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What changed in Liberty Broadband Corp's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Liberty Broadband Corp's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+699 added−581 removedSource: 10-K (2025-02-27) vs 10-K (2024-02-16)

Top changes in Liberty Broadband Corp's 2024 10-K

699 paragraphs added · 581 removed · 450 edited across 10 sections

Item 1. Business

Business — how the company describes what it does

199 edited+88 added−66 removed135 unchanged
Biggest changeIts facilities include hybrid-fiber-coax plant and head-end distribution equipment. The majority of its locations on the fiber routes are served from head-end distribution equipment in Anchorage. All of its cable systems are completely digital. In preparation for GCI Holdings’ progression to 10 gigabit internet, it is transitioning from traditional delivery methods to an Internet Protocol ("IP") video solution.
Biggest changeThis management platform allows GCI Holdings to offer network monitoring and management services to businesses and governmental entities. GCI Holdings’ video businesses are located throughout Alaska. Its facilities include hybrid-fiber-coax plant and head-end distribution equipment. The majority of its locations on the fiber routes are served from head-end distribution equipment in Anchorage.
Products and Services Charter offers its customers subscription-based Internet services, video services, and mobile and voice services, with prices and related charges based on the types of service selected, whether the services are sold as a “bundle” or on an individual basis, and based on the equipment necessary to receive Charter’s services.
Products and Services Charter offers its customers subscription-based Internet, video, mobile and voice services, with prices and related charges based on the types of service selected, whether the services are sold as a “bundle” or on an individual basis, and based on the equipment necessary to receive Charter’s services.
Bundled services, including some combination of Charter’s Internet, video, voice and/or mobile products, are available to substantially all of Charter’s passings.
Bundled services, including some combination of Charter’s Internet, video, mobile and/or voice products, are available to substantially all of Charter’s passings.
Schools and Libraries Program . In 2014, the FCC adopted orders modernizing the USF Schools and Libraries Program (“E-Rate”), which aids schools and libraries in obtaining affordable broadband.
In 2014, the FCC adopted orders modernizing the USF Schools and Libraries Program (“E-Rate”), which aids schools and libraries in obtaining affordable broadband.
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”).
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 Spectrum Enterprise product portfolio includes connectivity services such as Internet Access (fiber, wireless and coax delivered); Wide Area Network ("WAN") solutions (Ethernet, Software Defined-WAN and cloud connectivity) that privately and securely connect geographically dispersed customer locations and cloud service providers; and Managed Services which address a wide range of enterprise networking (e.g., routing, Local Area Network, WiFi) and security (e.g., firewall, Distributed Denial of Service protection) challenges.
The Spectrum Enterprise product portfolio includes connectivity services such as Internet Access (fiber, coax and wireless delivered); Wide Area Network (“WAN”) services (Ethernet, Software Defined-WAN and cloud connectivity) that privately and securely connect geographically dispersed customer locations and cloud service providers; and Managed Service solutions which address a wide range of enterprise networking (e.g. routing, Local Area Network, WiFi) and security (e.g. firewall, Distributed Denial of Service protection) challenges.
Privacy and Information Security Regulation The Communications Act limits Charter and GCI Holdings’ ability to collect, use, and disclose customers’ personally identifiable information for its Internet, video and voice services. Charter and GCI Holdings are subject to additional federal, state, and local laws and regulations that impose additional restrictions on the collection, use and disclosure of consumer information.
Privacy and Information Security Regulation The Communications Act limits Charter and GCI Holdings’ ability to collect, use, and disclose customers’ personally identifiable information for its Internet, video, mobile and voice services. Charter and GCI Holdings are subject to additional federal, state, and local laws and regulations that impose additional restrictions on the collection, use and disclosure of consumer information.
All broadband providers are also obliged by CALEA to configure their networks in a manner that facilitates the ability of state and federal law enforcement, with proper legal process authorized under the Electronic Communications Privacy Act, to wiretap and obtain records and information concerning their customers, including the content of their communications.
All broadband and VoIP providers are also obliged by CALEA to configure their networks in a manner that facilitates the ability of state and federal law enforcement, with proper legal process authorized under the Electronic Communications Privacy Act, to wiretap and obtain records and information concerning their customers, including the content of their communications.
Commercial Services Charter offers scalable broadband communications solutions for businesses and carrier organizations of all sizes, selling Internet access, data networking, fiber connectivity to cellular towers and office buildings, video entertainment services and business telephone services. Small and Medium Business Spectrum Business offers Internet, voice and video services to SMBs over its hybrid fiber coaxial network.
Commercial Services Charter offers scalable broadband communications solutions for businesses and carrier organizations of all sizes, selling Internet access, data networking, fiber connectivity to cellular towers and office buildings, video entertainment services and business telephone services. Small and Medium Business Spectrum Business offers Internet, video, mobile and voice services to SMBs over its hybrid fiber coaxial network.
Residential Services Connectivity Services Charter provides its customers with a suite of broadband connectivity services, including fixed Internet, WiFi and mobile, which when bundled together provides Charter’s customers with a differentiated converged connectivity experience while saving consumers and businesses money. Charter offers Spectrum Internet products with speeds up to 1 Gbps across its entire footprint.
Residential Services Connectivity Services Charter provides its customers with a suite of broadband connectivity services, including fixed Internet, WiFi and mobile, which when bundled together provides Charter’s customers with a differentiated converged connectivity experience while saving consumers money. Charter offers Spectrum Internet products with speeds up to 1 Gbps across its entire footprint.
Charter leverages the Verizon cellular network to provide nationwide coverage including unlimited calls, text and data using Verizon’s fourth generation and 5G service including their 5G wide band services. Spectrum Mobile also uses Verizon’s international roaming partner network to ensure customers have coverage around the globe.
Charter leverages the Verizon cellular network to provide nationwide coverage including unlimited calls, text and data using Verizon’s fourth generation and 5G service including their 5G ultra-wide band services. Spectrum Mobile also uses Verizon’s international roaming partner network to ensure customers have coverage around the globe.
Charter also has specialized offerings to enhance affordability of its Internet product for qualified low-income households, including Spectrum Internet Assist, a 50 megabits per second (“Mbps”) service, and Internet 100, a 100 Mbps service. Both are low cost and include a modem for no additional charge.
Charter also has specialized offerings to enhance affordability of its Internet product for qualified low-income households, including Spectrum Internet Assist, a 50 megabits per second (“Mbps”) service, and Internet Advantage, a 100 Mbps service. Both are low cost and include a modem for no additional charge.
Charter’s enterprise solutions also face competition from the competitors described above as well as cloud-based application-service providers, managed service providers and other telecommunications carriers, such as metro and regional fiber-based carriers. GCI Holdings’ business data, wireless and voice services face similar competition as described above for its consumer products.
Charter’s enterprise solutions face competition from the competitors described above as well as cloud-based application-service providers, managed service providers and other telecommunications carriers, such as metro and regional fiber-based carriers. GCI Holdings’ business data, wireless and voice services face similar competition as described above for its consumer products.
Customers are increasingly accessing their subscription video content through Charter’s highly rated Spectrum TV app via mobile devices and connected IP devices, such as Xumo, Roku and Samsung TV. Access to the Spectrum TV app is included in all Spectrum TV video plans.
Customers are increasingly accessing their subscription video content through Charter’s highly rated Spectrum TV app via mobile devices and connected IP devices, such as Xumo, Apple TV, Roku and Samsung TV. Access to the Spectrum TV app is included in all Spectrum TV video plans.
Customers can choose from unlimited or by-the-gig data usage plans and can easily switch between mobile data plans during the month. All plans include 5G service, free nationwide talk and text, and simple pricing that includes all taxes and fees.
Alternatively, mobile customers can choose from unlimited or by-the-gig data usage plans and can easily switch between mobile data plans during the month. All plans include 5G service, free nationwide talk and text, and simple pricing that includes all taxes and fees.
Business Services Charter and GCI Holdings face intense competition across each of their business service product offerings. Charter’s SMB Internet, video and voice services face competition from a variety of providers as described above.
Business Services Charter and GCI Holdings face intense competition across each of their business service product offerings. Charter’s SMB Internet, video, mobile and voice services face competition from a variety of providers as described above.
Charter’s systems currently provide a two-way all-digital platform, leveraging DOCSIS 3.1 technology and bandwidth of 750 megahertz or greater, to virtually all of its estimated passings.
Charter’s systems currently provide a two-way all-digital platform, leveraging DOCSIS 3.1 technology and bandwidth of 750 megahertz or greater, to virtually all of its passings.
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 .
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 .
Universal Service. Under FCC regulations and RCA orders, GCI Holdings is an authorized ETC for purposes of providing wireless telephone service in many rural areas throughout Alaska.
Under FCC regulations and RCA orders, GCI Holdings is an authorized ETC for purposes of providing wireless telephone service in many rural areas throughout Alaska.
Other online video business models and products have also developed, some offered by programmers including, (i) subscription video on demand (“SVOD”) services such as Netflix, Apple TV+, Amazon Prime and Hulu Plus, (ii) programmer DTC applications such as Disney+, Peacock and Paramount+, (iii) ad-supported free online video products, including YouTube and Pluto TV, some of which offer programming for free to consumers that Charter currently purchases for a fee, (iv) pay-per-view products, such as iTunes, and (v) additional offerings from mobile providers which continue to integrate and bundle video services and mobile products.
Other online video business models and products have also developed, some offered by programmers including, (i) subscription video on demand (“SVOD”) services such as Netflix, Apple TV+, Amazon Prime and Hulu Plus, (ii) programmer streaming applications such as Max, Disney+, Peacock and Paramount+, (iii) ad-supported free online video products, including YouTube and Pluto TV, some of which offer programming for free to consumers that Charter currently purchases for a fee, (iv) pay-per-view products, such as iTunes, and (v) additional offerings from mobile providers which continue to integrate and bundle video services and mobile products.
In 2019, the FCC clarified that the value of in-kind contribution requirements set forth in cable franchises is subject to the statutory cap on franchise fees, and it reaffirmed that state and local authorities are barred from imposing franchise fees on revenue derived from non-cable services, such as Internet services, provided by cable operators over cable systems.
The FCC has clarified that the value of in-kind contribution requirements set forth in cable franchises is subject to the statutory cap on franchise fees, and it reaffirmed that state and local authorities are barred from imposing franchise fees on revenue derived from non-cable services, such as Internet services, provided by cable operators over cable systems.
Through Charter’s network evolution initiatives, Charter is currently expanding its spectrum to 1.2 Ghz through a module upgrade in the hub, node and amplifier and using high splits and DAA to deliver multi-gig speed capabilities while using the current DOCSIS 3.1 customer premise equipment.
Through Charter’s network evolution initiative, Charter is currently expanding its spectrum to 1.2 Ghz through a module upgrade in the hub, node and amplifier and using high splits and DAA to deliver multi-gig speed capabilities while using the current DOCSIS 3.1 customer premise equipment.
As of December 31, 2023, the Company’s consolidated subsidiaries had an aggregate of approximately 1,900 full and part-time employees and the Company is not party to any union contracts with its employees. Liberty Broadband believes that its employee relations are good.
As of December 31, 2024, the Company’s consolidated subsidiaries had an aggregate of approximately 1,900 full and part-time employees and the Company is not party to any union contracts with its employees. Liberty Broadband believes that its employee relations are good.
The vast majority of users connect to the Internet over facilities of existing communications carriers. Those communications carriers are subject to varying levels of regulation at both the federal and state level. Thus, non-Internet-specific regulatory decisions exercise a significant influence over the economics of the Internet market.
The vast majority of users connect to the Internet over facilities of existing communications providers. Those communications providers are subject to varying levels of regulation at both the federal and state level. Thus, non-Internet-specific regulatory decisions exercise a significant influence over the economics of the Internet market.
Spectrum Business Connect with RingCentral is an SMB communications solution that includes Spectrum Internet, voice and complementary mobility features allowing its customers’ remote and office employees to stay more easily connected regardless of their location.
Spectrum Business Connect is an SMB communications solution that includes Spectrum Internet, voice and complementary mobility features allowing its customers’ remote and office employees to stay more easily connected regardless of their location.
In addition, Charter enters into interconnect agreements from time to time with other cable operators, which, on behalf of a number of video operators, sells advertising time to national and regional advertisers in individual or multiple service areas.
In addition, Charter enters into interconnect agreements from time to time with other cable operators, which, on behalf of a number of video operators, sell advertising time to national and regional advertisers in individual or multiple service areas.
The RHC Telecommunications Program subsidizes the rates for telecommunications services provided to rural health care providers based on the difference between the urban and rural rates for such services. The Healthcare Connect Fund Program provides support for high-capacity broadband connectivity to eligible health care providers.
The USF RHC Program provides funding to eligible healthcare providers for telecommunications and broadband services. The RHC Telecommunications Program subsidizes the rates for telecommunications services provided to rural health care providers based on the difference between the urban and rural rates for such services. The Healthcare Connect Fund Program provides support for high-capacity broadband connectivity to eligible health care providers.
Charter also expects to participate in additional federal, state and municipal grant programs over the coming years, including the Broadband Equity, Access and Deployment (“BEAD”) program, if favorable regulatory conditions are conducive to private investment.
Charter also expects to participate in additional federal, state and municipal grant programs over the coming years, including the Broadband Equity, Access and Deployment program, if regulatory conditions are conducive to private investment.
I-16 Table of Contents 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.
I-17 Table of Contents 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.
Congress and certain federal agencies are considering ways to streamline federal permitting obligations and are in the process of providing significant additional financial support for broadband services in areas that are difficult to serve.
Other Federal Activities . Congress and certain federal agencies are considering ways to streamline federal permitting obligations and are in the process of providing significant additional financial support for broadband services in areas that are difficult to serve.
Charter continues to evolve its hybrid fiber coaxial network using a number of technologies, including spectrum expansion, initially to 1.2 GHz and then to 1.8 GHz, changing the bandwidth allocation to a “high split” to increase upstream speeds, Distributed Access Architecture ("DAA") and DOCSIS 4.0 technology.
Charter continues to expand the capacity of its hybrid fiber coaxial network using a number of technologies, including spectrum expansion, initially to 1.2 GHz and then to 1.8 GHz, changing the bandwidth allocation to a “high split” to increase upstream speeds, Distributed Access Architecture ("DAA") and DOCSIS 4.0 technology.
Ownership Interests 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, 2023.
Ownership Interests 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.
A Rural Telephone Company is exempt from compliance with certain material interconnection requirements under Section 251(c) of the Communications Act of 1934, as amended by the Telecommunications Act of 1996, including the obligation to negotiate Section 251(b) and (c) interconnection requirements in good faith, unless and until a state regulatory commission lifts such “rural exemption” or otherwise finds it does not apply.
A Rural Telephone Company is exempt from compliance with certain material interconnection requirements under Section 251(c) of the Communications Act of 1934, as amended by the Telecommunications I-25 Table of Contents Act of 1996, including the obligation to negotiate Section 251(b) and (c) interconnection requirements in good faith, unless and until a state regulatory commission lifts such “rural exemption” or otherwise finds it does not apply.
Although GCI Holdings primarily provides communications services over its own facilities, the ability to obtain access to other providers’ networks is an important element of its local access services business. Changes in applicable regulations and the wholesale offerings of suppliers could affect GCI Holdings’ ability to provide service. Wireless Services and Products General .
Although GCI Holdings primarily provides communications services over its own facilities, the ability to obtain access to other providers’ networks is an important element of its local access services business. Changes in applicable regulations and the wholesale offerings of suppliers could affect GCI Holdings’ ability to provide service.
Per the Alaska High Cost Order, as of January 1, 2017, Remote (as defined by the Alaska High Cost Order) high cost support payments to Alaska High Cost participants are frozen on a per-company basis at adjusted December 2014 levels for a ten-year term in exchange for meeting individualized performance obligations to offer voice and broadband services meeting the service obligations at specified minimum speeds by five-year and ten-year service milestones to a specified number of locations.
Per the Alaska High Cost Order, as of January 1, 2017, Remote (as defined by the Alaska High Cost Order) high cost support payments to Alaska High Cost participants are frozen on a per-company basis at adjusted December 2014 levels for a I-24 Table of Contents ten-year term in exchange for meeting individualized performance obligations to offer voice and broadband services meeting the service obligations at specified minimum speeds by five-year and ten-year service milestones to a specified number of locations.
Regulatory Matters The following summary addresses the key regulatory and legislative developments affecting the cable industry and Charter and GCI Holdings’ services for both residential and commercial customers. Cable systems and related communications networks and services are extensively regulated by the federal government (primarily the FCC), certain state governments and many local governments.
Regulatory Matters The following summary addresses the key regulatory and legislative developments affecting the cable industry and Charter and GCI Holdings’ services for both residential and commercial customers. Cable systems and communications networks and services more generally are extensively regulated by the federal government (primarily the FCC), certain state governments and many local governments.
Human Capital Resources Employees As described above, Liberty Broadband is party to a services agreement with Liberty, pursuant to which 86 Liberty corporate employees provide certain management services to Liberty Broadband for a determined fee.
Human Capital Resources Employees As described above, Liberty Broadband is party to a services agreement with Liberty, pursuant to which 84 Liberty corporate employees provide certain management services to Liberty Broadband for a determined fee.
In other cases, the interconnection agreements were reached by negotiation without regard to the implications of the ILEC’s rural exemption. GCI Holdings has negotiated and will continue to negotiate interconnection agreements as necessary. GCI Holdings has entered all of the major Alaskan markets with local access services.
In other cases, the interconnection agreements were reached by negotiation without regard to the implications of the ILEC’s rural exemption. GCI Holdings has negotiated and will continue to negotiate interconnection agreements as necessary. GCI Holdings has entered all of the major Alaskan markets with local access services. Access Charges and Other Regulated Fees.
Additionally, on an ongoing basis, GCI Holdings is subject to FCC-imposed rules requiring timely reporting of outages impacting access to emergency 911 services. Failure to comply with reporting requirements could result in the imposition of fines and other administrative remedies. State and Local Regulation.
Additionally, on an ongoing basis, GCI Holdings is subject to FCC-imposed rules requiring timely reporting of outages impacting access to emergency 911 services. Failure to comply with reporting requirements could result in the imposition of fines and other administrative remedies.
Spectrum Reach is also now employing multi-screen deterministic attribution services for television and streaming services that lets advertisers know the effectiveness of their advertising on Spectrum Reach’s platform. Other Services Regional Sports Networks Charter has an agreement with the Los Angeles Lakers for rights to distribute all locally available Los Angeles Lakers’ games through 2033.
Spectrum Reach is also now employing multi-screen deterministic attribution services for television and streaming services that lets advertisers know the effectiveness of their advertising on Spectrum Reach’s platform. I-12 Table of Contents Other Services Regional Sports Networks Charter has an agreement with the Los Angeles Lakers for rights to distribute all locally available Los Angeles Lakers’ games through 2033.
Charter expects these newly-served homes will be enabled to engage in remote work, virtual learning, telemedicine and other bandwidth-heavy applications that require high speed broadband connectivity. Newly-served rural areas will also benefit from Charter’s high-value SPP structure including its voice and mobile offerings, as well as its comprehensive selection of video products.
Charter expects these newly served homes will be enabled to engage in remote work, virtual learning, telemedicine and other bandwidth-heavy applications that require high speed broadband connectivity. Newly served rural areas will also benefit from Charter’s high-value Spectrum pricing and packaging structure including mobile and voice offerings, as well as its comprehensive selection of video products.
As an MVNO, Charter is subject to many of the same FCC regulations that apply to facilities-based wireless carriers, as well as certain state or local regulations, including (but not limited to): E911, local number portability, customer privacy, CALEA, universal service fund contribution, robocall mitigation and hearing aid compatibility and safety and emission requirements for mobile devices.
As an MVNO, Charter is subject to many of the same FCC regulations that apply to facilities-based wireless carriers, as well as certain state or local regulations, including (but not limited to): E911, local number portability, customer privacy, CALEA, USF contribution, robocall mitigation and hearing aid compatibility and safety and emission requirements for mobile devices.
Liberty strives to create a diverse, inclusive and supportive workplace, with opportunities for its employees to grow and develop in their careers, supported by competitive compensation, benefits and health and wellness programs, and by programs that build connections between its employees and their communities. Liberty Broadband fully supports these efforts.
