82 unchanged sentences
We recalculated the excess basis amortization.
−Removed: Sufficiency of audit evidence over certain data, wireless, video, and voice 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 $981 million for the year ended December 31, 2023, which included $904 million of revenue related to data, wireless, video, and voice services at GCI Holdings.
+Added: Sufficiency of audit evidence over certain data, wireless, and other 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 $1,016 million for the year ended December 31, 2024, which included $940 million of revenue related to data, wireless, and other revenue 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 data, wireless, video, and voice revenue streams at GCI Holdings as a critical audit matter.
+Added: We identified the evaluation of sufficiency of audit evidence over certain data, wireless, and other 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.
3 unchanged sentences
We applied auditor judgment to determine the nature and extent of procedures to be performed over revenue.
−Removed: For each revenue stream where procedures were performed, we (1) 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, and (2) assessed the recorded revenue for a selection of transactions by comparing the amounts recognized to underlying documentation, including evidence of contracts with customers.
+Added: For each revenue stream where procedures were performed, we:
+Added: — 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, and other revenue streams
+Added: — assessed the recorded revenue for a selection of transactions by comparing the amounts recognized to underlying documentation, including evidence of contracts with customers.
For one revenue stream, we performed a software-assisted data analysis to test relationships among certain revenue transactions.
32 unchanged sentences
Deferred revenue
−Removed: Current portion of debt, including zero and $ 1,373 measured at fair value, respectively (note 7)
−Removed: Indemnification obligation (note 4)
+Added: Current portion of debt
Other current liabilities
Total current liabilities
−Removed: Long-term debt, net, including $ 1,255 and zero measured at fair value, respectively (note 7)
+Added: Long-term debt, net, including $ 1,897 and $ 1,255 measured at fair value, respectively (note 7)
Obligations under tower obligations and finance leases, excluding current portion (note 8)
53 unchanged sentences
Credit risk on fair value debt instruments gains (loss)
+Added: Recognition of previously unrealized losses (gains) on debt, net
Other comprehensive earnings (loss), net of taxes
35 unchanged sentences
Repurchases of Liberty Broadband common stock
−Removed: Indemnification payment to Qurate Retail
+Added: Indemnification payment to QVC Group
Other financing activities, net
Net cash provided by (used in) financing activities
−Removed: Net increase (decrease) in cash, cash equivalents and restricted cash
−Removed: Cash, cash equivalents and restricted cash, beginning of period
−Removed: Cash, cash equivalents and restricted cash, end of period
+Added: Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents
+Added: Cash, cash equivalents, restricted cash and restricted cash equivalents, beginning of period
+Added: Cash, cash equivalents, restricted cash and restricted cash equivalents, end of period
See accompanying notes to consolidated financial statements .
31 unchanged sentences
The accompanying consolidated financial statements include the accounts of Liberty Broadband Corporation and its controlled subsidiaries (collectively, "Liberty Broadband," the "Company," “us,” “we,” or “our” unless the context otherwise requires).
−Removed: Liberty Broadband Corporation is primarily comprised of GCI Holdings, LLC (“GCI Holdings” or “GCI”), a wholly owned subsidiary, and an equity method investment in Charter Communications, Inc.
+Added: Liberty Broadband is primarily comprised of GCI Holdings, LLC (“GCI Holdings” or “GCI”), a wholly owned subsidiary, and an equity method investment in Charter Communications, Inc.
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.
5 unchanged sentences
On December 18, 2020, GCI Liberty, Inc.
−Removed: (“GCI Liberty”), the parent company of GCI Holdings, was acquired by Liberty Broadband (the “Combination”).
+Added: (“GCI Liberty”), the parent company of GCI Holdings, was acquired by Liberty Broadband.
Skyhook Holdings, Inc.
2 unchanged sentences
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.
−Removed: Included in Revenue in the accompanying consolidated statements of operations is $ 6 million and $ 18 million for the years ended December 31, 2022 and 2021, respectively, related to Skyhook.
−Removed: Included in Net earnings (loss) in the accompanying consolidated statement of operations are earnings of $ 4 million and less than $ 1 million for the years ended December 31, 2022 and 2021, respectively, related to Skyhook.
−Removed: Spin-Off Arrangements
+Added: Included in Revenue in the accompanying consolidated statements of operations is $ 6 million for the year ended December 31, 2022 related to Skyhook.
+Added: Included in Net earnings (loss) in the accompanying consolidated statement of operations are earnings of $ 4 million for the year ended December 31, 2022 related to Skyhook.
+Added: Recent Events
+Added: On November 11, 2024, Gregory B.
+Added: Maffei , the Company’s President and Chief Executive Officer, and a member of the Board of Directors of Liberty Broadband, notified Liberty Broadband that he would be stepping down from these roles at the end of 2024.
+Added: Liberty Broadband’s Chairman, John C.
+Added: Malone, has assumed the additional role of interim Chief Executive Officer of Liberty Broadband effective January 1, 2025.
+Added: On November 12, 2024, the Company entered into a definitive agreement (the “Merger Agreement”) under which Charter has agreed to acquire Liberty Broadband (the “Combination”, together with the other transactions contemplated by the Merger Agreement, the “Transactions”).
+Added: Under the terms of the Merger Agreement, each holder of Liberty Broadband Series A common stock, Series B common stock, and Series C common stock (collectively, “Liberty Broadband common stock”) will receive 0.236 of a share of Charter Class A common stock per share of Liberty Broadband common stock held, with cash to be issued in lieu of fractional shares.
+Added: Each holder of Liberty Broadband Series A cumulative redeemable preferred stock (“Liberty Broadband preferred stock”) will receive one share of newly issued Charter Series A cumulative redeemable preferred stock (“Charter preferred stock”) per share of Liberty Broadband preferred stock held.
+Added: The Charter preferred stock will substantially mirror the current terms of the Liberty Broadband preferred stock, including a mandatory redemption date of March 8, 2039.
+Added: As a condition to closing the Combination, Liberty Broadband has agreed to divest the business of GCI (the “GCI business”) by way of a distribution to the holders of Liberty Broadband common stock prior to the closing of the Combination (the “GCI Divestiture”).
+Added: The GCI Divestiture is expected to be taxable to Liberty Broadband and its stockholders, with Charter bearing the corporate level tax liability upon completion of the Combination.
+Added: However, to the extent such corporate level tax
+Added: LIBERTY BROADBAND CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: December 31, 2024 , 2023 and 2022
+Added: liability exceeds $ 420 million, Charter will be entitled under a tax receivables agreement to the portion of the tax benefits realized by GCI corresponding to such excess.
+Added: The companies currently expect the Combination to close on June 30, 2027 unless otherwise agreed, subject to the completion of the GCI Divestiture and other customary closing conditions.
+Added: As a result of the Transactions, as of November 12, 2024, Charter expects to retire the approximately 45.6 million shares of Charter Class A common stock owned by Liberty Broadband as of that date and to issue approximately 34.0 million shares of Charter Class A common stock to holders of Liberty Broadband common stock at the closing, resulting in a net decrease of approximately 11.5 million shares of Charter Class A common stock outstanding.
+Added: As of November 12, 2024, Liberty Broadband had existing debt of $ 2.6 billion (excluding debt at GCI) that will be repaid prior to closing or assumed by Charter, and $ 180 million in aggregate liquidation preference of Liberty Broadband preferred stock that will be converted into an equal amount of Charter preferred stock in the Combination.
+Added: In addition, in connection with the entry into the Merger Agreement, Charter, Liberty Broadband and Advance/Newhouse Partnership (“A/N”) entered into an amendment (the “Stockholders and Letter Agreement Amendment”) to (i) that certain Second Amended and Restated Stockholders Agreement, dated as of May 23, 2015 (as amended, the “Stockholders Agreement”), by and among Charter, Liberty Broadband, and A/N, and (ii) that certain Letter Agreement, dated as of February 23, 2021 (the “Letter Agreement”), by and between Charter and Liberty Broadband.
+Added: Pursuant to the Stockholders and Letter Agreement Amendment, each month during the pendency of the proposed Transactions under the Merger Agreement, Charter will repurchase shares of Charter Class A common stock from Liberty Broadband in an amount equal to the greater of (i) $ 100 million and (ii) an amount such that immediately after giving effect thereto, Liberty Broadband would have sufficient cash to satisfy certain obligations as set forth in the Stockholders and Letter Agreement Amendment and Merger Agreement, provided that if any repurchase would reduce Liberty Broadband’s equity interest in Charter below 25.25 % after giving effect to such repurchase or if all or a portion of such repurchase is not permitted under applicable law, then Charter shall instead loan to Liberty Broadband an amount equal to the lesser of (x) the repurchase amount that cannot be repurchased and (y) an agreed minimum liquidity threshold as set forth in the Stockholders and Letter Agreement Amendment less the repurchase amount that is repurchased, with such loan to occur on the terms set forth in the Stockholders and Letter Agreement Amendment.
+Added: Liberty Broadband will remain subject to the existing voting cap of 25.01 % as described in note 5.
+Added: Proceeds from share repurchases applied to debt service are expected to be tax free.
+Added: At the virtual special meeting held on February 26, 2025, the requisite holders of Liberty Broadband’s Series A common stock, Series B common stock and Series A cumulative redeemable preferred stock, approved the adoption of the Merger Agreement, pursuant to which, among other things, Liberty Broadband will combine with Charter and divest of the GCI business.
+Added: Historical Spin-Off Arrangements
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”).
−Removed: In connection with the Broadband Spin-Off, Liberty and Liberty Broadband entered into certain agreements in order to govern certain of the ongoing relationships between the two companies and to provide for an orderly transition, including a services agreement and a facilities sharing agreement.
−Removed: Additionally, in connection with a prior transaction, GCI Liberty and Qurate Retail, Inc.
−Removed: (“Qurate Retail”) entered into a tax sharing agreement, which was assumed by Liberty Broadband as a result of the Combination.
−Removed: The tax sharing agreement provides for the allocation and indemnification of tax liabilities and benefits between Qurate Retail and Liberty Broadband and other agreements related to tax matters.
+Added: In connection with the Broadband Spin-Off, Liberty and Liberty Broadband entered into certain agreements in order to govern certain of the ongoing relationships between the two companies and to provide for an orderly transition, including a tax sharing agreement, services agreement and a facilities sharing agreement.
+Added: Additionally, in connection with a prior transaction, GCI Liberty and QVC Group, Inc., formerly Qurate Retail, Inc.
+Added: (“QVC Group”) entered into a tax sharing agreement, which was assumed by Liberty Broadband as a result of the combination of GCI Liberty and Liberty Broadband.
+Added: The tax sharing agreement provides for the allocation and indemnification of tax liabilities and benefits between QVC Group and Liberty Broadband and other agreements related to tax matters.
Under the facilities sharing agreement, Liberty Broadband shares office space with Liberty and related amenities at Liberty’s corporate headquarters.
1 unchanged sentence
Liberty Broadband reimburses Liberty for direct, out-of-pocket expenses incurred by Liberty in providing these services which are negotiated semi-annually, as necessary.
−Removed: Pursuant to the services agreement, in connection with Liberty’s employment arrangement with Gregory B.
−Removed: Maffei, the Company’s President and Chief Executive Officer, components of Mr.
−Removed: Maffei’s compensation are either paid directly to him or reimbursed to Liberty, based on allocations set forth in the services agreement.
+Added: Pursuant to the services agreement, in connection with Liberty’s employment
LIBERTY BROADBAND CORPORATION
1 unchanged sentence
December 31, 2024 , 2023 and 2022
−Removed: For the years ended December 31, 2023, 2022 and 2021, the allocation percentage for Liberty Broadband was 23 %, 33 % and 37 %, respectively, but is subject to adjustment on an annual basis and upon the occurrence of certain events.
+Added: arrangement with Mr.
+Added: Maffei, the Company’s President and Chief Executive Officer through 2024, components of Mr.
+Added: Maffei’s compensation were either paid directly to him or reimbursed to Liberty, based on allocations set forth in the services agreement.
+Added: For the years ended December 31, 2024, 2023 and 2022, the allocation percentage for Liberty Broadband was 23 %, 23 % and 33 %, respectively.
Under these various agreements, amounts reimbursable to Liberty were approximately $ 7 million and $ 7 million for the years ended December 31, 2024 and 2023, respectively.
