GCI Divestiture and Merger - Liberty Broadband completed the GCI Divestiture on July 14, 2025, distributing 0.20 shares of GCI Liberty's common stock for each share of Liberty Broadband common stock held[156]. - Following the GCI Divestiture, Liberty Broadband's primary asset is an equity method investment in Charter, controlling 25.01% of Charter's voting power[145][146]. - The Merger Agreement with Charter was approved on February 26, 2025, which includes the combination of Liberty Broadband with Charter and the divestiture of GCI[147][149]. - The GCI Divestiture is expected to be taxable to Liberty Broadband and its stockholders, with potential corporate tax liabilities exceeding $420 million[150]. - Liberty Broadband's management anticipates that the GCI Divestiture will be presented as a discontinued operation from the divestiture date[159]. GCI Holdings Performance - GCI Holdings operates primarily in Alaska, and its business is significantly affected by local economic conditions, including oil prices and inflation[160][161]. - GCI Holdings has faced inflationary pressures on materials and labor costs, impacting its ability to maintain margins[162]. - GCI Holdings reported a revenue increase of $15 million (6.1%) for Q2 2025 compared to Q2 2024, totaling $261 million, and a $36 million (7.3%) increase for the first half of 2025, totaling $527 million[175]. - Consolidated operating income rose by $20 million (95.2%) for Q2 2025, reaching $41 million, and increased by $35 million (71.4%) for the first half of 2025, totaling $84 million[176]. - Adjusted OIBDA increased by $19 million (23.8%) for Q2 2025, totaling $99 million, and by $33 million (20.0%) for the first half of 2025, totaling $198 million[180]. - Adjusted OIBDA for GCI Holdings increased to $108 million for the three months ended June 30, 2025, compared to $86 million for the same period in 2024, marking a year-over-year increase of 25.6%[213]. - Operating income for the six months ended June 30, 2025, was $107 million, up from $67 million in the same period of 2024, indicating a growth of 59.7%[213]. Charter Performance - Charter added 500,000 mobile lines in Q2 2025, with improved Internet and video losses compared to the prior year[169]. - Charter's revenue increased by $81 million (0.6%) for Q2 2025, totaling $13.766 billion, and by $137 million (0.5%) for the first half of 2025, totaling $27.501 billion[187]. - Operating income for Charter increased by $16 million (0.5%) for Q2 2025, reaching $3.279 billion, and by $122 million (1.9%) for the first half of 2025, totaling $6.516 billion[190]. - The share of earnings from affiliates increased by $48 million (16.2%) for Q2 2025, totaling $345 million, and by $86 million (14.9%) for the first half of 2025, totaling $663 million[184]. - Interest expense decreased by $12 million (23.1%) for Q2 2025, totaling $40 million, and by $23 million (22.3%) for the first half of 2025, totaling $80 million[183]. - Charter activated approximately 123,000 subsidized rural passings in Q2 2025 and 212,000 in the first half of 2025, with a total investment of $545 million and $1.0 billion respectively in rural construction initiatives[172]. Tax and Regulatory Matters - The U.S. Supreme Court upheld the constitutionality of the Universal Service Fund (USF) contribution factor on June 27, 2025, following legal challenges[165]. - The One Big Beautiful Bill Act (OBBBA) was enacted on July 4, 2025, with expected deferral of cash taxes to future years, though no material impact on income tax expense is anticipated[154]. - The effective income tax rate for the three months ended June 30, 2025, was 7%, significantly lower than the 23% rate for the same period in 2024[195]. Cash Flow and Financial Position - Cash flow from operating activities for the six months ended June 30, 2025, was $169 million, compared to $79 million for the same period in 2024, reflecting a substantial increase[203]. - The company had a cash and cash equivalents balance of $180 million as of June 30, 2025[202]. Revenue Streams - Consumer wireless revenue increased by $4 million and $7 million for the three and six months ended June 30, 2025, respectively, driven by an increase in wireless subscribers[215]. - Business data revenue rose by $16 million and $36 million for the three and six months ended June 30, 2025, respectively, primarily due to service upgrades with existing customers[217]. - The company expects to exit the video business by the end of 2025 after receiving regulatory approval to discontinue video services[216]. Stock-Based Compensation and Expenses - Stock-based compensation expense decreased by $1 million (14.3%) for Q2 2025, totaling $6 million, and by $5 million (35.7%) for the first half of 2025, totaling $9 million[178]. - Stock-based compensation remained relatively flat for both the three and six months ended June 30, 2025, compared to the prior year periods[222]. - Depreciation and amortization increased by $3 million for the three and six months ended June 30, 2025, due to a general increase in assets placed in service after March 31, 2024[222]. Market Risks - The company is exposed to market risk from adverse changes in stock prices and interest rates, which could impact fair values, cash flows, and future earnings[223]. - Interest rate exposure arises from borrowing and investment activities, with a strategy to maintain a mix of fixed and variable rate debt to mitigate risk[224]. - As of June 30, 2025, variable rate debt amounts to $1,488 million with a weighted average interest rate of 6.2%, while fixed rate debt totals $600 million with a weighted average interest rate of 4.8%[225]. - Corporate and other variable rate debt is $1,115 million at a weighted average interest rate of 6.2%, and fixed rate debt is $965 million at a weighted average interest rate of 3.1%[225]. - The investment in Charter, an equity method affiliate, is publicly traded and subject to market risk not reflected in the financial statements[225].

