unchanged sentences
For each revenue stream where procedures were performed:
−Removed: — we evaluated the design and tested the operating effectiveness of certain internal controls related to the revenue recognition process, including controls related to accurately recording amounts for certain of the Company’s video, voice, data, and wireless revenue streams
−Removed: — assessed the recorded revenue by selecting a sample of transactions and compared the amounts recognized to underlying documentation, including evidence of contracts with customers.
+Added: — we evaluated the design and tested the operating effectiveness of certain internal controls related to the revenue recognition process, including controls related to accurately recording amounts for certain of the Company’s data, wireless, video, and voice revenue streams
+Added: — we assessed the recorded revenue by selecting a sample of transactions and compared the amounts recognized to underlying documentation, including evidence of contracts with customers.
We involved IT professionals with specialized skills and knowledge, who assisted in:
20 unchanged sentences
Intangible assets subject to amortization, net (note 7)
−Removed: Tax sharing receivable
Other assets, net
13 unchanged sentences
Total current liabilities
−Removed: Long-term debt, net, including $ 1,403 and $ 1,446 measured at fair value, respectively (note 8)
+Added: Long-term debt, net, including zero and $ 1,403 measured at fair value, respectively (note 8)
Obligations under finance leases and tower obligations, excluding current portion (note 9)
14 unchanged sentences
Additional paid-in capital
−Removed: Accumulated other comprehensive earnings, net of taxes
+Added: Accumulated other comprehensive earnings (loss), net of taxes
Retained earnings
20 unchanged sentences
Realized and unrealized gains (losses) on financial instruments, net (note 5)
+Added: Gain (loss) on dispositions, net (note 1)
Earnings (loss) before income taxes
3 unchanged sentences
Net earnings (loss) attributable to Liberty Broadband shareholders
−Removed: Basic earnings (loss) attributable to Series A, Series B and Series C Liberty Broadband shareholders per common share (note 2)
+Added: Basic net earnings (loss) attributable to Series A, Series B and Series C Liberty Broadband shareholders per common share (note 2)
Diluted net earnings (loss) attributable to Series A, Series B and Series C Liberty Broadband shareholders per common share (note 2)
21 unchanged sentences
Stock-based compensation
+Added: Litigation settlement, net of recoveries
Share of (earnings) losses of affiliate, net
2 unchanged sentences
Deferred income tax expense (benefit)
+Added: (Gain) loss on dispositions, net
Changes in operating assets and liabilities:
3 unchanged sentences
Cash flows from investing activities:
−Removed: GCI Liberty, Inc.
−Removed: cash acquired in merger
Capital expenditures
−Removed: Exercise of preemptive right to purchase Charter shares
+Added: Grant proceeds received for capital expenditures
Cash received for Charter shares repurchased by Charter
+Added: Cash proceeds from dispositions, net
+Added: GCI Liberty, Inc.
+Added: cash acquired in merger
Other investing activities, net
4 unchanged sentences
Repurchases of Liberty Broadband common stock
−Removed: Proceeds (payments) from issuances of financial instruments
−Removed: Proceeds (payments) from settlements of financial instruments
−Removed: Payment to former parent under tax sharing agreement related to net settlement of Awards
Other financing activities, net
14 unchanged sentences
Stock-based compensation
−Removed: Issuance of common stock upon exercise of stock options
−Removed: Payment to former parent under tax sharing agreement related to net settlement of Awards
+Added: Withholding taxes on net share settlements of stock-based compensation
+Added: Liberty Broadband stock repurchases
+Added: Net impact of GCI Liberty, Inc.
Noncontrolling interest activity at Charter and other
3 unchanged sentences
Stock-based compensation
+Added: Issuance of common stock upon exercise of stock options
Withholding taxes on net share settlements of stock-based compensation
Liberty Broadband stock repurchases
−Removed: Net impact of GCI Liberty, Inc.
Noncontrolling interest activity at Charter and other
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“us,” “we,” or “our” unless the context otherwise requires).
−Removed: Liberty Broadband Corporation 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.
−Removed: GCI Holdings 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.
+Added: Liberty Broadband Corporation 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.
+Added: GCI Holdings 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.
Charter is a leading broadband connectivity company and cable operator.
2 unchanged sentences
Spectrum Reach ® delivers tailored advertising and production for the modern media landscape.
−Removed: Charter also distributes award-winning news coverage, sports and high-quality original programming to its customers through Spectrum Networks and Spectrum Originals.
+Added: Charter also distributes award-winning news coverage and sports programming to its customers through Spectrum Networks.
On December 18, 2020, pursuant to the Agreement and Plan of Merger, dated as of August 6, 2020, entered into by GCI Liberty, Inc.
4 unchanged sentences
No shares of Liberty Broadband stock were issued with respect to shares of GCI Liberty capital stock held by (i) GCI Liberty as treasury stock, (ii) any of GCI Liberty’s wholly owned subsidiaries or (iii) Liberty Broadband or its wholly owned subsidiaries.
−Removed: In December 2019, Chinese officials reported a novel coronavirus (“COVID-19”) outbreak.
−Removed: COVID-19 has since spread through China and internationally.
−Removed: 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.
−Removed: We are not presently aware of any events or circumstances arising from the COVID-19 pandemic that would require us to update our estimates or judgments or revise the carrying value of our assets or liabilities.
+Added: As a result of the COVID-19 pandemic, many countries throughout the world took aggressive actions, including imposing travel restrictions and stay-at-home orders, closing public attractions and restaurants, and mandating social distancing practices, which caused a significant disruption to most sectors of the economy at varying levels during the periods covered by the financial statements.
+Added: While the COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains, and created significant volatility and disruption of financial markets, we are not presently aware of any events or circumstances arising from the COVID-19 pandemic that would require us to update our estimates or judgments or revise the carrying value of our assets or liabilities.
Our estimates may change, however, as new events occur and additional information is obtained, and any such changes will be recognized in the consolidated financial statements.
Actual results could differ from estimates, and any such differences may be material to our financial statements.
−Removed: Spin-Off Arrangements
−Removed: During May 2014, the board of directors of Liberty Media Corporation and its subsidiaries (“Liberty”) authorized management to pursue a plan to spin-off to its stockholders common stock of a wholly owned subsidiary, Liberty Broadband,
+Added: Skyhook Holdings, Inc.
+Added: (“Skyhook”) was a wholly owned subsidiary of Liberty Broadband until its sale on May 2, 2022 for aggregate consideration of approximately $ 194 million, including amounts held in escrow of approximately $ 23 million.
+Added: Liberty Broadband recognized a gain on the sale of $ 179 million, net of closing fees, in the second quarter of 2022, which is
LIBERTY BROADBAND CORPORATION
1 unchanged sentence
December 31, 2022 , 2021 and 2020
−Removed: and to distribute subscription rights to acquire shares of Liberty Broadband’s common stock (the “Broadband Spin-Off”).
+Added: recorded in Gain (loss) on dispositions, net in the accompanying consolidated statement of operations.
+Added: Skyhook is included in Corporate and other through April 30, 2022 and is not presented as a discontinued operation as the sale did not represent a strategic shift that had a major effect on Liberty Broadband’s operations and financial results.
+Added: Included in Revenue in the accompanying consolidated statements of operations is $ 6 million, $ 18 million and $ 17 million for the years ended December 31, 2022, 2021 and 2020, respectively, related to Skyhook.
+Added: Included in Net earnings (loss) in the accompanying consolidated statement of operations are earnings of $ 4 million and less than $ 1 million and losses of $ 3 million for the years ended December 31, 2022, 2021 and 2020, respectively, related to Skyhook.
+Added: Included in Total assets in the accompanying consolidated balance sheets as of December 31, 2021 is $ 18 million related to Skyhook.
+Added: Spin-Off Arrangements
+Added: During May 2014, the board of directors of Liberty Media Corporation and its subsidiaries (“Liberty”) authorized management to pursue a plan to spin-off to its stockholders common stock of a wholly owned subsidiary, Liberty Broadband, and to distribute subscription rights to acquire shares of Liberty Broadband’s common stock (the “Broadband Spin-Off”).
In connection with the Broadband Spin-Off, Liberty (for accounting purposes a related party of the Company) and Liberty Broadband entered into certain agreements in order to govern certain of the ongoing relationships between the two companies and to provide for an orderly transition, including a services agreement and a facilities sharing agreement.
13 unchanged sentences
The amended services agreement 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 $ 18 million and aggregate equity awards granted in connection with his entry into his new agreement of $ 90 million (the “upfront awards”).
−Removed: 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.
+Added: 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 these various agreements, amounts reimbursable to Liberty were approximately $ 10 million and $ 14 million for the years ended December 31, 2022 and 2021, respectively.
−Removed: Liberty Broadband had a tax sharing receivable with Qurate Retail of $ 86 million and $ 119 million as of December 31, 2021 and 2020, respectively, of which zero and $ 24 million was in Other current assets as of December 31, 2021 and 2020, respectively.
−Removed: The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and represent the historical consolidated financial information of GCI Holdings (as of December 18, 2020) and the Company’s interest in Charter, as well as certain other assets and liabilities.
+Added: Liberty Broadband had a tax sharing receivable with Qurate Retail of $ 7 million and $ 86 million as of December 31, 2022 and 2021, respectively, of which $ 1 million and zero was in Other current assets as of December 31, 2022 and 2021, respectively.
+Added: The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and represent the historical consolidated financial information of GCI
+Added: LIBERTY BROADBAND CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: December 31, 2022 , 2021 and 2020
+Added: Holdings (as of December 18, 2020) and the Company’s interest in Charter, as well as certain other assets and liabilities.
All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements.
6 unchanged sentences
The Company maintains some cash and cash equivalents balances with financial institutions that are in excess of Federal Deposit Insurance Corporation insurance limits.
−Removed: LIBERTY BROADBAND CORPORATION
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: December 31, 2021 , 2020 and 2019
Accounts Receivable and Allowance for Credit Losses
7 unchanged sentences
The Company does not have any off-balance-sheet credit exposure related to its customers.
−Removed: Allowance for credit losses was $ 4 million as of December 31, 2021 and was not material as of December 31, 2020.