−Removed: Liberty Broadband had a tax sharing receivable with Qurate Retail of approximately $ 16 million and $ 7 million as of December 31, 2023 and 2022, respectively, included in Other assets.
+Added: Liberty Broadband had a tax sharing receivable with QVC Group of approximately $ 20 million and $ 16 million as of December 31, 2024 and 2023, respectively, included in Other assets.
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 and the Company’s interest in Charter, as well as certain other assets and liabilities.
1 unchanged sentence
(2) Summary of Significant Accounting Policies
−Removed: Cash and Cash Equivalents
+Added: Cash and Cash Equivalents and Restricted Cash and Restricted Cash Equivalents
Cash consists of cash deposits held in global financial institutions.
3 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.
+Added: Restricted cash and restricted cash equivalents are cash and highly liquid investments, respectively, that are restricted for usage.
+Added: The majority of the Company’s restricted cash and restricted cash equivalents balance at December 31, 2024 relates to the proceeds from sales of Charter shares occurring after the Merger Agreement was entered into, which are restricted for use to settle Liberty Broadband debt and/or pay interest on Liberty Broadband debt pursuant to the Stockholders and Letter Agreement Amendment, as defined and more fully described in note 5.
+Added: The Company classifies the restricted cash and restricted cash equivalents from sales of Charter shares as noncurrent to align with the noncurrent classification of the debt and has included it in Other assets, net line item in the accompanying consolidated balance sheets.
+Added: There is also 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.
+Added: The restricted cash associated with those agreements is classified as current or noncurrent dependent on the terms and timelines of those contracts.
+Added: See note 3 for more information on restricted cash and restricted cash equivalents.
Accounts Receivable and Allowance for Credit Losses
7 unchanged sentences
When a specific identification method is used, potentially uncollectible accounts due to bankruptcy or other issues are reviewed individually for collectability.
−Removed: Write-offs of accounts receivable balances occur when the Company deems the receivables are uncollectible.
+Added: Write-offs of accounts
+Added: LIBERTY BROADBAND CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: December 31, 2024 , 2023 and 2022
+Added: receivable balances occur when the Company deems the receivables are uncollectible.
The Company does not have any off-balance-sheet credit exposure related to its customers.
2 unchanged sentences
of recoveries
−Removed: LIBERTY BROADBAND CORPORATION
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: December 31, 2023 , 2022 and 2021
−Removed: Derivative Instruments and Hedging Activities
−Removed: All of the Company’s derivatives, whether designated in hedging relationships or not, are recorded on the balance sheet at fair value.
−Removed: None of the Company’s derivatives are currently designated as hedges, as a result, changes in the fair value of the derivative are recognized in earnings.
−Removed: The fair value of certain of the Company’s derivative instruments are estimated using the Black Scholes Merton option-pricing model (“Black-Scholes model”).
−Removed: The Black-Scholes model incorporates a number of variables in determining such fair values, including expected volatility of the underlying security and an appropriate discount rate.
−Removed: The Company obtained volatility rates from pricing services based on the expected volatility of the underlying security over the remaining term of the derivative instrument.
−Removed: A discount rate was obtained at the inception of the derivative instrument and updated each reporting period, based on the Company’s estimate of the discount rate at which it could currently settle the derivative instrument.
−Removed: 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.
−Removed: The Company had no outstanding derivative instruments at December 31, 2023 or December 31, 2022.
Investments in Equity Method Affiliates
20 unchanged sentences
See note 5 for additional discussion regarding our investment in Charter.
+Added: Other Investments
+Added: All marketable equity and debt securities held by the Company are carried at fair value, generally based on quoted market prices and changes in the fair value of such securities are reported in realized and unrealized gain (losses) on financial
LIBERTY BROADBAND CORPORATION
1 unchanged sentence
December 31, 2024 , 2023 and 2022
−Removed: Other Investments
−Removed: All marketable equity and debt securities held by the Company are carried at fair value, generally based on quoted market prices and changes in the fair value of such securities are reported in realized and unrealized gain (losses) on financial instruments in the accompanying consolidated statements of operations.
+Added: instruments in the accompanying consolidated statements of operations.
The Company elected the measurement alternative (defined as the cost of the security, adjusted for changes in fair value when there are observable prices, less impairments) for its equity securities without readily determinable fair values.
4 unchanged sentences
Construction costs of facilities are capitalized.
−Removed: Construction in progress represents transmission equipment and support equipment and systems not placed in service on December 31, 2023, that management intends to place in service when the assets are ready for their intended use.
+Added: Construction in progress represents equipment, distribution facilities, fiber and other capital assets not yet placed in service on December 31, 2024 or 2023, that management intends to place in service when the assets are ready for their intended use.
Depreciation is computed using the straight-line method based upon the shorter of the estimated useful lives of the assets or the lease term, if applicable.
18 unchanged sentences
Capitalized interest costs for the years ended December 31, 2024, 2023 and 2022 were $ 10 million, $ 7 million and $ 4 million, respectively.
+Added: Impairment of Long-lived Assets
+Added: The Company periodically reviews the carrying amounts of its property and equipment and its intangible assets (other than goodwill and indefinite-lived intangible assets) to determine whether current events or circumstances indicate that such
LIBERTY BROADBAND CORPORATION
1 unchanged sentence
December 31, 2024 , 2023 and 2022
−Removed: Impairment of Long-lived Assets
−Removed: The Company periodically reviews the carrying amounts of its property and equipment and its intangible assets (other than goodwill and indefinite-lived intangible assets) to determine whether current events or circumstances indicate that such carrying amounts may not be recoverable.
+Added: carrying amounts may not be recoverable.
If the carrying amount of the asset group is greater than the expected undiscounted cash flows to be generated by such asset group, including its ultimate disposition, an impairment adjustment is to be recognized.
29 unchanged sentences
Costs associated with internally developed software to be used internally are expensed until the point the project has reached the development stage.
−Removed: Subsequent additions, modifications or upgrades to
+Added: Subsequent additions, modifications or upgrades to internal-use software are capitalized only to the extent that they allow the software to perform a task it previously did not perform.
+Added: Software maintenance and training costs are expensed in the period in which they are incurred.
+Added: The capitalization of software requires judgment in determining when a project has reached the development stage.
LIBERTY BROADBAND CORPORATION
1 unchanged sentence
December 31, 2024 , 2023 and 2022
−Removed: internal-use software are capitalized only to the extent that they allow the software to perform a task it previously did not perform.
−Removed: Software maintenance and training costs are expensed in the period in which they are incurred.
−Removed: The capitalization of software requires judgment in determining when a project has reached the development stage.
The Company has Software as a Service ("SaaS") arrangements which are accounted for as service agreements and are not capitalized.
51 unchanged sentences
Video revenue is billed in advance, recorded as deferred revenue on the balance sheet, and recognized as the associated services are provided to the customer.
−Removed: Voice revenue is for fixed monthly fees for voice plans as well as usage based fees for long-distance service usage.
−Removed: Voice plan fees are billed in advance, recorded
+Added: GCI Holdings has announced that it plans to exit the video business in 2025, subject to regulatory approvals.
+Added: Voice revenue is for fixed monthly fees for voice plans
LIBERTY BROADBAND CORPORATION
1 unchanged sentence
December 31, 2024 , 2023 and 2022
−Removed: as deferred revenue on the balance sheet, and recognized as the associated services are provided to the customer.
+Added: as well as usage based fees for long-distance service usage.
+Added: Voice plan fees are billed in advance, recorded as deferred revenue on the balance sheet, and recognized as the associated services are provided to the customer.
Usage based fees are recognized as services are provided.
16 unchanged sentences
The Company applies certain practical expedients as permitted and does not disclose information about remaining performance obligations that have original expected durations of one year or less, information about revenue remaining from usage based performance obligations that are recognized over time as-invoiced, or variable consideration allocated to wholly unsatisfied performance obligations.
+Added: The Company excludes variable consideration from its remaining performance obligations that are unsatisfied for certain of its business data contracts that have an original expected duration greater than one year.
+Added: Such contracts are associated with GCI Holdings’ participation in the Rural Health Care (“RHC”) Program because the rates charged under those contracts are highly regulated by the FCC and must be approved annually.
+Added: Beyond the variability in the rate to be determined annually, the RHC Program is also subject to funding caps that could potentially limit the amount of funding for the RHC Program, which would also reduce the amount of funding available to GCI Holdings.
+Added: The RHC Program contracts typically have a term that ranges from three to five years .
+Added: LIBERTY BROADBAND CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: December 31, 2024 , 2023 and 2022
Contract Balances
The Company had receivables of $ 193 million and $ 181 million at December 31, 2024 and 2023, respectively, the long-term portion of which are included in Other assets, net.
−Removed: The Company had deferred revenue of $ 43 million and $ 33 million at December 31, 2023 and 2022, respectively, the long-term portion of which are included in Other liabilities.
+Added: The Company had deferred revenue of $ 33 million and $ 43 million at December 31, 2024 and 2023, respectively.
The receivables and deferred revenue are only from contracts with customers.
2 unchanged sentences
Changes in the contract liability balance for the Company during 2024 was not materially impacted by other factors.
−Removed: LIBERTY BROADBAND CORPORATION
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: December 31, 2023 , 2022 and 2021
Assets Recognized from the Costs to Obtain a Contract with a Customer
16 unchanged sentences
Stock-Based Compensation
−Removed: As more fully described in note 11, Liberty Broadband has granted to its directors, employees and employees of certain of its subsidiaries, restricted stock and stock options to purchase shares of Liberty Broadband common stock (collectively, “Awards”).
−Removed: Liberty Broadband measures the cost of employee services received in exchange for an equity classified Award (such as stock options and restricted stock) based on the grant-date fair value of the Award and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the Award).
−Removed: Liberty Broadband measures the cost of employee services received in exchange for a liability classified Award based on the current fair value of the Award and remeasures the fair value of the Award at each reporting date.
−Removed: The Company accounts for income taxes using the asset and liability method.
−Removed: Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts and
+Added: As more fully described in note 11, Liberty Broadband has granted to its directors, employees and employees of certain of its subsidiaries, restricted stock units (“RSUs”) and stock options to purchase shares of Liberty Broadband common stock
LIBERTY BROADBAND CORPORATION
1 unchanged sentence
December 31, 2024 , 2023 and 2022
−Removed: income tax bases of assets and liabilities and the expected benefits of utilizing net operating loss and tax credit carryforwards.
+Added: (collectively, “Awards”).
+Added: Liberty Broadband measures the cost of employee services received in exchange for an equity classified Award (such as stock options and restricted stock) based on the grant-date fair value of the Award and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the Award).
+Added: Liberty Broadband measures the cost of employee services received in exchange for a liability classified Award based on the current fair value of the Award and remeasures the fair value of the Award at each reporting date.
+Added: The Company accounts for income taxes using the asset and liability method.
+Added: Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts and income tax bases of assets and liabilities and the expected benefits of utilizing net operating loss and tax credit carryforwards.
The deferred tax assets and liabilities are calculated using enacted tax rates in effect for each taxing jurisdiction in which the Company operates for the year in which those temporary differences are expected to be recovered or settled.
22 unchanged sentences
Significant judgment is required to determine the probability that a liability has been incurred and whether such liability is reasonably estimable.
−Removed: We base accruals made on the best information available at the time which can be highly subjective.
−Removed: The final outcome of these matters could vary significantly from the amounts included in the accompanying consolidated financial statements.
−Removed: Comprehensive Earnings (Loss)
−Removed: Comprehensive earnings (loss) consists of net earnings (loss), comprehensive earnings (loss) attributable to debt credit risk adjustments and the Company’s share of the comprehensive earnings (loss) of our equity method affiliate.
+Added: We base accruals made on the best information available at the time which can
LIBERTY BROADBAND CORPORATION
1 unchanged sentence
December 31, 2024 , 2023 and 2022
+Added: be highly subjective.
+Added: The final outcome of these matters could vary significantly from the amounts included in the accompanying consolidated financial statements.
+Added: Comprehensive Earnings (Loss)
+Added: Comprehensive earnings (loss) consists of net earnings (loss), comprehensive earnings (loss) attributable to debt credit risk adjustments and the Company’s share of the comprehensive earnings (loss) of our equity method affiliate.