Liberty strives to create a workplace with opportunities for its employees to grow and develop in their careers, supported by competitive compensation, benefits and health and wellness programs, and by programs that build connections between its employees and their communities. Liberty Broadband fully supports these efforts.
The Communications Act of 1934, as amended (the "Communications Act"), gives the FCC the authority to license and regulate the use of the electromagnetic spectrum for radio communications. GCI Holdings holds licenses for its satellite and microwave transmission facilities for provision of long-distance services. GCI Holdings holds various licenses for wireless spectrum.
The Communications Act of 1934, as amended (the "Communications Act"), gives the FCC the authority to license and regulate the use of the electromagnetic spectrum for radio communications. GCI Holdings holds licenses for its satellite and microwave transmission facilities for provision of long-distance services, and for its submarine cable landings. GCI Holdings holds various licenses for wireless spectrum.
They generally contain provisions governing cable operations, franchise fees, system construction, maintenance, technical performance, customer service standards, supporting and carrying public, education and government access channels, and changes in the ownership of the franchisee. Although local franchising authorities have considerable discretion in establishing franchise terms, certain federal protections benefit cable operators.
They generally contain provisions governing cable operations, franchise fees, access to and use of rights of way, system construction, maintenance, technical performance, customer service standards, supporting and carrying public, education and government access channels, and changes in the ownership of the franchisee. Although local franchising authorities have considerable discretion in establishing franchise terms, certain federal protections benefit cable operators.
In 2023, Charter’s in-house field operations workforce handled approximately 80% of its customer premise service transactions. In addition, Charter has been growing its in-house construction teams to perform a portion of its network expansion initiatives. Charter continues to focus on improving the customer experience through enhanced product offerings, reliability of services, and delivery of quality customer service.
In 2024, Charter’s in-house field operations workforce handled approximately 85% of its customer premise service transactions. In addition, Charter has been growing its in-house construction teams to perform a portion of its network expansion initiatives. Charter continues to focus on improving the customer experience through enhanced product offerings, reliability of services, and delivery of quality customer service.
The FCC or other regulatory authorities may adopt new or different regulations for MVNOs and/or mobile service providers in the future, or impose new taxes or fees applicable to Spectrum Mobile, which could adversely affect the service offering or Charter’s business generally. For example, California has proposed the imposition of service quality metrics on mobile services.
The FCC or other regulatory authorities may adopt new or different regulations for MVNOs and/or mobile service providers in the future, or impose I-27 Table of Contents new taxes or fees applicable to Spectrum Mobile, which could adversely affect the service offering or Charter’s business generally. For example, California has proposed the imposition of service quality metrics on mobile services.
Video competition Charter and GCI Holdings’ residential video services face growing competition across their footprints from a number of other sources, including companies that deliver linear network programming, movies and television shows on demand and other video content over broadband Internet connections to televisions, computers, tablets and mobile devices.
I-29 Table of Contents Video competition Charter and GCI Holdings’ residential video services face growing competition across their footprints from a number of other sources, including companies that deliver linear network programming, movies and television shows on demand and other video content over broadband Internet connections to televisions, computers, tablets and mobile devices.
DSL service is offered across Charter’s footprint and a portion of GCI Holdings’ footprint, often at prices lower than Charter and GCI Holdings’ Internet services, although typically at speeds much lower than I-27 Table of Contents the minimum speeds offered by Charter and GCI Holdings. In addition, commercial areas, such as retail malls, restaurants and airports, offer WiFi Internet service.
DSL service is offered across Charter’s footprint and a portion of GCI Holdings’ footprint, often at prices lower than Charter and GCI Holdings’ Internet services, although typically at speeds much lower than the minimum speeds offered by Charter and GCI Holdings. In addition, commercial areas, such as retail malls, restaurants and airports, offer WiFi Internet service.
Available Information All of our filings with the SEC including our Form 10-Ks, Form 10-Qs and Form 8-Ks, as well as amendments to such filings are available on our Internet website free of charge generally within 24 hours after we file such material with the SEC. Our website address is www.libertybroadband.com.
I-31 Table of Contents Available Information All of our filings with the SEC including our Form 10-Ks, Form 10-Qs and Form 8-Ks, as well as amendments to such filings are available on our Internet website free of charge generally within 24 hours after we file such material with the SEC. Our website address is www.libertybroadband.com.
The Spectrum Mobile service is offered to customers subscribing to Charter’s Internet service and uses both its Spectrum Mobile network (comprised of out-of-home WiFi access points across its footprint combined with out-of-home WiFi access points from other networks with which Charter partners) as well as leveraging Verizon Communications Inc.’s ("Verizon") cellular network.
The Spectrum Mobile service is offered to customers subscribing to Charter’s Internet service and uses the customers’ private WiFi, its Spectrum Mobile network (comprised of out-of-home WiFi access points across its footprint combined with out-of-home WiFi access points from other networks with which Charter partners) as well as leveraging the cellular network of Verizon Communications Inc. ("Verizon").
Charter’s voice services include unlimited local and long distance calling to the United States, Canada, Mexico and Puerto Rico, voicemail, call waiting, caller ID, call forwarding and other features and offers international calling either by the minute, or through packages of minutes per month.
Charter’s voice services include unlimited local and long distance calling to the I-10 Table of Contents United States, Canada, Mexico and Puerto Rico, voicemail, call waiting, caller ID, call forwarding and other features and offers international calling either by the minute, or through packages of minutes per month.
These businesses can be dramatically impacted by changes to the existing regulatory framework, whether triggered by legislative, administrative, or judicial rulings. Congress and the FCC have frequently revisited the subject of communications regulation and they are likely to do so again in the future.
These businesses can be dramatically impacted by changes to the existing regulatory framework, whether triggered by legislative, administrative, or I-18 Table of Contents judicial rulings. Congress and the FCC have frequently revisited the subject of communications regulation and they are likely to do so again in the future.
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.
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. Schools and Libraries Program .
Through close coordination of its customer service and sales and marketing efforts, its customer service representatives suggest to its customers other services they can purchase or enhanced versions of services they already I-4 Table of Contents purchase. Many calls into the customer service centers or visits into one of the retail stores result in sales of additional services and products.
Through close coordination of its customer service and sales and marketing efforts, its customer service representatives suggest to its customers other services they can purchase or enhanced versions of services they already purchase. Many calls into the customer service centers or visits into one of the retail stores result in sales of additional services and products.
Without ETC status, GCI Holdings would not qualify I-24 Table of Contents for USF support in these areas or other rural areas where it proposes to offer facilities-based wireless telephone services, and its net cost of providing wireless telephone services in these areas would be materially adversely affected.
Without ETC status, GCI Holdings would not qualify for USF support in these areas or other rural areas where it proposes to offer facilities-based wireless telephone services, and its net cost of providing wireless telephone services in these areas would be materially adversely affected.
I-18 Table of Contents Franchise Matters Charter and GCI Holdings’ cable systems generally are operated pursuant to nonexclusive franchises, permits, and similar authorizations granted by a municipality or other state or local government entity in order to utilize and cross public rights-of-way.
Franchise Matters Charter and GCI Holdings’ cable systems generally are operated pursuant to nonexclusive franchises, permits, and similar authorizations granted by a municipality or other state or local government entity in order to utilize and cross public rights-of-way.
As a result, Liberty Broadband is not responsible for the hiring, retention and compensation of these individuals (except that Liberty Broadband does grant equity incentive awards to these individuals). However, Liberty Broadband directly benefits from the efforts undertaken by Liberty to attract and retain talented employees.
As a result, Liberty Broadband is not responsible for the hiring, retention and compensation of these individuals (except that Liberty Broadband has granted equity incentive awards to these individuals). However, Liberty Broadband directly benefits from the efforts undertaken by Liberty to attract and retain talented employees.
Under the Alaska High Cost Order issued by the FCC in 2016, GCI Holdings receives this support for its incumbent local exchange carrier operations, which are ETCs under FCC regulations and RCA Orders. This support is frozen at the 2011 levels for High Cost Loop Support and I-23 Table of Contents Interstate Common Line Support, with certain adjustments.
Under the Alaska High Cost Order issued by the FCC in 2016, GCI Holdings receives this support for its incumbent local exchange carrier operations, which are ETCs under FCC regulations and RCA Orders. This support is frozen at the 2011 levels for High Cost Loop Support and Interstate Common Line Support, with certain adjustments.
Other FCC Regulatory Matters The Communications Act and FCC regulations cover a variety of additional areas applicable to Charter’s and GCI Holdings’ video services, including, among other things: (1) licensing of systems and facilities, including the grant of various spectrum licenses; (2) equal employment opportunity obligations; (3) customer service standards; (4) technical standards; (5) mandatory blackouts of certain network and syndicated programming; (6) restrictions on political advertising; (7) restrictions on advertising in children's programming; (8) ownership restrictions; (9) posting of certain information on an FCC “public file” website, including but not limited to political advertising records, equal employment opportunity practices, compliance with children’s programming requirements, policies for commercial leased access, system information, and channel carriage information including disclosure of ownership interests in channels carried; (10) emergency alert systems; (11) inside wiring and contracts for MDU complexes; (12) accessibility of content, including requirements governing video-description and closed-captioning; (13) competitive availability of cable equipment; (14) the provision of up to 15% of video channel capacity for commercial leased access by unaffiliated third parties; and (15) public, education and government entity access requirements.
Other FCC Regulatory Matters related to Video Services The Communications Act and FCC regulations cover a variety of additional areas applicable to Charter’s and GCI Holdings’ video services, including, among other things: (1) licensing of systems and facilities, including the grant of various I-19 Table of Contents spectrum licenses; (2) equal employment opportunity obligations; (3) customer service standards; (4) technical standards; (5) mandatory blackouts of certain network and syndicated programming; (6) restrictions on political advertising; (7) restrictions on advertising in children’s programming; (8) ownership restrictions; (9) posting of certain information on an FCC “public file” website, including but not limited to political advertising records, equal employment opportunity practices, compliance with children’s programming requirements, policies for commercial leased access, system information, and channel carriage information including disclosure of ownership interests in channels carried; (10) emergency alert systems; (11) inside wiring and contracts for MDU complexes; (12) accessibility of content, including requirements governing video-description and closed-captioning; (13) competitive availability of cable equipment; (14) the provision of up to 15% of video channel capacity for commercial leased access by unaffiliated third parties; (15) public, education and government entity access requirements; and (16) disclosure of an aggregated monthly “all-in” price on customer bills and advertising materials that include the price of video programming.
The Maine Act to Protect Privacy of Online Customer Information, which regulates how Internet service providers use and disclose customers’ personal information and requires Internet service providers to take reasonable measures to protect customers’ personal I-26 Table of Contents information became effective on July 1, 2020.
The Maine Act to Protect Privacy of Online Customer Information, which regulates how Internet service providers use and disclose customers’ personal information and requires Internet service providers to take reasonable measures to protect customers’ personal information, became effective on July 1, 2020.
During May 2014, the board of directors of Liberty Media Corporation and its subsidiaries (“Liberty”) authorized management to pursue a plan to spin-off to its stockholders common stock of a wholly-owned subsidiary, Liberty Broadband, and to distribute subscription rights to acquire shares of Liberty Broadband’s common stock (the “Broadband Spin-Off”). Liberty Broadband was formed in 2014 as a Delaware corporation.
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”).
During the year ended December 31, 2022, GCI Holdings recorded an additional estimated settlement expense of $15 million relating to a settlement offer made by GCI Holdings resulting in a total estimated liability of $27 million.
During the year ended December 31, 2022, GCI Holdings recorded an additional I-23 Table of Contents estimated settlement expense of $15 million relating to a settlement offer made by GCI Holdings resulting in a total estimated liability of $27 million.
Charter has been awarded over $2 billion in the RDOF auction and other federal, state and municipal grants that will partially fund, along with its substantial additional investment, the construction of new broadband infrastructure to more than one million estimated passings.
Charter has been awarded over $2 billion in the RDOF auction and other federal, state and municipal grants that will partially fund, along with its substantial additional investment, the construction of new broadband infrastructure to over 1.7 million estimated passings.
Including amounts spent to date, Charter expects to invest over $8 billion in total in its subsidized rural construction initiative, a portion of which it expects to offset with government funding, including over $2 billion of support awarded through December 31, 2023 in the Rural Development Opportunity Fund (“RDOF”) auction and other federal, state and municipal grants.
Including amounts spent to date, Charter expects to invest over $8 billion in total over the span of the initiative, a portion of which it expects to offset with government funding, including over $2 billion of support awarded through December 31, 2024 in the Rural Development Opportunity Fund (“RDOF”) auction and other federal, state and municipal grants.
News Channels Charter owns and manages 38 local news channels, including Spectrum News NY1 ® and Spectrum News SoCal, 24-hour news channels focused on New York City and Los Angeles, respectively.
News Channels Charter owns and manages over 30 local news channels, including Spectrum News NY1 ® and Spectrum News SoCal, 24-hour news channels focused on New York City and Los Angeles, respectively.
The support has a ten-year term, from January 1, 2017 to December 31, 2026. Without ETC status, GCI Holdings would not qualify for USF support in these areas, and its net cost of providing local telephone services in these areas would be materially adversely affected.
The support has a ten-year term, from January 1, 2017 to December 31, 2026. Beginning in January 2025, the support amount increases by 30%. Without ETC status, GCI Holdings would not qualify for USF support in these areas, and its net cost of providing local telephone services in these areas would be materially adversely affected.
I-14 Table of Contents Charter also provides customers with the opportunity to interact with it in the manner they choose through self-service options on its customer website and mobile device application, or via telephonic communication, online chat and social media.
Charter also provides customers with the opportunity to interact with it in the manner they choose through self-service options on its customer website and mobile device application, or via telephonic communication, online chat and social media.
Charter sells its residential and commercial services using national brand platforms known as Spectrum, Spectrum Business, Spectrum Enterprise, Spectrum Reach and Spectrum Community Solutions. These brands reflect Charter’s comprehensive approach to industry-leading products, driven by speed, performance and innovation.
Charter sells its residential and commercial services using national brand platforms known as Spectrum, Spectrum Business, Spectrum Enterprise, Spectrum Reach and Spectrum Community Solutions. These brands reflect Charter’s I-15 Table of Contents comprehensive approach to industry-leading products, driven by speed, performance and innovation.
The FCC has imposed rules requiring carriers to provide emergency 911 services, including E911 services that provide the caller’s phone number and approximate location to local public safety dispatch agencies.
Emergency 911 and 988 . The FCC has imposed rules requiring all mobile carriers, including MVNOs, to provide emergency 911 services, including E911 services that provide the caller’s phone number and approximate location to local public safety dispatch agencies.
Through this process, which Charter expects to complete in 2026, it will transform its network to enable multi-gigabit data speeds to customers. Those faster speeds will be offered in conjunction with the Spectrum Mobile product and Advanced WiFi, providing customers seamless and convenient, ultra-fast converged connectivity in attractively priced packages, such as Charter’s Spectrum One offer.
Through this process, which Charter expects to complete in 2027, it will transform its network to enable multi-gigabit data speeds to customers. Those faster speeds will be offered in conjunction with the Spectrum Mobile product and Advanced WiFi, providing customers seamless and convenient, ultra-fast converged connectivity in attractively priced packages.
The application of the proposed rules could adversely affect Charter and GCI Holdings’ businesses. ​ In November 2023, the FCC adopted new rules governing digital discrimination, pursuant to The Infrastructure Investment and Jobs Act of 2021 (the “IIJA”), to prevent discrimination of access to broadband Internet services.
The application of these rules could adversely affect Charter and GCI Holdings’ businesses. ​ I-21 Table of Contents In November 2023, the FCC adopted new rules governing digital discrimination, pursuant to The Infrastructure Investment and Jobs Act of 2021 (the “IIJA”), to prevent discrimination of access to broadband Internet services.
I-21 Table of Contents On May 28, 2020, GCI Holdings received a second letter of inquiry from the Enforcement Bureau in the same matter noted above.
On May 28, 2020, GCI Holdings received a second letter of inquiry from the Enforcement Bureau in the same matter noted above.
Enterprise Spectrum Enterprise offers tailored communications products and managed service solutions over a high-capacity last-mile network with speeds up to 100 Gbps to larger businesses and government entities (local, state and federal), in addition to wholesale services to mobile and wireline carriers.
I-11 Table of Contents Enterprise Spectrum Enterprise offers tailored connectivity, communications and managed service solutions over a high-capacity last-mile network with speeds up to 100 Gbps to larger businesses and government entities (local, state and federal), in addition to wholesale services to mobile and wireline carriers.
Charter’s awards through RDOF and ARPA include a number of regulatory requirements, such as serving as the carrier of last resort and completing increasingly larger portions of the network construction by certain dates. If Charter fails to meet these obligations, Charter could be subject to substantial government penalties.
Charter’s awards through RDOF and ARPA include a number of regulatory requirements, such as serving as the carrier of last resort and completing increasingly larger portions of the network construction by certain dates. If Charter fails to meet these obligations, Charter could be subject to substantial government penalties. Legal Challenges to the Constitutionality of the FCC Universal Service Support Programs.
Historically, Charter has generally viewed SVOD online video services as complementary to its own video offering and, in the case of programmer DTC offerings, have begun to package the DTC services with the linear offerings. However, services from virtual MVPDs and DTC offerings, as well as piracy and password sharing, negatively impact the number of customers purchasing Charter’s video product.
Historically, Charter has generally viewed SVOD online video services as complementary to its own video offering and, in the case of programmer streaming applications, Charter is packaging with the linear offerings. However, services from virtual MVPDs and programmer streaming applications, as well as piracy and password sharing, negatively impact the number of customers purchasing Charter’s video product.
Item 1. Business General Development of Business Liberty Broadband Corporation (“Liberty Broadband,” “the Company,” “us,” “we,” or “our”) is primarily comprised of GCI Holdings, LLC (“GCI Holdings” or “GCI”), a wholly owned subsidiary, and an equity method investment in Charter Communications, Inc. (“Charter”).
Item 1. Business General Development of Business Liberty Broadband Corporation (“Liberty Broadband,” “the Company,” “us,” “we,” or “our”) is primarily comprised of GCI Holdings, a wholly owned subsidiary, and an equity method investment in Charter.
Subsidized Rural Construction Initiative In 2023, Charter continued its subsidized rural construction initiative in which it intends to expand its network to offer a suite of broadband connectivity services, including fixed Internet, WiFi and mobile to over 1.6 million passings in unserved areas in states where it currently operates.
I-14 Table of Contents Subsidized Rural Construction Initiative In 2024, Charter continued its subsidized rural construction initiative in which it intends to expand its network to offer a suite of broadband connectivity services, including fixed Internet, WiFi and mobile to over 1.7 million passings in unserved areas in states where it currently operates.
These orders did not have a material effect on the overall E-Rate support available to GCI Holdings’ schools and libraries customers, and therefore did not materially affect its revenue from such customers. See Item 1A. Risk Factors for additional risks related to GCI Holdings’ participation in this USF program. Other Federal Activities .
These orders did not have a material effect on the overall E-Rate support available to GCI Holdings’ schools and libraries customers, and therefore did not materially affect its revenue from such customers. See Part I, Item 1A. “Risk Factors” for additional risks related to GCI Holdings’ participation in this USF program.
Charter and GCI Holdings compete for advertising revenue against, among others, local broadcast stations, national cable and broadcast networks, radio stations, print media, connected device platforms and online advertising companies and content providers.
Charter and GCI Holdings compete for advertising revenue against, among others, local broadcast stations, national cable and broadcast networks, radio stations, print media, connected device platforms, direct-to-consumer ad-supported applications and online advertising companies and content providers.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeI-31 Table of Contents Factors Relating to Charter ● Charter operates in a competitive business environment affecting its ability to attract and retain customers. ● If Charter is unable to procure the necessary services, equipment, software or licenses from its third-party service providers, suppliers and licensors on reasonable terms and on a timely basis, its ability to offer services could be impaired. ● Charter may not have the ability to pass on to its customers all of the increases in programming costs, which could adversely affect its cash flow and operating margins. ● Any failure to respond to technological developments and meet customer demand for new products and services could adversely affect its ability to compete effectively. ● Charter’s business may be adversely affected if it cannot continue to license or enforce the intellectual property rights on which its business depends. ● Events could disrupt or result in unauthorized access to Charter’s networks, information systems or properties and could impair its operating activities and negatively impact Charter’s reputation and financial results. ● Issues related to the development and use of artificial intelligence (“AI”) could give rise to legal or regulatory action, damage Charter’s reputation or otherwise materially harm its business. ● Charter’s exposure to the economic conditions of its current and potential customers, vendors and third parties could adversely affect its cash flow, results of operations and financial condition. ● If Charter is unable to retain key employees, its ability to manage its business could be adversely affected. ● Charter has a significant amount of debt and expects to incur significant additional debt in the future, which could adversely affect its financial condition and its ability to react to changes in its business. ● The agreements and instruments governing Charter’s debt contain restrictions and limitations that could significantly affect its ability to operate its business, as well as significantly affect its liquidity. ● Charter’s business is subject to extensive governmental legislation and regulation, which could adversely affect its business. ● Changes to the existing legal and regulatory framework under which Charter operates or the regulatory programs in which Charter or its competitors participate, including the possible elimination of the federal broadband ACP subsidy for low-income consumers, could adversely affect Charter’s business. ● Tax legislation and administrative initiatives or challenges to Charter’s tax and fee positions could adversely affect its results of operations and financial condition. ● The failure of Charter to renew a franchise or the grant of additional franchises in one or more service areas could adversely affect its business.