−Removed: A summary of activity in the allowance for credit losses for the year ended December 31, 2021 is as follows (amounts in millions):
+Added: Allowance for credit losses was not material as of December 31, 2020.
+Added: A summary of activity in the allowance for credit losses for the years ended December 31, 2022 and 2021 is as follows (amounts in millions):
Write-offs net
8 unchanged sentences
The Company considered its own credit risk as well as the credit risk of its counterparties in estimating the discount rate.
−Removed: Management judgment was required in estimating the Black-Scholes variables.
+Added: Management judgment
+Added: LIBERTY BROADBAND CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: December 31, 2022 , 2021 and 2020
+Added: was required in estimating the Black-Scholes variables.
The Company had no outstanding derivative instruments at December 31, 2022 or December 31, 2021.
4 unchanged sentences
The Company determines the difference between the purchase price of the equity method investee and the underlying equity which results in an excess basis in the investment.
−Removed: This excess basis is allocated to the underlying assets and liabilities of the Company’s equity method investee through a purchase accounting exercise and is allocated within memo accounts used for equity method accounting purposes.
+Added: This excess basis is allocated to the underlying assets and liabilities of the Company’s equity method investee through an acquisition accounting exercise and is allocated within memo accounts used for equity method accounting purposes.
Depending on the applicable underlying assets, these amounts are either amortized over the applicable useful lives or determined to be indefinite lived.
−Removed: Changes in the Company’s proportionate share of the underlying
−Removed: LIBERTY BROADBAND CORPORATION
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: December 31, 2021 , 2020 and 2019
−Removed: equity of an equity method investee, which result from the issuance of additional equity securities by such equity method investee, are recognized in the statement of operations through the gain (loss) on dilution of investment in affiliate line item.
+Added: Changes in the Company’s proportionate share of the underlying equity of an equity method investee, which result from the issuance of additional equity securities by such equity method investee, are recognized in the statement of operations through the gain (loss) on dilution of investment in affiliate line item.
We periodically evaluate our equity method investment to determine if decreases in fair value below our cost basis are other than temporary.
17 unchanged sentences
When the Company’s qualitative assessment indicates that an impairment could exist, it estimates the fair value of the investment and to the extent the fair value is less than the carrying value, it records the difference as an impairment in the consolidated statements of operations.
+Added: LIBERTY BROADBAND CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: December 31, 2022 , 2021 and 2020
Property and Equipment
4 unchanged sentences
Net property and equipment consists of the following:
−Removed: LIBERTY BROADBAND CORPORATION
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: December 31, 2021 , 2020 and 2019
amounts in millions
6 unchanged sentences
Construction in progress
−Removed: Less accumulated depreciation
+Added: Accumulated depreciation
Property and equipment, net
Depreciation of property and equipment under finance leases is included in depreciation and amortization expense in the consolidated statements of operations.
−Removed: Depreciation expense for the year ended December 31, 2021 and 2020 was $ 192 million and $ 9 million, respectively, and was not material for the year ended December 31, 2019.
+Added: Depreciation expense for the years ended December 31, 2022, 2021 and 2020 was $ 195 million, $ 192 million and $ 9 million, respectively.
Repairs and maintenance are charged to expense as incurred.
3 unchanged sentences
Interest is capitalized in the period commencing with the first expenditure for a qualifying capital project and ending when the capital project is substantially complete and ready for its intended use.
−Removed: Capitalized interest costs for the year ended December 31, 2021 were $ 2 million and were not material for the years ended December 31, 2020 and 2019.
+Added: Capitalized interest costs for the years ended December 31, 2022 and 2021 were $ 4 million and $ 2 million, respectively, and were not material for the year ended December 31, 2020.
Impairment of Long-lived Assets
6 unchanged sentences
Asset groups to be disposed of are carried at the lower of their financial statement carrying amount or fair value less costs to sell.
+Added: LIBERTY BROADBAND CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: December 31, 2022 , 2021 and 2020
Asset Retirement Obligations
4 unchanged sentences
Upon settlement of the liability, the Company either settles the obligation for its recorded amount or incurs a gain or loss upon settlement.
−Removed: LIBERTY BROADBAND CORPORATION
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: December 31, 2021 , 2020 and 2019
The majority of the Company’s asset retirement obligations are the estimated cost to remove telephony transmission equipment and support equipment from leased property.
2 unchanged sentences
Balance at December 31, 2020
−Removed: Liability acquired
+Added: Liability incurred
+Added: Accretion expense
+Added: Liability settled
Balance at December 31, 2021
17 unchanged sentences
Intangible assets with estimable useful lives are being amortized over 3 to 16 year periods with a weighted-average life of 13 years .
+Added: LIBERTY BROADBAND CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: December 31, 2022 , 2021 and 2020
Goodwill, cable certificates (certificates of convenience and public necessity) and other intangible assets with indefinite useful lives are not amortized, but instead are tested for impairment at least annually.
−Removed: Cable certificates represent certain perpetual operating rights to provide cable services.
+Added: Cable certificates represent agreements or authorizations with government entities that allow access to homes in cable service areas, including the future economic benefits of the right to solicit and service potential customers and the right to deploy and market new services to potential customers.
Goodwill represents the excess of cost over fair value of net assets acquired in connection with a business acquisition.
3 unchanged sentences
In evaluating goodwill on a qualitative basis, the Company reviews the business performance of each reporting unit and evaluates other relevant factors as identified in the relevant accounting guidance to determine whether it was more likely than not that an indicated impairment exists for any of its reporting units.
−Removed: The Company considers whether there are any negative macroeconomic conditions, industry specific conditions, market changes, increased competition, increased costs in doing business, management challenges, the legal environments and how these
−Removed: LIBERTY BROADBAND CORPORATION
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: December 31, 2021 , 2020 and 2019
−Removed: factors might impact company specific performance in future periods.
+Added: The Company considers whether there are any negative macroeconomic conditions, industry specific conditions, market changes, increased competition, increased costs in doing business, management challenges, the legal environments and how these factors might impact company specific performance in future periods.
As part of the analysis the Company also considers fair value determinations for certain reporting units that have been made at various points throughout the current year and prior year for other purposes.
16 unchanged sentences
If an interruption in service occurs, GCI Holdings does not recognize revenue for any portion of the monthly service fee that will be refunded to the customer or not billed to the customer due to these service level agreements.
+Added: LIBERTY BROADBAND CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: December 31, 2022 , 2021 and 2020
Taxes assessed by a governmental authority that are both imposed on, and concurrent with, a specific revenue-producing transaction that are collected by GCI Holdings from a customer, are excluded from revenue from contracts with customers.
Nature of Services and Products
+Added: Data revenue is generated by providing data network access, high-speed internet services, and product sales.
+Added: Monthly service revenue for data network access and high-speed internet services is billed in advance, recorded as deferred revenue on the balance sheet, and recognized as the associated services are provided to the customer.
+Added: Internet service excess usage revenue is recognized when the services are provided.
+Added: GCI Holdings recognizes revenue for product sales when a customer takes possession of the equipment.
+Added: GCI Holdings provides telecommunications engineering services on a time and materials basis.
+Added: Revenue is recognized for these services as-invoiced.
Wireless revenue is generated by providing access to, and usage of GCI Holdings’ network by consumer, business, and wholesale carrier customers.
3 unchanged sentences
Consideration received from the customer is allocated to the service and products based on stand-alone selling prices when purchased together.
−Removed: LIBERTY BROADBAND CORPORATION
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: December 31, 2021 , 2020 and 2019
New and existing wireless customers have the option to participate in Upgrade Now, a program that provides eligible customers with the ability to purchase certain wireless devices in installments over a period of up to 36 months .
2 unchanged sentences
GCI Holdings accounts for this upgrade option as a right of return with a reduction of Revenue and Operating expense for handsets expected to be upgraded based on historical data.
−Removed: Data revenue is generated by providing data network access, high-speed internet services, and product sales.
−Removed: Monthly service revenue for data network access and high-speed internet services is billed in advance, recorded as deferred revenue on the balance sheet, and recognized as the associated services are provided to the customer.
−Removed: Internet service excess usage revenue is recognized when the services are provided.
−Removed: GCI Holdings recognizes revenue for product sales when a customer takes possession of the equipment.
−Removed: GCI Holdings provides telecommunications engineering services on a time and materials basis.
−Removed: Revenue is recognized for these services as-invoiced.
+Added: Other revenue consists of video and voice revenue.
Video revenue is generated primarily from residential and business customers that subscribe to GCI Holdings’ cable video plans.
9 unchanged sentences
Some contracts with customers include variable consideration, and may require significant judgment to determine the total transaction price, which impacts the amount and timing of revenue recognized.
−Removed: GCI Holdings uses historical customer data to estimate the amount of variable consideration included in the total transaction price and reassess its estimate at each reporting period.
+Added: GCI Holdings uses historical customer data to estimate the amount of variable consideration included in the total transaction price and reassess its estimate at each reporting
+Added: LIBERTY BROADBAND CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: December 31, 2022 , 2021 and 2020
Any change in the total transaction price due to a change in the estimated variable consideration is allocated to the performance obligations on the same basis as at contract inception.
3 unchanged sentences
Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment.
−Removed: LIBERTY BROADBAND CORPORATION
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: December 31, 2021 , 2020 and 2019
Judgment is required to determine the standalone selling price for each distinct performance obligation.
−Removed: Services and products are generally sold separately, and help establish standalone selling price for services and products GCI Holdings provides.
+Added: Services and products are generally sold separately, which helps establish standalone selling price for services and products GCI Holdings provides.
Remaining Performance Obligations
26 unchanged sentences
Advertising costs generally are expensed as incurred.
−Removed: Advertising expense aggregated $ 5 million for the year ended December 31, 2021 and was not material for the years ended December 31, 2020 and 2019.
+Added: Advertising expense aggregated $ 4 million and $ 5 million for the years ended December 31, 2022 and 2021, respectively, and was not material for the year ended December 31, 2020.
Advertising costs are reflected in the Selling, general and administrative, including stock-based compensation line item in our consolidated statements of operations.
9 unchanged sentences
The effect on deferred tax assets and liabilities of an enacted change in tax rates is recognized in the consolidated statements of operations in the period that includes the enactment date.