[First Quarter 2025 Highlights](index=1&type=section&id=First%20Quarter%202025%20Highlights) This section summarizes key corporate developments and GCI's strong financial performance in the first quarter of 2025 [Corporate Updates](index=1&type=section&id=Corporate%20Updates) Liberty Broadband is undergoing acquisition by Charter, repurchasing shares, redeeming debentures, and planning a GCI spin-off - Liberty Broadband entered into a definitive agreement to be acquired by Charter on November 12, 2024. Holders of Liberty Broadband common stock will receive **0.236 of a share of Charter common stock per share**[2](index=2&type=chunk) - Charter will repurchase **$100 million of its Class A common stock** from Liberty Broadband monthly until the completion of the proposed combination, subject to conditions[3](index=3&type=chunk) - Liberty Broadband issued a redemption notice for **$860 million principal amount of its 3.125% exchangeable senior debentures due 2054**, with cash settlement expected by May 2025[4](index=4&type=chunk) - Liberty Broadband is on track to complete the spin-off of its GCI business in the summer of 2025[4](index=4&type=chunk) [GCI Business Performance Highlights](index=1&type=section&id=GCI%20Business%20Performance%20Highlights) GCI, Liberty Broadband's principal operating asset, reported strong first-quarter 2025 results with significant growth across key financial metrics GCI Q1 2025 Performance Highlights | Metric | 1Q25 (millions) | % Change YoY | | :--------------- | :-------------- | :----------- | | Revenue | $266 | 9% | | Operating Income | $56 | - | | Adjusted OIBDA | $111 | 23% | [Balance Sheet Analysis](index=2&type=section&id=Balance%20Sheet%20Analysis) This section analyzes Liberty Broadband's cash, public holdings, and debt structure, highlighting changes and refinancing activities [Cash and Public Holdings](index=2&type=section&id=Cash%20and%20Public%20Holdings) Liberty Broadband's consolidated cash and restricted cash significantly increased in Q1 2025, primarily due to proceeds from Charter share sales. The fair value of its investment in Charter also saw an increase Cash and Public Holdings (amounts in millions) | Item | 12/31/2024 | 3/31/2025 | | :---------------------------------------------------------------- | :--------- | :-------- | | Total Liberty Broadband Consolidated Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | $229 | $565 | | Fair Value of Public Holdings in Charter | $15,524 | $16,386 | - Liberty Broadband's cash and restricted cash increased by **$336 million** in the first quarter, primarily from Charter share sales proceeds. GCI's cash increased by **$74 million** due to cash from operations exceeding capital expenditures[8](index=8&type=chunk) - From February 1, 2025, through April 30, 2025, Liberty Broadband sold **830 thousand Charter Class A common stock shares** to Charter for **$300 million**, intended for debt service[5](index=5&type=chunk) [Debt Structure and Refinancing](index=2&type=section&id=Debt%20Structure%20and%20Refinancing) Liberty Broadband's debt increased due to GCI's credit facility refinancing and the redemption of exchangeable debentures Total Debt (amounts in millions) | Item | 12/31/2024 | 3/31/2025 | | :------------------------ | :--------- | :-------- | | Total Liberty Broadband Debt | $3,742 | $3,748 | | Total Liberty Broadband Debt (GAAP) | $3,756 | $3,813 | - Liberty Broadband's debt increased modestly in the first quarter due to net borrowing related to GCI's senior credit facility refinancing[9](index=9&type=chunk) - In March 2025, GCI refinanced its existing **$550 million revolving credit facility** (due Oct 2026) with a new **$450 million facility** maturing in March 2030, and its **$250 million Term Loan A** (due Oct 2027) with a new **$300 million Term Loan A** maturing in March 2031[9](index=9&type=chunk) - Liberty Broadband issued a redemption notice for all of its **3.125% exchangeable senior debentures due 2054** for cash, with redemptions occurring in April 2025 or exchanges settled in May 2025[10](index=10&type=chunk) [GCI Operating and Financial Results](index=4&type=section&id=GCI%20Operating%20and%20Financial%20Results) This section details GCI's consolidated, consumer, and business segment performance, along with operating expenses and capital expenditures [GCI Consolidated Performance](index=4&type=section&id=GCI%20Consolidated%20Performance) GCI demonstrated strong consolidated financial performance in Q1 2025, with significant year-over-year growth in revenue, operating income, and Adjusted OIBDA, alongside improved margins GCI Consolidated Financial Metrics (amounts in millions) | Metric | 1Q24 | 1Q25 | % Change | | :---------------------- | :---- | :---- | :------- | | Total revenue | $245 | $266 | 9 % | | Operating income | $37 | $56 | 51 % | | Operating income margin (%) | 15.1% | 21.1% | 600 bps | | Adjusted OIBDA | $90 | $111 | 23 % | | Adjusted OIBDA margin (%) | 36.7% | 41.7% | 500 bps | [GCI Consumer Segment](index=4&type=section&id=GCI%20Consumer%20Segment) GCI's Consumer segment experienced revenue growth, primarily driven by wireless services, including subsidies for high-cost areas. Data subscribers saw a slight decrease, while wireless lines in service increased GCI Consumer Financial Metrics (amounts in millions) | Revenue Type | 1Q24 | 1Q25 | % Change | | :----------- | :--- | :--- | :------- | | Data | $60 | $61 | 2 % | | Wireless | $47 | $50 | 6 % | | Other | $10 | $10 | — % | | Total revenue | $117 | $121 | 3 % | GCI Consumer Operating Metrics | Metric | 1Q24 | 1Q25 | % Change | | :------------------ | :-------- | :-------- | :------- | | Cable modem subscribers | 159,800 | 155,800 | (3)% | | Wireless