Earnings Attributable to Liberty Broadband Stockholders per Common Share
6 unchanged sentences
(1) Potentially dilutive shares are excluded from the computation of diluted EPS during periods in which losses are reported since the result would be antidilutive.
+Added: Government Assistance
+Added: In current and prior years, the Company has been awarded, as either the recipient or subrecipient, federal government grants to construct broadband infrastructure to unserved and underserved communities in rural Alaska.
+Added: During the years ended December 31, 2024, 2023 and 2022, the Company received approximately $ 54 million, $ 6 million and $ 25 million, respectively, for grants awarded in current and/or prior years.
+Added: For accounting purposes, these grants are accounted for using a grant accounting model by analogy to International Accounting Standard 20, Accounting for Government Grants and Disclosure of Government Assistance.
+Added: These grants were 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 established time frames, which range from 11 to 17 years for assets already placed in service and will be based on the property’s useful life for assets currently being constructed.
+Added: During the years ended December 31, 2024, 2023 and 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 amounts of the grants received, with a non-material amount recorded as short-term and approximately $ 92 million and $ 41 million recorded as long-term deferred revenue, respectively, as of December 31, 2024 and 2023.
Reclassifications
Reclassifications have been made to the prior years’ consolidated financial statements to conform to the classifications used in the current year.
+Added: LIBERTY BROADBAND CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: December 31, 2024 , 2023 and 2022
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.
1 unchanged sentence
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: Recent Accounting Pronouncements
+Added: Recently Adopted Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Improvements to Reportable Segment Disclosures , which is intended to improve reportable segment disclosure requirements, primarily through additional disclosures about significant segment expenses.
−Removed: The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.
−Removed: The amendments should be applied retrospectively to all prior periods presented in the financial statements.
−Removed: The Company is in the process of evaluating the disclosure requirements related to the new standard.
+Added: The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.
+Added: The Company adopted this guidance for the year ended December 31, 2024 and has applied it retrospectively to all prior periods presented in the financial statements.
+Added: See note 14 for segment disclosures .
+Added: Recent Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures , which requires more detailed income tax disclosures.
3 unchanged sentences
The Company is in the process of evaluating the impact of the new standard on the related disclosures.
−Removed: LIBERTY BROADBAND CORPORATION
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: December 31, 2023 , 2022 and 2021
−Removed: Government Assistance
−Removed: In current and prior years, the Company has been awarded, as either the recipient or subrecipient, federal government grants to construct broadband infrastructure to unserved and underserved communities in rural Alaska.
−Removed: During the years ended December 31, 2023 and 2022, the Company received approximately $ 6 million and $ 25 million, respectively, for grants awarded in current and/or prior years.
−Removed: For accounting purposes, these grants are accounted for using a grant accounting model by analogy to International Accounting Standard 20, Accounting for Government Grants and Disclosure of Government Assistance.
−Removed: These grants were 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 established time frames, which range from 12 to 18 years for assets already placed in service and will be based on the property’s useful life for assets currently being constructed.
−Removed: During the years ended December 31, 2023 and 2022, revenue recorded in the consolidated financial statements was not material.
−Removed: Both short-term and long-term deferred revenue have been recorded for the amounts of the grants received, with a non-material amount recorded as short-term and approximately $ 41 million and $ 37 million recorded as long-term deferred revenue, respectively, as of December 31, 2023 and 2022.
+Added: In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):
+Added: Disaggregation of Income Statement Expenses, which expands disclosures about specific expense categories at interim and annual reporting periods.
+Added: The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.
+Added: The Company is in the process of evaluating the impact of the new standard on the related disclosures.
(3) Supplemental Disclosures to Consolidated Statements of Cash Flows
5 unchanged sentences
Property and equipment expenditures incurred but not yet paid
−Removed: The following table reconciles cash and cash equivalents and restricted cash reported in the Company’s consolidated balance sheets to the total amount presented in its consolidated statements of cash flows:
+Added: LIBERTY BROADBAND CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: December 31, 2024 , 2023 and 2022
+Added: The following table reconciles cash and cash equivalents, restricted cash and restricted cash equivalents reported in the Company’s consolidated balance sheets to the total amount presented in its consolidated statements of cash flows:
Years ended December 31,
2 unchanged sentences
Restricted cash included in other current assets
−Removed: Restricted cash included in other long-term assets
−Removed: 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 Alaska communities via a high capacity hybrid fiber optic and microwave network.
−Removed: LIBERTY BROADBAND CORPORATION
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: December 31, 2023 , 2022 and 2021
+Added: Restricted cash and restricted cash equivalents included in other long-term assets
+Added: Total cash and cash equivalents, restricted cash and restricted cash equivalents at end of period
+Added: Restricted cash and restricted cash equivalents for the year ended December 31, 2024 primarily relates to proceeds from Charter share repurchases occurring after the Merger Agreement was entered into, which are restricted for use to settle Liberty Broadband debt and/or pay interest on Liberty Broadband debt pursuant to the Stockholders and Letter Agreement Amendment, as defined and more fully described in note 5.
+Added: Restricted cash for the years ended December 31, 2023 and 2022 primarily related 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) Assets and Liabilities Measured at Fair Value
13 unchanged sentences
Cash equivalents
−Removed: Indemnification obligation
+Added: Restricted cash equivalents
Exchangeable senior debentures
−Removed: Pursuant to an indemnification agreement initially entered into by GCI Liberty and assumed by Liberty Broadband in connection with the Combination, Liberty Broadband had agreed to indemnify Liberty Interactive LLC (“LI LLC”), a subsidiary of Qurate Retail, for certain payments made to holders of LI LLC’s 1.75 % exchangeable debentures due 2046 (the "LI LLC 1.75 % Exchangeable Debentures").
−Removed: The indemnification liability due to LI LLC pertained to the holders’ ability to exercise their exchange right according to the terms of the LI LLC 1.75 % Exchangeable Debentures on or before October 5, 2023.
−Removed: Such amount equaled the difference between the exchange value and par value of the LI LLC 1.75 % Exchangeable Debentures at the time the exchange occurred.
−Removed: The indemnification obligation recorded in the consolidated balance sheet as of December 31, 2022 represented the fair value of the estimated exchange feature included in the LI LLC 1.75 % Exchangeable Debentures primarily based on observable market data as significant inputs (Level 2).
−Removed: As of December 31, 2023, all remaining LI LLC 1.75 % Exchangeable Debentures were either retired or exchanged and indemnification payments of $ 45 million were made by Liberty Broadband to Qurate Retail in connection with exchanges of $ 330 million of the LI LLC 1.75 % Exchangeable Debentures that settled in the period.
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, equity securities, current portion of debt (with the exception of the 1.25 % Debentures prior to their redemption in the third quarter of 2023, and the 2.75 % Debentures and the 1.75 % Debentures prior to their redemption in the first quarter of 2023 (each as defined in note 7)) and long-term debt (with the exception of the 3.125 % Debentures (as defined in note 7)).
−Removed: With the exception of long-term debt and preferred stock, 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 the Margin Loan Facility, the Senior Credit Facility and the Wells Fargo Note Payable (each as defined in note 7) all bear interest at a variable rate and therefore are also considered to approximate fair value.
+Added: Other financial instruments not measured at fair value on a recurring basis include trade receivables, trade payables, accrued and other current liabilities, equity securities, current portion of long-term debt (with the exception of the 3.125 % Debentures due 2053 and the 3.125 % Debentures due 2054 (each as defined in note 7)).
+Added: With the exception of long-term debt
LIBERTY BROADBAND CORPORATION
1 unchanged sentence
December 31, 2024 , 2023 and 2022
+Added: and preferred stock, the carrying amount approximates fair value due to the short maturity of these instruments as reported on our consolidated balance sheets.
+Added: The carrying value of the Margin Loan Facility, the Senior Credit Facility and the Wells Fargo Note Payable (each as defined in note 7) all bear interest at a variable rate and therefore are also considered to approximate fair value.
Realized and Unrealized Gains (Losses) on Financial Instruments
2 unchanged sentences
amounts in millions
−Removed: Indemnification obligation
Exchangeable senior debentures (1)
+Added: Indemnification obligation (2)
(1) The Company has elected to account for its exchangeable senior debentures using the fair value option.
1 unchanged sentence
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 gain of $ 55 million, a loss of $ 7 million and a loss of $ 2 million for the years ended December 31, 2023, 2022 and 2021, respectively.
−Removed: The cumulative change was a gain of $ 55 million as of December 31, 2023.
+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 gain of $ 27 million, a gain of $ 55 million and a loss of $ 7 million for the years ended December 31, 2024, 2023 and 2022, respectively, net of the recognition of previously unrecognized gains and losses.
+Added: During the year ended December 31, 2024, the Company recognized $ 9 million of previously unrecognized gains related to the retirement of a portion of the 3.125 % Debentures due 2053.
+Added: The cumulative change was a gain of $ 82 million as of December 31, 2024, net of the recognition of previously unrecognized gains and losses.
+Added: (2) Pursuant to an indemnification agreement, Liberty Broadband agreed to indemnify Liberty Interactive LLC (“LI LLC”), a subsidiary of QVC Group, for certain payments made to holders of LI LLC’s 1.75 % exchangeable debentures due 2046 (the "LI LLC 1.75 % Exchangeable Debentures").
+Added: As of December 31, 2023, all remaining LI LLC 1.75 % Exchangeable Debentures were either retired or exchanged.
+Added: (3) For the year ended December 31, 2024, the Company recognized an impairment on an equity security .
(5) Investment in Charter Accounted for Using the Equity Method
−Removed: Through a number of prior years’ transactions and the Combination, Liberty Broadband has acquired an interest in Charter.
+Added: Through a number of prior years’ transactions, Liberty Broadband has acquired an interest in Charter.
The investment in Charter is accounted for as an equity method affiliate based on our voting and ownership interest and the board seats held by individuals appointed by Liberty Broadband.
1 unchanged sentence
We own an approximate 31.9 % economic ownership interest in Charter, based on shares of Charter’s Class A common stock issued and outstanding as of December 31, 2024.
−Removed: Upon the closing of the Time Warner Cable, LLC merger, the Second Amended and Restated Stockholders Agreement, dated as of May 23, 2015, by and among Charter, Liberty Broadband and Advance/Newhouse Partnership, as amended (the “Stockholders Agreement”), became fully effective.
−Removed: Pursuant to the Stockholders Agreement, Liberty Broadband’s equity ownership in Charter (on a fully diluted basis) is capped at the greater of 26 % or the voting cap (as defined below) (“Equity Cap”).
−Removed: As of December 31, 2023, due to Liberty Broadband’s voting interest exceeding the current voting cap of 25.01 %, our voting control of the aggregate voting power of Charter is 25.01 %.
+Added: As discussed in more detail in note 1, Charter has agreed to acquire Liberty Broadband.
+Added: The Stockholders and Letter Agreement Amendment sets forth certain agreements relating to the governance of Charter and the participation of Liberty Broadband in Charter’s share repurchase program.
+Added: LIBERTY BROADBAND CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: December 31, 2024 , 2023 and 2022
+Added: Pursuant to the Stockholders Agreement, Liberty Broadband’s equity ownership in Charter (on a fully diluted basis) is capped at the greater of 26 % or the Voting Cap (as defined below) (the “Equity Cap”).
+Added: Pursuant to the Stockholders and Letter Agreement Amendment, Liberty Broadband is exempt from the Equity Cap to the extent Liberty Broadband’s equity ownership in Charter exceeds such Equity Cap solely as a result of the repurchase provisions in the Stockholders and Letter Agreement Amendment.
+Added: In the event the Merger Agreement is terminated, Liberty Broadband’s equity ownership in Charter (on a fully diluted basis) is capped at the greater of the Voting Cap or the percentage of equity owned (on a fully diluted basis) by Liberty Broadband on the termination date of the Merger Agreement.
+Added: As of December 31, 2024, due to Liberty Broadband’s voting interest exceeding the current voting cap of 25.01 % (the “Voting Cap”), our voting control of the aggregate voting power of Charter is 25.01 %.
Under the Stockholders Agreement, Liberty Broadband has agreed to vote (subject to certain exceptions) all voting securities beneficially owned by it, or over which it has voting discretion or control that are in excess of the Voting Cap in the same proportion as all other votes cast by public stockholders of Charter with respect to the applicable matter.
In February 2021, Liberty Broadband was notified that its ownership interest, on a fully diluted basis, had exceeded the Equity Cap set forth in the Stockholders Agreement.