−Removed: Due to inherent complexities arising from the nature of our businesses, future changes in income
+Added: Due to inherent complexities arising from the nature of our businesses, future changes in income tax law, tax sharing agreements or variances between our actual and anticipated operating results, we make certain judgments and estimates.
+Added: Therefore, actual income taxes could materially vary from these estimates.
LIBERTY BROADBAND CORPORATION
1 unchanged sentence
December 31, 2022 , 2021 and 2020
−Removed: tax law, tax sharing agreements or variances between our actual and anticipated operating results, we make certain judgments and estimates.
−Removed: Therefore, actual income taxes could materially vary from these estimates.
When the tax law requires interest to be paid on an underpayment of income taxes, the Company recognizes interest expense from the first period the interest would begin accruing according to the relevant tax law.
Such interest expense is included in interest expense in the accompanying consolidated statements of operations.
−Removed: Any accrual of penalties related to underpayment of income taxes on uncertain tax positions is included in other income (expense) in the accompanying consolidated statements of operations.
+Added: Any accrual of penalties related to underpayment of income taxes on uncertain tax positions is included in Other, net in the accompanying consolidated statements of operations.
We recognize in our consolidated financial statements the impact of a tax position, if that position is more likely than not to be sustained upon an examination, based on the technical merits of the position.
5 unchanged sentences
The programs are subject to change by regulatory actions taken by the FCC or legislative actions, therefore, changes to the programs could result in a material decrease in revenue that the Company has recorded.
−Removed: Historical revenue recognized from the programs was 32 %, 29 % and 24 % of GCI Holdings’ revenue for the year ended December 31, 2021, 2020 and 2019, respectively.
+Added: Historical revenue recognized from the programs was 35 %, 32 % and 29 % of GCI Holdings’ revenue for the years ended December 31, 2022, 2021 and 2020, respectively.
The Company had USF net receivables of $ 116 million at December 31, 2022.
See note 14 for more information regarding the rural health care receivables.
−Removed: Contingent Liabilities
+Added: Loss Contingencies
Periodically, we review the status of all significant outstanding matters to assess any potential financial exposure.
14 unchanged sentences
Years ended December 31,
−Removed: number of shares in thousands
+Added: number of shares in millions
Potentially dilutive shares
−Removed: Potential common shares excluded from diluted EPS because their inclusion would be antidilutive for the years ended December 31, 2021, 2020 and 2019 are approximately 694 thousand, 694 thousand and 309 thousand, respectively.
+Added: Potential common shares excluded from diluted EPS because their inclusion would be antidilutive for the years ended December 31, 2022, 2021 and 2020 are approximately 2 million, 1 million and 1 million, respectively.
Reclassifications
3 unchanged sentences
The Company considers (i) the application of the equity method of accounting for its affiliates, (ii) non-recurring fair value measurements of non-financial instruments and (iii) accounting for income taxes to be its most significant estimates.
−Removed: Recently Announced Accounting Pronouncements
+Added: Recently Adopted Accounting Pronouncements
In November 2021, the Financial Accounting Standards Board issued new accounting guidance which will require annual disclosures about certain government transactions that are accounted for by applying a grant or contribution accounting model by analogy, including information about the nature of the transactions, the related policy used to account for the transactions, the amounts applicable to each financial statement line item and any significant terms and conditions of the transactions, including commitments and contingencies.
−Removed: This guidance is effective for fiscal years beginning after December 15, 2021, with early adoption permitted.
−Removed: The Company does not expect a significant impact from the adoption of the standard but is currently evaluating the effect that the updated standard will have on its financial disclosures.
−Removed: (3) Supplemental Disclosures to Consolidated Statements of Cash Flows
+Added: This guidance is effective for annual financial statements issued for periods beginning after December 15, 2021.
+Added: The Company adopted this guidance for the year ended December 31, 2022 (as discussed below).
+Added: Government Assistance
+Added: The Company’s government assistance during the year ended December 31, 2022 primarily consisted of a $ 25 million grant made by the US Department of Agriculture – Rural Utilities Service as part of the ReConnect Program to bring 2,000 Mbps internet speeds and affordable, unlimited data plans to a dozen Aleutian, Alaska Peninsula and Kodiak Island communities.
+Added: For accounting purposes, this grant is accounted for using grant accounting model by analogy to International Accounting Standard 20, Accounting for Government Grants and Disclosure of Government Assistance.
+Added: This grant is recorded as deferred revenue since the primary conditions for the receipt of the grant are the build out and operation of the broadband services over the next 19 years .
+Added: During the year ended December 31, 2022, revenue recorded in the consolidated financial statements was not material.
+Added: Both short-term and long-term deferred revenue have been recorded for the $ 25 million grant received, with approximately $ 24 million recorded as long-term.
LIBERTY BROADBAND CORPORATION
1 unchanged sentence
December 31, 2022 , 2021 and 2020
+Added: (3) Supplemental Disclosures to Consolidated Statements of Cash Flows
Years ended December 31,
20 unchanged sentences
Restricted cash included in other current assets
+Added: Restricted cash included in other long-term assets
Total cash and cash equivalents and restricted cash at end of period
−Removed: Restricted cash primarily relates to cash restricted for use on GCI Holdings’ various arrangements to help fund projects that extended terrestrial broadband service for the first time to rural Northwestern Alaska communities via a high capacity hybrid fiber optic and microwave network.
+Added: Restricted cash primarily relates to cash restricted for use on GCI Holdings’ various arrangements to help fund projects that extended terrestrial broadband service for the first time to rural Alaska communities via a high capacity hybrid fiber optic and microwave network.
(4) Acquisition
47 unchanged sentences
The unaudited pro forma revenue, net earnings and basic and diluted net earnings per common share of Liberty Broadband, prepared utilizing the historical financial statements of Liberty Broadband, giving effect to acquisition accounting related adjustments made at the time of acquisition, as if the acquisition discussed above occurred on January 1, 2019, are as follows:
−Removed: Years ended December 31,
+Added: Year ended December 31,
amounts in millions, except
32 unchanged sentences
The indemnification obligation recorded in the consolidated balance sheets as of December 31, 2022 and December 31, 2021 represents the fair value of the estimated exchange feature included in the 1.75 % Exchangeable Debentures primarily based on observable market data as significant inputs (Level 2).
−Removed: As of December 31, 2021, a holder of the 1.75 % Exchangeable Debentures has the ability to exchange and, accordingly, such indemnification obligation is included as a current liability in the Company’s consolidated balance sheets.
+Added: As of December 31, 2022, a holder of the 1.75 % Exchangeable Debentures has the ability to exchange their debentures on October 5, 2023, and, accordingly, such indemnification obligation is included as a current liability in the Company’s consolidated balance sheets.
The Company’s exchangeable senior debentures are debt instruments with quoted market value prices that are not considered to be traded on “active markets”, as defined in GAAP, and are reported in the foregoing table as Level 2 fair value.
Other Financial Instruments
−Removed: Other financial instruments not measured at fair value on a recurring basis include trade receivables, trade payables, accrued and other current liabilities, current portion of debt (with the exception of the 1.75 % Debentures (defined in note 8)) and long-term debt (with the exception of the 1.25 % Debentures and the 2.75 % Debentures (defined in note 8)).
+Added: Other financial instruments not measured at fair value on a recurring basis include trade receivables, trade payables, accrued and other current liabilities, current portion of debt (with the exception of the 1.25 % Debentures, the 2.75 % Debentures and the 1.75 % Debentures (each as defined in note 8)) and long-term debt.
With the exception of long-term debt, the carrying amount approximates fair value due to the short maturity of these instruments as reported on our consolidated balance sheets.
−Removed: The carrying value of our Margin Loan Facility, the Term Loan A and revolving credit facility borrowings under the Senior Credit Facility and the Wells Fargo Note Payable all bear interest at a variable rate and therefore are also considered to approximate fair value.
+Added: The carrying value of the Margin Loan Facility, Senior Credit Facility and Wells Fargo Note Payable (each as defined in note 8) all bear interest at a variable rate and therefore are also considered to approximate fair value.
LIBERTY BROADBAND CORPORATION
8 unchanged sentences
(1) The Company has elected to account for its exchangeable senior debentures using the fair value option.
−Removed: Changes in the fair value of the exchangeable senior debentures recognized in the consolidated statements of operations are primarily due to market factors driven by changes in the fair value of the underlying shares into which debt is exchangeable.
+Added: Changes in the fair value of the exchangeable senior debentures recognized in the consolidated statements of operations are primarily due to market factors driven by changes in the fair value of the underlying shares into which the debt is exchangeable.
The Company isolates the portion of the unrealized gain (loss) attributable to the change in the instrument specific credit risk and recognizes such amount in other comprehensive income.
−Removed: The change in the fair value of the exchangeable senior debentures attributable to changes in the instrument specific credit risk before tax was a loss of $ 2 million and a gain of $ 9 million for the years ended December 31, 2021 and 2020, respectively.
−Removed: The cumulative change was a gain of $ 7 million as of December 31, 2021.
+Added: The change in the fair value of the exchangeable senior debentures attributable to changes in the instrument specific credit risk before tax was a loss of $ 7 million, a loss of $ 2 million and a gain of $ 9 million for the years ended December 31, 2022, 2021 and 2020, respectively.
+Added: The cumulative change was a gain of less than $ 1 million as of December 31, 2022.
(6) Investment in Affiliates Accounted for Using the Equity Method
9 unchanged sentences
On February 23, 2021, Charter and Liberty Broadband entered into a letter agreement in order to implement, facilitate and satisfy the terms of the Stockholders Agreement with respect to the Equity Cap .
−Removed: Pursuant to this letter agreement, following any month during which Charter purchases, redeems or buys back shares of its Class A common stock, and prior to certain meetings of Charter’s stockholders, Liberty Broadband will be obligated to sell to Charter, and Charter will be obligated to purchase, such number of shares of Class A common stock as is necessary (if any) to reduce Liberty Broadband’s percentage equity interest, on a fully diluted basis, to the Equity Cap (such transaction, a “Charter
+Added: Pursuant to this letter agreement, following any month during which Charter purchases, redeems or buys back shares of its Class A common stock, and prior to certain meetings of Charter’s stockholders, Liberty Broadband will be obligated to sell to Charter, and Charter will be obligated to purchase, such number of shares of Class A common stock as is necessary (if any) to reduce Liberty Broadband’s percentage equity interest, on a fully diluted basis, to the Equity Cap (such transaction, a “Charter Repurchase”).