lines in service | 199,000 | 202,300 | 2 % | - Consumer revenue increased **3%**, primarily driven by growth in rural wireless, including subsidies that support high-cost areas[15](index=15&type=chunk) [GCI Business Segment](index=4&type=section&id=GCI%20Business%20Segment) GCI's Business segment demonstrated robust revenue growth, largely fueled by a strong upgrade cycle in schools and healthcare corporations in remote Alaska, particularly in data services GCI Business Financial Metrics (amounts in millions) | Revenue Type | 1Q24 | 1Q25 | % Change | | :----------- | :--- | :--- | :------- | | Data | $108 | $128 | 19 % | | Wireless | $12 | $10 | (17)% | | Other | $8 | $7 | (13)% | | Total revenue | $128 | $145 | 13 % | - Business revenue increased **13%**, driven by the continued strong upgrade cycle in schools and healthcare corporations in remote Alaska, which began in the third quarter of 2024[15](index=15&type=chunk) [Operating Expenses and Capital Expenditures](index=5&type=section&id=Operating%20Expenses%20and%20Capital%20Expenditures) GCI's operating income and Adjusted OIBDA rose due to revenue growth and expense management, with significant capital expenditures planned for network expansion - Operating income increased **$19 million** and Adjusted OIBDA increased **$21 million** in the first quarter, driven by higher revenue and decreased operating expenses, partially offset by increased selling, general and administrative expenses[16](index=16&type=chunk) - Operating expenses decreased primarily due to lower distribution costs for healthcare, education, and consumer customers, including temporary cost savings from a fiber break on a third-party network[16](index=16&type=chunk) - Selling, general and administrative expenses grew due to increases in labor-related and software subscription costs[16](index=16&type=chunk) - GCI spent **$49 million**, net, on capital expenditures in Q1, primarily for wireless and data network improvements in rural Alaska[17](index=17&type=chunk) - Net capital expenditures for the full year 2025 are expected to be approximately **$250 million**, focusing on middle and last-mile connectivity and network expansion in rural Alaska, including the Bethel and AU-Aleutians fiber projects, largely to fulfill Alaska Plan build-out requirements[17](index=17&type=chunk) [Liberty Broadband Consolidated Financial Metrics](index=6&type=section&id=Liberty%20Broadband%20Consolidated%20Financial%20Metrics) Liberty Broadband reported consolidated financial metrics for Q1 2025, showing an increase in total revenue, operating income, and Adjusted OIBDA compared to the prior year, primarily driven by the performance of GCI Holdings Liberty Broadband Consolidated Financial Metrics (amounts in millions) | Metric | 1Q24 | 1Q25 | | :------------------------- | :--- | :--- | | Total Liberty Broadband Revenue | $245 | $266 | | Total Liberty Broadband Operating Income | $28 | $43 | | Total Liberty Broadband Adjusted OIBDA | $85 | $99 | [Non-GAAP Financial Measures](index=7&type=section&id=Non-GAAP%20Financial%20Measures) This section defines Adjusted OIBDA and provides reconciliations for GCI Holdings and Liberty Broadband consolidated results [Definition and Rationale of Adjusted OIBDA](index=7&type=section&id=Definition%20and%20Rationale%20of%20Adjusted%20OIBDA) Adjusted OIBDA is a non-GAAP measure used to assess operational strength by adjusting operating income for non-cash and non-recurring items - Adjusted OIBDA is defined as operating income (loss) plus depreciation and amortization, stock-based compensation, separately reported litigation settlements, restructuring and impairment charges[21](index=21&type=chunk) - Adjusted OIBDA is considered an important indicator of operational strength and performance, identifying items not directly reflective of business performance or ongoing trends[22](index=22&type=chunk) - Adjusted OIBDA margin is defined as Adjusted OIBDA divided by revenue[21](index=21&type=chunk) [GCI Holdings Adjusted OIBDA Reconciliation](index=7&type=section&id=GCI%20Holdings%20Adjusted%20OIBDA%20Reconciliation) The reconciliation shows the calculation of GCI Holdings' Adjusted OIBDA from its operating income for the first quarters of 2024 and 2025, highlighting the impact of depreciation, amortization, and stock-based compensation GCI Holdings Adjusted OIBDA Reconciliation (amounts in millions) | Metric | 1Q24 | 1Q25 | | :-------------------------- | :--- | :--- | | GCI Holdings Operating Income | $37 | $56 | | Depreciation and amortization | $50 | $53 | | Stock-based compensation | $3 | $2 | | GCI Holdings Adjusted OIBDA | $90 | $111 | [Liberty Broadband Adjusted OIBDA Reconciliation](index=8&type=section&id=Liberty%20Broadband%20Adjusted%20OIBDA%20Reconciliation) This reconciliation details the calculation of Liberty Broadband's consolidated Adjusted OIBDA from its operating income for the first quarters of 2024 and 2025, including adjustments for depreciation, amortization, and stock-based compensation Liberty Broadband Adjusted OIBDA Reconciliation (amounts in millions) | Metric | 1Q24 | 1Q25 | | :------------------------------ | :--- | :--- | | Liberty Broadband Operating Income | $28 | $43 | | Depreciation and amortization | $50 | $53 | | Stock-based compensation | $7 | $3 | | Liberty Broadband Adjusted OIBDA | $85 | $99 | [Condensed Consolidated Financial Statements](index=9&type=section&id=Condensed%20Consolidated%20Financial%20Statements) This section presents Liberty Broadband's condensed consolidated balance sheet, statement of operations, and statement of cash flows [Condensed Consolidated Balance Sheet](index=9&type=section&id=Condensed%20Consolidated%20Balance%20Sheet) The condensed