Biggest changeFactors Relating to Charter ● Charter operates in a competitive business environment affecting its ability to attract and retain customers. ● Events could disrupt or result in unauthorized access to Charter’s networks, information systems or properties and could impair its operating activities and negatively impact Charter’s reputation and financial results. ● If Charter is unable to procure the necessary services, equipment, software or licenses from its third-party service providers, suppliers and licensors on reasonable terms and on a timely basis, its ability to offer services could be impaired. ● Any failure to respond to technological developments and meet customer demand for new products and services could adversely affect its ability to compete effectively. ● Charter’s business may be adversely affected if it cannot continue to license or enforce the intellectual property rights on which its business depends. ● Charter may not have the ability to pass on to its customers all of the increases in programming costs, which could adversely affect its cash flow and operating margins. ● Issues related to the development and use of artificial intelligence (“AI”) could give rise to legal or regulatory action, damage Charter’s reputation or otherwise materially harm its business.
Charter’s voice and mobile services compete with wireless and wireline phone providers, as well as other forms of communication, such as text, instant messaging, social networking services, video conferencing and email. Competition from these companies, including intensive marketing efforts with aggressive pricing, may have an adverse impact on Charter’s ability to attract and retain customers.
Charter’s mobile and voice services compete with wireless and wireline phone providers, as well as other forms of communication, such as text, instant messaging, social networking services, video conferencing and email. Competition from these companies, including intensive marketing efforts with aggressive pricing, may have an adverse impact on Charter’s ability to attract and retain customers.
GCI’s ability to compete successfully will depend on marketing and on its ability to anticipate and respond to various competitive factors affecting the industry, including new services that may be introduced, improvements in network quality, changes in consumer preferences or habits, demographic trends, economic conditions, and pricing strategies by competitors.
GCI’s ability to compete successfully will depend on marketing and on its ability to anticipate and respond to various competitive factors affecting the industry, including new services that may be introduced, improvements in network quality and capacity, changes in consumer preferences or habits, demographic trends, economic conditions, and pricing strategies by competitors.
Any failure to comply with the rules and requirements of a subsidy grant could result in being suspended or disbarred from future governmental programs or contracts for a significant period of time, which could adversely affect its results of operations and financial condition.
Any failure to comply with the rules and requirements of a subsidy grant could result in Charter being suspended or disbarred from future governmental programs or contracts for a significant period of time, which could adversely affect its results of operations and financial condition.
These provisions include the following: ● authorizing a capital structure with multiple series of common stock: a Series B that entitles the holders to ten votes per share, a Series A that entitles the holders to one vote per share and a Series C that, except as otherwise required by applicable law, entitles the holders to no voting rights; ● authorizing the issuance of “blank check” preferred stock, which could be issued by our board of directors to increase the number of outstanding shares and thwart a takeover attempt; ● classifying our board of directors with staggered three-year terms, which may lengthen the time required to gain control of our board of directors; ● limiting who may call special meetings of stockholders; ● prohibiting stockholder action by written consent, thereby requiring all stockholder actions to be taken at a meeting of the stockholders; ● establishing advance notice requirements for nominations of candidates for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings; ● requiring stockholder approval by holders of at least 66 2/3% of our voting power or the approval by at least 75% of our board of directors with respect to certain extraordinary matters, such as a merger or consolidation of our company, a sale of all or substantially all of our assets or an amendment to our restated certificate of incorporation; and I-55 Table of Contents ● the existence of authorized and unissued stock which would allow our board of directors to issue shares to persons friendly to current management, thereby protecting the continuity of its management, or which could be used to dilute the stock ownership of persons seeking to obtain control of us.
These provisions include the following: ● authorizing a capital structure with multiple series of common stock: a Series B that entitles the holders to ten votes per share, a Series A that entitles the holders to one vote per share and a Series C that, except as otherwise required by applicable law, entitles the holders to no voting rights; ● authorizing the issuance of “blank check” preferred stock, which could be issued by our board of directors to increase the number of outstanding shares and thwart a takeover attempt; ● classifying our board of directors with staggered three-year terms, which may lengthen the time required to gain control of our board of directors; ● limiting who may call special meetings of stockholders; ● prohibiting stockholder action by written consent, thereby requiring all stockholder actions to be taken at a meeting of the stockholders; ● establishing advance notice requirements for nominations of candidates for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings; ● requiring stockholder approval by holders of at least 66 2/3% of our voting power or the approval by at least 75% of our board of directors with respect to certain extraordinary matters, such as a merger or consolidation of our company, a sale of all or substantially all of our assets or an amendment to our restated certificate of incorporation; and ● the existence of authorized and unissued stock which would allow our board of directors to issue shares to persons friendly to current management, thereby protecting the continuity of its management, or which could be used to dilute the stock ownership of persons seeking to obtain control of us.
Although our company and GCI have not detected a material security breach or cybersecurity incident to date, our company and GCI have been the target of events of this nature and expect to be subject to similar attacks in the future.
Although our company and GCI have not detected such a material security breach or cybersecurity incident to date, our company and GCI have been the target of events of this nature and expect to be subject to similar attacks in the future.
As of December 31, 2023, the markets remain volatile and the economic outlook remains uncertain. If financing is not available when needed or is not available on favorable terms, we and our subsidiaries may be unable to take advantage of business or market opportunities as they arise, which could have a material adverse effect on our business and financial condition.
As of December 31, 2024, the markets remain volatile and the economic outlook remains uncertain. If financing is not available when needed or is not available on favorable terms, we and our subsidiaries may be unable to take advantage of business or market opportunities as they arise, which could have a material adverse effect on our business and financial condition.
While GCI maintains cyber liability insurance that provides both third-party liability and first-party insurance coverage, its insurance may not be sufficient to protect against all of its losses from any future disruptions or breaches of its systems or other events as described above. ​ The processing, storage, sharing, use, disclosure and protection of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements or differing views of personal privacy rights. ​ Through our company’s operations, sales and marketing activities, it collects and stores certain non-public personal information related to its customers.
While GCI maintains cyber liability insurance that provides both third-party liability and first-party insurance coverage, its insurance may not be sufficient to protect against all of its losses from any future disruptions or breaches of its systems or other events as described above. ​ I-46 Table of Contents The processing, storage, sharing, use, disclosure and protection of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements or differing views of personal privacy rights. ​ Through our company’s operations, sales and marketing activities, it collects and stores certain non-public personal information related to its customers.
Each of our company, TripCo and ABH has renounced its rights to certain business opportunities and their respective restated certificate of incorporation provides that no director or officer of the respective company will breach their fiduciary duty and therefore be liable to the respective company or its stockholders by reason of the fact that any such individual directs a corporate opportunity to another person or entity (including Liberty, Qurate Retail, TripCo and ABH) instead of the respective company, or does not refer or communicate information regarding such corporate opportunity to our company, unless (x) such opportunity was expressly offered to such person solely in his or her capacity as a director or officer of the respective company or as a director or officer of any of the respective company’s subsidiaries, and (y) such opportunity relates to a line of business in which the respective company or any of its subsidiaries is then directly engaged.
Each of our company and TripCo has renounced its rights to certain business opportunities and their respective restated certificate of incorporation provides that no director or officer of the respective company will breach their fiduciary duty and therefore be liable to the respective company or its stockholders by reason of the fact that any such individual directs a corporate opportunity to another person or entity (including Liberty, QVC Group and TripCo) instead of the respective company, or does not refer or communicate information regarding such corporate opportunity to our company, unless (x) such opportunity was expressly offered to such person solely in his or her capacity as a director or officer of the respective company or as a director or officer of any of the respective company’s subsidiaries, and (y) such opportunity relates to a line of business in which the respective company or any of its subsidiaries is then directly engaged.
The decline in GCI’s Other revenue, which includes video, long-distance, and local access services, may accelerate. Our company expects GCI’s Other revenue, which includes video, long-distance and local access services, will continue to decline. GCI has experienced declines in video and voice subscribers, consistent with the industry.
Our company expects GCI’s Other revenue, which includes video, long-distance and local access services, will continue to decline. GCI has experienced declines in video and voice subscribers, consistent with the industry.
The services Charter offers are subject to numerous laws and regulations that can increase operational and administrative expenses and reduce revenue, including those covering the following: ● the provision of high-speed Internet service, including network management, broadband label, broadband availability reporting, digital discrimination and transparency rules; ● the provision of fixed and mobile voice communications, including rules for emergency communications, network and/or 911 outage reporting, CPNI safeguards and reporting, local number portability, efforts to limit unwanted robocalls, and, for mobile devices, hearing aid compatibility, safety and emission requirements; I-52 Table of Contents ● the fees that must be included in Charter’s advertised prices and bills, and the means by which its customers can cancel services; ● access by law enforcement; ● cable franchise renewals and transfers; ● the provisioning, marketing and billing of cable and Internet equipment; ● customer and employee privacy and data security; ● copyright royalties for retransmitting broadcast signals; ● the circumstances when a cable system must carry a broadcast station and the circumstances when it first must obtain retransmission consent to carry a broadcast station; ● limitations on Charter’s ability to enter into exclusive agreements with multiple dwelling unit complexes and control Charter’s inside wiring; ● equal employment opportunity; ● the resiliency of Charter’s networks to maintain service during and after disasters and power outages; ● emergency alert systems, disability access, pole attachments, commercial leased access and technical standards; ● marketing practices, customer service, and consumer protection; and ● approval for mergers and acquisitions often accompanied by the imposition of restrictions and requirements on an applicant's business in order to secure approval of the proposed transaction.
The services Charter offers are subject to numerous laws and regulations that can increase operational and administrative expenses and reduce revenue, including those covering the following: ● the provision of high-speed Internet service, including regulating the price for low-income customers, network management, broadband label, broadband availability reporting, digital discrimination and transparency rules; ● the provision of fixed and mobile voice communications, including rules for emergency communications, network and/or 911 outage reporting, CPNI safeguards and reporting, local number portability, efforts to limit unwanted robocalls, and, for mobile devices, hearing aid compatibility, safety and emission requirements; ● the fees that must be included in Charter’s advertised prices and bills, and the means by which its customers can cancel services; ● access by law enforcement; ● cable franchise renewals and transfers; ● the provisioning, marketing and billing of cable, telephone and Internet equipment; ● cybersecurity protection and practices, including customer and employee privacy and data security; ● copyright royalties for retransmitting broadcast signals; ● the circumstances when a cable system must carry a broadcast station and the circumstances when it first must obtain retransmission consent to carry a broadcast station; ● limitations on Charter’s ability to enter into exclusive agreements with multiple dwelling unit complexes and control Charter’s inside wiring; ● equal employment opportunity; ● the resiliency of Charter’s networks to maintain service during and after disasters and power outages; ● emergency alert systems, disability access, pole attachments, commercial leased access and technical standards; ● marketing practices, customer service, and consumer protection; and ● approval for mergers and acquisitions is often accompanied by the imposition of restrictions and requirements on an applicant's business in order to secure approval of the proposed transaction.
We and our subsidiaries have significant indebtedness, which could adversely affect our business and financial condition. As discussed above, as of December 31, 2023, we and our subsidiaries had approximately $3.7 billion principal amount of debt outstanding.
We and our subsidiaries have significant indebtedness, which could adversely affect our business and financial condition. As discussed above, as of December 31, 2024, we and our subsidiaries had approximately $3.7 billion principal amount of debt outstanding.
With respect to Internet services provided by GCI, GCI would be adversely impacted by the reclassification of Internet service as a telecommunications service under Title II of the Communications Act. In 2015, the FCC classified Internet service as a telecommunication service.
With respect to Internet services provided by GCI, GCI could be adversely impacted by the reclassification of Internet service as a telecommunications service under Title II of the Communications Act. In 2015, the FCC classified Internet service as a telecommunication service.
The Margin Loan Agreement contains various covenants, including those that limit our ability to, among other things, incur indebtedness either directly, through another of our subsidiaries, or by having SPV enter into financing arrangements with respect to the stock of Charter, and cause SPV to enter into unrelated businesses or otherwise conduct business other than owning common stock of Charter and other assets as permitted under the Margin Loan Agreement documents.
The Margin Loan Agreement contains various covenants, including those that limit our ability to, among other things, incur indebtedness either directly, through another of our subsidiaries, or by having SPV enter into financing arrangements with respect to the stock of Charter, and cause SPV to enter into unrelated businesses or I-38 Table of Contents otherwise conduct business other than owning common stock of Charter and other assets as permitted under the Margin Loan Agreement documents.
I-35 Table of Contents Moreover, our and our subsidiaries’ ability to secure additional financing will depend upon the operating performance of our subsidiaries, the value of our investment in Charter, prevailing general economic and credit market conditions, including interest rate levels and the availability of credit generally, the state of competition in our subsidiaries’ respective markets, the outcome of certain legislative and regulatory issues and financial, business and other factors, many of which are beyond our control.
Moreover, our and our subsidiaries’ ability to secure additional financing will depend upon the operating performance of our subsidiaries, the value of our investment in Charter, prevailing general economic and credit market conditions, including interest rate levels and the availability of credit generally, the state of competition in our subsidiaries’ respective markets, the outcome of certain legislative and regulatory issues and financial, business and other factors, many of which are beyond our control.
Charter’s significant amount of debt could have adverse consequences, such as: ● impact its ability to raise additional capital at reasonable rates, or at all; ● make it vulnerable to interest rate increases, in part because approximately 14% of its borrowings as of December 31, 2023 were, and may continue to be, subject to variable rates of interest; ● expose it to increased interest expense to the extent it refinances existing debt with higher cost debt; ● require it to dedicate a significant portion of its cash flow from operating activities to make payments on its debt, reducing its funds available for capital expenditures and other general corporate purposes; I-51 Table of Contents ● limit its flexibility in planning for, or reacting to, changes in its business, the cable and telecommunications industries, and the economy at large; ● place it at a disadvantage compared to its competitors that have proportionately less debt; and ● adversely affect its relationship with customers and suppliers.
Charter’s significant amount of debt could have adverse consequences, such as: ● impact its ability to raise additional capital at reasonable rates, or at all; ● make it vulnerable to interest rate increases, in part because approximately 11% of its borrowings as of December 31, 2024 were, and may continue to be, subject to variable rates of interest; ● expose it to increased interest expense to the extent it refinances existing debt with higher cost debt; ● require it to dedicate a significant portion of its cash flow from operating activities to make payments on its debt, reducing its funds available for capital expenditures and other general corporate purposes; ● limit its flexibility in planning for, or reacting to, changes in its business, the cable and telecommunications industries, and the economy at large; ● place it at a disadvantage compared to its competitors that have proportionately less debt; and ● adversely affect its relationship with customers and suppliers.
Carriage of these other services, as well as increased fees for retransmission rights, may increase programming expenses, which could have an adverse effect on Charter’s business and financial results. Charter’s programming contracts are generally for a fixed period of time, with potentially significant spend subject to negotiated renewal in any particular year.
Carriage of these other services, as well as increased fees for retransmission rights, may increase programming expenses, which could have an adverse effect on Charter’s business and financial results. I-53 Table of Contents Charter’s programming contracts are generally for a fixed period of time, with potentially significant spend subject to negotiated renewal in any particular year.
Each share of the Series B common stock is convertible, at any time at the option of the holder, into one share of our Series A common stock, which is listed and traded on the Nasdaq Global Select Market under the symbol "LBRDA." It may be difficult for a third party to acquire us, even if doing so may be beneficial to our stockholders.
Each share of the Series B common stock is convertible, at any time at the option of the holder, into one share of our Series A common stock, which is listed and traded on the Nasdaq Global Select Market under the symbol "LBRDA." I-58 Table of Contents It may be difficult for a third party to acquire us, even if doing so may be beneficial to our stockholders.
There can be no assurance that sufficient financing will be available, or that we will be able to renew or refinance existing indebtedness, on desirable terms or at all. In particular, during 2023, uncertainty surrounding global growth rates, bank failures and rising inflation and interest rates continued to produce volatility in the credit and equity markets.
There can be no assurance that sufficient financing will be available, or that we will be able to renew or refinance existing indebtedness, on desirable terms or at all. In particular, during 2024, uncertainty surrounding global growth rates, rising inflation and interest rates continued to produce volatility in the credit and equity markets.
Similarly, in June 2023 a fiber break occurred in the network of a third-party provider of terrestrial capacity to GCI. GCI immediately re-routed customer services to be carried by GCI’s TERRA facilities, but service quality in several communities was materially impacted until full restoration was completed in September.
Similarly, in June 2023 a fiber break occurred in the network of a third-party provider of terrestrial capacity to GCI. GCI immediately re-routed customer services to be carried by GCI’s TERRA facilities, but service quality in several communities was materially impacted until full restoration was completed in September. Another fiber break is currently affecting the network of the third-party provider.
While it is difficult for GCI to predict the future impact of a recession on its business, these conditions have had an adverse impact on its business and could adversely affect the affordability of and demand for some of its products and services and cause customers to shift to lower priced products and services or to delay or forgo purchases of its products and services.
While it is difficult for GCI to predict the future impact of a recession on its business, these conditions have had an adverse impact on its business and could adversely affect the affordability of and demand for some of its products and services and cause customers to shift to lower priced products and services or to delay or I-40 Table of Contents forgo purchases of its products and services.
In addition, the secured lenders under Charter’s secured notes and the Charter Operating credit facilities could foreclose on their collateral, which includes equity interests in substantially all of Charter’s subsidiaries, and exercise other rights of secured creditors. Charter’s business is subject to extensive governmental legislation and regulation, which could adversely affect its business.
In addition, the secured lenders under Charter’s secured notes and the Charter Operating credit facilities could foreclose on their I-55 Table of Contents collateral, which includes equity interests in substantially all of Charter’s subsidiaries, and exercise other rights of secured creditors. Charter’s business is subject to extensive governmental legislation and regulation, which could adversely affect its business.
Although our Series B common stock is quoted on the OTC Markets, there is no meaningful trading market for the stock. Our Series B common stock is not widely held, with approximately 93% of the outstanding shares beneficially owned by John C. Malone, the Chairman of the Board and a director of our company, as of January 31, 2024.
Although our Series B common stock is quoted on the OTC Markets, there is no meaningful trading market for the stock. Our Series B common stock is not widely held, with approximately 94% of the outstanding shares beneficially owned by John C. Malone, the Chairman of the Board and a director of our company, as of January 31, 2025.
GCI is in the business of selling communications and entertainment services to subscribers, and its economic success is based on its ability to retain current subscribers and attract new subscribers. If GCI is unable to retain and attract subscribers, its and our company’s financial performance will be impaired.
GCI is in the business of selling communication services to subscribers, and its economic success is based on its ability to retain current subscribers and attract new subscribers. If GCI is unable to retain and attract subscribers, its and our company’s financial performance will be impaired.
Any of these events, if directed at, or experienced by, Charter or technologies upon which Charter depends, could have adverse consequences on Charter’s network, customers and business, including degradation of service, service disruption, excessive call volume to call centers, and damage to Charter’s or its customers' equipment and data.
Any of these events, if directed at, or experienced by, Charter or technologies upon which Charter depends, have had and could in the future have adverse consequences on Charter’s network, customers and business, including degradation of service, service disruption, excessive call volume to call centers, and damage to Charter’s or its customers' equipment and data.
In addition, during 2022 and continuing in 2023, GCI began to experience the impact of inflation-sensitive items, including upward pressure on the costs of materials, labor, and other items that are critical to GCI’s business.