+Added: The per share sale price for each share of Charter will be equal to the volume weighted average price paid by
LIBERTY BROADBAND CORPORATION
1 unchanged sentence
December 31, 2022 , 2021 and 2020
−Removed: Repurchase”).
−Removed: The per share sale price for each share of Charter will be equal to the volume weighted average price paid by Charter in its repurchases, redemptions and buybacks of its common stock (subject to certain exceptions) during the month prior to the Charter Repurchase (or, if applicable, during the relevant period prior to the relevant meeting of Charter stockholders).
−Removed: Under the terms of the letter agreement, 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 % .
+Added: 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).
+Added: 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.
1 unchanged sentence
During the years ended December 31, 2022, 2021 and 2020, there were dilution losses of $ 63 million, $ 102 million, and $ 184 million, respectively, in the Company’s investment in Charter.
−Removed: The dilution losses are attributable to stock option exercises by employees and other third parties at prices below Liberty Broadband’s book basis per share, partially offset by a gain on dilution related to Charter’s repurchase of Liberty Broadband’s Charter shares during the year ended December 31, 2021.
+Added: The dilution losses were primarily attributable to stock option exercises by employees and other third parties, partially offset by a gain on dilution related to Charter’s repurchase of Liberty Broadband’s Charter shares during the years ended December 31, 2022 and 2021.
The excess basis has been allocated within memo accounts used for equity method accounting purposes as follows (amounts in millions):
6 unchanged sentences
The excess basis of outstanding debt is amortized over the contractual period using the straight-line method.
−Removed: The increase in excess basis for the year ended December 31, 2021, was primarily due to Charter’s share buyback program, partially offset by Liberty Broadband’s participation in Charter’s share buyback program.
+Added: The decrease in excess basis for the year ended December 31, 2022 was primarily due to amortization, as well as the impact of Charter share issuances during the period.
Included in our share of earnings from Charter of $ 1,326 million, $ 1,194 million and $ 713 million for the years ended December 31, 2022, 2021 and 2020, respectively, are $ 232 million, $ 234 million and $ 144 million, respectively, of losses, net of taxes, due to the amortization of the excess basis related to assets with identifiable useful lives and debt.
7 unchanged sentences
Property and equipment, net
−Removed: Intangible assets
+Added: Intangible assets, net
Current liabilities
2 unchanged sentences
Other liabilities
−Removed: Total liabilities and equity
+Added: Total liabilities and shareholders' equity
Consolidated Statements of Operations
21 unchanged sentences
Balance at December 31, 2020
−Removed: Balance at December 31, 2020
Acquisition adjustments during measurement period
Balance at December 31, 2021
−Removed: As of December 31, 2021, the Company’s accumulated goodwill impairment loss was $ 39 million and was all related to reporting units owned prior to the Combination.
+Added: Balance at December 31, 2022
As presented in the accompanying consolidated balance sheets, cable certificates are the majority of the other significant indefinite lived intangible assets.
8 unchanged sentences
Amortization expense for amortizable intangible assets for each of the five succeeding fiscal years is estimated to be (amounts in millions):
−Removed: Years ending December 31,
−Removed: Debt is summarized as follows:
LIBERTY BROADBAND CORPORATION
1 unchanged sentence
December 31, 2022 , 2021 and 2020
+Added: Debt is summarized as follows:
Carrying value
10 unchanged sentences
Margin Loan Facility
−Removed: On May 12, 2021, a bankruptcy remote wholly owned subsidiary of the Company (“ SPV ”) entered into Amendment No.
−Removed: 4 to Margin Loan Agreement and Amendment No.
−Removed: 4 to Collateral Account Control Agreement (the “ Fourth Amendment ”), which amends SPV’s margin loan agreement, dated as of August 31, 2017 (as amended by Amendment No.
−Removed: 1 to Margin Loan Agreement, dated as of August 24, 2018, as further amended by Amendment No.
−Removed: 2 to Margin Loan Agreement and Amendment No.
−Removed: 1 to Collateral Account Control Agreement, dated August 19, 2019, and as further amended by Amendment No.
−Removed: 3 to Margin Loan Agreement and Amendment No.
−Removed: 2 to Collateral Account Control Agreement, dated August 12, 2020, and as otherwise amended, supplemented or modified from time to time, the “ Existing Margin Loan Agreement ”;
−Removed: the Existing Margin Loan Agreement, as amended by the Fourth Amendment, the “ Margin Loan Agreement ”), with a group of lenders.
−Removed: Upon the effectiveness of the Fourth Amendment (the date on which such effectiveness occurred, the “ Fourth Amendment Effective Date ”), the Margin Loan Agreement provided for (x) a term loan credit facility in an aggregate principal amount of $ 1.15 billion (the “ Term Loan Facility ” and proceeds of such facility, the “ Term Loans ”), (y) a revolving credit facility in an aggregate principal amount of $ 1.15 billion (the “ Revolving Loan Facility ” and proceeds of such facility, the “ Revolving Loans ”;
+Added: On November 8, 2022, a bankruptcy remote wholly owned subsidiary of the Company (“ SPV ”) entered into Amendment No.
+Added: 6 to Margin Loan Agreement (the “Sixth Amendment ”), which amends SPV’s margin loan agreement, dated as of August 31, 2017 (as amended by the Sixth Amendment, the “ Margin Loan Agreement ”), with a group of lenders.
+Added: The Margin Loan Agreement provides for (x) a term loan credit facility in an aggregate principal amount of $ 1.15 billion (the “ Term Loan Facility ” and proceeds of such facility, the “ Term Loans ”), (y) a revolving credit facility in an aggregate principal amount of $ 1.15 billion (the “ Revolving Loan Facility ” and proceeds of such facility, the “ Revolving Loans ”;
the Revolving Loans, collectively with the Term Loans, the “ Loans ”) and (z) an uncommitted incremental term loan facility in an aggregate principal amount of up to $ 200 million (collectively, the “Margin Loan Facility”).
−Removed: No additional borrowings under the Margin Loan Agreement were made on the Fourth Amendment Effective Date and, after giving effect to the transactions occurring on such date, there were (i) $ 1.15 billion in Term Loans outstanding under the Term Loan Facility and (ii) $ 0.00 of Revolving Loans outstanding.
−Removed: SPV’s obligations under the Margin Loan Facility are secured by first priority liens on the shares of Charter owned by SPV.
−Removed: On the Fourth Amendment Effective Date, substantially simultaneously but after the effectiveness of the Fourth Amendment, SPV repaid $ 850 million of outstanding Revolving Loans.
−Removed: In the third quarter of 2021, SPV drew down an additional $ 350 million on the Revolving Loans and in the fourth quarter of 2021, SPV repaid $ 200 million on the Revolving Loans.
−Removed: In the third quarter of 2020, SPV drew down an additional $ 125 million on the existing margin loan facilities in place at the time.
−Removed: Upon the completion of the Combination on December 18, 2020, SPV borrowed an additional $ 1.3 billion on the Margin Loan Facility in order to repay an existing margin loan at GCI Liberty.
−Removed: Outstanding borrowings under the Margin Loan Agreement and the Existing Margin Loan Agreement were $ 1.3 billion and $ 2.0 billion as of December 31, 2021 and December 31, 2020, respectively.
−Removed: As of December 31, 2021, SPV was permitted to borrow an additional $ 1.0 billion under the Margin Loan Agreement, subject to certain funding conditions, which may be drawn until five business days prior to the maturity date.
−Removed: The maturity date of the loans under the Margin Loan Agreement is May 12, 2024 (except for any additional loans incurred thereunder to the extent SPV and the incremental lenders agree to a later
−Removed: LIBERTY BROADBAND CORPORATION
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: December 31, 2021 , 2020 and 2019
−Removed: maturity date).
−Removed: Prior to the completion of the Combination, borrowings under the Margin Loan Agreement bore interest at the three-month LIBOR rate plus a per annum spread of 1.5 %, which increased to a per annum spread of 1.85 % from and after the completion of the Combination until the Fourth Amendment Effective Date, when the per annum spread decreased to 1.5 %.
+Added: No additional borrowings under the Margin Loan Agreement were made in connection with the Sixth Amendment.
+Added: SPV’s obligations under the Margin Loan Facility are secured by shares of Charter owned by SPV.
+Added: Effective on October 3, 2022, pursuant to Amendment No.
+Added: 5 to Margin Loan Agreement, an additional 6 million shares of Charter were voluntarily pledged as collateral, which improved the loan to value ratio.
+Added: Outstanding borrowings under the Margin Loan Agreement were $ 1.4 billion and $ 1.3 billion as of December 31, 2022 and December 31, 2021, respectively.
+Added: As of December 31, 2022, SPV was permitted to borrow an additional $ 900 million under the Margin Loan Agreement, subject to certain funding conditions, which may be drawn until five business days prior to the maturity date.
+Added: The maturity date of the loans under the Margin Loan Agreement is May 12, 2024 (except for any additional loans incurred thereunder to the extent SPV and the incremental lenders agree to a later maturity date).
+Added: Prior to the completion of the Combination, borrowings under the Margin Loan Agreement bore interest at the three-month LIBOR rate plus a per annum spread of 1.5 %, which increased to a per annum spread of 1.85 % from and after the completion of the Combination until the Fourth Amendment effective date on May 12, 2021, when the per annum spread decreased to 1.5 %.
The Margin Loan Agreement also provides for customary LIBOR replacement provisions.
2 unchanged sentences
The Margin Loan Agreement does contain restrictions related to additional indebtedness and events of default customary for margin loans of this type.
+Added: LIBERTY BROADBAND CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: December 31, 2022 , 2021 and 2020
SPV’s obligations under the Margin Loan Agreement are secured by first priority liens on a portion of the Company’s ownership interest in Charter, sufficient for SPV to meet the loan to value requirements under the Margin Loan Agreement.