consolidated balance sheet provides a snapshot of Liberty Broadband's financial position as of March 31, 2025, compared to December 31, 2024, showing changes in assets, liabilities, and equity Condensed Consolidated Balance Sheet (amounts in millions) | Item | March 31, 2025 | December 31, 2024 | | :---------------------------------------------------------------- | :------------- | :---------------- | | **Assets** | | | | Total current assets | $797 | $423 | | Investment in Charter, accounted for using the equity method | $13,060 | $13,057 | | Total assets | $16,995 | $16,687 | | **Liabilities and Equity** | | | | Total current liabilities | $573 | $200 | | Long-term debt, net | $3,443 | $3,753 | | Total liabilities | $6,928 | $6,879 | | Total equity | $10,067 | $9,808 | [Condensed Consolidated Statement of Operations](index=10&type=section&id=Condensed%20Consolidated%20Statement%20of%20Operations) The condensed consolidated statement of operations outlines Liberty Broadband's financial performance for the three months ended March 31, 2025, compared to the same period in 2024, detailing revenue, expenses, and net earnings Condensed Consolidated Statement of Operations (amounts in millions, except per share amounts) | Item | Three months ended March 31, 2025 | Three months ended March 31, 2024 | | :---------------------------------------------------------------- | :-------------------------------- | :-------------------------------- | | Revenue | $266 | $245 | | Operating income (loss) | $43 | $28 | | Share of earnings (losses) of affiliate | $318 | $280 | | Net earnings (loss) attributable to Liberty Broadband shareholders | $268 | $241 | | Basic net earnings (loss) per common share | $1.87 | $1.69 | | Diluted net earnings (loss) per common share | $1.87 | $1.69 | [Condensed Consolidated Statement of Cash Flows](index=11&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) The condensed consolidated statement of cash flows presents the cash inflows and outflows from operating, investing, and financing activities for the three months ended March 31, 2025, compared to the same period in 2024, showing a significant net increase in cash and cash equivalents Condensed Consolidated Statement of Cash Flows (amounts in millions) | Item | Three months ended March 31, 2025 | Three months ended March 31, 2024 | | :---------------------------------------------------------------- | :-------------------------------- | :-------------------------------- | | Net cash provided by (used in) operating activities | $78 | $52 | | Net cash provided by (used in) investing activities | $257 | $18 | | Net cash provided by (used in) financing activities | $1 | $(132) | | Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents | $336 | $(62) | | Cash, cash equivalents, restricted cash and restricted cash equivalents, end of period | $565 | $114 | [Important Notices and Forward-Looking Statements](index=6&type=section&id=Important%20Notices%20and%20Forward-Looking%20Statements) This section provides conference call access and a cautionary note on forward-looking statements, emphasizing inherent risks and no update obligation - Liberty Broadband's earnings conference call was scheduled for 11:15 a.m. (E.T.) on May 7, 2025, accessible via dialing (877) 407-3944 or (412) 902-0038, passcode 13749437, or via webcast on their investor relations website[19](index=19&type=chunk) - The press release contains forward-looking statements concerning business strategies, financial prospects, capital expenditures, matters related to the Charter investment and combination, GCI divestiture, and other non-historical facts[20](index=20&type=chunk) - These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially, including market acceptance, competitive issues, regulatory matters, access to capital, changes in law, investment opportunities, and general market conditions[20](index=20&type=chunk) - Liberty Broadband expressly disclaims any obligation to disseminate updates or revisions to any forward-looking statement[20](index=20&type=chunk)

Acquisition and Divestiture - Liberty Broadband entered into a definitive agreement for Charter to acquire Liberty Broadband, with the transaction expected to close on June 30, 2027, subject to customary closing conditions[134][136]. - The GCI Divestiture is expected to be taxable to Liberty Broadband and its stockholders, with potential corporate level tax liability exceeding $420 million[137]. Financial Performance - Consolidated revenue increased by $21 million to $266 million for the three months ended March 31, 2025, compared to $245 million in the prior year[152][153]. - Operating income rose by $15 million to $43 million for the same period, with GCI Holdings contributing an increase of $19 million[152][154]. - Adjusted OIBDA increased by $14 million to $99 million, driven by improved performance at GCI Holdings[158][167]. - Net income for the three months ended March 31, 2025, was $268 million, up from $241 million in the prior year[176]. - Cash flow from operating activities increased to $78 million, compared to $52 million in the prior year, primarily due to higher operating income[180]. - Interest expense decreased by $11 million to $40 million, attributed to lower outstanding amounts on the Margin Loan Facility and reduced interest rates[161]. - Share of earnings from affiliates increased by $38 million to $318 million, reflecting improved net income at Charter[162]. - Operating expenses, excluding stock-based compensation, decreased by $49 million to $8,095 million, driven by lower programming costs[166]. - The loss on dilution of investment in affiliates decreased by $10 million, primarily due to gains from Charter's repurchase