−Removed: 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 Repurchase”).
+Added: On February 23, 2021, Charter and Liberty Broadband entered into the Letter Agreement in order to implement, facilitate and satisfy the terms of the Stockholders Agreement with respect to the Equity Cap .
+Added: Pursuant to the 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”).
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).
+Added: Charter Repurchases during the pendency of the proposed Transactions under the Merger Agreement are governed by the Stockholders and Letter Agreement Amendment as described below.
+Added: Interim Merger Period Stock Repurchases
+Added: Simultaneously with the execution and delivery of the Merger Agreement, Charter, Liberty Broadband and A/N have entered into an amendment to (i) the Stockholders Agreement, and (ii) the Letter Agreement.
+Added: The Stockholders and Letter Agreement Amendment sets forth certain agreements relating to the governance of Charter and the participation of Liberty Broadband in Charter’s share repurchase program.
+Added: Pursuant to the Stockholders and Letter Agreement Amendment, each month during the pendency of the proposed Transactions under the Merger Agreement, Charter will repurchase shares of Charter Class A common stock from Liberty Broadband in an amount equal to the greater of (i) $ 100 million, and (ii) an amount such that immediately after giving effect thereto, Liberty Broadband would have sufficient cash to satisfy certain obligations as set forth in the Stockholders and Letter Agreement Amendment and Merger Agreement, provided that if any repurchase would reduce Liberty Broadband’s equity interest in Charter below 25.25 % after giving effect to such repurchase or if all or a portion of such repurchase is not permitted under applicable law, then Charter shall instead loan to Liberty Broadband an amount equal to the lesser of (x) the repurchase amount that cannot be repurchased and (y) the Liberty Broadband minimum liquidity threshold less the repurchase amount that is repurchased, with such loan to occur on the terms set forth in the Stockholders and Letter Agreement Amendment.
+Added: From and after the date Liberty Broadband’s 3.125 % Debentures due 2053 and 3.125 % Debentures due 2054 (each as defined in note 7) are no longer outstanding, the amount of monthly repurchases will be the lesser of (i) $ 100 million and (ii) an amount equal to the sum of (x) an amount such that immediately after giving effect thereto, Liberty Broadband would satisfy certain minimum liquidity requirements as set forth in the Stockholders and Letter Agreement Amendment and (y) the aggregate principal amount outstanding under the Margin Loan Facility.
+Added: The per share sales price shall be determined as set forth in the Letter Agreement, provided that if Charter has not repurchased shares of its common stock during the relevant repurchase period, the repurchase price shall be based on a Bloomberg Volume Weighted Average Price methodology proposed by Charter and reasonably acceptable to Liberty Broadband.
LIBERTY BROADBAND CORPORATION
1 unchanged sentence
December 31, 2024 , 2023 and 2022
−Removed: Under the terms of the letter agreement, Liberty Broadband sold Charter Class A common stock to Charter to maintain our fully diluted ownership percentage at 26 % as follows:
+Added: Under the terms of the Stockholders and Letter Agreement Amendment and original Letter Agreement, Liberty Broadband sold Charter Class A common stock to Charter as follows:
Years ended December 31,
4 unchanged sentences
During the years ended December 31, 2024, 2023 and 2022, there were dilution losses of $ 32 million, $ 60 million, and $ 63 million, respectively, in the Company’s investment in Charter.
−Removed: The dilution losses were primarily attributable to the e xercise of stock options and restricted stock units by employees and other third parties, offset by a gain on dilution related to Charter’s repurchase of Liberty Broadband’s Charter shares during the periods presented.
+Added: The dilution losses were primarily attributable to the exercise of stock options and restricted stock units held by employees and other third parties, offset by gains on dilution related to Charter’s repurchase of Liberty Broadband’s Charter shares during the periods presented.
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 change in excess basis for the year ended December 31, 2023 was primarily due to an increase in excess basis due to Charter’s share buyback program, partially offset by Liberty Broadband’s participation in Charter’s share buyback program.
−Removed: These impacts were more than offset by amortization expense during the period, resulting in a slight decrease in the excess basis in Charter from December 31, 2022 to December 31, 2023.
−Removed: Included in our share of earnings from Charter of $ 1,155 million, $ 1,326 million and $ 1,194 million for the years ended December 31, 2023, 2022 and 2021, respectively, are $ 277 million, $ 232 million and $ 234 million, respectively, of losses, net of taxes, due to the amortization of the excess basis related to assets with identifiable useful lives and debt.
+Added: The decrease in excess basis for the year ended December 31, 2024 was primarily due to amortization expense during the period, as well as Liberty Broadband’s participation in Charter’s share buyback program and other equity activity at Charter.
+Added: Included in our share of earnings from Charter of $ 1,323 million, $ 1,155 million and $ 1,326 million for the years ended December 31, 2024, 2023 and 2022, respectively, are $ 303 million, $ 277 million and $ 232 million, respectively, of losses, net of related taxes, due to the amortization of the excess basis related to assets with identifiable useful lives and debt.
LIBERTY BROADBAND CORPORATION
32 unchanged sentences
Changes in the carrying amount of goodwill are as follows:
−Removed: Corporate and
amounts in millions
21 unchanged sentences
3.125 % Exchangeable Senior Debentures due 2054
−Removed: 2.75 % Exchangeable Senior Debentures due 2050
−Removed: 1.75 % Exchangeable Senior Debentures due 2046
Senior credit facility
4 unchanged sentences
Margin Loan Facility
−Removed: On May 17, 2023, a bankruptcy remote wholly owned subsidiary of the Company (“ SPV ”) entered into Amendment No.
−Removed: 7 to Margin Loan Agreement (the “Seventh Amendment ”), which amends SPV’s margin loan agreement, dated as of August 31, 2017 (as amended by the Seventh Amendment, the “ Margin Loan Agreement ”), with a group of lenders.
+Added: On June 26, 2024, a bankruptcy remote wholly owned subsidiary of the Company (“ SPV ”) entered into Amendment No.
+Added: 8 to Margin Loan Agreement (the “Eighth Amendment ”), which amends SPV’s margin loan agreement, dated as of August 31, 2017 (as amended by the Eighth Amendment, the “ Margin Loan Agreement ”), with a group of lenders.
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 in connection with the Seventh Amendment.
+Added: No additional borrowings under the Margin Loan Agreement were made in connection with the Eighth Amendment.
SPV’s obligations under the Margin Loan Facility are secured by shares of Charter owned by SPV.
−Removed: The Seventh Amendment provided for, among other things, (i) the extension of the scheduled maturity dates to May 12, 2026, (ii) the interest under the Margin Loan Agreement to be determined by reference to the Secured Overnight Financing Rate (“SOFR”) instead of the London Interbank Offered Rate (“LIBOR”), (iii) an increase in the Base Spread (as defined below) applicable to all loans funded under the Margin Loan Agreement and (iv) the removal of certain conditions precedent to the release of pledged shares.
−Removed: Outstanding borrowings under the Margin Loan Agreement were $ 1.5 billion and $ 1.4 billion as of December 31, 2023 and December 31, 2022, respectively.
+Added: The Eighth Amendment provided for, among other things, the extension of the scheduled maturity date to June 30, 2027.
+Added: Outstanding borrowings under the Margin Loan Agreement were $ 790 million and $ 1.5 billion as of December 31, 2024 and 2023, respectively.
As of December 31, 2024, SPV was permitted to borrow an additional $ 1,150 million 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, 2026.
−Removed: Pursuant to the Seventh Amendment, the borrowings under the Margin Loan Agreement will accrue interest at a rate equal to the three-month SOFR rate plus a per annum spread of 1.875 % (the “Base Spread”) (unless and until the replacement of such rate as provided for under the Margin Loan Agreement).
+Added: The maturity date of the loans under the Margin Loan Agreement is June 30, 2027.
+Added: The borrowings under the Margin Loan Agreement accrue interest at a rate equal to the three-month Secured Overnight Financing Rate (“ SOFR ”) plus a per annum spread of 1.875 % (the “Base Spread”) (unless and until the replacement of such rate as provided for under the Margin Loan Agreement).
The Margin Loan Agreement also has a commitment fee equal to 0.50 % per annum on the daily unused amount of the Revolving Loans.
−Removed: LIBERTY BROADBAND CORPORATION
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: December 31, 2023 , 2022 and 2021
−Removed: Borrowings under the Margin Loan Agreement prior to the Seventh Amendment bore interest at the three-month LIBOR rate plus a per annum spread of 1.5 %, effective with the Fourth Amendment on May 12, 2021.
−Removed: Prior to the Fourth Amendment effective date on May 12, 2021, the per annum spread was 1.85 %.
The Margin Loan Agreement contains various affirmative and negative covenants that restrict the activities of SPV (and, in some cases, the Company and its subsidiaries with respect to shares of Charter owned by the Company and its subsidiaries).
2 unchanged sentences
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 agreement.
+Added: LIBERTY BROADBAND CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: December 31, 2024 , 2023 and 2022
+Added: 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.
As of December 31, 2024, 19.1 million shares of Charter common stock with a value of $ 6.5 billion were held in collateral accounts related to the Margin Loan Agreement.
1 unchanged sentence
On August 27, 2020, the Company closed a private offering of $ 575 million aggregate original principal amount of its 2.75 % Exchangeable Senior Debentures due 2050 (the “ 2.75 % 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.
−Removed: During the first quarter of 2023, the Company repurchased all of the outstanding 2.75 % Debentures using proceeds from the issuance of the 3.125 % Debentures, as defined and further described below.
+Added: During the first quarter of 2023, the Company repurchased all of the outstanding 2.75 % Debentures using proceeds from the issuance of the 3.125 % Debentures due 2053, as defined and further described below.
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.
−Removed: During the first quarter of 2023, the Company repurchased a significant portion of the 1.25 % Debentures using proceeds from the issuance of the 3.125 % Debentures, as defined and further described below.
+Added: During the first quarter of 2023, the Company repurchased a significant portion of the 1.25 % Debentures using proceeds from the issuance of the 3.125 % Debentures due 2053, as defined and further described below.
On October 5, 2023, the remaining 1.25 % Debentures were redeemed.
−Removed: 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.
+Added: In connection with the closing of the Liberty Broadband combination with GCI Liberty 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.
The 1.75 % Debentures were initially issued on June 18, 2018 by GCI Liberty.
−Removed: During the first quarter of 2023, the Company repurchased all of the outstanding 1.75 % Debentures using proceeds from the issuance of the 3.125 % Debentures, as defined and further described below.
−Removed: On February 28, 2023, the Company closed a private offering of $ 1,265 million aggregate original principal amount of its 3.125 % Exchangeable Senior Debentures due 2053 (the “ 3.125 % Debentures”), including debentures with an aggregate original principal amount of $ 165 million issued pursuant to the exercise of an option granted to the initial purchasers.
−Removed: Upon an exchange of the 3.125 % Debentures, the Company, at its election, may deliver shares of Charter Class A common stock, the value thereof in cash, or any combination of shares of Charter Class A common stock and cash.
−Removed: Initially, 1.8901 shares of Charter Class A common stock are attributable to each $ 1,000 original principal amount of 3.125 % Debentures, representing an initial exchange price of approximately $ 529.07 for each share of Charter Class A common stock.
−Removed: A total of 2,390,977 shares of Charter Class A common stock are attributable to the 3.125 % Debentures.
+Added: During the first quarter of 2023, the Company repurchased all of the outstanding 1.75 % Debentures using proceeds from the issuance of the 3.125 % Debentures due 2053, as defined and further described below.
+Added: On February 28, 2023, the Company closed a private offering of $ 1,265 million aggregate original principal amount of its 3.125 % Exchangeable Senior Debentures due 2053 (the “ 3.125 % Debentures due 2053”), including debentures with an aggregate original principal amount of $ 165 million issued pursuant to the exercise of an option granted to the initial purchasers.
+Added: Upon an exchange of the 3.125 % Debentures due 2053, the Company, at its election, may deliver shares of Charter Class A common stock, the value thereof in cash, or any combination of shares of Charter Class A common stock and cash.
+Added: Initially, 1.8901 shares of Charter Class A common stock were attributable to each $ 1,000 original principal amount of 3.125 % Debentures due 2053, representing an initial exchange price of approximately $ 529.07 for each share of Charter Class A common stock.