In addition, beginning in 2022 and continuing in 2023 and 2024, GCI began to experience the impact of inflation-sensitive items, including upward pressure on the costs of materials, labor, and other items that are critical to GCI’s business.
Charter generated approximately $14.4 billion, $14.9 billion and $16.2 billion of cash from its operations during the years ended December 31, 2023, 2022 and 2021, respectively. Charter uses the cash it generates from its operations primarily to fund its business operations, service its debt and other financial obligations and repurchase shares of its common stock.
Charter generated approximately $14.4 billion, $14.4 billion and $14.9 billion of cash from its operations during the years ended December 31, 2024, 2023 and 2022, respectively. Charter uses the cash it generates from its operations primarily to fund its business operations, service its debt and other financial obligations and repurchase shares of its common stock.
GCI’s facilities also include TERRA and its extensions some of which are unringed, operating in a remote environment, and are at times difficult to access for repairs. Damage to an undersea fiber optic cable system or TERRA and its I-44 Table of Contents extensions could result in significant unplanned expense.
GCI’s facilities also include TERRA and its extensions some of which are unringed, operating in a remote environment, and are at times difficult to access for repairs. Damage to an undersea fiber optic cable system or TERRA and its extensions could result in significant unplanned expense.
Any significant impairment of GCI’s indefinite-lived intangible assets would lead to a reduction in its net operating performance and a decrease in its assets. ​ GCI had $1.3 billion of indefinite-lived intangible assets as of December 31, 2023, consisting of goodwill of $755 million, cable certificates of $550 million and other intangibles of $40 million.
Any significant impairment of GCI’s indefinite-lived intangible assets would lead to a reduction in its net operating performance and a decrease in its assets. ​ GCI had $1.3 billion of indefinite-lived intangible assets as of December 31, 2024, consisting of goodwill of $755 million, cable certificates of $550 million and other intangibles of $41 million.
Our ability to meet our current and future financial obligations, including to make debt service obligations under the Margin Loan Agreement (defined below) and the Company Debenture (defined below), and other contractual commitments depends upon our ability to access cash.
Our ability to meet our current and future financial obligations, including to make debt service obligations under the Margin Loan Agreement (as defined below) and the Company Debentures, and other contractual commitments depends upon our ability to access cash.
Charter has a significant amount of debt and expects to (subject to applicable restrictions in its debt instruments) incur additional debt in the future as Charter maintains its stated objective of 4.0 to 4.5 times Adjusted EBITDA leverage (net debt divided by the last twelve months Adjusted EBITDA).
Charter has a significant amount of debt and expects to (subject to applicable restrictions in its debt instruments) incur additional debt in the future as Charter maintains its stated objective of 4.0 to 4.5 times Adjusted EBITDA leverage (net debt I-54 Table of Contents divided by the last twelve months Adjusted EBITDA).
Potential changes include additional taxes or fees on Charter’s services which could impact its customers, changes to income tax sourcing rules and other changes to general business taxes, central/unit-level assessment of property taxes and other matters that could increase Charter’s income, franchise, sales, use and/or property tax liabilities.
Potential changes include additional taxes or fees on Charter’s services which could impact its customers, changes to income tax sourcing rules and other changes to general business taxes, central/unit-level assessment of property taxes and other matters that I-57 Table of Contents could increase Charter’s income, franchise, sales, use and/or property tax liabilities.
Any other potential conflicts that arise will be addressed on a case-by-case basis, keeping in mind the applicable fiduciary duties owed by the executive officers and directors of each issuer. From time to time, we may enter into transactions with Liberty, Qurate Retail, TripCo, ABH and/or their respective subsidiaries or other affiliates.
Any other potential conflicts that arise will be addressed on a case-by-case basis, keeping in mind the applicable fiduciary duties owed by the executive officers and directors of each issuer. From time to time, we may enter into transactions with Liberty, QVC Group, TripCo, and/or their respective subsidiaries or other affiliates.
Charter depends on third-party service providers, suppliers and licensors; thus, if it is unable to procure the necessary services, equipment, software or licenses on reasonable terms and on a timely basis, its ability to offer services could be impaired, and Charter’s growth, operations, business, financial results and financial condition could be materially adversely affected.
I-51 Table of Contents Charter depends on third-party service providers, suppliers and licensors; thus, if it is unable to procure the necessary services, equipment, software or licenses on reasonable terms and on a timely basis, its ability to offer services could be impaired, and Charter’s growth, operations, business, financial results and financial condition could be materially adversely affected.
Cybersecurity incidents and cybersecurity threats, which include the use of malware, computer viruses, and other means for I-42 Table of Contents service disruption or unauthorized access to confidential customer or employee data, have increased in frequency, scope, and potential harm for businesses in recent years.
Cybersecurity incidents and cybersecurity threats, which include the use of malware, computer viruses, and other means for service disruption or unauthorized access to confidential customer or employee data, have increased in frequency, scope, and potential harm for businesses in recent years.
Charter’s research and development of such technology remains ongoing. AI presents risks, challenges and unintended consequences that could affect Charter and Charter’s customers’ adoption and use of this technology. AI algorithms and training methodologies may be flawed. I-50 Table of Contents Additionally, AI technologies are complex and rapidly evolving.
Charter’s research and development of such technology remains ongoing. AI presents risks, challenges and unintended consequences that could affect Charter and Charter’s customers’ adoption and use of this technology. AI algorithms and training methodologies may be flawed. Additionally, AI technologies are complex and rapidly evolving.
Goodwill represents the excess of cost over fair value of net assets acquired in connection with business acquisitions and the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition.
Goodwill represents the excess of cost over fair value of net assets acquired in connection with business acquisitions and the future economic benefits expected to arise from I-49 Table of Contents other intangible assets acquired that do not qualify for separate recognition.
GCI continues to I-38 Table of Contents monitor these impacts closely and, if costs continue to rise, GCI may be unable to recoup losses or offset diminished margins by passing these costs through to its customers or implementing offsetting cost reductions. GCI may be unable to obtain or maintain the roaming services it needs from other carriers to remain competitive.
GCI continues to monitor these impacts closely and, if costs continue to rise, GCI may be unable to recoup losses or offset diminished margins by passing these costs through to its customers or implementing offsetting cost reductions. GCI may be unable to obtain or maintain the roaming services it needs from other carriers to remain competitive.
I-34 Table of Contents Our ability to use net operating loss and disallowed business interest carryforwards to reduce future tax payments could be negatively impacted if there is an “ownership change” as defined under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), of our Company. ​ At December 31, 2023, we had deferred tax assets attributable to federal and state net operating losses and disallowed business interest carryforwards of $36 million and under the Code, we may carry forward our federal net operating losses and disallowed business interest deductions in certain circumstances to offset current and future taxable income and reduce our federal income tax liability, subject to certain requirements and restrictions.
Our ability to use net operating loss and disallowed business interest carryforwards to reduce future tax payments could be negatively impacted if there is an “ownership change” as defined under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), of our Company. ​ At December 31, 2024, we had deferred tax assets attributable to federal and state net operating losses and disallowed business interest carryforwards of $61 million and under the Code, we may carry forward our federal net operating losses and disallowed business interest deductions in certain circumstances to offset current and future taxable income and reduce our federal income tax liability, subject to certain requirements and restrictions.
In addition, John C. Malone currently beneficially owns shares representing the power to direct approximately 49% of the aggregate voting power in our company, due to his beneficial ownership of approximately 93% of the outstanding shares of our Series B common stock as of January 31, 2024.
In addition, John C. Malone currently beneficially owns shares representing the power to direct approximately 49% of the aggregate voting power in our company, due to his beneficial ownership of approximately 94% of the outstanding shares of our Series B common stock as of January 31, 2025.
We do not believe we are currently subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”) because our investment in Charter enables us to exercise significant influence over Charter. We have substantial involvement in the management and affairs of Charter, including through our board nominees. We nominated three of Charter’s thirteen current directors.
We do not believe we are currently subject to regulation under the Investment Company Act because our investment in Charter enables us to exercise significant influence over Charter. We have substantial involvement in the management and affairs of Charter, including through our board nominees. We nominated three of Charter’s thirteen current directors.
There can be no assurance that the terms of any such transactions will be as favorable to our company, Liberty, Qurate Retail, TripCo, ABH or any of their respective subsidiaries or affiliates as would be the case where there is no overlapping officer or director. Certain of our inter-company agreements were negotiated while we were a subsidiary of Liberty.
There can be no assurance that the terms of any such transactions will be as favorable to our company, Liberty, QVC Group, TripCo, or any of their respective subsidiaries or affiliates as would be the case where there is no overlapping officer or director. Certain of our inter-company agreements were negotiated while we were a subsidiary of Liberty.
Some state regulators have imposed, and others may consider imposing on regulated companies, including us, cash management practices that could limit the ability of such regulated companies to transfer cash between subsidiaries or to the parent company.
Some state regulators have imposed, and others may consider imposing on regulated companies, including us, cash management practices that could limit the ability of such regulated companies to I-34 Table of Contents transfer cash between subsidiaries or to the parent company.
Changes to or interpretations of existing statutes, rules, regulations, or the adoption of new ones, could adversely affect GCI’s business, financial position, results of operations, or liquidity. As described above in “Item 1. Business – Regulatory Matters,” GCI’s business is subject to extensive federal and state governmental legislation and regulation.
Changes to or interpretations of existing statutes, rules, regulations, or the adoption of new ones, could adversely affect GCI’s business, financial position, results of operations, or liquidity. As described above in Part I, Item 1. “Business – Regulatory Matters,” GCI’s business is subject to extensive federal and state governmental legislation and regulation.
Furthermore, any material misstatements or omissions in the information Charter provides to us or publicly files could have a material adverse effect on our financial statements and filing status under federal securities laws. We may become subject to the Investment Company Act of 1940.
I-35 Table of Contents Furthermore, any material misstatements or omissions in the information Charter provides to us or publicly files could have a material adverse effect on our financial statements and filing status under federal securities laws. We may become subject to the Investment Company Act.
None of these companies has any ownership interest in any of the others. Our executive officers and members of our company’s board of directors have fiduciary duties to our stockholders. Likewise, any such persons who serve in similar capacities at Liberty, Qurate Retail, TripCo, ABH or any other public company have fiduciary duties to that company’s stockholders.
None of these companies has any ownership interest in any of the others. Our executive officers and members of our company’s board of directors have fiduciary duties to our stockholders. Likewise, any such persons who serve in similar capacities at Liberty, QVC Group, TripCo or any other public company have fiduciary duties to that company’s stockholders.
Any failure to maintain and expand its upgraded systems and provide advanced services in a timely manner, or to anticipate the demands of the marketplace, could materially adversely affect Charter’s ability to attract and retain customers.
I-52 Table of Contents Any failure to maintain and expand its upgraded systems and provide advanced services in a timely manner, or to anticipate the demands of the marketplace, could materially adversely affect Charter’s ability to attract and retain customers.
Further, the FCC and USAC may interpret or apply the applicable rules and regulations in ways that are unexpected to GCI or other program participants. As a result, material changes to receivables and contributions may occur, which could have an adverse effect on GCI’s business and our company’s financial position, results of operations or liquidity.
Further, the FCC and Universal Service Administrative Company (“USAC”) may interpret or apply the applicable rules and regulations in ways that are unexpected to GCI or other program participants. As a result, material changes to receivables and contributions may occur, which could have an adverse effect on GCI’s business and our company’s financial position, results of operations or liquidity.
Any of the following risks could materially and adversely affect our company’s business, financial position, results of operations or liquidity. GCI faces competition that may reduce its market share and harm its financial performance. There is substantial competition in the telecommunications and entertainment industries.
Any of the following risks could materially and adversely affect our company’s business, financial position, results of operations or liquidity. GCI faces competition, including from non-geostationary satellites, that may reduce its market share and harm its financial performance. There is substantial competition in the telecommunications and entertainment industries.
Should GCI experience a prolonged failure, it could seriously jeopardize its ability to continue operations. In particular, should a significant service interruption occur, GCI’s ongoing customers may choose a different provider, and its reputation may be damaged, reducing its attractiveness to new customers.
Should GCI experience a prolonged failure, it could seriously jeopardize its ability to continue operations. In particular, should a significant service interruption occur, I-47 Table of Contents GCI’s ongoing customers may choose a different provider, and its reputation may be damaged, reducing its attractiveness to new customers.
If GCI’s providers of this equipment are unable to timely supply the equipment necessary to meet GCI’s needs or provide them at an acceptable cost, GCI may not be able to satisfy demand for its services and competitors may fulfill this demand.
If GCI’s providers of this equipment are unable to meet GCI’s specifications or supply, in a timely manner or at all, the equipment necessary to meet GCI’s needs or provide them at an acceptable cost, GCI may not be able to satisfy demand for its services and competitors may fulfill this demand.
Risk Factor Summary The following is a summary of the material risk factors that could adversely affect our business, financial condition, and results of operations: Factors Relating to Our Corporate History and Structure ● As a holding company, we could be unable to obtain cash in amounts sufficient to service our financial obligations or meet our other commitments. ● Other than cash generated from our participation in Charter’s stock repurchase program, we do not have access to the cash that Charter generates from its operating activities. ● We rely on Charter to provide us with the financial information that we use in accounting for our ownership interest in Charter as well as information regarding Charter that we include in our public filings. ● We may become subject to the Investment Company Act (as defined below). ● Our company has overlapping directors and officers with Liberty, Qurate Retail, Liberty TripAdvisor Holdings, Inc.
Risk Factor Summary The following is a summary of the material risk factors that could adversely affect our business, financial condition, and results of operations: Factors Relating to Our Corporate History and Structure ● As a holding company, we could be unable to obtain cash in amounts sufficient to service our financial obligations or meet our other commitments. ● Other than cash generated from our participation in Charter’s stock repurchase program or cash loaned to us by Charter pursuant to the Stockholders and Letter Agreement Amendment, we do not have access to the cash that Charter generates from its operating activities. ● We rely on Charter to provide us with the financial information that we use in accounting for our ownership interest in Charter as well as information regarding Charter that we include in our public filings. ● We may become subject to the Investment Company Act. ● Our company has overlapping directors and officers with Liberty, QVC Group and Liberty TripAdvisor Holdings, Inc.
The fair value of our investment in Charter, on an as-converted basis, was approximately $18.0 billion as of December 31, 2023, which represents a meaningful portion of our total market value. As a result, our stock price will continue to be directly affected by the results of operations of Charter and the developments in its business.
The fair value of our investment in Charter, on an as-converted basis, was approximately $15.5 billion as of December 31, 2024, which represents a meaningful portion of our total market value. As a result, our stock price will continue to be directly affected by the results of operations of Charter and the developments in its business.
Charter’s ability to provide some services and complete its network evolution and rural construction initiatives might I-47 Table of Contents be materially adversely affected, or the need to procure or develop alternative sources of the affected materials or services might interrupt or delay its ability to serve existing and new customers, if any of these parties experience or engage in the following: ● breach or terminate or elect not to renew their agreements with Charter or otherwise fail to perform their obligations in a timely manner; ● demand exceeds these vendors’ capacity; ● tariffs are imposed that impact vendors' ability to perform their obligations or significantly increase the amount Charter pays; ● experience operating or financial difficulties; ● significantly increase the amount Charter is required to pay (including demands for substantial non-monetary compensation) for necessary products or services; or ● cease production of any necessary product due to lack of demand, profitability or a change in ownership or are otherwise unable to provide the equipment or services Charter needs in a timely manner at its specifications and at reasonable prices.
Charter’s ability to provide some services and complete its network evolution and rural construction initiatives might be materially adversely affected, or the need to procure or develop alternative sources of the affected materials or services might interrupt or delay its ability to serve existing and new customers, if any of these parties experience or engage in the following: ● breach or terminate or elect not to renew their agreements with Charter or otherwise fail to perform their obligations in a timely manner; ● demand exceeds these vendors’ capacity; ● tariffs are imposed that impact vendors' ability to perform their obligations or significantly increase the amount Charter pays; ● experience operating or financial difficulties; ● experience network or information system shutdowns or other service disruptions or security breaches; ● significantly increase the amount Charter is required to pay (including demands for substantial non-monetary compensation) for necessary products or services; or ● cease production or providing necessary software updates of any necessary product due to lack of demand, profitability or a change in ownership or are otherwise unable to provide the equipment or services Charter needs in a timely manner at its specifications and at reasonable prices.
To the extent GCI does not keep pace with technological advances or fails to timely respond to changes in competitive factors in its industry and in its markets, GCI I-37 Table of Contents could lose market share or experience a decline in its revenue and net income.
To the extent GCI does not keep pace with technological advances or fails to timely respond to changes in competitive factors in its industry and in its markets, GCI could lose market share or experience a decline in its revenue and net income.
Charter’s Internet service faces competition from other companies’ FTTH, fixed wireless broadband, Internet delivered via satellite and DSL services. Various operators offer wireless Internet services delivered over networks which they continue to enhance to deliver faster speeds and also continue to expand 5G mobile services.
Charter’s Internet service faces competition from other companies’ FTTH, cell phone home Internet service, Internet delivered via satellite and DSL services. Various operators offer wireless Internet services delivered over networks which they continue to enhance to deliver faster speeds and also continue to expand 5G mobile services.
While none of the I-32 Table of Contents existing state regulations materially affect our cash management, any changes to the existing regulations or imposition of new regulations or restrictions may materially adversely affect our ability to transfer cash within our consolidated companies.
While none of the existing state regulations materially affect our cash management, any changes to the existing regulations or imposition of new regulations or restrictions may materially adversely affect our ability to transfer cash within our consolidated companies.
I-39 Table of Contents USF receivables and contributions are subject to change due to regulatory actions taken by the FCC, including the FCC’s interpretations of the USF program rules, or legislative actions that change the rules and regulations governing the USF program.
USF receivables and contributions are subject to change due to regulatory actions taken by the FCC, including the FCC’s interpretations of the USF program rules, or legislative actions that change the rules and regulations governing the USF program.
If a recession occurs, it could negatively affect GCI’s business including its financial position, results of operations, or liquidity, as well as its ability to service debt, pay other obligations, and enhance shareholder returns.
If Alaska experiences a recession or economic slowdown, it could negatively affect GCI’s business including its financial position, results of operations, or liquidity, as well as its ability to service debt, pay other obligations, and enhance shareholder returns.
Network or information system shutdowns or other service disruptions caused by events such as computer hacking, phishing, dissemination of computer viruses, worms and other destructive or disruptive software, “cyberattacks” such as ransomware, process breakdowns, denial of service attacks and other malicious activity pose increasing risks.
Network or information system shutdowns or other service disruptions caused by events such as computer hacking, phishing, dissemination of computer viruses, worms and other destructive or disruptive software, malicious cyber activities by nation-state threat actors, “cyberattacks” such as ransomware, process breakdowns, denial of service attacks and other malicious activity pose increasing risks.
Additionally, although historically Charter has renewed its franchises without incurring significant costs, there can be no assurance that Charter I-54 Table of Contents will be able to renew, or to renew as favorably, its franchises in the future.
Additionally, although historically Charter has renewed its franchises without incurring significant costs, there can be no assurance that Charter will be able to renew, or to renew as favorably, its franchises in the future.
In addition, we entered into a services agreement with Liberty pursuant to which it provides to us certain management, administrative, financial, treasury, accounting, tax, legal and other services, for which we reimburse them on a fixed fee basis, which was amended to provide that components of our President and Chief Executive Officer’s compensation will either be paid directly to him by our company or reimbursed to Liberty, in each case, based on the allocation set forth in the amendment.
In addition, we entered into a services agreement with Liberty pursuant to which it provides to us certain management, administrative, financial, treasury, accounting, tax, legal and other services, for which we reimburse them on a fixed fee basis, which had previously been amended to provide components of our former President and Chief Executive Officer’s compensation was either paid directly to him by our Company or I-36 Table of Contents reimbursed to Liberty, in each case, based on the allocation set forth in the amendment.
For example, there may be the potential for a conflict of interest when our company, Liberty, Qurate Retail, TripCo or ABH pursues acquisitions and other business opportunities that may be suitable for each of them.
For example, there may be the potential for a conflict of interest when our company, Liberty, QVC Group or TripCo pursues acquisitions and other business opportunities that may be suitable for each of them.