of Liberty Broadband shares[170]. - As of March 31, 2025, Liberty Broadband had a cash and cash equivalents balance of $226 million[180]. - Net cash flows from investing activities for the three months ended March 31, 2025, were $300 million, compared to $81 million in 2024[182]. - Capital expenditures for the three months ended March 31, 2025, were approximately $49 million, slightly up from $46 million in 2024[183]. - Projected cash uses for 2025 include approximately $200 million for net capital expenditures and $115 million for interest payments on outstanding debt[184]. GCI Holdings Performance - GCI Holdings' business growth is heavily dependent on economic conditions in Alaska, which are currently facing recessionary pressures due to volatility in oil prices and inflation[139][140]. - GCI Holdings has experienced inflation-sensitive cost pressures in 2024 and 2025, impacting materials, labor, and other critical business items[141]. - The U.S. Court of Appeals for the Fifth Circuit ruled the FCC's Universal Service Fund (USF) program unconstitutional, which could disrupt GCI Holdings' USF support and negatively affect revenue[142]. - GCI Holdings' customers may face challenges in obtaining credit, potentially leading to increased accounts receivable and bad debt expense if economic conditions worsen[140]. - Total revenue for GCI Holdings for the three months ended March 31, 2025, was $266 million, an increase of 8.6% from $245 million in 2024[188]. - Consumer data revenue increased by $1 million to $61 million, while consumer wireless revenue rose by $3 million to $50 million for the same period[189]. - Business data revenue increased by $20 million to $128 million, driven by service upgrades with existing healthcare and education customers[192]. - Operating income for the three months ended March 31, 2025, was $56 million, up from $37 million in 2024[188]. - GCI Holdings' cable modem subscribers decreased to 155,800 from 159,800, while wireless lines in service increased to 202,300 from 199,000[187]. - As of March 31, 2025, GCI Holdings had $458 million in variable rate debt with a weighted average interest rate of 6.2% and $600 million in fixed rate debt with a weighted average interest rate of 4.8%[200]. - GCI Holdings plans to exit the video business in 2025, subject to regulatory approvals[191]. Charter's Strategic Initiatives - Charter added 514,000 mobile lines in Q1 2025, with improved Internet and video losses compared to the prior year, driven by a new pricing and packaging strategy launched in September 2024[146]. - Charter spent $468 million on its subsidized rural construction initiative in Q1 2025, activating approximately 89,000 subsidized rural passings[149]. - Charter is upgrading its network to deliver symmetrical and multi-gigabit speeds, launching 2x1 Gbps service in two markets in January 2025, with plans for further launches[149]. - Charter's new brand platform, Life Unlimited, emphasizes advanced network capabilities and offers lower promotional pricing to enhance customer value[146].

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 31, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GCI Liberty, Inc. (Exact name of registrant as specified in its Charter) Nevada (State or other jurisdiction of incorporation or organization) 4841 (Primary Standard Industrial Classification Code Number) 36-5128842 (I.R.S. Employer Identification No.) 12300 Liber ...

[Executive Summary & Corporate Updates](index=1&type=section&id=Executive%20Summary%20%26%20Corporate%20Updates) Liberty Broadband reported Q4 and full-year 2024 results, detailing the ongoing merger with Charter, the planned GCI spin-off, and share repurchase activities [Corporate Headlines](index=1&type=section&id=Corporate%20Headlines) Liberty Broadband reported its Q4 and full-year 2024 results, highlighting the ongoing merger with Charter and the planned spin-off of GCI, with the Charter transaction receiving shareholder approval and expected to generate significant value - The merger with Charter is progressing well, with **requisite shareholder approval obtained**. The company is actively working towards spinning off GCI in **2025**[2](index=2&type=chunk) - The transaction is expected to generate **significant value for shareholders**, with strong support for Charter and its management team[2](index=2&type=chunk) [Merger and Spin-off Updates](index=1&type=section&id=Merger%20and%20Spin-off%20Updates) Liberty Broadband entered a definitive agreement to be acquired by Charter on November 12, 2024, with shareholder approval on February 26, 2025, and the transaction is anticipated to close by June 30, 2027, following the expected spin-off of the GCI business in summer 2025, while Charter will repurchase $100 million of its Class A common stock monthly from Liberty Broadband until the merger completion - Liberty Broadband entered a definitive agreement to be acquired by Charter on **November 12, 2024**. Shareholders approved the transaction on **February 26, 2025**[3](index=3&type=chunk)[4](index=4&type=chunk) - The transaction is expected to close on **June 30, 2027**, contingent on the GCI spin-off and other conditions[4](index=4&type=chunk)[6](index=6&type=chunk) - Liberty Broadband expects to spin off its GCI business in the **summer of 2025**[4](index=4&type=chunk) - Charter will repurchase **$100 million** of its Class A common stock from Liberty Broadband monthly until the proposed combination is complete, subject to certain adjustments[4](index=4&type=chunk) Charter Investment and Share Sales | Metric | Value | | :-------------------------------- | :------------------- | | Fair value of Charter investment (Dec 31, 2024) | $15.5 billion | | Proceeds from Charter share sales (Nov 1, 2024 - Jan 31, 2025) | $205 million | | Number of Charter shares sold | 541 thousand | [Share Repurchases](index=2&type=section&id=Share%20Repurchases) Liberty Broadband did not repurchase its common stock between November 1, 2024, and January 31, 2025, with the remaining repurchase authorization at approximately $1.7 billion, but repurchases are currently restricted by the merger agreement with Charter - No repurchases of Liberty Broadband's common stock occurred from **November 1, 2024, through January 31, 2025**[7](index=7&type=chunk) - Remaining repurchase authorization as of January 31, 2025, is approximately **$1.7 billion**[7](index=7&type=chunk) - Repurchases of Liberty Broadband's common stock are restricted by the merger agreement with Charter[7](index=7&type=chunk) [Balance Sheet Overview](index=3&type=section&id=Balance%20Sheet%20Overview) Liberty Broadband's balance sheet shows increased cash and public holdings, alongside a slight rise in total debt, maintaining stable leverage [Cash and Public Holdings](index=3&type=section&id=Cash%20and%20Public%20Holdings) Liberty Broadband's consolidated cash, cash equivalents, restricted cash, and restricted cash equivalents increased to $229 million as of December 31, 2024, primarily due to proceeds from Charter share sales, while the fair value of public holdings in Charter also increased to $15.524 billion Cash and Public Holdings (Amounts in millions) | Metric | 9/30/2024 | 12/31/2024 | | :----------------------------------------------------------------- | :-------- | :--------- | | Total Liberty Broadband Consolidated Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | $174 | $229 | | Fair Value of Public Holdings in Charter | $14,769 | $15,524 | - Liberty Broadband's cash and restricted cash increased by **$55 million** in Q4, primarily from Charter share sales. GCI's cash and restricted cash increased by **$22 million** due to net debt borrowing and cash from operations, partially offset by capital expenditures[10](index=10&type=chunk) [Debt Structure](index=3&type=section&id=Debt%20Structure) Total Liberty Broadband debt increased slightly to $3,742 million as of December 31, 2024, mainly due to additional borrowing under the GCI senior credit facility, with GCI's leverage remaining stable at 3.1x and significant undrawn capacity available under both the Charter margin loan and GCI's credit facility Debt Structure (Amounts in millions) | Debt Category | 9/30/2024 | 12/31/2024 | | :------------------------------------------ | :-------- | :--------- | | Total GCI Holdings Debt | $1,110 | $1,127 | | Total Corporate Level Debt | $2,615 | $2,615 | | Total Liberty Broadband Debt | $3,725 | $3,742 | | Total Liberty Broadband Debt (GAAP) | $3,712 | $3,756 | - Liberty Broadband debt increased by **$17 million** in the fourth quarter, primarily due to additional borrowing under the GCI senior credit facility[11](index=11&type=chunk) - GCI's leverage, as defined in its credit agreement, remained at **3.1x**[9](index=9&type=chunk)[11](index=11&type=chunk) - Available capacity under the Charter margin loan is **$1,150 million**, and GCI's credit facility has **$342 million** of undrawn capacity (net of letters of credit)[11](index=11&type=chunk) [GCI Operating and Financial Performance](index=4&type=section&id=GCI%20Operating%20and%20Financial%20Performance) GCI reported revenue growth driven by its Business segment, with increased operating income but flat Adjusted OIBDA for the full year [GCI Consolidated Financial Metrics](index=4&type=section&id=GCI%20Consolidated%20Financial%20Metrics) GCI's total revenue grew 5% in Q4 2024 and 4% for the full year 2024, reaching $1,016 million, while operating income saw significant increases, up 35% in Q4 and 23% for the full year, and Adjusted OIBDA decreased 4% in Q4 but remained flat for the full year GCI Consolidated Financial Metrics (Amounts in millions) | Metric | 4Q23 | 4Q24 | % Change (4Q) | 2023 | 2024 | % Change (FY) | | :------------------------ | :--- | :--- | :------------ | :--- | :--- | :------------ | | Revenue | $250 | $263 | 5 % | $981 | $1,016 | 4 % | | Operating income | $26 | $35 | 35 % | $117 | $144 | 23 % | | Operating income margin (%) | 10.4% | 13.3% | 290 bps | 11.9% | 14.2% | 230 bps | | Adjusted OIBDA | $90 | $86 | (4)% | $361 | $362 | - % | | Adjusted OIBDA margin (%) | 36.0% | 32.7% | (330)bps | 36.8% | 35.6% | (120)bps | [GCI Consumer Segment Performance](index=4&type=section&id=GCI%20Consumer%20Segment%20Performance) GCI Consumer revenue remained flat in both Q4 and full-year 2024, with data revenue seeing slight growth while wireless revenue experienced minor declines, and cable modem subscribers decreased by 3% year-over-year, while wireless lines in service increased by 1% GCI Consumer Financial Metrics (Amounts in millions) | Metric | 4Q23 | 4Q24 | % Change (4Q) | 2023 | 2024 | % Change (FY) | | :---------------- | :--- | :--- | :------------ | :--- | :--- | :------------ | | Total revenue | $119 | $119 | - % | $468 | $469 | - % | | Data revenue | $58 | $59 | 2 % | $233 | $238 | 2 % | | Wireless revenue | $51 | $50 | (2)% | $193 | $191 | (1)% | GCI Consumer Operating Metrics | Metric | 2023 | 2024 | % Change (FY) | | :-------------------- | :----- | :----- | :------------ | | Cable modem subscribers | 159,700 | 155,700 | (3)% | | Wireless lines in service | 197,300 | 198,800 | 1 % | [GCI Business Segment Performance](index=4&type=section&id=GCI%20Business%20Segment%20Performance) GCI Business revenue increased significantly, up 10% in Q4 and 7% for the full year 2024, primarily driven by strong data revenue growth, while wireless and other revenue streams in