−Removed: The Margin Loan Agreement indicates that no lender party shall have any voting rights with respect to the shares pledged as collateral, except to the extent that a lender party buys any shares in a sale or other disposition made pursuant to the terms of the loan agreements.
−Removed: As of December 31, 2021, 12.3 million shares of Charter with a value of $ 8.0 billion were pledged as collateral pursuant to the Margin Loan Agreement.
+Added: The Margin Loan Agreement indicates that no lender party shall have any voting rights with respect to the shares pledged as collateral, except to the extent that a lender party buys any shares in a sale or other disposition made pursuant to the terms of the loan agreement.
+Added: As of December 31, 2022, 37.3 million shares of Charter common stock with a value of $ 12.7 billion were held in collateral accounts related to the Margin Loan Agreement.
Exchangeable Senior Debentures
7 unchanged sentences
The redemption and purchase price will generally equal 100 % of the adjusted principal amount of the 2.75 % Debentures plus accrued and unpaid interest to the redemption date, plus any final period distribution.
−Removed: As of December 31, 2021, a holder of the 2.75 % Debentures does not have the ability to exchange and, accordingly, the 2.75 % Debentures are classified as long-term debt in the consolidated balance sheets.
+Added: As of December 31, 2022, a holder of the 2.75 % Debentures has the ability to exchange their debentures on October 5, 2023 and, accordingly, the 2.75 % Debentures have been classified as current within the consolidated balance sheet as of December 31, 2022.
On November 23, 2020, the Company closed a private offering of $ 825 million aggregate original principal amount of its 1.25 % Exchangeable Senior Debentures due 2050 (the “ 1.25 % Debentures”), including debentures with an aggregate original principal amount of $ 75 million issued pursuant to the exercise of an option granted to the initial purchasers.
6 unchanged sentences
The redemption and purchase price will generally equal 100 % of the adjusted principal amount of the 1.25 % Debentures plus accrued and unpaid interest to the redemption date, plus any final period distribution.
−Removed: As of December 31, 2021, a holder of the 1.25 % Debentures does not have the ability to exchange and, accordingly, the 1.25 % Debentures are classified as long-term debt in the consolidated balance sheets.
−Removed: In connection with the closing of the Combination on December 18, 2020, the Company assumed GCI Liberty’s outstanding approximately $ 15 million aggregate original principal 1.75 % exchangeable senior debentures due 2046 (the “ 1.75 %
−Removed: LIBERTY BROADBAND CORPORATION
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: December 31, 2021 , 2020 and 2019
−Removed: Debentures) at fair value.
+Added: As of December 31, 2022, a holder of the 1.25 % Debentures has the ability to exchange their debentures on October 5, 2023 and, accordingly, the 1.25 % Debentures have been classified as current within the consolidated balance sheet as of December 31, 2022.
+Added: In connection with the closing of the Combination on December 18, 2020, the Company assumed all of GCI Liberty’s outstanding 1.75 % exchangeable senior debentures due 2046 (the “ 1.75 % Debentures”) with an original outstanding principal amount of $ 15 million at fair value.
The total fair value of the acquired 1.75 % Debentures was approximately $ 26 million.
6 unchanged sentences
Holders of the 1.75 % Debentures also have the right to require the Company to purchase their debentures on October 5, 2023.
−Removed: The redemption and purchase price will generally equal 100 % of the adjusted principal amount of the 1.75 % Debentures plus accrued and unpaid interest.
−Removed: As of December 31, 2021, the holders of the 1.75 % Debentures will have the ability to exchange their debentures for the period from January 1, 2022 through March 31, 2022 given that the trading value of the reference shares exceeded 130 % of the par value for twenty of the last thirty trading days in the fourth quarter of 2021.
−Removed: Given the holders’ ability to exchange the debentures within a one-year period from the balance sheet date and the Company’s option to settle any exchange in cash, shares of Charter Class A common stock, or a combination of cash and shares of Charter Class A common stock, the 1.75 % Debentures have been classified as current within the consolidated balance sheets as of December 31, 2021.
+Added: The redemption and purchase price will generally equal 100 % of the adjusted
+Added: LIBERTY BROADBAND CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: December 31, 2022 , 2021 and 2020
+Added: principal amount of the 1.75 % Debentures plus accrued and unpaid interest.
+Added: As of December 31, 2022, a holder of the 1.75 % Debentures has the ability to exchange their debentures on October 5, 2023 and accordingly, the 1.75 % Debentures have been classified as current within the consolidated balance sheet as of December 31, 2022.
The Company elected to account for all exchangeable senior debentures at fair value in its consolidated financial statements.
−Removed: Accordingly, changes in the fair value of these instruments are recognized in unrealized gains (losses) in the accompanying consolidated statements of operations.
+Added: Accordingly, changes in the fair value of these instruments are recognized in Realized and unrealized gains (losses) on financial instruments, net in the accompanying consolidated statements of operations.
See note 5 for information related to unrealized gains (losses) on debt measured at fair value.
4 unchanged sentences
Interest on the Senior Notes is payable semi-annually in arrears.
−Removed: The Senior Notes are redeemable at the Company’s option, in whole or in part, at a redemption price defined in the respective indentures, and accrued and unpaid interest (if any) to the date of redemption.
+Added: The Senior Notes are redeemable at the Company’s option, in whole or in part, at a redemption price defined in the indenture, and accrued and unpaid interest (if any) to the date of redemption.
The Senior Notes are stated net of an aggregate unamortized premium of $ 28 million at December 31, 2022.
3 unchanged sentences
GCI, LLC is the borrower under the Senior Credit Facility (as defined below).
−Removed: On October 15, 2021, GCI, LLC entered into an Eighth Amended and Restated Credit Agreement (the “Senior Credit Facility”), which includes a $ 550 million revolving credit facility, with a $ 25 million sublimit for standby letters of credit, that matures on October 15, 2026 and a $ 250 million Term Loan A that matures on October 15, 2027.
−Removed: Additionally, the $ 400 million Term Loan B which existed prior to the amendment, was repaid in full using the proceeds from the new Term Loan A together with $ 150 million in borrowings under the revolving credit facility.
+Added: On October 15, 2021, GCI, LLC entered into an Eighth Amended and Restated Credit Agreement (the “Senior Credit Facility”), which includes a $ 550 million revolving credit facility, with a $ 25 million sublimit for standby letters of credit, that matures on October 15, 2026 and a $ 250 million Term Loan A (the “Term Loan A”) that matures on October 15, 2027.
+Added: Additionally, the $ 400 million Term Loan B (the “Term Loan B”) which existed prior to the amendment, was repaid in full using the proceeds from the Term Loan A together with $ 150 million in borrowings under the revolving credit facility.
The revolving credit facility borrowings under the Senior Credit Facility that are alternate base rate loans bear interest at a per annum rate equal to the alternate base rate plus a margin that varies between 0.50 % and 1.75 % depending on GCI, LLC’s total leverage ratio.
2 unchanged sentences
Term Loan A borrowings that are LIBOR loans bear interest at a per annum rate equal to the applicable LIBOR plus a margin that varies between 2.00 % and 3.25 % depending on GCI, LLC’s total leverage ratio.
−Removed: Principal payments are due quarterly on the Term Loan A equal to 0.25 % of the original principal amount, which may step
−Removed: LIBERTY BROADBAND CORPORATION
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: December 31, 2021 , 2020 and 2019
−Removed: up to 1.25 % of the original principal amount of the Term Loan A depending on GCI, LLC’s secured leverage ratio.
+Added: Principal payments are due quarterly on the Term Loan A equal to 0.25 % of the original principal amount, which may step up to 1.25 % of the original principal amount of the Term Loan A depending on GCI, LLC’s secured leverage ratio.
Each loan may be prepaid at any time and from time to time without penalty other than customary breakage costs.
5 unchanged sentences
Term Loan B borrowings that were alternate base rate loans bore interest at a per annum rate equal to the alternate base rate plus a margin of
+Added: LIBERTY BROADBAND CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: December 31, 2022 , 2021 and 2020
Term Loan B borrowings that were LIBOR loans bore interest at a per annum rate equal to the applicable LIBOR plus a margin of 2.75 % with a LIBOR floor of 0.75 % .
4 unchanged sentences
As of December 31, 2022, there was $ 247 million outstanding under the Term Loan A, $ 150 million outstanding under the revolving portion of the Senior Credit Facility and $ 3 million in letters of credit under the Senior Credit Facility, leaving $ 397 million available for borrowing.
−Removed: During the year ended December 31, 2021, GCI, LLC repaid $ 305 million on its revolving credit facility and completed an internal restructuring whereby GCI, LLC transferred the subsidiary that holds the Charter shares to Liberty Broadband parent.
Wells Fargo Note Payable
In connection with the closing of the Combination on December 18, 2020, the Company assumed GCI Holdings’ outstanding $ 6 million under its Wells Fargo Note Payable (as defined below).
+Added: Outstanding borrowings on the Wells Fargo Note Payable were $ 5 million and $ 6 million as of December 31, 2022 and December 31, 2021, respectively.
GCI Holdings issued a note to Wells Fargo that matures on July 15, 2029 and is payable in monthly installments of principal and interest (the "Wells Fargo Note Payable").
6 unchanged sentences
The Company and GCI, LLC are in compliance with all debt maintenance covenants as of December 31, 2022.
−Removed: LIBERTY BROADBAND CORPORATION
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: December 31, 2021 , 2020 and 2019
Five Year Maturities
1 unchanged sentence
Fair Value of Debt
−Removed: The fair value of the Senior Notes was $ 616 million at December 31, 2021.
+Added: The fair value of the Senior Notes was $ 506 million at December 31, 2022 (Level 1).
+Added: LIBERTY BROADBAND CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: December 31, 2022 , 2021 and 2020
Due to the variable rate nature of the Margin Loan, Senior Credit Facility and Wells Fargo Note Payable, the Company believes that the carrying amount approximates fair value at December 31, 2022.
−Removed: Leasing activity was not material to Liberty Broadband until the closing of the Combination with GCI Liberty on December 18, 2020.
−Removed: Prior to the closing of the Combination, Liberty Broadband’s only leases were for office space and accounted for as operating leases.
−Removed: Their impact to the consolidated balance sheet, statements of operations and statements of cash flows was not material for any of the prior years.