For additional limitations on our company’s ability to potentially service our direct debt obligations, see “ We are a holding company, and we could be unable to obtain cash in amounts sufficient to service our financial obligations or meet our other commitments ” and “ Other than cash generated from our participation in Charter’s stock repurchase program, we do not have access to the cash that Charter generates from its operating activities ” above.
For additional limitations on our company’s ability to potentially service our direct debt obligations, see “ We are a holding company, and we could be unable to obtain cash in amounts sufficient to service our financial obligations or meet our other commitments ” and “ Other than cash generated from our participation in Charter’s stock repurchase program or cash loaned to us by Charter, in each case, pursuant to the Stockholders and Letter Agreement Amendment, we do not have access to the cash that Charter generates from its operating activities ” above.
There can be no assurance that future regulatory actions taken by Congress, the FCC or other federal, state or local government authorities will not have a similar effect.
There can be no assurance that future regulatory actions taken by Congress, the FCC or other federal, state or local government authorities, by the judiciary or through Executive Branch action, will not have a similar effect.
As a result of our spin-off from Liberty in 2014 and other transactions between 2011 and 2023 that resulted in the separate corporate existence of Liberty, Qurate Retail, TripCo and ABH, all of our executive officers also serve as executive officers of Liberty, Qurate Retail, TripCo and ABH, and there are overlapping directors.
As a result of our spin-off from Liberty in 2014 and other transactions between 2011 and 2014 that resulted in the separate corporate existence of Liberty, QVC Group and TripCo, all of our executive officers also serve as executive officers of Liberty, QVC Group and TripCo, and there are overlapping directors.
A failure to effectively anticipate or adapt to new technologies (including those that use AI) and changes in customer expectations and behavior could significantly adversely affect its competitive position with respect to the leisure time and discretionary spending of its customers and, as a result, affect its business and results of operations.
A failure to effectively anticipate or adapt to new technologies (including those that use artificial intelligence “AI”) and changes in customer expectations and behavior could significantly adversely affect its competitive position with respect to the I-50 Table of Contents leisure time and discretionary spending of its customers and, as a result, affect its business and results of operations.
Moreover, the amount and scope of insurance that Charter maintains against losses resulting from any such events or security breaches may not be sufficient to cover Charter’s losses or otherwise adequately compensate Charter for any disruptions to its business that may result.
Moreover, the amount and scope of insurance that Charter maintains against losses resulting from any such events or security breaches has not always been and may not in the future be sufficient to cover Charter’s losses or otherwise adequately compensate Charter for any disruptions to its business that have resulted and may result.
Large expenditures may be necessary to repair or replace damaged property, networks or information systems or to protect them from similar events in the future.
Large expenditures and substantial resources have been and may in the future be necessary to repair or replace damaged property, networks or information systems or to protect them from similar events in the future.
As of December 31, 2023, we and our subsidiaries had approximately $3.7 billion principal amount of debt outstanding, consisting of (i) $1.5 billion outstanding under a credit agreement (as amended, the “Margin Loan Agreement”) governing a multi-draw margin loan agreement credit facility entered into in 2017 by a bankruptcy remote wholly owned subsidiary (“SPV”) of Liberty Broadband; (ii) $1,265 million outstanding under our 3.125% Exchangeable Senior Debentures due 2053 (the “Company Debenture”); (iii) $600 million outstanding under GCI, LLC’s 4.750% senior notes due 2028 (the “Senior Notes”); (iv) $394 million in outstanding term and revolving loans under GCI, LLC’s senior secured credit facility with a syndicate of banks (the “Senior Credit Facility”); and (v) $5 million outstanding under a note payable to Wells Fargo originally issued by GCI Holdings.
As of December 31, 2024, we and our subsidiaries had approximately $3.7 billion principal amount of debt outstanding, consisting of (i) $790 million outstanding under a credit agreement (as amended, the “Margin Loan Agreement”) governing a multi-draw margin loan agreement credit facility entered into in 2017 by a bankruptcy remote wholly owned subsidiary (“SPV”) of Liberty Broadband; (ii) $965 million outstanding under our 3.125% Exchangeable Senior Debentures due 2053 (the “3.125% Debentures due 2053”); (iii) $860 million outstanding under our 3.125% Exchangeable Senior Debentures due 2054 (the “3.125% Debentures due 2054” and, together with the 3.125% Debentures due 2053, collectively, the “Company Debentures”); (iv ) $600 million outstanding under GCI, LLC’s 4.750% senior notes due 2028 (the “Senior Notes”); (iv) $447 million in outstanding term and revolving loans under GCI, LLC’s senior secured credit facility with a syndicate of banks (the “Senior Credit Facility”); and (v) $4 million outstanding under a note payable to Wells Fargo originally issued by GCI.
(“ABH”), which may lead to conflicting interests. ● Certain of our inter-company agreements were negotiated while we were a subsidiary of Liberty, and hence may not be the result of arms’ length negotiations. ● Our ability to use net operating loss and disallowed business interest carryforwards to reduce future tax payments could be negatively impacted if there is an “ownership change”. ● Recently enacted tax legislation and future interpretive regulatory guidance could affect our financial performance. ​ I-30 Table of Contents Factors Related to Our and Our Subsidiaries’ Indebtedness ● Our company may have future capital needs and may not be able to obtain additional financing, or refinance or renew our existing indebtedness, on acceptable terms. ● We and our subsidiaries have significant indebtedness, which could adversely affect our business and financial condition. ● The agreements that govern our and our subsidiaries’ current and future indebtedness may contain various affirmative and restrictive covenants that will limit our discretion in the operation of our business. ● Variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.
(“TripCo”), which may lead to conflicting interests. ● Certain of our inter-company agreements were negotiated while we were a subsidiary of Liberty, and hence may not be the result of arms’ length negotiations. ● Our ability to use net operating loss and disallowed business interest carryforwards to reduce future tax payments could be negatively impacted if there is an “ownership change”. ​ Factors Related to Our and Our Subsidiaries’ Indebtedness ● Our company may have future capital needs and may not be able to obtain additional financing, or refinance or renew our existing indebtedness, on acceptable terms. ● We and our subsidiaries have significant indebtedness. ● The agreements that govern our and our subsidiaries’ current and future indebtedness may contain various affirmative and restrictive covenants that will limit our discretion in the operation of our business. ● Variable rate indebtedness subjects us to interest rate risk.
The techniques used to gain such access to our company’s or its vendors’ information systems, data or customer information, disable or degrade service, or sabotage systems are constantly evolving, may be difficult to detect quickly, and often are not recognized until launched against a target.
The techniques used to gain such access to our company’s or its vendors’ information systems, data or customer information, disable or degrade service, or sabotage systems are constantly evolving and continue to become more sophisticated and targeted, may be difficult to detect quickly, and often are not recognized until launched against a I-45 Table of Contents target.
Mounting inflationary cost pressures and recessionary fears have negatively impacted the U.S. and global economy. Unfavorable economic conditions, such as a recession or economic slowdown in the U.S., or inflation in the markets in which GCI operates, could negatively affect the affordability of and demand for GCI’s products and services and its cost of doing business.
Unfavorable economic conditions, such as a recession or economic slowdown in the U.S., or inflation in the markets in which GCI operates, could negatively affect the affordability of and demand for GCI’s products and services and its cost of doing business.
Further, the agreements governing our and our subsidiaries’ other indebtedness contain various covenants that could materially and adversely affect our and our subsidiaries’ ability to finance future operations or capital needs and to engage in other business activities that may be in our and their best interest. ​ I-36 Table of Contents We may also enter into certain other indebtedness arrangements in the future.
Further, the agreements governing our and our subsidiaries’ other indebtedness contain various covenants that could materially and adversely affect our and our subsidiaries’ ability to finance future operations or capital needs and to engage in other business activities that may be in our and their best interest. ​ Subject to the restrictions set forth in the Merger Agreement, we may also enter into certain other indebtedness arrangements in the future.
GCI had USF net receivables of $102 million and $116 million at December 31, 2023 and 2022, respectively.
GCI had USF net receivables of $125 million and $102 million at December 31, 2024 and 2023, respectively.
These changes have in the past, and could in the future, include, for example, the reclassification of Internet services as regulated telecommunications services or other utility-style regulation of Internet services; restrictions on how Charter manages its Internet access services and networks; the adoption of new customer service or service quality requirements for its Internet access services; the adoption of new privacy restrictions on its collection, use and disclosure of certain customer information; new data security and cybersecurity mandates that could result in additional network and information security and cyber incident-reporting requirements for Charter’s business; new restraints on Charter’s discretion over programming decisions; new restrictions on the rates Charter charges to consumers for one or more of the services or equipment options it offers; changes to the cable industry’s compulsory copyright to retransmit broadcast signals; new requirements to assure the availability of navigation devices from third-party providers; new Universal Service Fund contribution obligations on Charter’s Internet service revenue that would add to the cost of that service; increases in government-administered broadband subsidies to rural areas that could result in subsidized overbuilding of its facilities; changes to the FCC’s administration of spectrum; pending court challenges to the legality of the FCC’s Universal Service programs, which, if successful, could adversely affect Charter’s receipt of universal service funds, including but not limited to FCC RDOF grants to expand its network, FCC E-rate funds to serve schools and libraries and FCC Rural Health Care funds to serve eligible health care providers; and changes in the regulatory framework for VoIP telephone service, including the scope of regulatory obligations associated with Charter’s VoIP telephone service and its ability to interconnect its VoIP telephone service with incumbent providers of traditional telecommunications service.
These changes have in the past, and could in the future, include, for example, the reclassification of Internet services as regulated telecommunications services or other utility-style regulation of Internet services; restrictions on how Charter manages its Internet access services and networks; the adoption of new customer service or service quality requirements for its Internet access services; the adoption of new privacy restrictions on its collection, use and disclosure of certain customer information; new data security and cybersecurity mandates that could result in additional network and information security and cyber incident-reporting requirements for Charter’s business; new restraints on Charter’s discretion over I-56 Table of Contents programming decisions; new restrictions on the rates Charter charges to consumers for one or more of the services or equipment options it offers, including Charter’s ability to offer promotions; changes to the cable industry’s compulsory copyright to retransmit broadcast signals; new requirements to assure the availability of navigation devices from third-party providers; new USF contribution obligations on Charter’s Internet service revenue that would add to the cost of that service; increases in government-administered broadband subsidies to rural areas that could result in subsidized overbuilding of its facilities; changes to the FCC’s administration of spectrum; and changes in the regulatory framework for VoIP telephone service, including the scope of regulatory obligations associated with Charter’s VoIP telephone service and its ability to interconnect its VoIP telephone service with incumbent providers of traditional telecommunications service.
Adverse economic conditions in the U.S. and inflationary pressures on input costs and labor could impact GCI’s results of operations. In recent years, varying factors have contributed to significant volatility and disruption of financial markets and global supply chains. Additionally, the U.S. Federal Reserve began steadily increasing interest rates in March 2022 through 2023.
Adverse economic conditions in the U.S. and inflationary pressures on input costs and labor could impact GCI’s results of operations. In recent years, varying factors have contributed to significant volatility and disruption of financial markets and global supply chains. Additionally, the U.S.
Factors Relating to GCI ● GCI faces competition that may reduce its market share and harm its financial performance. ● If GCI experiences customer losses, our company’s financial performance will be negatively impacted. ● Adverse economic conditions in the U.S. and inflationary pressures on input costs and labor could impact GCI’s results of operations. ● GCI may be unable to obtain or maintain the roaming services it needs to remain competitive. ● Changes to or interpretations of existing statutes, rules, regulations, or the adoption of new ones, could adversely affect GCI’s business, financial position, results of operations or liquidity. ● USF receivables and contributions are subject to change due to regulatory actions taken by the FCC or legislative actions that change the rules and regulations governing the USF program. ● Failure to comply with USF program requirements may have an adverse effect on GCI’s business and our company’s financial position. ● Loss of GCI’s ETC status would disqualify it for USF support, which would have an adverse effect on our company’s business, financial position, results of operations or liquidity. ● GCI may not meet its performance plan milestones under the Alaska High Cost Order. ● GCI may lose USF high cost support if another carrier adds 4G LTE service in an area where it currently provides 4G LTE service. ● GCI may lose or experience disruption in the distribution of USF support if ongoing litigation challenging the constitutionality of the Universal Service Fund is successful, which would have an adverse effect on GCI and our company’s business, financial position, results of operations, or liquidity. ● The decline in GCI’s Other revenue results of operations may accelerate. ● Failure to stay abreast of new technology could affect GCI’s ability to compete in the industry. ● GCI’s operations, which are geographically concentrated in Alaska, are impacted by the economic conditions in Alaska, and GCI may not be able to increase its share of the existing market for its services. ● Natural or man-made disasters or terrorist attacks could have an adverse effect on GCI’s business. ● Cyberattacks or other network disruptions could have an adverse effect on our company and GCI’s business. ● The processing, storage, sharing, use, disclosure and protection of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements or differing views of personal privacy rights. ● Increases in data usage on GCI’s wired and wireless networks may cause network capacity limitations, resulting in service disruptions, reduced capacity or slower transmission speeds for GCI’s customers. ● Prolonged service interruptions or system failures could affect GCI’s business. ● GCI’s ability to immediately restore the entirety of its service may be limited and our company could incur significant costs if failures occur in GCI’s undersea fiber optic cable systems or its TERRA facilities. ● GCI’s ability to immediately restore the entirety of its service may be limited if a failure occurs in GCI’s satellite communications systems. ● GCI will not be able to meet the needs of its customers if it does not obtain the necessary communications equipment. ● If GCI becomes subject to substantial uninsured liabilities due to damage or loss to certain of its transmission facilities, our company’s financial position, results of operations or liquidity may be adversely affected. ● Climate change and increasingly stringent environmental laws, rules and regulations, and customer expectations could adversely affect GCI’s business. ● Any errors, cyber-attacks or other operational disruption to GCI’s third-party vendor’s customer billing systems could have adverse operational, financial and reputational effects on our company’s business. ● Any significant impairment of GCI’s indefinite-lived intangible assets would lead to a reduction in its net operating performance and a decrease in its assets.
I-32 Table of Contents ● If GCI experiences customer losses, our company’s financial performance will be negatively impacted. ● Adverse economic conditions in the U.S. and inflationary pressures on input costs and labor. ● GCI may be unable to obtain or maintain the roaming services it needs to remain competitive. ● Changes to or interpretations of existing statutes, rules, regulations, or the adoption of new ones. ● USF receivables and contributions are subject to change due to regulatory actions taken by the FCC or legislative or judicial actions that change the rules and regulations governing the USF program. ● GCI’s ability to comply with the USF program requirements. ● Loss of GCI’s ETC status would disqualify it for USF support. ● A disruption in the payment of USF support or federal grants on which GCI Holdings relies, through Executive Branch action or otherwise. ● A successful legal challenge to the constitutionality of the USF could disrupt or eliminate GCI’s USF support. ● GCI may not meet its performance plan milestones under the Alaska High Cost Order. ● GCI may lose USF high cost support after 2026 if certain competitive conditions are met. ● GCI may experience delayed or lost USF high cost support if the FCC does not approve its mobile performance plan in 2026, or its fixed broadband performance plan in or after 2028. ● The decline in GCI’s Other revenue results of operations may accelerate. ● Failure to stay abreast of new technology could affect GCI’s ability to compete in the industry. ● GCI’s operations, which are geographically concentrated in Alaska, are impacted by the economic conditions in Alaska, and GCI may not be able to increase its share of the existing market for its services. ● Natural or man-made disasters or terrorist attacks could have an adverse effect on GCI’s business. ● Cyberattacks or other network disruptions could have an adverse effect on our company and GCI’s business. ● The processing, storage, sharing, use, disclosure and protection of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements or differing views of personal privacy rights. ● Increases in data usage on GCI’s wired and wireless networks may cause network capacity limitations, resulting in service disruptions, reduced capacity or slower transmission speeds for GCI’s customers. ● Prolonged service interruptions or system failures could affect GCI’s business. ● GCI’s ability to immediately restore the entirety of its service may be limited if failures occur in GCI’s undersea fiber optic cable systems, its TERRA facilities, or its satellite communications systems. ● GCI depends on a limited number of third-party vendors and will not be able to meet the needs of its customers if it does not obtain the necessary communications equipment from such vendors. ● Climate change and increasingly stringent environmental laws, rules and regulations, and customer expectations could adversely affect GCI’s business. ● GCI does not have insurance to cover certain risks to which it is subject, which could lead to the occurrence of uninsured liabilities. ● Any errors, cyber-attacks or other operational disruption to GCI’s third-party vendor’s customer billing systems could have adverse operational, financial and reputational effects on our company’s business. ● Any significant impairment of GCI’s indefinite-lived intangible assets would lead to a reduction in its net operating performance and a decrease in its assets.
Through mergers, various service integration strategies, and business alliances, major providers are striving to strengthen their competitive positions. GCI faces increased wireless services competition from national carriers in the Alaska market and increasing video services competition from DBS providers and over-the-top content providers who are often able to offer more flexible subscription packages and exclusive content.
Through mergers, various service integration strategies, and business alliances, major providers are striving to strengthen their competitive positions. GCI faces increased wireless services competition from national carriers in the Alaska market who are often able to offer more flexible subscription packages and exclusive content. GCI also faces competition from direct-to-user non-geostationary satellite-based internet providers.
The USF programs in which GCI participates are highly regulated. While the rules and regulations governing the USF programs are fairly robust, there can be no assurance that any new rules or regulations adopted will not impact GCI’s USF program anticipated receivables or contributions.
While the rules and regulations governing the USF programs are fairly robust, there can be no assurance that any new rules or regulations adopted will not impact GCI’s USF program anticipated receivables or contribution payments.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe additionally use our incident response framework as part of the process we employ to keep our management and board of directors informed and to monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents.
Biggest changeWe additionally use our incident response framework as part of the process we employ to keep our management and board of directors informed and to monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents. Role of Management Through our services agreement with Liberty discussed in Part I, Item 1.
For additional information on our cybersecurity risks, see “Risk Factors” under the section entitled “Cyberattacks or other network disruptions could have an adverse effect on our company and GCI’s business" in Part I, Item 1A of this Annual Report on Form 10-K.
For additional information on our cybersecurity risks, see Part I, Item 1A. “Risk Factors” under the section entitled “Cyberattacks or other network disruptions could have an adverse effect on our company and GCI’s business" in this Annual Report on Form 10-K.
I-57 Table of Contents At GCI, there is an Enterprise Security Office (“ESO”), led by the Chief Information Security Officer (“CISO”), which is responsible for day-to-day management and oversight of subsidiary cybersecurity, including assessing, monitoring and mitigating cybersecurity risk. The CISO provides regular reporting to GCI executive management and the ISSC.
At GCI, there is an Enterprise Security Office (“ESO”), led by the Chief Information Security Officer (“CISO”), which is responsible for day-to-day management and oversight of subsidiary cybersecurity, including assessing, monitoring and mitigating cybersecurity risk. The CISO provides regular reporting to GCI executive management and the ISSC.
Impact of cybersecurity risks on business strategy, results of operations or financial condition As of the date of this Annual Report on Form 10-K, we are not aware of any risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations or financial condition.
I-63 Table of Contents Impact of cybersecurity risks on business strategy, results of operations or financial condition As of the date of this Annual Report on Form 10-K, we are not aware of any risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations or financial condition.
Both have worked at a variety of companies, including large publicly traded companies, implementing and managing IT and cybersecurity programs and teams, developing tools and processes to protect internal networks, customer payment systems and telecommunications networks used by customers to transmit data.
Both have worked at a variety of companies, including large publicly traded companies, implementing and managing IT and cybersecurity programs and teams, developing tools and processes to protect internal networks, customer payment systems and telecommunications networks used by customers to transmit data. I-64 Table of Contents
Item 1C. Cybersecurity Risk Management and Strategy Liberty Broadband’s corporate level IT and cybersecurity functions are provided by Liberty as part of the services agreement described in Item 1. Business. Through the services agreement, we participate in Liberty’s processes for assessing, identifying, and managing risks from cybersecurity threats at the corporate headquarters, as detailed below.
Item 1C. Cybersecurity Risk Management and Strategy Liberty Broadband’s corporate level Information Technology (“IT”) and cybersecurity functions are provided by Liberty as part of the services agreement described in Part I, Item 1. “Business.” Through the services agreement, we participate in Liberty’s processes for assessing, identifying, and managing risks from cybersecurity threats at the corporate headquarters, as detailed below.