+Added: A total of approximately 2.4 million shares of Charter Class A common stock were initially attributable to the 3.125 % Debentures due 2053 .
Interest is payable quarterly on March 31, June 30, September 30 and December 31 of each year, commencing June 30, 2023.
−Removed: The 3.125 % Debentures may be redeemed by the Company, in whole or in part, on or after April 6, 2026.
−Removed: Holders of the 3.125 % Debentures also have the right to require the Company to purchase their 3.125 % Debentures on April 6, 2026.
−Removed: The redemption and purchase price will generally equal 100 % of the adjusted principal amount of the 3.125 % Debentures plus accrued and unpaid interest to the redemption date, plus any final period distribution.
+Added: The 3.125 % Debentures due 2053 may be redeemed by the Company, in whole or in part, on or after April 6, 2026.
+Added: Holders of the 3.125 % Debentures due 2053 also have the right to require the Company to purchase their 3.125 % Debentures due 2053 on April 6, 2026.
+Added: The redemption and purchase price will generally equal 100 % of the adjusted principal amount of the 3.125 % Debentures due 2053 plus accrued and unpaid interest to the redemption date, plus any final period distribution.
+Added: As of December 31, 2024, a holder of the 3.125 % Debentures due 2053 does not have the ability to exchange their debentures and, accordingly, the 3.125 % Debentures due 2053 have been classified as long-term debt within the consolidated balance sheet as of December 31, 2024.
+Added: As mentioned above, the Company used the net proceeds of the offering of the 3.125 % Debentures due 2053, together with existing cash on hand, to repurchase all of the outstanding 1.75 % Debentures, all of the outstanding 2.75 % Debentures and a significant portion of the outstanding 1.25 % Debentures.
+Added: On October 5, 2023, the remaining portion of the 1.25 % Debentures were retired at the adjusted principal amount plus accrued interest and, pursuant to a supplemental indenture entered into in February 2023, the Company delivered solely cash to satisfy its obligations.
LIBERTY BROADBAND CORPORATION
1 unchanged sentence
December 31, 2024 , 2023 and 2022
−Removed: of December 31, 2023, a holder of the 3.125 % Debentures does not have the ability to exchange their debentures and, accordingly, the 3.125 % Debentures have been classified as long-term debt within the consolidated balance sheet as of December 31, 2023.
−Removed: As mentioned above, the Company used the net proceeds of the offering of the 3.125 % Debentures, together with existing cash on hand, to repurchase all of the outstanding 1.75 % Debentures, all of the outstanding 2.75 % Debentures and a significant portion of the outstanding 1.25 % Debentures.
−Removed: On October 5, 2023, the remaining portion of the 1.25 % Debentures were retired at the adjusted principal amount plus accrued interest and, pursuant to a supplemental indenture entered into in February 2023, the Company delivered solely cash to satisfy its obligations.
+Added: On July 2, 2024, the Company closed a private offering of $ 860 million aggregate original principal amount of its 3.125 % Exchangeable Senior Debentures due 2054 (the “ 3.125 % Debentures due 2054”), including debentures with an aggregate original principal amount of $ 60 million issued pursuant to the exercise of an option granted to the initial purchasers.
+Added: Upon an exchange of the 3.125 % Debentures due 2054, the Company, at its election, may deliver shares of Charter Class A common stock, the value thereof in cash, or any combination of shares of Charter Class A common stock and cash.
+Added: Initially, 2.5442 shares of Charter Class A common stock are attributable to each $ 1,000 original principal amount of 3.125 % Debentures due 2054, representing an initial exchange price of approximately $ 393.05 for each share of Charter Class A common stock.
+Added: A total of approximately 2.2 million shares of Charter Class A common stock were initially attributable to the 3.125 % Debentures due 2054.
+Added: Interest is payable quarterly on March 31, June 30, September 30 and December 31 of each year, commencing December 31, 2024.
+Added: The 3.125 % Debentures due 2054 may be redeemed by the Company, in whole or in part, on or after December 15, 2028.
+Added: Holders of the 3.125 % Debentures due 2054 also have the right to require the Company to purchase their 3.125 % Debentures due 2054 on December 15, 2028.
+Added: The redemption and purchase price will generally equal 100 % of the adjusted principal amount of the 3.125 % Debentures due 2054 plus accrued and unpaid interest to the redemption date, plus any final period distribution.
+Added: As of December 31, 2024, a holder of the 3.125 % Debentures due 2054 does not have the ability to exchange their debentures and, accordingly, the 3.125 % Debentures due 2054 have been classified as long-term debt within the consolidated balance sheet as of December 31, 2024.
+Added: In connection with the closing of the private offering of the 3.125 % Debentures due 2054, the Company repaid $ 540 million of borrowings under the Margin Loan Agreement and repurchased a total of $ 300 million in aggregate principal amount of the 3.125 % Debentures due 2053 pursuant to individually privately negotiated transactions.
+Added: After the repurchase, approximately 1.8 million shares of Charter Class A common stock are attributable to the 3.125 % Debentures due 2053.
The Company has elected to account for all of its exchangeable senior debentures at fair value in its consolidated financial statements.
2 unchanged sentences
The Company reviews the terms of all the debentures on a quarterly basis to determine whether an event has occurred to require current classification on the consolidated balance sheets.
−Removed: In connection with the closing of the Combination on December 18, 2020, GCI, LLC became an indirect wholly owned subsidiary of the Company.
+Added: Following the satisfaction of certain conditions set forth in the Merger Agreement, Liberty Broadband must call for redemption its 3.125 % Debentures due 2053 and/or its 3.125 % Debentures due 2054 for cash within 10 business days of a request by Charter, subject to Liberty Broadband having sufficient liquidity to satisfy the applicable redemption and/or exchange obligation and certain other terms and conditions set forth in the Merger Agreement.
GCI, LLC is the issuer of $ 600 million aggregate principal amount of 4.75 % senior notes due 2028 (the “Senior Notes”).
4 unchanged sentences
Such premium is being amortized to interest expense in the accompanying consolidated statements of operations.
+Added: LIBERTY BROADBAND CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: December 31, 2024 , 2023 and 2022
Senior Credit Facility
−Removed: In connection with the closing of the Combination on December 18, 2020, GCI, LLC became an indirect wholly owned subsidiary of the Company.
−Removed: 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 Eighth Amendment”), 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.
−Removed: Additionally, the $ 400 million Term Loan B (the “Term Loan B”) which existed prior to the Senior Credit Facility Eighth Amendment, was repaid in full using the proceeds from the 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, 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.
On June 12, 2023, GCI, LLC entered into Amendment No.
−Removed: 1 to the Eighth Amended and Restated Credit Agreement (as amended, the “Senior Credit Facility”) which modified the interest rates to reference SOFR instead of LIBOR.
+Added: 1 to the Eighth Amended and Restated Credit Agreement (as amended, the “Senior Credit Facility”) which modified the interest rates to reference SOFR instead of the London Interbank Offered Rate (“LIBOR”).
Following the amendment in June 2023, 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.
+Added: The Senior Credit Facility has several leverage ratios defined in the Senior Credit Facility that are referenced throughout.
The revolving credit facility borrowings under the Senior Credit Facility that are SOFR loans bear interest at a per annum rate equal to the applicable SOFR plus a Credit Spread Adjustment (as defined in the Senior Credit Facility) plus a margin that varies between 1.50 % and 2.75 % depending on GCI, LLC’s total leverage ratio.
4 unchanged sentences
Any amounts prepaid on the revolving credit facility may be reborrowed.
−Removed: Prior to the amendment in
−Removed: LIBERTY BROADBAND CORPORATION
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: December 31, 2023 , 2022 and 2021
−Removed: June 2023, all rates indexed to SOFR were previously indexed to LIBOR.
+Added: Prior to the amendment in June 2023, all rates indexed to SOFR were previously indexed to LIBOR.
The Senior Credit Facility also has a commitment fee that accrues at a per annum rate between 0.375 % and 0.500 % on the daily unused amount of the revolving credit facility depending on GCI, LLC’s total leverage ratio.
−Removed: Prior to the Senior Credit Facility Eighth Amendment in October 2021, the borrowings under the Senior Credit Facility bore interest at either the alternate base rate or LIBOR (based on an interest period selected by GCI, LLC of one month, two months, three months or six months) at the election of GCI, LLC in each case plus a margin.
−Removed: The revolving credit facility borrowings that were alternate base rate loans bore interest at a per annum rate equal to the alternate base rate plus a margin that varied between 0.50 % and 1.75 % depending on GCI, LLC’s total leverage ratio.
−Removed: The revolving credit facility borrowings that were LIBOR loans bore interest at a per annum rate equal to the applicable LIBOR plus a margin that varied between 1.50 % and 2.75 % depending on GCI, LLC’s total leverage ratio.
−Removed: 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 1.75 % .
−Removed: 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 % .
−Removed: GCI, LLC’s First Lien Leverage Ratio (as defined in the Senior Credit Facility) may not exceed 4.00 to 1.00.
+Added: GCI, LLC’s first lien leverage ratio may not exceed 4.00 to 1.00.
The terms of the Senior Credit Facility include customary representations and warranties, customary affirmative and negative covenants and customary events of default.
3 unchanged sentences
Wells Fargo Note Payable
−Removed: 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).
−Removed: Outstanding borrowings on the Wells Fargo Note Payable were $ 5 million as of both December 31, 2023 and December 31, 2022.
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").
+Added: Outstanding borrowings on the Wells Fargo Note Payable were $ 4 million and $ 5 million as of December 31, 2024 and 2023, respectively.
On May 1, 2023, the Wells Fargo Note Payable was amended to update the interest rate to reference SOFR instead of LIBOR.
1 unchanged sentence
Prior to the amendment, the interest rate was variable at one month LIBOR plus 2.25 %.
−Removed: The note is subject to similar affirmative and negative covenants as the Senior Credit Facility.
−Removed: The obligations under the note are secured by a security interest and lien on the building purchased with the note.
−Removed: Debt Covenants
−Removed: GCI, LLC is subject to covenants and restrictions under its Senior Notes and Senior Credit Facility.
−Removed: The Company and GCI, LLC are in compliance with all debt maintenance covenants as of December 31, 2023.
+Added: The Wells Fargo Note Payable is subject to similar affirmative and negative covenants as the Senior Credit Facility.
+Added: The obligations under the Wells Fargo Note Payable are secured by a security interest and lien on the building purchased with the note.
LIBERTY BROADBAND CORPORATION
1 unchanged sentence
December 31, 2024 , 2023 and 2022
+Added: Debt Covenants
+Added: GCI, LLC is subject to covenants and restrictions under its Senior Notes and Senior Credit Facility.
+Added: The Company and GCI, LLC are in compliance with all debt maintenance covenants as of December 31, 2024.
Five Year Maturities
12 unchanged sentences
The Company has leases with remaining lease terms that range from less than one year up to 26 years .
−Removed: Certain of the Company’s leases may include an option to extend the term of the lease with such options to extend ranging from 2 years up to 35 years .
+Added: Certain of the Company’s leases may include an option to extend the term of the lease with such options to extend ranging from one year up to 34 years .
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 13 years from December 31, 2024.
76 unchanged sentences
Sale of consolidated subsidiary
−Removed: Change in tax rate - other
Executive compensation
−Removed: Litigation settlement
+Added: Nontaxable merger proceeds
+Added: Federal tax credits
Income tax (expense) benefit
+Added: For the year ended December 31, 2024, the significant reconciling items, as noted in the table above, are primarily due to state income taxes and certain non-taxable proceeds received in connection with the Merger Agreement.
For the year ended December 31, 2023, the significant reconciling items, as noted in the table above, are primarily due to state income taxes and certain non-deductible expenses.
−Removed: 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.
−Removed: 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, 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 QVC Group and tax benefits from the sale of stock of a subsidiary.
LIBERTY BROADBAND CORPORATION
27 unchanged sentences
However, because Liberty Broadband generated a net operating loss (“NOL”) in 2014, 2016, 2017, 2018, 2019 and 2020, utilization of the NOLs in future years is still subject to adjustment.
−Removed: Liberty Broadband’s 2020 and 2021 tax years are not under IRS examination.
−Removed: Liberty Broadband’s 2022 and 2023 tax years are being examined currently as part of the IRS’s Compliance Assurance Process (“CAP”) program.