In 2016 and 2017, GCI Holdings sold certain tower sites and entered into a master lease agreement in which it leased back space on those tower sites.
9 unchanged sentences
The Company also has the option to terminate certain of its leases early with such options to terminate ranging from as early as 30 days up to 15 years from December 31, 2022.
−Removed: LIBERTY BROADBAND CORPORATION
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: December 31, 2021 , 2020 and 2019
The components of lease cost during the years ended December 31, 2022 2021 and 2020 were as follows:
−Removed: Year ended December 31,
+Added: Years ended December 31,
amounts in millions
2 unchanged sentences
Depreciation of leased assets
−Removed: Interest on lease liabilities
Total finance lease cost
−Removed: (1) Included within operating lease costs were short-term lease costs and variable lease costs, which were not material to the financial statements.
−Removed: Total operating lease cost for the year ended December 31, 2019 was $ 1 million.
+Added: (1) Included within operating lease costs were short-term lease costs and variable lease costs, which were not material to the consolidated financial statements.
+Added: LIBERTY BROADBAND CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: December 31, 2022 , 2021 and 2020
The remaining weighted-average lease term and the weighted-average discount rate were as follows:
−Removed: December 31, 2021
−Removed: December 31, 2020
Weighted-average remaining lease term (years):
4 unchanged sentences
Operating leases
−Removed: LIBERTY BROADBAND CORPORATION
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: December 31, 2021 , 2020 and 2019
Supplemental balance sheet information related to leases was as follows:
16 unchanged sentences
(4) Current obligations under finance leases are included within the Other current liabilities line item in the accompanying consolidated balance sheets.
+Added: LIBERTY BROADBAND CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: December 31, 2022 , 2021 and 2020
Supplemental cash flow information related to leases was as follows:
−Removed: Year ended December 31,
+Added: Years ended December 31,
amounts in millions
1 unchanged sentence
Operating cash outflows from operating leases
−Removed: Operating cash outflows from finance leases
Financing cash outflows from finance leases
1 unchanged sentence
Operating leases
−Removed: Finance leases
−Removed: LIBERTY BROADBAND CORPORATION
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: December 31, 2021 , 2020 and 2019
Future lease payments under finance leases, operating leases and tower obligations with initial terms of one year or more at December 31, 2022 consisted of the following:
13 unchanged sentences
Income tax benefit (expense)
+Added: LIBERTY BROADBAND CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: December 31, 2022 , 2021 and 2020
Income tax benefit (expense) differs from the amounts computed by applying the applicable U.S.
4 unchanged sentences
State and local taxes, net of federal income taxes
+Added: Nontaxable equity contribution
Change in valuation allowance
+Added: Sale of consolidated subsidiary
Change in tax rate - other
2 unchanged sentences
Income tax (expense) benefit
+Added: For the year ended December 31, 2022, the significant reconciling items, as noted in the table above, are primarily due to the nontaxable decrease in the fair value of the indemnification obligation owed to Qurate Retail and tax benefits from the sale of stock of a subsidiary.
For the year ended December 31, 2021, the significant reconciling items, as noted in the table above, are primarily due to a non-deductible litigation settlement and non-deductible executive compensation, partially offset by tax benefits from a change in effective tax rate used to measure deferred taxes on certain Charter shares.
+Added: For the year ended December 31, 2020, the significant reconciling item, as noted in the table above, is primarily the result of a change in the effective state tax rate used to measure deferred taxes due to the Combination.
LIBERTY BROADBAND CORPORATION
1 unchanged sentence
December 31, 2022 , 2021 and 2020
−Removed: For the year ended December 31, 2020, the significant reconciling item, as noted in the table above, is primarily the result of a change in the effective state tax rate used to measure deferred taxes due to the Combination.
−Removed: For the year ended December 31, 2019, the significant reconciling item, as noted in the table above, is the result of state income taxes.
The tax effects of temporary differences and tax attributes that give rise to significant portions of the deferred income tax assets and deferred income tax liabilities are presented below:
4 unchanged sentences
Deferred revenue
−Removed: Operating lease liability
−Removed: Other future deductible amounts
+Added: Operating lease liabilities
Other accrued liabilities
+Added: Other future deductible amounts
Total deferred tax assets
3 unchanged sentences
Intangible assets
+Added: Operating lease ROU assets
Total deferred tax liabilities
1 unchanged sentence
The Company’s valuation allowance decreased $ 6 million in 2022, of which $ 1 million affected tax expense and $ 5 million affected equity.
−Removed: At December 31, 2021, Liberty Broadband had a deferred tax assets of $ 96 million for federal and state net operating losses, capital loss carryforwards, interest expense carryforwards and tax credit carryforwards.
+Added: At December 31, 2022, Liberty Broadband had deferred tax assets of $ 32 million for federal and state net operating losses, interest expense carryforwards and tax credit carryforwards.
Of the $ 32 million, $ 14 million are carryforwards with no expiration.
3 unchanged sentences
As of December 31, 2022, the Company had not recorded tax reserves related to unrecognized tax benefits for uncertain tax positions.
−Removed: As of December 31, 2021, the IRS has completed its examination of Liberty Broadband’s 2018 and 2019 tax years.
+Added: As of December 31, 2022, Liberty Broadband’s federal tax years prior to 2019 are closed.
+Added: However, because Liberty Broadband generated a net operating loss (“NOL”) in 2016, 2017, and 2018, utilization of the NOLs in future years is still subject to adjustment.
+Added: The IRS has completed its examination of Liberty Broadband’s 2019 tax year, however, 2019 remains open until the statute of limitations lapses on October 15, 2023.
+Added: Liberty Broadband’s 2020 and 2021 tax years are not under IRS examination.
+Added: Liberty Broadband’s 2022 tax year is being examined currently as part of the IRS’s Compliance Assurance Process (“CAP”) program.
Because Liberty Broadband’s ownership of Charter is less than the required 80%, Charter is not consolidated with Liberty Broadband for federal income tax purposes.
−Removed: As of December 31, 2021, there are no GCI Liberty tax years under IRS examination.
+Added: As of December 31, 2022, all GCI tax years prior to 2019 are closed.
+Added: However, because GCI generated NOLs in tax years prior to 2019, utilization of the NOLs in future years are subject to adjustment.
+Added: GCI Liberty’s 2019, and 2020 tax years are not currently under IRS examination, but remain “open” until the statute of limitations expires on October 15, 2023 and October 15, 2024, respectively.
Prior to the March 9, 2018 GCI Liberty split-off from Qurate Retail, certain GCI Liberty businesses were part of the Qurate Retail, Inc.
consolidated federal tax group.
−Removed: The IRS has completed its examinations of Qurate Retail’s 2018 tax year.
+Added: Qurate Retail’s tax years prior to 2019 are closed for federal income tax purposes.
Various states are currently examining Qurate’s prior years’ state income tax returns.
15 unchanged sentences
The fair value of Liberty Broadband Preferred Stock of $ 203 million was recorded at the time of the Combination.
+Added: The fair value of Liberty Broadband Preferred Stock as of December 31, 2022 was $ 166 million (Level 1).
The holders of shares of Liberty Broadband Preferred Stock are entitled to receive, when and as declared by the Liberty Broadband board of directors, out of legally available funds, preferential dividends that accrue and cumulate as provided in the certificate of designations for the Liberty Broadband Preferred Stock.
6 unchanged sentences
All series of our common stock participate on an equal basis with respect to dividends and distributions.
−Removed: As of December 31, 2021, Liberty Broadband reserved 4 million shares of Series A, Series B and Series C common stock for issuance under exercise privileges of outstanding stock Awards.
+Added: As of December 31, 2022, Liberty Broadband reserved 4 million shares of Series B and Series C common stock for issuance under exercise privileges of outstanding stock Awards.
LIBERTY BROADBAND CORPORATION
2 unchanged sentences
Purchases of Common Stock
−Removed: There were no repurchases of Liberty Broadband common stock made pursuant to the Company’s authorized repurchase program during the year ended December 31, 2019.
During the year ended December 31, 2020, the Company repurchased 4 million shares of Liberty Broadband Series C common stock for aggregate cash consideration of $ 597 million under the authorized repurchase program.
2 unchanged sentences
There were no repurchases of Series B common stock during the year ended December 31, 2021.
+Added: During the year ended December 31, 2022, the Company repurchased 24.2 million shares of Liberty Broadband Series A and Series C common stock for aggregate cash consideration of $ 2.9 billion.
+Added: There were no repurchases of Series B common stock during the year ended December 31, 2022.
All of the foregoing shares obtained have been retired and returned to the status of authorized and available for issuance.
−Removed: As of December 31, 2021, the Company had $ 669 million available to be used for share repurchases under the Company’s share repurchase program.
+Added: As of December 31, 2022, the Company had approximately $ 2.0 billion available to be used for share repurchases under the Company’s share repurchase program.
+Added: Exchange Agreement with Chairman
+Added: On June 13, 2022, Liberty Broadband entered into an Exchange Agreement with its Chairman of the board of directors, John C.
+Added: Malone, and a revocable trust of which Mr.
+Added: Malone is the sole trustee and beneficiary (the “JM Trust”) (the “Exchange Agreement”), whereby, among other things, Mr.
+Added: Malone agreed to an arrangement under which his aggregate voting power in the Company would not exceed 49 % (the “Target Voting Power”) plus 0.5 % (under certain circumstances).
+Added: The Exchange Agreement provides for exchanges by the Company and Mr.
+Added: Malone or the JM Trust of shares of Liberty Broadband Series B common stock for shares of Liberty Broadband Series C common stock in connection with certain events, including (i) any event that would result in a reduction in the outstanding votes that may be cast by holders of the Company’s voting securities or an increase of Mr.
+Added: Malone’s beneficially-owned voting power in the Company (an “Accretive Event”), in each case, such that Mr.
+Added: Malone’s voting power in the Company would exceed the Target Voting Power plus 0.5 %;
+Added: or (ii) from and after the occurrence of any Accretive Event, in connection with any event that would result in an increase in the outstanding votes that may be cast by holders of the Company’s voting securities or a decrease of Mr.
+Added: Malone’s beneficially-owned voting power in the Company (a “Dilutive Event”), in each case, such that Mr.