I-56 Table of Contents To manage and mitigate material risks from cybersecurity threats to our information systems and data, we implement and maintain various technical, physical and organizational measures, processes and policies.
To manage and mitigate material risks from cybersecurity threats to our information systems and data, we implement and maintain various technical, physical and organizational measures, processes and policies.
GCI operates its own cybersecurity function with oversight from Liberty Broadband. Charter, an equity method affiliate, as a separate publicly traded company from Liberty Broadband, operates its own cybersecurity function. Oversight for Charter’s cybersecurity functions rests with its board of directors and Audit Committee of which our Chief Executive Officer is a member.
GCI operates its own cybersecurity function with oversight from Liberty Broadband. Charter, an equity method affiliate, as a separate publicly traded company from Liberty Broadband, operates its own cybersecurity function. Oversight for Charter’s cybersecurity functions rests with its board of directors and Audit Committee.
Cybersecurity risks are assessed as part of our enterprise risk assessment and risk management program and our cybersecurity risk management program is designed and assessed based on recognized frameworks, including the National Institute of Standards and Technology Cybersecurity Framework (“NIST CSF”).
Cybersecurity risks are assessed as part of our enterprise risk assessment and risk management program and our cybersecurity risk management program is designed and assessed based on recognized frameworks, including the NIST CSF.
Role of Management Through our services agreement with Liberty discussed in Item 1 of this 10-K, we have established a cross functional Information Security Steering Committee (“ISSC”) with executives from our Legal, Accounting, Internal Audit and Risk Management, Cybersecurity and Facilities departments.
“Business” of this Annual Report on Form 10-K, we have established a cross functional Information Security Steering Committee (“ISSC”) with executives from our Legal, Accounting, Internal Audit and Risk Management, Cybersecurity and Facilities departments.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeSee note 2 to the accompanying consolidated financial statements found in Part II of this report for additional information on its properties. Substantial amounts of GCI Holdings’ properties are located on or in leased real property or facilities. Substantially all of GCI Holdings’ properties secure the Senior Credit Facility.
Biggest changeSee note 2 to the accompanying consolidated financial statements found in Part II, Item 8. “Financial Statement and Supplementary Data” of this report for additional information on its properties. Substantial amounts of GCI Holdings’ properties are located on or in leased real property or facilities. Substantially all of GCI Holdings’ properties secure the Senior Credit Facility.
See note 7 to the accompanying consolidated financial statements found in Part II of this report for additional information on the Senior Credit Facility.
See note 7 to the accompanying consolidated financial statements found in Part II, Item 8. “Financial Statement and Supplementary Data” of this report for additional information on the Senior Credit Facility.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeOther industry participants are also defendants in certain of these cases or related cases.
Biggest changeCharter is a defendant or co-defendant in several lawsuits involving alleged infringement of various intellectual property relating to various aspects of its businesses. Other industry participants are also defendants in certain of these cases or related cases.
While Charter believes the lawsuits are without merit and intends to defend the actions vigorously, no assurance can be given that any adverse outcome would not be material to Charter’s consolidated financial condition, results of operations, or liquidity. Charter cannot predict the outcome of any such claims nor can it reasonably estimate a range of possible loss.
While Charter believes the lawsuits are without merit and intends to defend the actions vigorously, no assurance can be given that any adverse outcome would not be material to Charter’s operations, consolidated financial condition, results of operations, or liquidity. Charter cannot predict the outcome of any such claims nor can it reasonably estimate a range of possible loss.
The ultimate outcome of these other legal matters pending against Charter or its subsidiaries cannot be predicted, and although such lawsuits and claims are not expected individually to have a material adverse effect on our or Charter’s consolidated financial condition, results of operations, or liquidity, such lawsuits could have in the aggregate a material adverse effect on ours or Charter’s consolidated financial condition, results of operations, or liquidity.
The ultimate outcome of these other legal matters pending against Charter or its subsidiaries cannot be predicted, and although such lawsuits and claims are not expected individually to have a material adverse effect on our or Charter’s operations, consolidated financial condition, results of operations or liquidity, such lawsuits could have in the aggregate a material adverse effect on ours or Charter’s operations, consolidated financial condition, results of operations, or liquidity.
Whether or not Charter ultimately prevails in any particular lawsuit or claim, litigation can be time consuming and costly and injure its reputation. Item 4. Mine Safety Disclosures Not applicable. ​ ​ I-59 Table of Contents PART II
Whether or not Charter ultimately prevails in any particular lawsuit or claim, litigation can be time consuming and costly and injure its reputation. Item 4. Mine Safety Disclosures Not applicable. ​ ​ I-65 Table of Contents PART II
Charter is party to other lawsuits, claims and regulatory inquiries that arise in the ordinary course of conducting its business.
Charter is party to other lawsuits, claims and regulatory inquiries or investigations that arise in the ordinary course of conducting its business or in connection with Charter’s participation in government funding programs.
Removed
I-58 Table of Contents On April 27, 2022, Entropic Communications, LLC (“Entropic”) filed a complaint in the United States District Court for the Eastern District of Texas alleging that Charter infringed six patents relating to the deployment of certain set-top boxes, cable modems and cable modem termination systems. Entropic sought monetary damages, including future license fees.
Removed
On February 10, 2023, Entropic filed a separate lawsuit against Charter in the United States District Court for the Eastern District of Texas. The lawsuit alleged infringement of three patents that also relate to the deployment of certain set-top boxes and cable modems. Entropic sought monetary damages.
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On February 10, 2023, Entropic filed two more lawsuits against Charter in the United States District Court for the Eastern District of Texas. The two lawsuits alleged infringement of a total of twelve patents that relate to certain set-top boxes. Entropic sought monetary damages, including future license fees.
Removed
On December 10, 2023, Charter and Entropic executed a settlement agreement that resolved all of these matters and the litigation was dismissed with prejudice. In addition to the Entropic litigation described above, Charter is a defendant or co-defendant in several lawsuits involving alleged infringement of various intellectual property relating to various aspects of its businesses.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. ​ Mine Safety Disclosures ​ I-59 ​ ​ ​ ​ ​ ​ ​ Part II ​ ​ ​ ​ ​ ​ ​ Item 5. ​ Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ​ II-1
Biggest changeItem 4. ​ Mine Safety Disclosures ​ I-65 ​ ​ ​ ​ ​ ​ ​ Part II ​ ​ ​ ​ ​ ​ ​ Item 5. ​ Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ​ II-1

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeSuch over-the-counter market quotations reflect inter-dealer prices without retail mark-ups, mark-downs or commissions, and may not necessarily represent actual transactions. ​ ​ ​ ​ ​ ​ ​ ​ ​ Liberty Broadband Corporation ​ ​ ​ Series B common stock (LBRDB) ​ ​ ​ High Low 2022 ​ ​ ​ ​ ​ ​ First quarter ​ $ 159.61 ​ 130.58 ​ Second quarter ​ $ 133.46 ​ 105.76 ​ Third quarter ​ $ 117.75 ​ 93.00 ​ Fourth quarter ​ $ 89.95 ​ 73.75 ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ ​ ​ ​ ​ ​ First quarter ​ $ 93.00 ​ 80.00 ​ Second quarter ​ $ 85.00 ​ 70.00 ​ Third quarter ​ $ 95.00 ​ 79.19 ​ Fourth quarter ​ $ 86.75 ​ 78.50 ​ ​ Holders As of January 31, 2024, there were 607, 73 and 2,091 holders of our Series A, Series B and Series C common stock, respectively.
Biggest changeSuch over-the-counter market quotations reflect inter-dealer prices without retail mark-ups, mark-downs or commissions, and may not necessarily represent actual transactions. ​ ​ ​ ​ ​ ​ ​ ​ ​ Liberty Broadband Corporation ​ ​ ​ Series B common stock (LBRDB) ​ ​ ​ High Low 2023 ​ ​ ​ ​ ​ ​ First quarter ​ $ 93.00 ​ 80.00 ​ Second quarter ​ $ 85.00 ​ 70.00 ​ Third quarter ​ $ 95.00 ​ 79.19 ​ Fourth quarter ​ $ 86.75 ​ 78.50 ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ ​ ​ ​ ​ ​ First quarter ​ $ 79.00 ​ 56.50 ​ Second quarter ​ $ 55.03 ​ 50.50 ​ Third quarter ​ $ 78.00 ​ 59.50 ​ Fourth quarter ​ $ 99.00 ​ 75.26 ​ ​ Holders As of January 31, 2025, there were 579, 70 and 2,036 holders of our Series A, Series B and Series C common stock, respectively.
Payment of cash dividends, if any, in the future will be determined by our board of directors in light of our earnings, financial condition and other relevant considerations. Securities Authorized for Issuance Under Equity Compensation Plans Information required by this item is incorporated by reference to our definitive proxy statement for our 2024 Annual Meeting of Stockholders.
Payment of cash dividends, if any, in the future will be determined by our board of directors in light of our earnings, financial condition and other relevant considerations. Securities Authorized for Issuance Under Equity Compensation Plans Information required by this item is incorporated by reference to our definitive proxy statement for our 2025 Annual Meeting of Stockholders.
The following table sets forth the quarterly range of high and low sales prices of our Series B common stock for the years ended December 31, 2023 and 2022. There is no established public trading market for our Series B common stock, which is quoted on the OTC Markets.
The following table sets forth the quarterly range of high and low sales prices of our Series B common stock for the years ended December 31, 2024 and 2023. There is no established public trading market for our Series B common stock, which is quoted on the OTC Markets.
During the three months ended December 31, 2023, 56 shares of Liberty Broadband Series A common stock, zero shares of Liberty Broadband Series B common stock, 208 shares of Series C common stock and zero shares of Liberty Broadband Preferred Stock were surrendered by our officers and employees to pay withholding taxes and other deductions in connection with the vesting of their restricted stock.
During the three months ended December 31, 2024, zero shares of Liberty Broadband Series A common stock, zero shares of Liberty Broadband Series B common stock, 76 shares of Liberty Broadband Series C common stock and zero shares of Liberty Broadband preferred stock were surrendered by our officers and employees to pay withholding taxes and other deductions in connection with the vesting of their restricted stock.
Purchases of Equity Securities by the Issuer As of December 31, 2023, the Company had $1.8 billion available to be used for share repurchases under the Company’s share repurchase program.
Purchases of Equity Securities by the Issuer As of December 31, 2024, the Company had $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.
Removed
II-1 Table of Contents A summary of the repurchase activity for the three months ended December 31, 2023 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Series A Common Stock ​ Series C Common Stock ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (c) Total Number (d) Maximum Number ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ of Shares ​ (or Approximate Dollar ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Purchased as ​ Value) of Shares that ​ ​ ​ (a) Total Number ​ (b) Average ​ (a) Total Number ​ (b) Average ​ Part of Publicly ​ May Yet Be Purchased ​ ​ ​ of Shares ​ Price Paid per ​ of Shares ​ Price Paid per ​ Announced Plans or ​ Under the Plans or ​ Period ​ Purchased ​ Share ​ Purchased ​ Share ​ Programs ​ Programs ​ October 1 - 31, 2023 ​ — ​ $ — ​ 148,854 ​ $ 88.18 ​ 148,854 ​ ​ $1,949 million ​ November 1 - 30, 2023 ​ — ​ $ — 808,485 ​ $ 83.33 ​ 808,485 ​ ​ $1,881 million ​ December 1 - 31, 2023 ​ — ​ $ — 1,356,244 ​ $ 78.65 ​ 1,356,244 ​ ​ $1,775 million ​ Total ​ — ​ $ — 2,313,583 ​ $ 80.90 2,313,583 ​ ​ ​ ​ ​ There were no repurchases of Liberty Broadband Series B common stock or Liberty Broadband Series A Cumulative Preferred Stock (“Liberty Broadband Preferred Stock”) during the three months ended December 31, 2023.
Added
II-1 Table of Contents There were no repurchases of Liberty Broadband Series A, Series B or Series C common stock or Liberty Broadband Series A cumulative redeemable preferred stock (“Liberty Broadband preferred stock”) during the three months ended December 31, 2024.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeItem 6. ​ [Reserved] ​ II-2 Item 7. ​ Management's Discussion and Analysis of Financial Condition and Results of Operations ​ II-2 Item 7A. ​ Quantitative and Qualitative Disclosures About Market Risk ​ II-17 Item 8. ​ Financial Statements and Supplementary Data ​ II-17
Biggest changeItem 6. ​ [Reserved] ​ II-2 Item 7. ​ Management's Discussion and Analysis of Financial Condition and Results of Operations ​ II-2 Item 7A. ​ Quantitative and Qualitative Disclosures About Market Risk ​ II-19 Item 8. ​ Financial Statements and Supplementary Data ​ II-19

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe amounts included in the table below, derived from Charter’s public filings, represent Charter’s results for each of the years ended December 31, 2023 and 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ 2023 ​ 2022 ​ ​ amounts in millions ​ Revenue $ 54,607 54,022 ​ Operating expenses, excluding stock-based compensation ​ (32,660) (32,687) ​ Adjusted OIBDA ​ 21,947 21,335 ​ Depreciation and amortization ​ (8,696) (8,903) ​ Stock-based compensation ​ (692) (470) ​ Operating income (loss) ​ 12,559 11,962 ​ Other income (expense), net ​ (5,705) (4,500) ​ Net income (loss) before income taxes ​ 6,854 7,462 ​ Income tax benefit (expense) ​ (1,593) (1,613) ​ Net income (loss) ​ $ 5,261 5,849 ​ Charter’s revenue increased $585 million during the year ended December 31, 2023, as compared to the same period in 2022, primarily due to growth in residential Internet revenue, mobile device sales and residential mobile service revenue partly offset by lower residential video and advertising sales revenue, as well as $68 million of total customer credits related to the temporary loss of Disney programming during 2023.
Biggest changeThe amounts included in the table below, derived from Charter’s public filings, represent Charter’s results for each of the years ended December 31, 2024 and 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ 2024 ​ 2023 ​ ​ amounts in millions ​ Revenue $ 55,085 54,607 ​ Operating expenses, excluding stock-based compensation ​ (32,643) (32,660) ​ Adjusted OIBDA ​ 22,442 21,947 ​ Depreciation and amortization ​ (8,673) (8,696) ​ Stock-based compensation ​ (651) (692) ​ Operating income (loss) ​ 13,118 12,559 ​ Other income (expense), net ​ (5,616) (5,705) ​ Net income (loss) before income taxes ​ 7,502 6,854 ​ Income tax benefit (expense) ​ (1,649) (1,593) ​ Net income (loss) ​ $ 5,853 5,261 ​ Charter’s revenue increased $478 million during the year ended December 31, 2024, as compared to the same period in 2023, primarily due to growth in mobile lines, average revenue per customer and advertising sales, partly offset by lower customers.
Accordingly, Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income, net income, cash flow provided by operating activities and other measures of financial performance prepared in accordance with U.S. generally accepted accounting principles.
Accordingly, Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income, net income, cash flow provided by operating activities and other measures of financial performance prepared in accordance with U.S. generally accepted accounting principles (“GAAP”).
Xumo combines a live TV experience with access to hundreds of content applications, and features unified search and discovery along with a curated content offering based on the customer's interests and subscriptions.
Xumo combines a live TV experience with access to hundreds of content applications, and features unified search and discovery, along with a curated content offering based on a customer’s interests and subscriptions.
See note 14 to the accompanying consolidated financial statements for more discussion regarding our reportable segments. For a more detailed discussion and analysis of GCI Holdings’ results, see "Results of Operations – GCI Holdings, LLC" below. A discussion regarding our financial condition and results of operations for fiscal year 2023 compared to fiscal year 2022 is presented below.
See note 14 to the accompanying consolidated financial statements for more discussion regarding our reportable segments. For a more detailed discussion and analysis of GCI Holdings’ results, see "Results of Operations – GCI Holdings, LLC" below. A discussion regarding our financial condition and results of operations for fiscal year 2024 compared to fiscal year 2023 is presented below.
In addition, during 2022 and continuing in 2023, GCI Holdings began to experience the impact of inflation-sensitive items, including upward pressure on the costs of materials, labor, and other items that are critical to GCI Holdings’ business.
In addition, during 2023 and continuing in 2024, GCI Holdings began to experience the impact of inflation-sensitive items, including upward pressure on the costs of materials, labor, and other items that are critical to GCI Holdings’ business.
II-4 Table of Contents 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.
II-5 Table of Contents 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.
The following is a discussion of Charter’s stand alone results of operations. In order to provide a better understanding of Charter’s operations, we have included a summarized presentation of Charter’s results from operations. Charter is a separate publicly traded company and additional information about Charter can be obtained through its website and public filings, which are not incorporated by reference.
The following is a discussion of Charter’s standalone results of operations. In order to provide a better understanding of Charter’s operations, we have included a summarized presentation of Charter’s results from operations. Charter is a separate publicly traded company and additional information about Charter can be obtained through its website and public filings, which are not incorporated by reference.
We expect corporate cash and other available sources of liquidity to cover corporate expenses for the foreseeable future. Off-Balance Sheet Arrangements and Material Cash Requirements We have contingent liabilities related to legal and tax proceedings and other matters arising in the ordinary course of business.
We expect corporate cash and other available sources of liquidity as discussed above to cover corporate expenses for the foreseeable future. Off-Balance Sheet Arrangements and Material Cash Requirements We have contingent liabilities related to legal and tax proceedings and other matters arising in the ordinary course of business.
During the year ended December 31, 2023, net cash flows used in financing activities were primarily for the repurchase of approximately $1,415 million in principal amount of outstanding exchangeable senior debentures, partially offset by the issuance of $1,265 million aggregate original principal amount of the 3.125% Debentures (see more information in note 7 to the accompanying consolidated financial statements), as well as net borrowings of debt of approximately $60 million of outstanding Revolving Loans (as defined in note 7 to the accompanying consolidated financial statements) under the Margin Loan Facility.
During the year ended December 31, 2023, net cash flows used in financing activities were primarily for the repurchase of approximately $1,415 million in principal amount of outstanding exchangeable senior debentures, partially offset by the issuance of $1,265 million aggregate original principal amount of the 3.125% Debentures due 2053, as well as net borrowings of debt of approximately $60 million of outstanding Revolving Loans (as defined in note 7 to the accompanying consolidated financial statements) under the Margin Loan Facility.
Charter also distributes award-winning news coverage and sports programming to its customers through Spectrum Networks. At December 31, 2023, Liberty Broadband owned approximately 46.3 million shares of Charter Class A common stock, representing an approximate 31.9% economic ownership interest in Charter’s issued and outstanding shares.
Charter also distributes award-winning news coverage and sports programming to its customers through Spectrum Networks. At December 31, 2024, Liberty Broadband owned approximately 45.3 million shares of Charter Class A common stock, representing an approximate 31.9% economic ownership interest in Charter’s issued and outstanding shares.
A discussion regarding our financial condition and results of operations for fiscal year 2022 compared to fiscal year 2021 can be found in Part II, Item 7. "Management’s Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 17, 2023.
A discussion regarding our financial condition and results of operations for fiscal year 2023 compared to fiscal year 2022 can be found in Part II, Item 7. "Management’s Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 16, 2024.
This process requires our management to make judgments regarding the timing and probability of the ultimate tax impact of the various agreements and transactions that we enter into. Based on these judgments we may record tax reserves or adjustments to valuation allowances on deferred tax assets to reflect the expected II-14 Table of Contents realizability of future tax benefits.
This process requires our management to make judgments regarding the timing and probability of the ultimate tax impact of the various agreements and transactions that we enter into. Based on these judgments we may record tax reserves or adjustments to valuation allowances on deferred tax assets to reflect the expected realizability of future tax benefits.
Amortization related to debt and intangible assets with identifiable useful lives is included in the Company’s share of earnings (losses) from affiliates line item in the accompanying consolidated statements of operations and aggregated $277 million and $232 million, net of related taxes, for the years ended December 31, 2023 and 2022, respectively.
Amortization related to debt and intangible assets with identifiable useful lives is included in the Company’s share of earnings (losses) from affiliates line item in the accompanying consolidated statements of operations and aggregated $303 million and $277 million, net of related taxes, for the years ended December 31, 2024 and 2023, respectively.
Depreciation and amortization expense decreased $207 million during the year ended December 31, 2023, as compared to the same period in 2022, primarily due to certain assets acquired in acquisitions becoming fully depreciated, offset by an increase in depreciation as a result of more recent capital expenditures.