+Added: Liberty Broadband’s 2021 tax year is not under IRS examination.
+Added: The IRS has completed its examination of Liberty Broadband’s 2022 tax year, but the 2022 tax year remains open until the statute of limitations expires on October 15, 2026.
+Added: Liberty Broadband’s 2023 and 2024 tax years are being examined currently as part of the IRS’s compliance assurance process.
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, 2023, all GCI tax years prior to 2020 are closed.
+Added: As of December 31, 2024, all GCI and GCI Liberty tax years prior to 2021 are closed.
However, because GCI generated NOLs in tax years prior to 2020, utilization of the NOLs in future years are subject to adjustment.
−Removed: GCI Liberty’s 2020 tax year is not currently under IRS examination, but remains “open” until the statute of limitations expires on October 15, 2024.
−Removed: Prior to the March 9, 2018 GCI Liberty split-off from Qurate Retail, certain GCI Liberty businesses were part of the Qurate Retail, Inc.
+Added: Prior to the March 9, 2018 GCI Liberty split-off from QVC Group, certain GCI Liberty businesses were part of the QVC Group.
consolidated federal tax group.
−Removed: Qurate Retail’s tax years prior to 2019 are closed for federal income tax purposes.
−Removed: Various states are currently examining Qurate Retail’s prior years’ state income tax returns.
+Added: QVC Group’s tax years prior to 2021 are closed for federal income tax purposes.
+Added: Various states are currently examining QVC Group’s prior years’ state income tax returns.
LIBERTY BROADBAND CORPORATION
4 unchanged sentences
Liberty Broadband's preferred stock is issuable, from time to time, with such designations, preferences and relative participating, optional or other rights, qualifications, limitations or restrictions thereof, as shall be stated and expressed in a resolution or resolutions providing for the issue of such preferred stock adopted by Liberty Broadband's board of directors.
−Removed: Liberty Broadband Series A Cumulative Redeemable Preferred Stock (“Liberty Broadband Preferred Stock”) was issued as a result of the Combination on December 18, 2020.
−Removed: Each share of Series A Cumulative Redeemable Preferred Stock of GCI Liberty outstanding immediately prior to the closing of the Combination was converted into one share of newly issued Liberty Broadband Preferred Stock.
+Added: Liberty Broadband preferred stock was issued as a result of the closing of the Liberty Broadband combination with GCI Liberty on December 18, 2020.
+Added: Each share of Series A Cumulative Redeemable Preferred Stock of GCI Liberty outstanding immediately prior to the closing was converted into one share of newly issued Liberty Broadband Preferred Stock.
The Company is required to redeem all outstanding shares of Liberty Broadband Preferred Stock out of funds legally available, at the liquidation price plus all unpaid dividends (whether or not declared) accrued from the most recent dividend payment date through the redemption date, on the first business day following March 8, 2039.
5 unchanged sentences
The liquidation price is measured per share and shall mean the sum of (i) $ 25 , plus (ii) an amount equal to all unpaid dividends (whether or not declared) accrued with respect to such share have been added to and then remain part of the liquidation price as of such date.
−Removed: 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 of $ 203 million was recorded at the time of the closing of the Liberty Broadband combination with GCI Liberty.
The fair value of Liberty Broadband Preferred Stock as of December 31, 2024 was $ 174 million (Level 1).
3 unchanged sentences
If Liberty Broadband fails to pay cash dividends on the Liberty Broadband Preferred Stock in full for any four consecutive or non-consecutive dividend periods then the dividend rate shall increase by 2.00 % per annum of the liquidation price until cured.
−Removed: On December 13, 2023, the Company announced that its board of directors had declared a quarterly cash dividend of approximately $ 0.44 per share of Liberty Broadband Preferred Stock which was paid on January 16, 2024 to shareholders of record of the Liberty Broadband Preferred Stock at the close of business on January 2, 2024.
−Removed: Liberty Broadband's Series A common stock (“LBRDA”) has one vote per share, Liberty Broadband's Series B common stock (“LBRDB”) has ten votes per share and Liberty Broadband’s Series C common stock (“LBRDK”) has no votes per share (except as otherwise required by applicable law).
+Added: On December 9, 2024, the Company announced that its board of directors had declared a quarterly cash dividend of approximately $ 0.44 per share of Liberty Broadband Preferred Stock which was paid on January 15, 2025 to shareholders of record of the Liberty Broadband Preferred Stock at the close of business on December 31, 2024.
+Added: Liberty Broadband Series A common stock (“LBRDA”) has one vote per share, Liberty Broadband Series B common stock (“LBRDB”) has ten votes per share and Liberty Broadband’s Series C common stock (“LBRDK”) has no votes per share (except as otherwise required by applicable law).
Each share of the Series B common stock is exchangeable at the option of the holder for one share of Series A common stock.
5 unchanged sentences
Purchases of Common Stock
+Added: During the year ended December 31, 2024, the Company repurchased 1 million shares of LBRDK for aggregate cash consideration of $ 89 million.
+Added: There were no repurchases of LBRDA or LBRDB during the year ended December 31, 2024.
During the year ended December 31, 2023, the Company repurchased 3 million shares of LBRDA and LBRDK for aggregate cash consideration of $ 227 million.
2 unchanged sentences
There were no repurchases of LBRDB during the year ended December 31, 2022.
−Removed: During the year ended December 31, 2021, the Company repurchased 26 million shares of LBRDA and LBRDK for aggregate cash consideration of $ 4.3 billion under the authorized repurchase program.
−Removed: There were no repurchases of LBRDB during the year ended December 31, 2021.
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, 2023, the Company had approximately $ 1.8 billion available to be used for share repurchases under the Company’s share repurchase program.
+Added: As of December 31, 2024, the Company had approximately $ 1.7 billion available to be used for share repurchases under the Company’s share repurchase program, which is currently restricted by the Merger Agreement.
Exchange Agreement with Chairman
17 unchanged sentences
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.
−Removed: Under the Exchange Agreement, the JM Trust exchanged 215,647 shares of LBRDB for the same number of LBRDK on June 13, 2022, and exchanged 211,255 shares of LBRDB for the same number of LBRDK on July 19, 2022.
−Removed: Additionally, the JM Trust exchanged 54,247 shares of LBRDB for the same number of LBRDK on January 23, 2023.
+Added: Under the Exchange Agreement, the JM Trust has exchanged 481,149 total shares of LBRDB for the same number of shares of LBRDK as of December 31, 2024.
+Added: On November 12, 2024, in connection with the entry into the Merger Agreement, Liberty Broadband entered into the Malone exchange side letter with the Malone exchange holders, whereby, among other things, the Malone exchange holders agreed to an arrangement under which Liberty Broadband will have the right, in connection with the GCI Divestiture, to exchange certain shares of LBRDB held by such Malone exchange holders for shares of LBRDK on a one -for-one basis (the “Malone
LIBERTY BROADBAND CORPORATION
1 unchanged sentence
December 31, 2024 , 2023 and 2022
+Added: exchange”) to avoid the application of certain related party rules that otherwise could limit the availability of certain tax benefits to the divested GCI entity following the GCI Divestiture.
+Added: If the Merger Agreement is terminated without the completion of the Combination having occurred but following the consummation of the Malone exchange (the “Malone exchange closing”), and unless otherwise agreed to in writing by the Malone exchange holders and Liberty Broadband, the Malone exchange will be automatically rescinded and treated as if neither the Malone exchange nor the Malone exchange closing had ever occurred.
+Added: Further, pursuant to the terms of the Malone exchange side letter, the parties thereto agreed to amend certain provisions of the Exchange Agreement to provide that (i) solely in connection with the GCI Divestiture, Malone Series C Exchangeable Shares (as defined in the Exchange Agreement) will not be exchanged for shares of LBRDB and the holders of such Malone Series C Exchangeable Shares will receive the same per share consideration received by holders of shares of LBRDK, (ii) Liberty Broadband waives its right to obligate the Malone exchange holders to enter into an exchange agreement with the divested GCI entity in connection with the GCI Divestiture, (iii) the Exchange Agreement would not be terminated as a result of the Malone exchange holders falling below 20 % voting power in connection with the GCI Divestiture, and (iv) following the Malone exchange and prior to any termination of the Merger Agreement, none of the Malone Series C Exchangeable Shares will be exchanged for shares of LBRDB.
(11) Stock-Based Compensation
1 unchanged sentence
Incentive Plans
−Removed: Liberty Broadband grants, to certain of its directors, employees and employees of its subsidiaries, restricted stock units (“RSUs”) and stock options to purchase shares of its common stock (collectively, "Awards").
+Added: Liberty Broadband grants, to certain of its directors, employees and employees of its subsidiaries, RSUs and stock options to purchase shares of its common stock.
The Company measures the cost of employee services received in exchange for an equity classified Award (such as stock options and restricted stock) based on the grant-date fair value (“GDFV”) of the Award and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the Award).
The Company measures the cost of employee services received in exchange for a liability classified Award based on the current fair value of the Award and re-measures the fair value of the Award at each reporting date.
−Removed: Pursuant to the Liberty Broadband 2019 Omnibus Incentive Plan, as amended, the Company may grant Awards to be made in respect of a maximum of 6.0 million shares of Liberty Broadband common stock.
+Added: Pursuant to the Liberty Broadband 2024 Omnibus Incentive Plan (the “2024 Plan”), the Company may grant Awards to be made in respect of a maximum of 5.0 million shares of Liberty Broadband common stock plus the shares remaining available for Awards under the prior Liberty Broadband 2019 Omnibus Incentive Plan (the “2019 Plan”), as of close of business on May 23, 2024, the effective date of the 2024 Plan.
+Added: Any forfeited shares from the 2019 Plan shall also be available again under the 2024 Plan.
Awards generally vest over 1 - 5 years and have a term of 7 - 10 years .
Liberty Broadband issues new shares upon exercise of equity awards.
−Removed: During the years ended December 31, 2023, 2022 and 2021, Liberty Broadband granted 129 thousand, 136 thousand and 167 thousand options, respectively, to purchase shares of LBRDK to our Chief Executive Officer.
−Removed: Such options had a weighted average GDFV of $ 27.83 , $ 39.10 and $ 40.05 per share, respectively, at the time they were granted and vested on December 29, 2023, December 30, 2022 and December 31, 2021, respectively.
−Removed: During the years ended December 31, 2023, 2022 and 2021, Liberty Broadband granted to its employees 407 thousand, 11 thousand and 30 thousand options, respectively, to purchase shares of LBRDK.
−Removed: Such options had a weighted average GDFV of $ 27.68 , $ 30.43 and $ 40.61 per share, respectively, and vest between one and three years .
−Removed: During the years ended December 31, 2023, 2022 and 2021, Liberty Broadband granted 21 thousand, 24 thousand and 26 thousand options, respectively, to purchase shares of LBRDK to its non-employee directors with a weighted average GDFV of $ 27.73 , $ 30.43 and $ 41.71 per share, respectively, which mainly cliff vest over a one year vesting period.
+Added: During the years ended December 31, 2024, 2023 and 2022, Liberty Broadband granted 183 thousand, 129 thousand and 136 thousand options, respectively, to purchase shares of LBRDK to our former Chief Executive Officer in connection with his employment agreement.
+Added: Such options had a GDFV of $ 20.18 , $ 27.83 and $ 39.10 per share, respectively, at the time they were granted and vested on December 31, 2024, December 29, 2023 and December 30, 2022, respectively.
+Added: During the year ended December 31, 2024, Liberty Broadband granted cash awards equal to $ 12.9 million to its employees and non-employee directors.
+Added: These cash awards vested 50 % on December 11, 2024 and the remaining 50 % will vest on December 11, 2025.
+Added: LIBERTY BROADBAND CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: December 31, 2024 , 2023 and 2022
+Added: During the years ended December 31, 2023 and 2022, Liberty Broadband granted to its employees 407 thousand and 11 thousand options, respectively, to purchase shares of LBRDK.
+Added: Such options had a weighted average GDFV of $ 27.68 per share and $ 30.43 per share, respectively, and vest between one and three years .
+Added: During the years ended December 31, 2023 and 2022, Liberty Broadband granted 21 thousand and 24 thousand options, respectively, to purchase shares of LBRDK to its non-employee directors with a weighted average GDFV of $ 27.73 per share and $ 30.43 per share, respectively, which cliff vest over a one year vesting period.