this segment experienced declines GCI Business Financial Metrics (Amounts in millions) | Metric | 4Q23 | 4Q24 | % Change (4Q) | 2023 | 2024 | % Change (FY) | | :---------------- | :--- | :--- | :------------ | :--- | :--- | :------------ | | Total revenue | $131 | $144 | 10 % | $513 | $547 | 7 % | | Data revenue | $110 | $127 | 15 % | $427 | $469 | 10 % | | Wireless revenue | $12 | $11 | (8)% | $50 | $47 | (6)% | [GCI Operational Discussion & Capital Expenditures](index=5&type=section&id=GCI%20Operational%20Discussion%20%26%20Capital%20Expenditures) GCI's revenue growth was driven by the Business segment, particularly from upgrades in schools and healthcare in remote Alaska, with operating income increasing due to lower depreciation, while Adjusted OIBDA was flat for the full year, impacted by increased SG&A expenses, and capital expenditures in 2024 focused on network improvements in rural Alaska, with a significant increase projected for 2025 to fulfill Alaska Plan build-out requirements - GCI's full-year revenue grew **4% to $1.0 billion**, driven by a **7% increase in Business revenue**, particularly from a strong upgrade cycle in schools and healthcare corporations in remote Alaska[4](index=4&type=chunk)[16](index=16&type=chunk) - Operating income increased in Q4 and full year, primarily due to **lower depreciation expense** as certain assets became fully depreciated in 2023[17](index=17&type=chunk) - Adjusted OIBDA decreased **4% in Q4** and was **flat for the full year**, as the shift to higher-margin business data revenue was offset by increased selling, general and administrative expense due to increased salaries and headcount[17](index=17&type=chunk) GCI Capital Expenditures | Metric | 2024 | 2025 (Expected) | | :-------------------------------- | :--- | :-------------- | | Net Capital Expenditures | $193 million | ~$250 million | - Increased capital expenditures in 2025 are primarily related to additional investments in middle and last mile connectivity and network expansion in rural Alaska, including the Bethel and AU-Aleutians fiber projects, to fulfill Alaska Plan build-out requirements[18](index=18&type=chunk) [Liberty Broadband Consolidated Financial Metrics](index=6&type=section&id=Liberty%20Broadband%20Consolidated%20Financial%20Metrics) Liberty Broadband's total revenue for 2024 was $1,016 million, up from $981 million in 2023, with operating income increasing to $92 million in 2024 from $73 million in 2023, while Adjusted OIBDA slightly decreased to $327 million from $337 million Liberty Broadband Consolidated Financial Metrics (Amounts in millions) | Metric | 4Q23 | 4Q24 | 2023 | 2024 | | :------------------------------------ | :--- | :--- | :--- | :--- | | Total Liberty Broadband Revenue | $250 | $263 | $981 | $1,016 | | Total Liberty Broadband Operating Income (Loss) | $13 | $13 | $73 | $92 | | Total Liberty Broadband Adjusted OIBDA | $83 | $69 | $337 | $327 | [GAAP Financial Statements](index=9&type=section&id=GAAP%20Financial%20Statements) Liberty Broadband's GAAP financial statements show increased assets, equity, and net earnings, with improved cash flow from operations in 2024 [Balance Sheet Information (Detailed)](index=9&type=section&id=Balance%20Sheet%20Information%20(Detailed)) As of December 31, 2024, Liberty Broadband's total assets increased to $16,687 million from $15,641 million in 2023, primarily driven by an increase in the investment in Charter, while total liabilities also increased to $6,879 million, and total equity grew to $9,808 million Liberty Broadband Balance Sheet Highlights (Amounts in millions) | Metric | Dec 31, 2024 | Dec 31, 2023 | | :------------------------------------------------- | :----------- | :----------- | | Total assets | $16,687 | $15,641 | | Investment in Charter, accounted for using the equity method | $13,057 | $12,116 | | Total current assets | $423 | $430 | | Total liabilities | $6,879 | $6,618 | | Long-term debt, net | $3,753 | $3,733 | | Total equity | $9,808 | $9,023 | [Statement of Operations Information](index=10&type=section&id=Statement%20of%20Operations%20Information) For the year ended December 31, 2024, Liberty Broadband reported net earnings attributable to shareholders of $869 million, an increase from $688 million in 2023, with this improvement largely driven by a higher share of earnings from affiliates, despite increased interest expense and realized/unrealized losses on financial instruments Liberty Broadband Statement of Operations Highlights (Amounts in millions, except per share) | Metric | 2024 | 2023 | | :----------------------------------------------------------------- | :--- | :--- | | Revenue | $1,016 | $981 | | Operating income (loss) | $92 | $73 | | Share of earnings (losses) of affiliate | $1,323 | $1,155 | | Interest expense | $(194) | $(206) | | Net earnings (loss) attributable to Liberty Broadband shareholders | $869 | $688 | | Basic net earnings (loss) per common share | $6.08 | $4.71 | | Diluted net earnings (loss) per common share | $6.08 | $4.68 | [Statement of Cash Flows Information](index=11&type=section&id=Statement%20of%20Cash%20Flows%20Information) Liberty Broadband generated $104 million in net cash from operating activities in 2024, a significant increase from $16 million in 2023, with net cash provided by investing activities at $130 million, while net cash used in financing activities decreased to $181 million, and the company ended 2024 with $229 million in cash and equivalents Liberty Broadband Statement of Cash Flows Highlights (Amounts in millions) | Metric | 2024 | 2023 | | :------------------------------------------ | :--- | :--- | | 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) | | Cash received for