Depreciation and amortization expense decreased $23 million during the year ended December 31, 2024, as compared to the same period in 2023, primarily due to certain assets acquired in acquisitions becoming fully depreciated, offset by an increase in depreciation as a result of more recent capital expenditures.
II-2 Table of Contents Strategies and Challenges Executive Summary GCI Holdings, a wholly owned subsidiary of the Company, provides a full range of data, wireless, video, voice, and managed services to residential customers, businesses, governmental entities, and educational and medical institutions primarily in Alaska under the GCI brand.
Strategies and Challenges Executive Summary GCI Holdings, a wholly owned subsidiary of the Company, provides a full range of data, wireless, video, voice, and managed services to residential customers, businesses, governmental entities, and educational and medical institutions primarily in Alaska under the GCI brand.
The primary factors we consider in our determination of whether declines in fair value are other than temporary are the length of time that the fair value of the investment is below our carrying value; the severity of the decline; and the financial condition, operating performance and near term prospects of the equity method investee.
II-15 Table of Contents The primary factors we consider in our determination of whether declines in fair value are other than temporary are the length of time that the fair value of the investment is below our carrying value; the severity of the decline; and the financial condition, operating performance and near term prospects of the equity method investee.
Factors that would necessitate an impairment assessment include a significant adverse change in the extent or manner in which an asset is used, a significant adverse change in legal factors or the business climate that II-13 Table of Contents could affect the value of the asset group, or a significant decline in the observable market value of an asset group, among others.
Factors that would necessitate an impairment assessment include a significant adverse change in the extent or manner in which an asset is used, a significant adverse change in legal factors or the business climate that could affect the value of the asset group, or a significant decline in the observable market value of an asset group, among others.
Data cable modem subscribers as of December 31, 2023 include 1,100 subscribers that were reclassified from GCI Business to GCI Consumer subscribers in the first quarter of 2023 and are not new additions. 2 A wireless line in service is defined as a wireless device with a monthly fee for services.
Data cable modem subscribers as of December 31, 2024 include 900 subscribers that were reclassified from GCI Business to GCI Consumer subscribers in the first quarter of 2024 and are not new additions. 2 A wireless line in service is defined as a wireless device with a monthly fee for services.
GCI Holdings’ Adjusted OIBDA improved $3 million in the year ended December 31, 2023, as compared to the same period in 2022. See “Results of Operations – GCI Holdings, LLC” below for a more complete discussion of the results of operations of GCI Holdings.
GCI Holdings’ Adjusted OIBDA improved $1 million in the year ended December 31, 2024, as compared to the same period in 2023. See “Results of Operations – GCI Holdings, LLC” below for a more complete discussion of the results of operations of GCI Holdings.
As of December 31, 2023, property and equipment and customer relationships have weighted average remaining useful lives of approximately 4 years and 7 years, respectively. Outstanding debt is amortized over the contractual period using the straight-line method.
As of December 31, 2024, property and equipment and customer relationships have weighted average remaining useful lives of approximately 3 years and 7 years, respectively. Outstanding debt is amortized over the contractual period using the straight-line method.
Amounts do not assume additional borrowings or refinancings of existing debt. II-12 Table of Contents (2) Amounts (i) are based on our outstanding debt at December 31, 2023, (ii) assume the interest rates on our variable rate debt remain constant at the December 31, 2023 rates and (iii) assume that our existing debt is repaid at contractual maturity.
Amounts do not assume additional borrowings or refinancings of existing debt. (2) Amounts (i) are based on our outstanding debt at December 31, 2024, (ii) assume the interest rates on our variable rate debt remain constant at the December 31, 2024 rates and (iii) assume that our existing debt is repaid at contractual maturity.
II-6 Table of Contents Results of Operations—Consolidated General. We provide information regarding our consolidated operating results and other income and expenses, as well as information regarding the contribution to those items from our reportable segments in the tables below. The "Corporate and other" category consists of those assets or businesses which do not qualify as a separate reportable segment.
We provide information regarding our consolidated operating results and other income and expenses, as well as information regarding the contribution to those items from our reportable segments in the tables below. The "Corporate and other" category consists of those assets or businesses which do not qualify as a separate reportable segment.
Wireless lines in service as of December 31, 2023 include 1,400 lines that were reclassified from GCI Business to GCI Consumer lines in the first quarter of 2023 and are not new additions.
Wireless lines in service as of December 31, 2024 include 1,800 lines that were reclassified from GCI Business to GCI Consumer lines in the first quarter of 2024 and are not new additions.
If a recession occurs, it could negatively affect GCI Holdings’ business including its financial position, results of operations, or liquidity, as well as its ability to service debt, pay other obligations and enhance shareholder returns.
If Alaska experiences a recession or economic slowdown, it could negatively affect GCI Holdings’ business including its financial position, results of operations, or liquidity, as well as its ability to service debt, pay other obligations and enhance shareholder returns.
In February 2021, 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 (see more information II-11 Table of Contents in note 5 to the accompanying consolidated financial statements).
In February 2021, 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 (see more information in note 5 to the accompanying consolidated financial statements).
GCI Holdings’ customers may not be able to obtain adequate II-3 Table of Contents access to credit, which could affect their ability to make timely payments to GCI Holdings and could lead to an increase in accounts receivable and bad debt expense.
GCI Holdings’ customers may not be able to obtain adequate access to credit, which could affect their ability to make timely payments to GCI Holdings and could lead to an increase in accounts receivable and bad debt expense.
During the year ended December 31, 2023, operating expenses, excluding stock-based compensation, decreased $27 million, as compared to the same period in 2022.
During the year ended December 31, 2024, operating expenses, excluding stock-based compensation, decreased $17 million, as compared to the same period in 2023.
Critical Accounting Estimates and Policies The preparation of our financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the accompanying consolidated financial statements and the reported amounts of revenue and expenses during the reporting period.
Critical Accounting Estimates and Policies The preparation of our financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the accompanying consolidated financial statements and the reported amounts of revenue and expenses during the reporting period.
Realized and unrealized gains (losses) on financial instruments, net Realized and unrealized gains (losses) on financial instruments, net are comprised of changes in the fair value of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ 2023 ​ 2022 ​ ​ amounts in millions Indemnification obligation ​ $ 5 ​ 273 ​ Exchangeable senior debentures ​ ​ (106) ​ 61 ​ ​ ​ $ (101) 334 ​ The changes in these accounts are primarily due to market factors and changes in the fair value of the underlying stocks or financial instruments to which these related (see notes 4 and 7 to the accompanying consolidated financial statements for additional discussion).
Realized and unrealized gains (losses) on financial instruments, net Realized and unrealized gains (losses) on financial instruments, net are comprised of changes in the fair value of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ 2024 ​ 2023 ​ ​ amounts in millions Exchangeable senior debentures ​ $ (108) ​ (106) ​ Other ​ ​ (17) ​ 5 ​ ​ ​ $ (125) (101) ​ The changes in these accounts are primarily due to market factors and changes in the fair value of the underlying stocks or financial instruments to which these related (see notes 4 and 7 to the accompanying consolidated financial statements for additional discussion).
Additionally, the U.S. Federal Reserve increased interest rates starting in March 2022 and throughout 2023. Mounting inflationary cost pressures and recessionary fears have negatively impacted the U.S. and global economy.
Additionally, the U.S. Federal Reserve increased interest rates starting in March 2022 and throughout 2023, though they had started decreasing rates in 2024. Mounting inflationary cost pressures and recessionary fears have negatively impacted the U.S. and global economy.
The following table highlights selected key performance indicators used in evaluating GCI Holdings. ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2023 2022 Consumer ​ Data: ​ Cable modem subscribers 1 ​ 159,700 157,200 Wireless: ​ Wireless lines in service 2 ​ 197,300 191,100 1 A cable modem subscriber is defined by the purchase of cable modem service regardless of the level of service purchased.
The following table highlights selected key performance indicators used in evaluating GCI Holdings. ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2024 2023 Consumer ​ Data: ​ Cable modem subscribers 1 ​ 155,700 159,700 Wireless: ​ Wireless lines in service 2 ​ 198,800 197,300 1 A cable modem subscriber is defined by the purchase of cable modem service regardless of the level of service purchased.
The following are potential sources of liquidity: available cash balances, cash generated by the operating activities of our privately-owned subsidiaries (to the extent such cash exceeds the working capital needs of the subsidiaries and is not otherwise restricted), monetization of investments (including Charter Repurchases (as defined in note 5 to the accompanying consolidated financial statements and discussed below)), outstanding or anticipated debt facilities (as discussed in note 7 to the accompany consolidated financial statements), debt and equity issuances, and dividend and interest receipts.
The following are potential sources of liquidity: available cash balances, cash generated by the operating activities of our privately-owned subsidiaries to be used by the subsidiary (to the extent such cash exceeds the working capital needs of the subsidiaries and is not otherwise restricted), monetization of investments (including Charter Repurchases (as defined in note 5 to the accompanying consolidated financial statements and discussed below)), outstanding or anticipated debt facilities (as discussed in note 7 to the accompany consolidated financial statements), loans from Charter pursuant to the Merger Agreement and Stockholders and Letter Agreement Amendment, and dividend and interest receipts.
The loss on dilution of investment in affiliate decreased primarily due to a decrease in issuance of Charter common stock from the exercise of stock options and restricted stock units held by employees and other third parties, partially offset by a smaller gain on dilution related to Charter’s repurchase of Liberty Broadband’s Charter shares.
The loss on dilution of investment in affiliate decreased primarily due to increased gains on dilution related to Charter’s repurchase of Liberty Broadband’s Charter shares and a decrease in issuance of Charter common stock from the exercise of stock options held by employees and other third parties.
Operating costs during the year ended December 31, 2023, as compared to the same period in 2022 , were impacted by lower programming costs as a result of a higher mix of lower cost video packages within Charter’s video customer base, fewer customers and a $61 million benefit related to the temporary loss of Disney programming during 2023, partly offset by contractual rate adjustments, including renewals and increases in amounts paid for retransmission consent.
Operating costs during the year ended December 31, 2024, as compared to the same period in 2023 , were impacted by lower programming costs as a result of fewer video customers and a higher mix of lower cost video packages within Charter’s video customer base as well as costs required by accounting principles to be allocated to seamless entertainment applications and netted within video revenue, partly offset by contractual rate adjustments, including renewals and increases in amounts paid for retransmission consent as well as a $61 million benefit related to the temporary loss of Disney programming during 2023.
The tax sharing receivable with Qurate Retail resulted in tax sharing income of $11 million and tax sharing loss of $79 million for the years ended December 31, 2023 and 2022, respectively. See more discussion about the tax sharing agreement with Qurate Retail in note 1 to the accompanying consolidated financial statements.
The tax sharing receivable with QVC Group resulted in tax sharing income of $3 million and $11 million for the years ended December 31, 2024 and 2023, respectively. See more discussion about the tax sharing agreement with QVC Group in note 1 to the accompanying consolidated financial statements.
Additionally, net cash flows used in financing activities included repurchases of Liberty Broadband Series A and Series C common stock of $227 million and indemnification payments of $45 million made by Liberty Broadband to Qurate Retail in connection with the LI LLC 1.75% Exchangeable Debentures (as defined in note 4 to the accompanying consolidated financial statements).
Additionally, net cash flows used in financing activities included repurchases of Liberty Broadband Series A and Series C common stock of $227 million and indemnification payments of $45 million made by Liberty Broadband to QVC Group in connection with the LI LLC 1.75% Exchangeable Debentures (as defined in note 4 to the accompanying consolidated financial statements), which was settled during the year ended December 31, 2023.
Charter is a leading broadband connectivity company and cable operator serving more than 32 million customers in 41 states through its Spectrum brand. Over an advanced communications network, Charter offers a full range of state-of-the-art residential and business services including Spectrum Internet, TV, Mobile and Voice.
Charter is a leading broadband connectivity company and cable operator with services available to an estimated 57 million homes and businesses in 41 states through its Spectrum brand. Over an advanced communications network, Charter offers a full range of state-of-the-art residential and business services including Spectrum Internet, TV, Mobile and Voice.
As of December 31, 2023, Liberty Broadband had a cash balance of $158 million. ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2023 ​ 2022 ​ ​ amounts in millions Cash flow information ​ ​ Net cash provided by (used in) operating activities ​ $ 16 (56) ​ Net cash provided by (used in) investing activities ​ $ 150 3,047 ​ Net cash provided by (used in) financing activities ​ $ (390) (2,797) ​ ​ The increase in cash provided by operating activities in 2023, as compared to the same period in 2022, was primarily driven by increased operating income, partly offset by timing differences in working capital accounts (including litigation payments).
As of December 31, 2024, Liberty Broadband had a cash and cash equivalents balance of $163 million. ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2024 ​ 2023 ​ ​ amounts in millions Cash flow information ​ ​ Net cash provided by (used in) operating activities ​ $ 104 16 ​ Net cash provided by (used in) investing activities ​ $ 130 150 ​ Net cash provided by (used in) financing activities ​ $ (181) (390) ​ ​ The increase in cash provided by operating activities in 2024, as compared to the same period in 2023, was primarily driven by timing differences in working capital accounts (including litigation payments in 2023) and increased operating income.
A decline in oil prices would put significant pressure on the Alaska state government budget. The Alaska state government has financial reserves that GCI Holdings believes may be able to help fund the state government for the next couple of years.
The Alaska economy is dependent upon the oil industry, state and federal spending, investment earnings and tourism. A decline in oil prices would put significant pressure on the Alaska state government budget. The Alaska state government has financial reserves that GCI Holdings believes may be able to help fund the state government for the next couple of years.
The changes in realized and unrealized gains (losses) for the year ended December 31, 2023, as compared to the same period in 2022, were primarily due to decreases in realized and unrealized gains on the indemnification obligation, as well as the changes in fair value of the debentures outstanding for the respective periods related to changes in market price of the underlying Charter stock.
The changes in realized and unrealized gains (losses) for the year ended December 31, 2024, as compared to the same period in 2023, were primarily due to the change in fair value of the debentures outstanding for the respective periods related to changes in market price of the underlying Charter stock, in addition to an impairment on an equity security.
The decrease was primarily due to decreased local and long distance voice revenue. Historically, GCI Holdings has seen declines in video and voice subscribers and revenue and has not focused business efforts on growth in these areas.
Business other revenue consists of business video and voice revenue. The decrease was primarily due to decreased local and long distance voice revenue as a result of decreased subscribers. Historically, GCI Holdings has seen declines in video and II-18 Table of Contents voice subscribers and revenue and has not focused business efforts on growth in these areas.
Revenue at GCI Holdings increased $12 million for the year ended December 31, 2023, as compared to the corresponding prior year period. See “Results of Operations – GCI Holdings, LLC” below for a more complete discussion of the results of operations of GCI Holdings.
Operating income increased $27 million at GCI Holdings for the year ended December 31, 2024, as compared to the same period in 2023. See “Results of Operations – GCI Holdings, LLC” below for a more complete discussion of the results of operations of GCI Holdings.
Share of earnings (losses) of affiliates Share of earnings from affiliates decreased $171 million during the year ended December 31, 2023, as compared to the same period in 2022. Share of earnings (losses) from affiliates is attributable to the Company’s ownership interest in Charter.
II-10 Table of Contents Share of earnings (losses) of affiliates Share of earnings from affiliates increased $168 million during the year ended December 31, 2024, as compared to the same period in 2023. Share of earnings (losses) from affiliates is attributable to the Company’s ownership interest in Charter.
Other Income and Expense: Components of Other income (expense) are presented in the table below. ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2023 ​ 2022 ​ ​ amounts in millions Other income (expense): ​ ​ Interest expense ​ $ (206) ​ (133) ​ Share of earnings (losses) of affiliate ​ 1,155 1,326 ​ Gain (loss) on dilution of investment in affiliate ​ (60) (63) ​ Realized and unrealized gains (losses) on financial instruments, net ​ (101) 334 ​ Gain (loss) on dispositions, net ​ ​ — ​ 179 ​ Other, net ​ 27 (70) ​ ​ ​ $ 815 1,573 ​ Interest expense Interest expense increased $73 million during the year ended December 31, 2023, as compared to the same period in 2022.
Other Income and Expense: Components of Other income (expense) are presented in the table below. ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2024 ​ 2023 ​ ​ amounts in millions Other income (expense): ​ ​ Interest expense ​ $ (194) ​ (206) ​ Share of earnings (losses) of affiliate ​ 1,323 1,155 ​ Gain (loss) on dilution of investment in affiliate ​ (32) (60) ​ Realized and unrealized gains (losses) on financial instruments, net ​ (125) (101) ​ Other, net ​ 18 27 ​ ​ ​ $ 990 815 ​ Interest expense Interest expense decreased $12 million during the year ended December 31, 2024, as compared to the same period in 2023.
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.
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.
(“GCI Liberty”), the parent company of GCI Holdings, was acquired by Liberty Broadband (the “Combination”). Through a number of prior years’ transactions, including the Combination, Liberty Broadband has acquired an interest in Charter. Liberty Broadband controls 25.01% of the aggregate voting power of Charter. Skyhook Holdings, Inc.
(“GCI Liberty”), the parent company of GCI Holdings, was acquired by Liberty Broadband. Through a number of prior years’ transactions, Liberty Broadband has acquired an interest in Charter. Liberty Broadband controls 25.01% of the aggregate voting power of Charter. Recent Events On November 11, 2024, Gregory B.
Charter is also beginning to see operational benefits from the targeted investments it is making in employee wages and benefits to build employee skill sets and tenure, as well as the continued investments in digitization of customer service platforms and proactive maintenance, all with the goal of improving the customer experience, reducing transactions and driving customer growth and retention.
Charter sees operational benefits from the targeted investments made in employee wages and benefits to build employee skill sets and tenure, as well as the continued investments in digitization of its customer service platforms, all with the goal of improving the customer experience, reducing transactions and driving customer growth and retention. Results of Operations—Consolidated General.
II-10 Table of Contents Income taxes Earnings (losses) before income taxes and income tax (expense) benefit are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2023 2022 ​ ​ ​ amounts in millions ​ Earnings (loss) before income taxes ​ $ 888 ​ 1,534 ​ Income tax (expense) benefit ​ (200) ​ (277) ​ Effective income tax rate ​ 23% ​ 18% ​ ​ Our effective tax rate for the year ended December 31, 2023 was 23%.
Income taxes Earnings (loss) before income taxes and income tax (expense) benefit are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2024 2023 ​ ​ ​ amounts in millions ​ Earnings (loss) before income taxes ​ $ 1,082 ​ 888 ​ Income tax (expense) benefit ​ (213) ​ (200) ​ Effective income tax rate ​ 20% ​ 23% ​ ​ Our effective tax rate for the year ended December 31, 2024 was 20%.
The increase was driven by higher interest rates on our variable rate debt and by higher amounts outstanding on the Margin Loan Facility (as defined in note 7 to the accompanying consolidated financial statements).
The decrease was driven by lower amounts outstanding on the Margin Loan Facility (as defined in note 7 to the accompanying consolidated financial statements) and lower interest rates on our variable rate debt, slightly offset by higher principal balances on the outstanding exchangeable debentures (as further discussed in note 7 to the accompanying consolidated financial statements) and higher amounts outstanding on the Senior Credit Facility (as defined in note 7 to the accompanying consolidated financial statements).
The decrease was primarily due to a decrease in roaming revenue and a decrease in data plan fees due to decreased business wireless subscribers. Business other revenue decreased $6 million for the year ended December 31, 2023, as compared to the same period in 2022. Business other revenue consists of business video and voice revenue.
Consumer other revenue decreased $2 million for the year ended December 31, 2024, as compared to the same period in 2023. Consumer other revenue consists of consumer video and voice revenue. The decrease was due to a decrease in video revenue primarily driven by decreased video subscribers.
In addition, providers are constructing open access networks that can deliver services from multiple underlying Internet service providers. Charter’s principal competitors for voice and mobile services are other mobile and wireline phone providers, as well as other forms of communication, such as text messaging on cellular phones, instant messaging, social networking services, video conferencing and email.
Charter’s principal competitors for voice and mobile services are other mobile and wireline phone providers, as well as other forms of communication, such as text messaging on cellular phones, instant messaging, social networking services, video conferencing and email.
During the years ended December 31, 2023 and 2022, net cash flows provided by investing activities were primarily related to the sale of Charter Class A common stock for $394 million and $3.0 billion, respectively, to maintain our fully diluted ownership percentage of Charter at 26%.