+Added: Malone’s voting power in the Company falls below the Target Voting Power less 0.5 %.
+Added: Additionally, the Exchange Agreement contains certain provisions with respect to fundamental events at the Company, meaning any combination, consolidation, merger, exchange offer, split-off, spin-off, rights offering or dividend, in each case, as a result of which holders of Liberty Broadband Series B common stock are entitled to receive securities of the Company, securities of another person, property or cash, or a combination thereof.
+Added: In connection with an Accretive Event, Mr.
+Added: Malone or the JM Trust will be required to exchange with the Company shares of Liberty Broadband Series B common stock (as exchanged, the “Exchanged Series B Shares”) for an equal number of shares of Liberty Broadband Series C common stock (as exchanged, the “Exchanged Series C Shares”) so as to maintain Mr.
+Added: Malone’s voting power as close as possible to, without exceeding, the Target Voting Power, on the terms and subject to the conditions of the Exchange Agreement.
+Added: In connection with a Dilutive Event, Mr.
+Added: Malone and the JM Trust may exchange the Exchanged Series C Shares with the Company for an equal number of shares of Liberty Broadband Series B common stock equal to the lesser of (i) the number of shares of Liberty Broadband Series B common stock which would maintain Mr.
+Added: Malone’s voting power as close as possible to, without exceeding, the Target Voting Power and (ii) the number of Exchanged Series B Shares at such time, on the terms and subject to the conditions of the Exchange Agreement.
+Added: LIBERTY BROADBAND CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: December 31, 2022 , 2021 and 2020
+Added: Under the Exchange Agreement, the JM Trust exchanged 215,647 shares of Liberty Broadband Series B common stock for the same number of Liberty Broadband Series C common stock on June 13, 2022, and exchanged 211,255 shares of Liberty Broadband Series B common stock for the same number of Liberty Broadband Series C common stock on July 19, 2022.
+Added: Additionally, subsequent to December 31, 2022, the JM Trust exchanged 54,247 shares of Liberty Broadband Series B common stock for the same number of Liberty Broadband Series C common stock on January 23, 2023.
(12) Stock-Based Compensation
−Removed: Included in the accompanying consolidated statements of operations are the following amounts of stock-based compensation for the years ended December 31, 2021, 2020 and 2019 (amounts in millions):
−Removed: Selling, general and administrative
+Added: Included in Selling, general and administrative expenses in the accompanying consolidated statements of operations are $ 37 million, $ 41 million and $ 9 million of stock-based compensation during the years ended December 31, 2022, 2021 and 2020, respectively.
Liberty Broadband - Incentive Plans
7 unchanged sentences
such Awards are not granted to individuals who were employed by the Company or its subsidiaries immediately prior to the Effective Date.
−Removed: LIBERTY BROADBAND CORPORATION
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: December 31, 2021 , 2020 and 2019
Awards generally vest over 1 - 5 years and have a term of 7 - 10 years .
2 unchanged sentences
During the years ended December 31, 2022, 2021 and 2020, Liberty Broadband granted 136 thousand, 167 thousand and 389 thousand options, respectively, to purchase shares of Series C Liberty Broadband common stock (“LBRDK”) to our CEO.
−Removed: Such options had a weighted average GDFV of $ 40.05 , $ 38.23 and $ 31.12 per share, respectively, at the time they were granted and vested or will vest, as applicable, on December 31, 2021, December 31, 2024 and December 31, 2023, respectively.
−Removed: The 2020 and 2019 grants include two upfront option grants related to the CEO’s employment agreement.
+Added: Such options had a weighted average GDFV of $ 39.10 , $ 40.05 and $ 38.23 per share, respectively, at the time they were granted and vested or will vest, as applicable, on December 30, 2022, December 31, 2021 and December 31, 2020, respectively, except that the 2020 grants included one upfront option grant related to the CEO’s employment agreement that vests on December 31, 2024.
See discussion in note 1 regarding the compensation agreement with the Company’s CEO.
2 unchanged sentences
This RSU grant was issued in lieu of our CEO receiving 50 % of his remaining base salary for the last three quarters of calendar year 2020, and he waived his right to receive the other 50 %, in each case, in light of the ongoing financial impact of COVID-19.
−Removed: During the year ended December 31, 2019, Liberty Broadband granted 25 thousand performance-based RSUs of LBRDK to our CEO.
−Removed: The RSUs had a GDFV of $ 88.99 per share at the time they were granted and cliff vested one year from the month of grant, subject to satisfaction of certain performance objectives.
−Removed: Performance objectives, which are subjective, are considered in determining the timing and amount of compensation expense recognized.
−Removed: When the satisfaction of the performance objectives becomes probable, the Company records compensation expense.
−Removed: The probability of satisfying the performance objectives is assessed at the end of each reporting period.
+Added: LIBERTY BROADBAND CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: December 31, 2022 , 2021 and 2020
During the years ended December 31, 2022, 2021 and 2020, Liberty Broadband granted to its employees 11 thousand, 30 thousand and 151 thousand options, respectively, to purchase shares of LBRDK.
−Removed: Such options had a weighted average GDFV of $ 40.61 , $ 41.06 and $ 32.21 per share, respectively, and vest between t wo and five years .
+Added: Such options had a weighted average GDFV of $ 30.43 , $ 40.61 and $ 41.06 per share, respectively, and vest between t wo and four years .
During the years ended December 31, 2022, 2021 and 2020, Liberty Broadband granted 24 thousand, 26 thousand and 15 thousand options, respectively, to purchase shares of LBRDK to its non-employee directors with a weighted average GDFV of $ 30.43 , $ 41.71 and $ 37.78 per share, respectively, which mainly cliff vest over a one year vesting period.
−Removed: There were no options to purchase shares of Series A Liberty Broadband common stock (“LBRDA”) or Series B Liberty Broadband common stock (“LBRDB”) granted during 2021, 2020 or 2019.
+Added: During the years ended December 31, 2022, 2021 and 2020, Liberty Broadband granted 227 thousand, 79 thousand and 17 thousand time-based and performance-based RSUs, respectively, of LBRDK to its employees, employees of subsidiaries and non-employee directors.
+Added: The RSUs had a weighted average GDFV of $ 120.70 , $ 153.34 and $ 115.62 per share, respectively.
+Added: The time-based RSUs generally vest between one and four years for employees and employees of subsidiaries and in one year for directors.
+Added: The performance-based RSUs cliff vest one year from the month of grant, subject to the satisfaction of certain performance objectives.
+Added: Performance objectives, which are subjective, are considered in determining the timing and amount of the compensation expense recognized.
+Added: When the satisfaction of the performance objectives becomes probable, the Company records compensation expense.
+Added: The probability of satisfying the performance objectives is assessed at the end of each reporting period.
+Added: There were no options to purchase shares of Series A Liberty Broadband common stock (“LBRDA”) or Series B Liberty Broadband common stock (“LBRDB”) granted during 2022, 2021 and 2020.
The Company has calculated the GDFV for all of its equity classified awards and any subsequent re-measurement of its liability classified awards using the Black-Scholes Model.
8 unchanged sentences
Except as described above, all other terms and restrictions of the LBRDK/B stock options are the same as the corresponding original GLIBA/B stock options.
−Removed: LIBERTY BROADBAND CORPORATION
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: December 31, 2021 , 2020 and 2019
Each outstanding GLIBA RSU was converted to 0.58 of a corresponding LBRDK RSU, rounded down to the nearest whole LBRDK RSU.
6 unchanged sentences
All terms of the LBRDP RSAs are subject to the same terms and restrictions as those applicable to the corresponding original GLIBP RSAs.
+Added: LIBERTY BROADBAND CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: December 31, 2022 , 2021 and 2020
Liberty Broadband – Outstanding Awards
−Removed: The following table presents the number and weighted average exercise price (“WAEP”) of Awards to purchase Liberty Broadband common stock granted to certain officers, employees and directors of the Company, as well as the weighted average remaining life and aggregate intrinsic value of the Awards.
+Added: The following table presents the number and weighted average exercise price (“WAEP”) of options to purchase Liberty Broadband common stock granted to certain officers, employees and directors of the Company, as well as the weighted average remaining life and aggregate intrinsic value of the options.
(in thousands)
4 unchanged sentences
Exercisable at December 31, 2022
−Removed: As of December 31, 2021, Liberty Broadband also had 1 thousand LBRDA options outstanding and exercisable at a WAEP of $ 35.81 and a weighted average remaining contractual life of 1.0 year.
−Removed: During the year ended December 31, 2021, our CEO exercised 370 thousand LBRDB options at an exercise price of $ 97.21 per share.
−Removed: Immediately following this exercise, the resulting LBRDB shares were exchanged for the same number of LBRDK shares pursuant to the terms of a stipulation and order where Mr.
+Added: As of December 31, 2022, there were no outstanding LBRDA options to purchase shares of LBRDA common stock.
+Added: During the years ended December 31, 2022 and 2021, our CEO exercised 37 thousand and 370 thousand LBRDB options at an exercise price of $ 97.21 per share for each exercise.
+Added: Immediately following these exercises, the resulting LBRDB shares were exchanged for the same number of LBRDK shares pursuant to the terms of a stipulation and order where Mr.
Maffei agreed to exchange LBRDB shares for LBRDK shares following the exercise of certain stock options.
−Removed: As of December 31, 2021, Liberty Broadband had 352 thousand LBRDB options outstanding and exercisable at a WAEP of $ 96.35 , a weighted average remaining contractual life of 2.2 years and aggregate intrinsic value of $ 23 million.
+Added: As of December 31, 2022, Liberty Broadband had 315 thousand LBRDB options outstanding and exercisable at a WAEP of $ 96.25 , a weighted average remaining contractual life of 1.4 years and aggregate intrinsic value of zero .
As of December 31, 2022, the total unrecognized compensation cost related to unvested Liberty Broadband Awards was approximately $ 41 million.
Such amount will be recognized in the Company’s consolidated statements of operations over a weighted average period of approximately 1.1 years.
−Removed: As of December 31, 2021, Liberty Broadband reserved 4 million shares of Series A, Series B and Series C common stock for issuance under exercise privileges of outstanding stock Awards.