During the years ended December 31, 2024, 2023 and 2022, Liberty Broadband granted 132 thousand, 227 thousand and 227 thousand time-based and performance-based RSUs, respectively, of LBRDK to its employees, employees of subsidiaries and non-employee directors.
7 unchanged sentences
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.
−Removed: The Company estimates the expected term of the Awards based on
−Removed: LIBERTY BROADBAND CORPORATION
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: December 31, 2023 , 2022 and 2021
−Removed: historical exercise and forfeiture data.
+Added: The Company estimates the expected term of the Awards based on historical exercise and forfeiture data.
For grants made in 2024, 2023 and 2022, the range of expected terms was 5.1 to 5.2 years.
11 unchanged sentences
As of December 31, 2024, there were no outstanding options to purchase shares of LBRDA common stock.
−Removed: During the year ended December 31, 2023, Liberty Broadband had 69 thousand LBRDB options with a WAEP of $ 97.21 that were forfeited.
−Removed: During the years ended December 31, 2022 and 2021, the Company’s Chief Executive Officer exercised 37 thousand and 370 thousand LBRDB options at an exercise price of $ 97.21 per share for each exercise.
−Removed: 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.
+Added: During the years ended December 31, 2024 and 2023, Liberty Broadband had 150 thousand and 69 thousand LBRDB options, respectively, each with a WAEP of $ 97.21 , that were forfeited.
+Added: During the year ended December 31, 2022, the
+Added: LIBERTY BROADBAND CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: December 31, 2024 , 2023 and 2022
+Added: Company’s former Chief Executive Officer exercised 37 thousand LBRDB options at an exercise price of $ 97.21 per share.
+Added: 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.
Maffei agreed to exchange LBRDB shares for LBRDK shares following the exercise of certain stock options.
4 unchanged sentences
The aggregate intrinsic value of all options exercised during the years ended December 31, 2024, 2023 and 2022 was $ 52 million, $ 1 million and $ 3 million, respectively.
−Removed: LIBERTY BROADBAND CORPORATION
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: December 31, 2023 , 2022 and 2021
−Removed: Restricted Stock and Restricted Stock Units
−Removed: The aggregate fair value of all LBRDA and LBRDK RSAs and RSUs that vested during the years ended December 31, 2023, 2022 and 2021 was $ 12 million, $ 18 million and $ 28 million, respectively.
−Removed: As of December 31, 2023, the Company had approximately 371 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 $ 101.09 per share.
+Added: Restricted Stock Awards and RSUs
+Added: The aggregate fair value of all LBRDA and LBRDK restricted stock awards and RSUs that vested during the years ended December 31, 2024, 2023 and 2022 was $ 12 million, $ 12 million and $ 18 million, respectively.
+Added: As of December 31, 2024, the Company had approximately 317 thousand unvested restricted stock awards and RSUs of LBRDK held by certain officers and employees of the Company with a weighted average GDFV of $ 88.51 per share.
(12) Employee Benefit Plans
7 unchanged sentences
Charter and Liberty Broadband - Delaware Litigation
−Removed: 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: 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., A/N, and Liberty Broadband announced by Charter on May 26, 2015.
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.
On January 12, 2023, the parties reached a tentative agreement to settle the lawsuit.
−Removed: The court approved the settlement at a fairness hearing on June 22, 2023 and Liberty Broadband paid approximately $ 38 million to Charter as a result of the settlement, which had been accrued as a current liability in the consolidated balance sheet and recorded as a litigation settlement expense within operating income in the fourth quarter of 2022.
+Added: The court approved the settlement at a fairness hearing on June 22, 2023 and Liberty Broadband paid approximately $ 38 million to Charter as a result
+Added: LIBERTY BROADBAND CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: December 31, 2024 , 2023 and 2022
+Added: of the settlement, which had been accrued as a current liability in the consolidated balance sheet and recorded as a litigation settlement expense within operating income in the fourth quarter of 2022.
General Litigation
2 unchanged sentences
In the opinion of management, it is expected that amounts, if any, which may be required to satisfy such contingencies will not be material in relation to the accompanying consolidated financial statements.
−Removed: Hollywood Firefighters’ Pension Fund, et al.
−Removed: GCI Liberty, Inc., et al.
−Removed: On October 9, 2020, a putative class action complaint was filed by two purported GCI Liberty stockholders in the Court of Chancery of the State of Delaware under the caption Hollywood Firefighters’ Pension Fund, et al.
−Removed: GCI Liberty, Inc., et al.
−Removed: A new version of the complaint was filed on October 11, 2020.
−Removed: The complaint named as defendants GCI Liberty, as well as the members of the GCI Liberty board of directors.
−Removed: The complaint alleged, among other things, that Mr.
−Removed: Maffei, a director and the President and Chief Executive Officer of Liberty Broadband and, prior to the Combination, GCI Liberty, and Mr.
−Removed: Malone, the Chairman of the board of directors of Liberty Broadband and, prior to the Combination, GCI Liberty, in their purported capacities as controlling stockholders and directors of GCI Liberty, and the other directors of GCI Liberty, breached their fiduciary duties by approving the Combination.
−Removed: The complaint also alleged that various prior and current relationships among members of the
−Removed: LIBERTY BROADBAND CORPORATION
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: December 31, 2023 , 2022 and 2021
−Removed: GCI Liberty special committee, Mr.
−Removed: Malone and Mr.
−Removed: Maffei rendered the members of the GCI Liberty special committee not independent.
−Removed: During 2021 and in advance of the expenditure of significant time and costs, the parties began negotiations with the class of plaintiffs for a potential settlement of this action and entered into an agreement in principle to settle the litigation in return for a settlement payment of $ 110 million, which was recorded as a litigation settlement expense within operating income in the consolidated statements of operations.
−Removed: During the second half of 2021, the Company made a payment of $ 110 million in accordance with the settlement agreement and an additional $ 9 million mootness fee, which was also recorded as a litigation expense within operating income in the consolidated statements of operation.
−Removed: In addition, during the third quarter of 2021, the Company agreed to final settlement amounts with all five of its insurance carriers for insurance recoveries of approximately $ 24 million, which is recorded net of the litigation settlement expense on the consolidated statement of operations.
−Removed: Rural Health Care (“RHC”) Program
GCI Holdings receives support from various USF programs including the RHC Program.
The USF programs are subject to change by regulatory actions taken by the FCC, interpretations of or compliance with USF program rules, or legislative actions.
+Added: The USF programs have also been subject to legal challenge, which could disrupt or eliminate the support GCI Holdings receives.
Changes to any of the USF programs that GCI Holdings participates in could result in a material decrease in revenue and accounts receivable, which could have an adverse effect on GCI Holdings' business and the Company's financial position, results of operations or liquidity.
1 unchanged sentence
As of December 31, 2024, the Company had net accounts receivable from the RHC Program in the amount of approximately $ 69 million, which is included within Trade and other receivables in the consolidated balance sheets.
−Removed: FCC Rate Reduction.
−Removed: In November 2017, the Universal Service Administrative Company requested further information in support of the rural rates charged to a number of GCI Holdings' RHC customers in connection with the funding requests for the year that ran July 1, 2017 through June 30, 2018.
−Removed: On October 10, 2018, GCI Holdings received a letter from the FCC's Wireline Competition Bureau (“Bureau”) notifying it of the Bureau’s decision to reduce the rural rates charged to RHC customers for the funding year that ended on June 30, 2018 by approximately 26 % resulting in a reduction of total support payments of $ 28 million.
−Removed: The FCC also informed GCI Holdings that the same cost methodology used for the funding year that ended on June 30, 2018 would be applied to rates charged to RHC customers in subsequent funding years.
−Removed: In response to the Bureau’s letter, GCI Holdings filed an Application for Review with the FCC.
−Removed: On October 20, 2020, the Bureau issued two separate letters approving the cost-based rural rates GCI Holdings historically applied when recognizing revenue for services provided to its RHC customers for the funding years that ended on June 30, 2019 and June 30, 2020.
−Removed: GCI Holdings collected approximately $ 175 million in accounts receivable relating to these two funding years during the year ended December 31, 2021.
−Removed: GCI Holdings also filed an Application for Review of these determinations.
−Removed: Subsequently, GCI identified rates for similar services provided by a competitor that would justify higher rates for certain GCI satellite services in the funding years that ended on June 30, 2018, June 30, 2019, and June 30, 2020.
−Removed: GCI submitted that information to the Bureau on September 7, 2021.
−Removed: On June 25, 2020, GCI Holdings submitted cost studies with respect to a number of its rates for services provided to its RHC customers for the funding year ended June 30, 2021, which require approval by the Bureau.
−Removed: GCI Holdings further updated those studies on November 12, 2020, to reflect the completion of the bidding season for that funding year.
−Removed: 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, all of which the FCC approved.
+Added: The rates that GCI and other carriers can charge for service provided under the RHC Telecommunications Program are highly regulated by the FCC.
+Added: FCC rules provide that a telecommunications carrier can only charge a rural rate that is the average of rates actually being charged to commercial customers, other than health care providers, for identical or similar services in the rural area where the health care provider is located.
+Added: If that is not available, the rural rate must be the average of tariffed or other publicly available rates charged in that area over the same distance by other carriers.
+Added: If there is no rate available using rates actually being charged by GCI or other carriers, then, through the end of Funding Year 2025, which ends in June 2026, GCI may use a previously approved rural rate.
+Added: If none of the preceding options are available, then the rate must be determined by a cost study submitted to the FCC or, for jurisdictionally intrastate services, to the state public utility commission.
+Added: The RHC Telecommunications Program funds the difference between the rural rate and the urban rate, which is the amount that GCI must collect from the health care provider.
+Added: The FCC has an ongoing rulemaking proceeding addressing the RHC rules, how subsidies are determined and related processes.
+Added: GCI cannot predict which changes the FCC will adopt, and whether those changes will benefit or adversely affect GCI.
RHC Program Funding Cap.
The RHC Program has a funding cap for each individual funding year that is annually adjusted for inflation, and which the FCC can increase by carrying forward unused funds from prior funding years.
−Removed: LIBERTY BROADBAND CORPORATION
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: December 31, 2023 , 2022 and 2021
−Removed: years, including the current year, this funding cap has not limited the amount of funding received by participants;
+Added: In recent years, including the current year, this funding cap has not limited the amount of funding received by participants;
however, management continues to monitor the funding cap and its potential impact on funding in future years.
4 unchanged sentences
In the fourth quarter of 2019, GCI Holdings became aware of potential RHC Program compliance issues related to certain of GCI Holdings’ currently active and expired contracts with certain of its RHC customers.
−Removed: The Company and its external experts performed significant and extensive procedures to determine whether GCI Holdings’ currently active and expired contracts with its RHC customers would be deemed to be in compliance with the RHC Program rules.
+Added: The Company and its external experts performed significant and extensive procedures to determine whether GCI Holdings’ currently active and expired
+Added: LIBERTY BROADBAND CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: December 31, 2024 , 2023 and 2022
+Added: contracts with its RHC customers would be deemed to be in compliance with the RHC Program rules.
GCI Holdings notified the FCC of the potential compliance issues in the fourth quarter of 2019.
12 unchanged sentences
however, the Company is unable to assess the ultimate outcome of the potential compliance issues and is unable to reasonably estimate any range of loss or possible loss.
−Removed: LIBERTY BROADBAND CORPORATION
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: December 31, 2023 , 2022 and 2021
On May 10, 2023, GCI entered into a final settlement agreement with both the FCC and the DOJ to resolve all Enforcement Bureau and Related Inquiries discussed above except for the matter that was separately identified during the third quarter of 2022, which continues to remain outstanding.
The settlement with the FCC and the DOJ resulted in a total cash payment of $ 41 million of which $ 27 million was paid to the FCC and $ 14 million was paid to the DOJ in 2023, which had been previously recorded as liabilities.
−Removed: Additionally, as part of the settlement with the FCC and the DOJ, GCI Holdings withdrew all of its open Applications for Review related to FCC rate reduction matters.
Off-Balance Sheet Arrangements
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.
+Added: LIBERTY BROADBAND CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: December 31, 2024 , 2023 and 2022
(14) 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: Liberty Broadband evaluates performance and makes decisions about allocating resources to its operating segments based on financial measures such as revenue and Adjusted OIBDA.