During the years ended December 31, 2024 and 2023, net cash flows provided by investing activities were primarily related to the sale of Charter Class A common stock for $335 million and $394 million, respectively .
Information concerning the amount and timing of current and long-term material cash requirements, both accrued and off-balance sheet, excluding loss contingencies and uncertain tax positions, if any, where it is indeterminable when payments will be made, is summarized below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payments due by period ​ ​ ​ ​ ​ Less than ​ ​ ​ ​ ​ After ​ ​ Total ​ 1 year ​ 2 - 3 years ​ 4 - 5 years ​ 5 years ​ ​ amounts in millions Material Cash Requirements ​ ​ Debt (1) ​ $ 3,724 ​ 3 ​ 1,616 ​ 838 ​ 1,267 ​ Preferred stock liquidation value ​ ​ 180 ​ — ​ — ​ — ​ 180 ​ Interest expense and preferred stock dividends (2) ​ ​ 1,847 ​ 221 ​ 370 ​ 169 ​ 1,087 ​ Finance and operating lease obligations ​ ​ 122 ​ 49 ​ 47 ​ 13 ​ 13 ​ Tower obligations, including interest ​ ​ 132 ​ 8 ​ 16 ​ 17 ​ 91 ​ Purchase obligations ​ ​ 158 ​ 116 ​ 37 ​ 5 ​ — ​ Total ​ $ 6,163 ​ 397 ​ 2,086 ​ 1,042 ​ 2,638 ​ (1) Amounts are reflected in the table at the outstanding principal amount at December 31, 2023, assuming the debt instrument will remain outstanding until the stated maturity date and may differ from the amounts stated in our consolidated balance sheet to the extent debt instruments (i) were issued at a discount or premium or (ii) have elements which are reported at fair value in our consolidated balance sheets.
II-14 Table of Contents Information concerning the amount and timing of current and long-term material cash requirements, both accrued and off-balance sheet, excluding loss contingencies and uncertain tax positions, if any, where it is indeterminable when payments will be made, is summarized below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payments due by period ​ ​ ​ ​ ​ Less than ​ ​ ​ ​ ​ After ​ ​ Total ​ 1 year ​ 2 - 3 years ​ 4 - 5 years ​ 5 years ​ ​ amounts in millions Material Cash Requirements ​ ​ Debt (1) ​ $ 3,666 ​ 3 ​ 1,236 ​ 602 ​ 1,825 ​ Preferred stock liquidation value ​ ​ 180 ​ — ​ — ​ — ​ 180 ​ Interest expense and preferred stock dividends (2) ​ ​ 2,138 ​ 183 ​ 318 ​ 162 ​ 1,475 ​ Finance and operating lease obligations ​ ​ 123 ​ 51 ​ 47 ​ 12 ​ 13 ​ Tower obligations, including interest ​ ​ 114 ​ 7 ​ 15 ​ 16 ​ 76 ​ Purchase obligations ​ ​ 224 ​ 130 ​ 60 ​ 21 ​ 13 ​ Total ​ $ 6,445 ​ 374 ​ 1,676 ​ 813 ​ 3,582 ​ (1) Amounts are reflected in the table at the outstanding principal amount at December 31, 2024, assuming the debt instrument will remain outstanding until the stated maturity date and may differ from the amounts stated in our consolidated balance sheet to the extent debt instruments (i) were issued at a discount or premium or (ii) have elements which are reported at fair value in our consolidated balance sheets.
GCI Holdings’ operating results for the years ended December 31, 2023 and 2022 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ 2023 2022 ​ ​ amounts in millions Revenue ​ $ 981 969 ​ Operating expenses (excluding stock-based compensation included below): ​ ​ Operating expense ​ (245) (250) ​ Selling, general and administrative expenses ​ (375) (361) ​ Adjusted OIBDA ​ 361 358 ​ Stock-based compensation ​ (14) (13) ​ Depreciation and amortization ​ (230) (262) ​ Litigation settlement ​ — (29) ​ Operating income (loss) ​ $ 117 54 ​ II-15 Table of Contents Revenue The components of revenue are as follows: ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ 2023 2022 ​ ​ amounts in millions Consumer ​ Data ​ $ 233 231 Wireless ​ ​ 193 193 Other ​ 42 55 Business ​ Data ​ 427 395 Wireless ​ 50 53 Other ​ 36 42 Total revenue ​ $ 981 969 ​ Consumer data revenue increased $2 million for the year ended December 31, 2023, as compared to the same period in 2022.
II-17 Table of Contents GCI Holdings’ operating results for the years ended December 31, 2024 and 2023 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ 2024 2023 ​ ​ amounts in millions Revenue ​ $ 1,016 981 ​ Operating expenses (excluding stock-based compensation included below): ​ ​ Operating expense ​ (257) (245) ​ Selling, general and administrative expenses ​ (397) (375) ​ Adjusted OIBDA ​ 362 361 ​ Stock-based compensation ​ (11) (14) ​ Depreciation and amortization ​ (207) (230) ​ Operating income (loss) ​ $ 144 117 ​ Revenue The components of revenue are as follows: ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ 2024 2023 ​ ​ amounts in millions Consumer ​ Data ​ $ 238 233 Wireless ​ ​ 191 193 Other ​ 40 42 Business ​ Data ​ 469 427 Wireless ​ 47 50 Other ​ 31 36 Total revenue ​ $ 1,016 981 ​ Consumer data revenue increased $5 million for the year ended December 31, 2024, as compared to the same period in 2023.
GCI Holdings continues to monitor these impacts closely and, if costs continue to rise, GCI Holdings may be unable to recoup losses or offset diminished margins by passing these costs through to its customers or implementing offsetting cost reductions. Rural Health Care (“RHC”) Program GCI Holdings receives support from various Universal Service Fund ("USF") programs including the RHC Program.
GCI Holdings continues to monitor these impacts closely and, if costs continue to rise, GCI Holdings may be unable to recoup losses or offset diminished margins by passing these costs through to its customers or implementing offsetting cost reductions. Federal Universal Service Programs Legal Challenges to the Constitutionality of the FCC Universal Service Support Programs.
Other, net Other, net income increased $97 million for the year ended December 31, 2023, as compared to the same period in 2022. The increase was primarily due to a tax sharing receivable with Qurate Retail, Inc. (“Qurate Retail”).
Other, net Other, net income decreased $9 million for the year ended December 31, 2024, as compared to the same period in 2023. The change was primarily due to a tax sharing receivable with QVC Group, Inc., formerly Qurate Retail, Inc. (“QVC Group”).
Operating Results ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ 2023 2022 ​ ​ amounts in millions Revenue ​ GCI Holdings ​ $ 981 969 Corporate and other ​ — 6 Consolidated ​ $ 981 975 ​ ​ ​ ​ ​ ​ Operating Income (Loss) ​ GCI Holdings ​ $ 117 54 Corporate and other ​ (44) (93) Consolidated ​ $ 73 (39) ​ ​ ​ ​ ​ ​ Adjusted OIBDA ​ GCI Holdings ​ $ 361 358 Corporate and other ​ (24) (31) Consolidated ​ $ 337 327 ​ Revenue Revenue increased $6 million for the year ended December 31, 2023, as compared to the same period in 2022.
II-8 Table of Contents Operating Results ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ 2024 2023 ​ ​ amounts in millions Revenue ​ GCI Holdings ​ $ 1,016 981 Corporate and other ​ — — Consolidated ​ $ 1,016 981 ​ ​ ​ ​ ​ ​ Operating Income (Loss) ​ GCI Holdings ​ $ 144 117 Corporate and other ​ (52) (44) Consolidated ​ $ 92 73 ​ ​ ​ ​ ​ ​ Adjusted OIBDA ​ GCI Holdings ​ $ 362 361 Corporate and other ​ (35) (24) Consolidated ​ $ 327 337 ​ Revenue Revenue increased $35 million for the year ended December 31, 2024, as compared to the same period in 2023.
Our effective tax rate was higher than the federal tax rate of 21% in 2023 primarily due to the effect of state income taxes and certain non-deductible expenses. Our effective tax rate for the year ended December 31, 2022 was 18%.
Our effective tax rate was lower than the federal tax rate of 21% in 2024 primarily due to the effect of federal tax credits and certain non-taxable proceeds received in connection with the Merger Agreement, partially offset by state income taxes and certain non-deductible expenses. Our effective tax rate for the year ended December 31, 2023 was 23%.
The following table provides a reconciliation of Operating income (loss) to Adjusted OIBDA. ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2023 2022 ​ ​ amounts in millions Operating income (loss) ​ $ 73 (39) Depreciation and amortization ​ 230 262 Stock-based compensation ​ 34 37 Litigation settlement ​ ​ — ​ 67 Adjusted OIBDA ​ $ 337 327 Adjusted OIBDA improved $10 million in the year ended December 31, 2023, as compared to the same period in 2022.
The following table provides a reconciliation of Operating income (loss) to Adjusted OIBDA. ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2024 2023 ​ ​ amounts in millions Operating income (loss) ​ $ 92 73 Depreciation and amortization ​ 207 230 Stock-based compensation ​ 28 34 Adjusted OIBDA ​ $ 327 337 Adjusted OIBDA decreased $10 million in the year ended December 31, 2024, as compared to the same period in 2023, primarily due to decreased Corporate and other Adjusted OIBDA, which declined consistent with the decline in operating income (loss) as discussed above.
Depreciation and amortization decreased $32 million for the year ended December 31, 2023, as compared to the same period in 2022. The decrease was due to lower depreciation expense as certain assets became fully depreciated during 2022 as a result of acquisition accounting being applied in the Combination and certain assets being attributed shorter lives.
Depreciation and amortization decreased $23 million for the year ended December 31, 2024, as compared to the same period in 2023. The decrease was due to lower depreciation and amortization expense as certain fixed and intangible assets became fully depreciated and amortized during 2023.
The projected uses of our cash are the potential buyback of common stock under the approved share buyback program, net capital expenditures of approximately $200 million, approximately $210 million for interest payments on outstanding debt, approximately $15 million for preferred stock dividends, funding of any operational needs of our subsidiaries, to reimburse Liberty for amounts due under various agreements and to fund potential investment opportunities.
The projected uses of our cash and restricted cash are debt repayment, net capital expenditures of approximately $250 million, approximately $170 million for interest payments on outstanding debt, approximately $15 million for Liberty Broadband preferred stock dividends, transaction-related expenses, to reimburse Liberty for amounts due under various agreements and to fund potential investment opportunities at GCI.
Key Drivers of Revenue GCI Holdings earns revenue from the monthly fees customers pay for data, wireless, video, voice, and managed services.
Key Drivers of Revenue GCI Holdings earns revenue from the monthly fees customers pay for data, wireless, video, voice, and managed services, and from universal service subsidies from the Federal Communications Commission ("FCC"), and other federal and state II-3 Table of Contents agencies.
Charter recognized income tax expense of $1.6 billion for both the years ended December 31, 2023 and 2022. Gain (loss) on dilution of investment in equity affiliate The loss on dilution of investment in affiliate decreased by $3 million during the year ended December 31, 2023, as compared to the same period in 2022.
Gain (loss) on dilution of investment in equity affiliate The loss on dilution of investment in affiliate decreased by $28 million during the year ended December 31, 2024, as compared to the same period in 2023.
Business data revenue increased $32 million for the year ended December 31, 2023, as compared to the same period in 2022, primarily due to increased sales to health care and school customers due to service upgrades as well as new customer growth.
Business data revenue increased $42 million for the year ended December 31, 2024, as compared to the same period in 2023, primarily due to increased sales to health care and education customers due to service upgrades. These increases were partially offset by decreases in business data subscribers.
Unfavorable economic conditions, such as a recession or economic slowdown in the U.S., or inflation in the markets in which GCI operates, could negatively affect the affordability of and demand for GCI’s products and services and its cost of doing business. The Alaska economy is dependent upon the oil industry, state and federal spending, investment earnings and tourism.
Unfavorable economic conditions, such as a recession or economic slowdown in the U.S., or inflation in the markets in which GCI operates, could negatively affect the affordability of and demand for GCI’s products and services and its cost of doing business. Increased costs to equipment, for example due to increased tariffs, could also impact GCI’s results.
Historically, GCI Holdings has seen declines in video and voice subscribers and revenue and expects a continued decrease as customers make decisions to move to alternative services.
Historically, GCI Holdings has seen declines in video and voice subscribers and revenue and expects a continued decrease as customers make decisions to move to alternative services. During the fourth quarter of 2024, it was announced that GCI Holdings plans to exit the video business in 2025, subject to regulatory approvals.
As of December 31, 2023, the Company had net accounts receivable from the RHC Program in the amount of approximately $74 million, which is included within Trade and other receivables in the consolidated balance sheets. FCC Rate Reduction.
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. The rates that GCI and other carriers can charge for service provided under the RHC Telecommunications Program are highly regulated by the FCC.
See “Results of Operations – GCI Holdings, LLC” below for a more complete discussion of the results of operations of GCI Holdings. II-7 Table of Contents Operating loss for Corporate and other improved $49 million for the year ended December 31, 2023, as compared to the same period in 2022.
The change in revenue was due to fluctuations in revenue from GCI Holdings. See “Results of Operations – GCI Holdings, LLC” below for a more complete discussion of the results of operations of GCI Holdings. Operating Income (Loss) Consolidated operating income increased $19 million for the year ended December 31, 2024, as compared to the same period in 2023.
We define Adjusted OIBDA as operating income (loss) plus depreciation and amortization, stock-based compensation, separately reported litigation settlements, restructuring, and impairment charges. Our chief operating decision maker and management team use this measure of performance in conjunction with other measures to evaluate our businesses and make decisions about allocating resources among our businesses.
Our chief operating decision maker and management team use this measure of performance in conjunction with other measures to evaluate our businesses and make decisions about allocating resources among our businesses.
The USF programs are subject to change by regulatory actions taken by the Federal Communications Commission ("FCC"), interpretations of or compliance with USF program rules, or legislative actions.
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.
Selling, general and administrative expenses increased $14 million for the year ended December 31, 2023, as compared to the same period in 2022. The increase was primarily due to increases in labor related costs, software contracts, bad debt and property taxes.
Selling, general and administrative expenses increased $22 million for the year ended December 31, 2024, as compared to the same period in 2023. The increase was primarily due to increases in labor related costs primarily from increased average salaries and increased headcount, and to a lesser extent, software subscription costs, partially offset by a decrease in lease expense.
During the years ended December 31, 2023 and 2022, net cash flows used in investing activities were primarily related to capital expenditures of $222 million and $181 million, respectively, and purchases of equity securities during 2023.
Pursuant to this agreement, the Company expects the Charter Repurchases to be a significant source of liquidity in future periods. During the years ended December 31, 2024 and 2023, net cash flows used in investing activities were primarily related to capital expenditures, net of grant proceeds of $193 million and $216 million, respectively, and purchases of equity securities during 2023.
Revenue for Corporate and other decreased for the year ended December 31, 2023, as compared to the same period in 2022, due to the sale of Skyhook.
Business wireless revenue decreased $3 million for the year ended December 31, 2024, as compared to the same period in 2023, primarily due to changes in the number of subscribers. Business other revenue decreased $5 million for the year ended December 31, 2024, as compared to the same period in 2023.
The income approach relies on management’s assumptions such as projected revenue, market penetration, expenses, capital expenditures, customer trends, and a discount rate applied to the estimated after tax cash flows. The Company performs an annual assessment of the recoverability of its goodwill during the fourth quarter, or more frequently, if events and circumstances indicate impairment may have occurred.
II-16 Table of Contents The income approach relies on management’s assumptions such as projected revenue, market penetration, expenses, capital expenditures, customer trends, and a discount rate applied to the estimated after tax cash flows.
Charter’s principal competitors for video services are virtual multichannel video programming distributors such as Hulu Live, YouTube TV, Sling TV, Philo and DirecTV Stream, as well as direct broadcast satellite service providers. Charter’s principal competitors for Internet services are the broadband services provided by companies, including fiber-to-the-home, fixed wireless broadband, Internet delivered via satellite and digital subscriber line services.
With respect to its residential business, Charter competes with other providers of video, Internet access, telephone and mobile services, and other sources of home entertainment. Charter’s principal competitors for video services are virtual multichannel video programming distributors such as YouTube TV, Hulu Live, Sling TV, Philo and DirecTV Stream, as well as direct broadcast satellite service providers.
A growing number of commercial areas, such as retail malls, restaurants and airports, offer WiFi Internet service. Numerous local governments are also considering or actively pursuing publicly subsidized WiFi Internet access networks. In addition, providers are constructing open access networks that can deliver services from multiple underlying Internet service providers. These options offer alternatives to cable-based Internet access.
In addition, providers are constructing open access networks that can deliver services from multiple underlying Internet service providers. These options offer alternatives to cable-based Internet access.
The increase was primarily driven by an increase in the number of subscribers. Consumer wireless revenue was flat for the year ended December 31, 2023, as compared to the same period in 2022.
The increase was primarily driven by subscribers’ selection of plans with higher recurring monthly charges. Consumer wireless revenue decreased $2 million for the year ended December 31, 2024, as compared to the same period in 2023. The decrease was driven by a decrease in the number of handset sales and a decrease in prepaid data plans.
Liquidity and Capital Resources As of December 31, 2023, substantially all of our cash and cash equivalents are invested in U.S. Treasury securities, other government securities or government guaranteed funds, AAA rated money market funds and other highly rated financial and corporate debt instruments.
Treasury securities, other government securities or government guaranteed funds, AAA rated money market funds and other highly rated financial and corporate debt instruments.
Charter’s mobile line and Internet customer additions were supported by its Spectrum One offering, which brings together Spectrum Internet, Advanced WiFi and Unlimited Spectrum Mobile to offer consumers fast, reliable and secure online connections on their favorite devices at home and on-the-go in a high-value package, and were further supported by growth in Charter’s legacy and new subsidized rural markets.
The Internet and mobile product bundles, including Spectrum One, provide a differentiated connectivity experience by bringing together Spectrum Internet, Advanced WiFi and Unlimited Spectrum II-7 Table of Contents Mobile to offer consumers fast, reliable and secure online connections on their favorite devices at home and on the go in high-value packages.
Operating Income (Loss) Consolidated operating income increased $112 million for the year ended December 31, 2023, as compared to the same period in 2022. Operating income increased $63 million at GCI Holdings for the year ended December 31, 2023, as compared to the same period in 2022.
Operating loss for Corporate and other increased $8 million for the year ended December 31, 2024, as compared to the same period in 2023, due to increased professional service fees related to the Transactions.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeWe could achieve this mix by (i) issuing fixed rate debt that we believe has a low stated interest rate and significant term to maturity, (ii) issuing variable rate debt with appropriate maturities and interest rates and (iii) entering into interest rate swap arrangements when we deem appropriate.
Biggest changeWe could achieve this mix by (i) issuing fixed rate debt that we believe has a low stated interest rate and significant term to maturity, and (ii) issuing variable rate debt with appropriate maturities and interest rates.
Our investment in Charter is subject to market risk that is not directly reflected in our financial statements.
Our investment in Charter is also subject to market risk that is not directly reflected in our financial statements.
As of December 31, 2023, our debt is comprised of the following amounts: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Variable rate debt ​ ​ Fixed rate debt ​ ​ Principal ​ Weighted avg ​ ​ Principal ​ Weighted avg ​ ​ amount ​ interest rate ​ ​ amount ​ interest rate ​ ​ dollar amounts in millions GCI Holdings ​ $ 399 ​ 7.3 % ​ $ 600 ​ 4.8 % Corporate and other ​ $ 1,460 ​ 7.2 % ​ $ 1,265 ​ 3.1 % Our investment in Charter (our equity method affiliate) is publicly traded and not reflected at fair value in our balance sheet.
As of December 31, 2024, our debt is comprised of the following amounts: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Variable rate debt ​ ​ Fixed rate debt ​ ​ Principal ​ Weighted avg ​ ​ Principal ​ Weighted avg ​ ​ amount ​ interest rate ​ ​ amount ​ interest rate ​ ​ dollar amounts in millions GCI Holdings ​ $ 451 ​ 6.3 % ​ $ 600 ​ 4.8 % Corporate and other ​ $ 790 ​ 6.2 % ​ $ 1,825 ​ 3.1 % Our investment in Charter (our equity method affiliate) is publicly traded and not reflected at fair value in our balance sheet.

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