−Removed: LIBERTY BROADBAND CORPORATION
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: December 31, 2021 , 2020 and 2019
+Added: As of December 31, 2022, Liberty Broadband reserved approximately 4 million shares of Series B and Series C common stock for issuance under exercise privileges of outstanding stock options.
Liberty Broadband – Exercises
2 unchanged sentences
The aggregate fair value of all LBRDA, LBRDK and LBRDP RSAs and RSUs that vested during the years ended December 31, 2022, 2021 and 2020 was $ 18 million, $ 28 million and $ 5 million, respectively.
−Removed: As of December 31, 2021, the Company had approximately 261 thousand unvested RSAs and RSUs of LBRDA, LBRDK and LBRDP held by certain directors, officers and employees of the Company with a weighted average GDFV of $ 150.51 per share.
+Added: As of December 31, 2022, the Company had approximately 306 thousand unvested RSAs and RSUs of LBRDA and LBRDK held by certain directors, officers and employees of the Company with a weighted average GDFV of $ 130.71 per share.
+Added: LIBERTY BROADBAND CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: December 31, 2022 , 2021 and 2020
(13) Employee Benefit Plans
6 unchanged sentences
In the event the Company is unable to provide the minimum service levels, it may incur penalties or issue credits to customers.
+Added: Charter and Liberty Broadband - Delaware Litigation
+Added: In August 2015, a purported stockholder of Charter, Matthew Sciabacucchi, filed a lawsuit in the Delaware Court of Chancery, on behalf of a putative class of Charter stockholders, challenging the transactions involving Charter, Time Warner Cable Inc., Advance/Newhouse Partnership, and Liberty Broadband announced by Charter on May 26, 2015.
+Added: The lawsuit, which named as defendants Liberty Broadband, Charter and the board of directors of Charter, alleged that the transactions resulted from breaches of fiduciary duty by Charter’s directors and that Liberty Broadband improperly benefited from the challenged transactions at the expense of other Charter stockholders.
+Added: In January 2023, and in advance of the expenditure of significant time and costs, the parties reached a tentative agreement to settle the lawsuit.
+Added: The settlement is subject to preliminary and final approval by the court and will result in a net payment to Charter as a result of the settlement of the derivative claims by the plaintiffs.
+Added: Liberty Broadband expects to pay approximately $ 38 million to Charter as a result of the tentative settlement, which has been accrued as a current liability in the consolidated balance sheet and recorded as a litigation settlement expense within operating income in the consolidated statements of operations.
+Added: There can be no assurance that this tentative settlement will be finalized and approved by the court.
+Added: Pending finalization of the settlement and in the event the settlement is not finalized and approved by the court, Charter and Liberty Broadband will continue to vigorously defend this lawsuit.
General Litigation
59 unchanged sentences
On May 24, 2021, the FCC approved the cost studies submitted by GCI Holdings for the funding year ended June 30, 2021.
−Removed: Subsequently, on August 16, 2021, GCI submitted a request for approval of rates for 17 additional sites, which remains pending.
+Added: 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.
+Added: The rest remain pending.
RHC Program Funding Cap.
3 unchanged sentences
Enforcement Bureau and Related Inquiries.
−Removed: On March 23, 2018, GCI Holdings received a letter of inquiry and request for information from the Enforcement Bureau of the FCC relating to the period beginning January 1, 2015 and including all future periods, to which it is in the process of responding.
−Removed: This includes inquiry into the rates charged by GCI Holdings, and presently it is unable to assess the ultimate outcome of this rate inquiry.
−Removed: Other aspects related to the Enforcement Bureau’s review of GCI Holdings’ compliance with program rules are discussed separately below.
+Added: 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.
+Added: 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.
8 unchanged sentences
On July 14, 2021, the DOJ issued a Civil Investigative Demand with regard to the qui tam action.
−Removed: GCI Holdings continues to work with the FCC and the DOJ to resolve all enforcement inquiries discussed above.
−Removed: 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
+Added: 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
LIBERTY BROADBAND CORPORATION
1 unchanged sentence
December 31, 2022 , 2021 and 2020
−Removed: with the RHC Program rules.
−Removed: GCI Holdings also identified certain contracts where additional loss was reasonably possible and such loss could range from zero to $ 44 million.
+Added: complying with the RHC Program rules.
+Added: 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.
+Added: 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.
−Removed: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: GCI Holdings notified the FCC’s Enforcement Bureau of the potential compliance issues;
+Added: 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.
Off-Balance Sheet Arrangements
−Removed: Liberty Broadband did not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the Company’s financial condition, results of operations, liquidity, capital expenditures or capital resources.
+Added: Liberty Broadband did not have any off-balance sheet arrangements, except for those matters discussed above, that have, or are reasonably likely to have, a current or future effect on the Company’s financial condition, results of operations, liquidity, capital expenditures or capital resources.
(15) Segment Information
Liberty Broadband identifies its reportable segments as (A) those consolidated companies that represent 10% or more of its consolidated annual revenue, annual Adjusted OIBDA or total assets and (B) those equity method affiliates whose share of earnings or losses represent 10% or more of Liberty Broadband’s annual pre-tax earnings (losses).
−Removed: During the first quarter of 2021, as a result of the closing of the Combination on December 18, 2020, Skyhook Holding, Inc., a wholly owned subsidiary of the Company, is no longer significant to the Company and has been included in Corporate and other for presentation purposes.
−Removed: The revised segment reporting structure includes the following reportable segments:
−Removed: (1) GCI Holdings and (2) Charter.
−Removed: All prior period segment disclosure information has been reclassified to conform to the current reporting structure.
−Removed: These reclassifications had no effect on our consolidated financial statements in any period.
Liberty Broadband evaluates performance and makes decisions about allocating resources to its operating segments based on financial measures such as revenue and Adjusted OIBDA.
6 unchanged sentences
Liberty Broadband generally accounts for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at current prices.
−Removed: For the year ended December 31, 2021, Liberty Broadband has identified the following consolidated company and equity method investment as its reportable segments:
−Removed: ● GCI Holdings – a wholly owned subsidiary of the Company that provides a full range of wireless, data, video, voice, and managed services to residential, businesses, governmental entities, and educational and medical institutions primarily in Alaska.
−Removed: ● Charter—an equity method investment that is one of the largest providers of cable services in the United States, offering a variety of entertainment, information and communications solutions to residential and commercial customers.
LIBERTY BROADBAND CORPORATION
1 unchanged sentence
December 31, 2022 , 2021 and 2020
+Added: For the year ended December 31, 2022, Liberty Broadband has identified the following consolidated company and equity method investment as its reportable segments:
+Added: ● GCI Holdings – a wholly owned subsidiary of the Company that provides a full range of data, wireless, video, voice, and managed services to residential, businesses, governmental entities, and educational and medical institutions primarily in Alaska.
+Added: ● Charter—an equity method investment that is one of the largest providers of cable services in the United States, offering a variety of entertainment, information and communications solutions to residential and commercial customers.
Liberty Broadband’s operating segments are strategic business units that offer different products and services.
18 unchanged sentences
Consolidated Liberty Broadband
+Added: LIBERTY BROADBAND CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: December 31, 2022 , 2021 and 2020
Revenue by Geographic Area
3 unchanged sentences
Other countries
−Removed: LIBERTY BROADBAND CORPORATION
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: December 31, 2021 , 2020 and 2019
The following table provides a reconciliation of Adjusted OIBDA to Operating income (loss) and earnings (loss) before income taxes:
11 unchanged sentences
Realized and unrealized gains (losses) on financial instruments, net
+Added: Gain (loss) on dispositions, net
Earnings (loss) before income taxes
49 unchanged sentences
4 to Collateral Account Control Agreement, dated as of May 12, 2021 (incorporated by reference to Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 filed on August 6, 2021 (File No.
+Added: Form of Amendment Agreement to Margin Loan Agreement, dated as of August 31, 2017, among LBC Cheetah 6, LLC, as Borrower, and the various parties thereto, dated as of September 30, 2022 (incorporated by reference to Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 filed on November 4, 2022 (File No.
+Added: Form of Amendment No.
+Added: 6 to Margin Loan Agreement, dated as of November 8, 2022.*
Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.8 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020 filed on February 26, 2021 (File No.
16 unchanged sentences
3 to Liberty Broadband Corporation’s Schedule 13D in respect of common stock of Charter Communications, Inc., filed on May 26, 2016 (File No.
−Removed: Proxy and Right of First Refusal Agreement, dated as of May 18, 2016, by and among Liberty Broadband Corporation, Advance/Newhouse Partnership, Charter Communications, Inc.
−Removed: and CCH I, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 20, 2016 (File No.
Aircraft Time Sharing Agreements, dated as of November 6, 2015, by and between Liberty Broadband Corporation and Liberty Media Corporation (incorporated by reference to Exhibit 10.19 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 filed on February 12, 2016 (File No.
38 unchanged sentences
1 to Reorganization Agreement, dated as of July 19, 2017, by and among Liberty Interactive Corporation, Liberty Interactive LLC, and General Communication, Inc.
−Removed: (incorporated by reference to Exhibit 10.4 to GCI Liberty, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 filed on November 2, 2017 (File No.
+Added: (incorporated by
+Added: reference to Exhibit 10.4 to GCI Liberty, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 filed on November 2, 2017 (File No.
Amendment No.
2 to Reorganization Agreement, dated as of November 8, 2017, by and among Liberty Interactive Corporation, Liberty Interactive LLC and General Communication, Inc.
−Removed: (incorporated by
−Removed: reference to Exhibit 10.1 to GCI Liberty, Inc.’s Current Report on Form 8-K filed on November 9, 2017 (File No.
+Added: (incorporated by reference to Exhibit 10.1 to GCI Liberty, Inc.’s Current Report on Form 8-K filed on November 9, 2017 (File No.
GCI Liberty, Inc.
12 unchanged sentences
001-36713)) .
+Added: Exchange Agreement, dated as of June 13, 2022, by and among John C.
+Added: Malone, the John C.
+Added: Malone 1995 Revocable Trust U/A DTD 3/6/1995 and Liberty Broadband Corporation (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on June 13, 2022 (File No.
Subsidiaries of Liberty Broadband Corporation.*
45 unchanged sentences
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.