+Added: Liberty Broadband’s chief operating decision maker, the Chief Executive Officer, evaluates performance and makes decisions about allocating resources to its operating segments based on financial measures such as revenue, operating expenses, selling, general and administrative expenses, and Adjusted OIBDA.
In addition, Liberty Broadband reviews nonfinancial measures such as subscriber growth.
11 unchanged sentences
The accounting policies of the segments that are also consolidated companies are the same as those described in the Company’s summary of significant accounting policies in the Company’s annual financial statements.
−Removed: We have included amounts attributable to Charter in the tables below.
−Removed: Although Liberty Broadband owns less than 100 % of the outstanding shares of Charter, 100 % of
+Added: See note 5 for segment disclosure information related to Charter.
LIBERTY BROADBAND CORPORATION
1 unchanged sentence
December 31, 2024 , 2023 and 2022
−Removed: the Charter amounts are included in the schedule below and subsequently eliminated in order to reconcile the account totals to the Liberty Broadband consolidated financial statements.
Performance Measures
−Removed: Years ended December 31,
+Added: December 31, 2024
amounts in millions
−Removed: Corporate and other
−Removed: Eliminate equity method affiliate
−Removed: Consolidated Liberty Broadband
+Added: Operating expense (excluding stock-based compensation)
+Added: Selling, general and administrative expense (excluding stock-based compensation)
+Added: Adjusted OIBDA
+Added: December 31, 2023
+Added: amounts in millions
+Added: Operating expense (excluding stock-based compensation)
+Added: Selling, general and administrative expense (excluding stock-based compensation)
+Added: Adjusted OIBDA
+Added: December 31, 2022
+Added: amounts in millions
+Added: Operating expense (excluding stock-based compensation)
+Added: Selling, general and administrative expense (excluding stock-based compensation)
+Added: Adjusted OIBDA
Other Information
5 unchanged sentences
Corporate and other
−Removed: Eliminate equity method affiliate
Consolidated Liberty Broadband
+Added: LIBERTY BROADBAND CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: December 31, 2024 , 2023 and 2022
Revenue by Geographic Area
3 unchanged sentences
Other countries
−Removed: LIBERTY BROADBAND CORPORATION
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: December 31, 2023 , 2022 and 2021
The following table provides a reconciliation of Adjusted OIBDA to Operating income (loss) and earnings (loss) before income taxes:
18 unchanged sentences
Principal Accountant Fees and Services
−Removed: We expect to file our definitive proxy statement for our 2024 Annual Meeting of Shareholders with the Securities and Exchange Commission on or before April 29, 2024.
+Added: We expect to file our definitive proxy statement for our 2025 Annual Meeting of Stockholders with the Securities and Exchange Commission on or before April 30, 2025.
Exhibits and Financial Statement Schedules .
12 unchanged sentences
The audited consolidated financial statements of Charter Communications, Inc.
−Removed: as of December 31, 2023 and 2022, and for each of the years ended December 31, 2023, 2022 and 2021, as well as the accompanying notes thereto and the related Report of Independent Registered Public Accounting Firm, are contained in Charter Communications, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 2, 2024 and are incorporated herein by reference as Exhibit 99.1.
+Added: as of December 31, 2024 and 2023, and for each of the years ended December 31, 2024, 2023 and 2022, as well as the accompanying notes thereto and the related Report of Independent Registered Public Accounting Firm, are contained in Charter Communications, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on January 31, 2025 and are incorporated herein by reference as Exhibit 99.1.
(a)(3) Exhibits
4 unchanged sentences
333-248854) (the “Prospectus”)).
+Added: Agreement and Plan of Merger, dated November 12, 2024, by and among the Registrant, Charter Communications, Inc., Fusion Merger Sub 1, LLC and Fusion Merger Sub 2, Inc.
+Added: (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on November 13, 2024 (File No.
+Added: 001-36713) (the “November 2024 8-K”)).
3 - Articles of Incorporation and Bylaws:
21 unchanged sentences
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: 001-36713) ) .
Form of Amendment No.
2 unchanged sentences
7 to Margin Loan Agreement, dated as of May 17, 2023, among LBC Cheetah 6, LLC, as Borrower, and the other various parties thereto (incorporated by reference to Exhibit 4.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 filed on August 4, 2023 (File No.
+Added: Form of Amendment No.
+Added: 8 to Margin Loan Agreement, dated as of June 26, 2024, among LBC Cheetah 6, LLC, as Borrower, and the other various parties thereto (incorporated by reference to Exhibit 4.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 filed on August 8, 2024 (File No.
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.
11 unchanged sentences
3 to the Registrant’s Schedule 13D in respect of common stock of Charter Communications, Inc., filed on May 26, 2016 (File No.
+Added: Amendment No.
+Added: 1 to the Second Amended and Restated Stockholders Agreement and the Letter Agreement, dated November 12, 2024, by and among the Registrant, Charter Communications, Inc.
+Added: and Advance/Newhouse Partnership (incorporated by reference to Exhibit 10.3 to the November 2024 8-K).
Aircraft Time Sharing Agreements, dated as of November 6, 2015, by and between the Registrant 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.
11 unchanged sentences
Services Agreement, dated as of November 4, 2014, by and between Liberty Media Corporation and the Registrant (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed on November 14, 2014 (File No.
−Removed: Form of First Amendment to Services Agreement, effective as of December 13, 2019, between Liberty Media Corporation and Qurate Retail, Inc., the Registrant, GCI Liberty, Inc.
+Added: Form of First Amendment to Services Agreement, effective as of December 13, 2019, between Liberty Media Corporation and QVC Group, Inc., the Registrant, GCI Liberty, Inc.
and Liberty TripAdvisor Holdings, Inc.
2 unchanged sentences
Maffei (incorporated by reference to Exhibit 10.1 to Liberty Media Corporation’s Current Report on Form 8-K, filed on December 19, 2019 (File No.
−Removed: Form of Annual Option Award Agreement between the Registrant and Gregory B.
−Removed: Maffei under the Liberty Broadband Corporation 2019 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on December 19, 2019 (Filed No.
−Removed: 001-36713) (the “December 2019 8-K”)).
Form of Annual Performance-based Restricted Stock Unit Award Agreement between the Registrant and Gregory B.
2 unchanged sentences
Maffei under the Liberty Broadband Corporation 2019 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.5 to the December 2019 8-K).
+Added: Assumption and Joinder Agreement to Tax Sharing Agreement, made and entered into as of November 12, 2024, by and among the Registrant, Charter Communications, Inc., Grizzly Merger Sub 1, LLC and QVC Group, Inc.
+Added: (incorporated by reference to Exhibit 10.5 to the November 2024 8-K).
Assumption and Joinder Agreement to Tax Sharing Agreement, made and entered into as of August 6, 2020, by and among the Registrant, GCI Liberty, Inc.
−Removed: and Qurate Retail, Inc.
+Added: and QVC Group, Inc.
(incorporated by reference to Annex H to the Prospectus).
Tax Sharing Agreement, dated as of March 9, 2019, by and between GCI Liberty, Inc.
−Removed: and Qurate Retail, Inc.
+Added: and QVC Group, Inc.
(incorporated by reference to Exhibit 10.1 to GCI Liberty, Inc.’s Current Report on Form 8-K filed on March 14, 2018 (File No.
001-38385) (the “March 2018 8-K”)).
−Removed: Assumption and Joinder Agreement to Indemnification Agreement, made and entered into as of August 6, 2020, by and among the Registrant, GCI Liberty, Inc., Qurate Retail, Inc., Liberty Interactive LLC and LV Bridge, LLC (incorporated by reference to Annex I to the Prospectus).
+Added: Assumption and Joinder Agreement to Indemnification Agreement, made and entered into as of November 12, 2024, by and among the Registrant, Charter Communications, Inc., Grizzly Merger Sub 1, LLC, QVC Group, Inc., Liberty Interactive LLC and LV Bridge, LLC.
+Added: (incorporated by reference to Exhibit 10.6 to the November 2024 8-K).
+Added: Assumption and Joinder Agreement to Indemnification Agreement, made and entered into as of August 6, 2020, by and among the Registrant, GCI Liberty, Inc., QVC Group, Inc., Liberty Interactive LLC and LV Bridge, LLC (incorporated by reference to Annex I to the Prospectus).
Indemnification Agreement, dated as of March 9, 2018, by and among GCI Liberty, Inc., Liberty Interactive Corporation, Liberty Interactive LLC and LV Bridge, LLC (incorporated by reference to Exhibit 10.2 to the March 2018 8-K).
−Removed: Assignment and Assumption Agreement, dated as of August 6, 2020, by and among the Registrant, GCI Liberty, Inc., Grizzly Merger Sub 1, LLC, Qurate Retail, Inc.
+Added: Assignment and Assumption Agreement, dated as of August 6, 2020, by and among the Registrant, GCI Liberty, Inc., Grizzly Merger Sub 1, LLC, QVC Group, Inc.
and Liberty Interactive LLC (incorporated by reference to Annex J to the Prospectus).
11 unchanged sentences
001-36713)) .
+Added: Exchange Side Letter Agreement, dated November 12, 2024, by and among the Registrant, John C.
+Added: Malone, The John C.
+Added: Malone 1995 Revocable Trust, The Leslie A.
+Added: Malone 1995 Revocable Trust and the John C.
+Added: Malone June 2003 Charitable Unitrust (incorporated by reference to Exhibit 10.4 to the November 2024 8-K).
Exchange Agreement, dated as of June 13, 2022, by and among John C.
1 unchanged sentence
Malone 1995 Revocable Trust U/A DTD 3/6/1995 and the Registrant (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on June 13, 2022 (File No.
+Added: Form of Restricted Stock Unit Agreement under the Liberty Broadband Corporation 2019 Omnibus Incentive Plan, as amended from time to time, for certain officers (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed on May 8, 2024 (File No.
+Added: Liberty Broadband Corporation 2024 Omnibus Incentive Plan (incorporated by reference to Annex A to the Registrant’s Proxy Statement on Schedule 14A, filed on April 25, 2024 (File No.
+Added: Form of Time-Based Cash Award Agreement under the Liberty Broadband Corporation 2024 Omnibus Incentive Plan for Nonemployee Directors.*
+Added: Form of Time-Based Cash Award Agreement under the Liberty Broadband Corporation 2024 Omnibus Incentive Plan for certain officers.*
+Added: Voting Agreement, dated November 12, 2024, by and among the Registrant, Charter Communications, Inc., The John C.
+Added: Malone 1995 Revocable Trust, The Leslie A.
+Added: Malone 1995 Revocable Trust, The Malone Family Land Preservation Foundation and the John C.
+Added: Malone June 2003 Charitable Unitrust (incorporated by reference to Exhibit 10.1 to the November 2024 8-K).
+Added: Voting Agreement, dated November 12, 2024, by and among the Registrant, Charter Communications, Inc., Gregory B.
+Added: Maffei, Maven GRAT 1, LLC, Maven 2017-1 GRAT, LLC and the Maffei Foundation (incorporated by reference to Exhibit 10.2 to the November 2024 8-K).
+Added: Liberty Broadband Corporation Insider Trading Policies and Procedures.*
Subsidiaries of Liberty Broadband Corporation.*
4 unchanged sentences
Section 1350 Certification.**
−Removed: Liberty Broadband Corporation Policy for the Recovery of Erroneously Awarded Compensation*
+Added: Liberty Broadband Corporation Policy for the Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97 to the Registrant’s Annual Report on Form 10-K filed on February 16, 2024 (File No.
Audited consolidated financial statements of Charter Communications, Inc.
as of December 31, 2023 and 2022 and for each of the years ended December 31, 2024, 2023 and 2022 (incorporated by reference to Charter Communications, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024 (File No.
−Removed: 001-33664), filed on February 2, 2024).
+Added: 001-33664), filed on January 31, 2025).
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded with the Inline XBRL document.*
13 unchanged sentences
February 27, 2025
−Removed: /s/ GREGORY B.
President and Chief Executive Officer
2 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
−Removed: Chairman of the Board and Director
−Removed: February 16, 2024
−Removed: /s/Gregory B.
−Removed: Director, Chief Executive Officer
+Added: Chairman of the Board, Director, President and
+Added: Chief Executive Officer
February 27, 2025
−Removed: and President
Chief Accounting Officer and Principal Financial Officer
10 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.