Charter shares repurchased by Charter | $335 | $394 | | Capital expenditures | $(247) | $(222) | | Repurchases of Liberty Broadband common stock | $(89) | $(227) | | Cash, cash equivalents, restricted cash and restricted cash equivalents, end of period | $229 | $176 | [Non-GAAP Financial Measures](index=7&type=section&id=Non-GAAP%20Financial%20Measures) This section defines Adjusted OIBDA as a key non-GAAP metric and provides its reconciliation for both GCI Holdings and Liberty Broadband [Adjusted OIBDA Definition and Rationale](index=7&type=section&id=Adjusted%20OIBDA%20Definition%20and%20Rationale) Liberty Broadband uses Adjusted OIBDA, a non-GAAP financial measure, to provide additional insight into its financial results, defined as operating income (loss) plus depreciation and amortization, stock-based compensation, separately reported litigation settlements, restructuring, and impairment charges, and is considered an important indicator of operational strength and performance, allowing management to assess business performance and identify improvement strategies - Adjusted OIBDA is a non-GAAP financial measure defined as operating income (loss) plus depreciation and amortization, stock-based compensation, separately reported litigation settlements, restructuring, and impairment charges[24](index=24&type=chunk) - Adjusted OIBDA is used to identify items not directly reflective of business performance or ongoing trends, enabling management to view operating results, perform analytical comparisons, and identify strategies to improve performance[25](index=25&type=chunk) [GCI Holdings Adjusted OIBDA Reconciliation](index=7&type=section&id=GCI%20Holdings%20Adjusted%20OIBDA%20Reconciliation) GCI Holdings' Adjusted OIBDA for 2024 was $362 million, remaining flat compared to 2023, reconciled from an operating income of $144 million by adding back depreciation and amortization of $207 million and stock-based compensation of $11 million GCI Holdings Adjusted OIBDA Reconciliation (Amounts in millions) | Metric | 4Q23 | 4Q24 | 2023 | 2024 | | :-------------------------- | :--- | :--- | :--- | :--- | | GCI Holdings Operating Income | $26 | $35 | $117 | $144 | | Depreciation and amortization | $61 | $50 | $230 | $207 | | Stock-based compensation | $3 | $1 | $14 | $11 | | GCI Holdings Adjusted OIBDA | $90 | $86 | $361 | $362 | [Liberty Broadband Adjusted OIBDA Reconciliation](index=8&type=section&id=Liberty%20Broadband%20Adjusted%20OIBDA%20Reconciliation) Liberty Broadband's consolidated Adjusted OIBDA for 2024 was $327 million, a slight decrease from $337 million in 2023, derived from an operating income of $92 million, adjusted for depreciation and amortization of $207 million and stock-based compensation of $28 million Liberty Broadband Adjusted OIBDA Reconciliation (Amounts in millions) | Metric | 4Q23 | 4Q24 | 2023 | 2024 | | :-------------------------------- | :--- | :--- | :--- | :--- | | Liberty Broadband Operating Income (Loss) | $13 | $13 | $73 | $92 | | Depreciation and amortization | $61 | $50 | $230 | $207 | | Stock-based compensation | $9 | $6 | $34 | $28 | | Liberty Broadband Adjusted OIBDA (Loss) | $83 | $69 | $337 | $327 | [Important Notices and Disclosures](index=6&type=section&id=Important%20Notices%20and%20Disclosures) This section provides conference call details and important disclosures regarding forward-looking statements and associated risks and uncertainties [Conference Call Details](index=6&type=section&id=Conference%20Call%20Details) Liberty Broadband's earnings conference call was scheduled for 11:15 a.m. (E.T.) on February 27, 2025, with access details, including dial-in numbers and webcast information, provided for investors - Liberty Broadband's earnings conference call was scheduled for **11:15 a.m. (E.T.) on February 27, 2025**[21](index=21&type=chunk) - The call could be accessed by dialing **(877) 407-3944 or (412) 902-0038, passcode 13749591**, or via webcast at **https://www.libertybroadband.com/investors/news-events/ir-calendar**[21](index=21&type=chunk) [Forward-Looking Statements and Risks](index=6&type=section&id=Forward-Looking%20Statements%20and%20Risks) The press release contains forward-looking statements regarding business strategies, financial prospects, capital expenditures, the Charter combination, GCI divestiture, and stock repurchases, which are subject to various risks and uncertainties, including market acceptance, competition, regulatory matters, access to capital, and general market conditions, that could cause actual results to differ materially - The press release includes forward-looking statements concerning business strategies, market potential, future financial prospects, capital expenditures, matters related to Liberty Broadband's equity interest in Charter, Charter's stock buyback, Liberty Broadband's participation in the buyback, the continuation of the stock repurchase program, and expectations regarding the combination with Charter and divestiture of GCI[22](index=22&type=chunk) - These statements involve risks and uncertainties that could cause actual results to differ materially, including changes in market acceptance, competitive issues, regulatory matters, access to capital, changes in law, investment opportunities, general market conditions, and the satisfaction of conditions for the Charter combination[22](index=22&type=chunk) - Liberty Broadband disclaims any obligation to update or revise any forward-looking statement and advises readers to refer to publicly filed documents, including the most recent Form 10-K, for additional information on risks and uncertainties[22](index=22&type=chunk)[23](index=23&type=chunk)

Ownership and Control - Liberty Broadband controls 25.01% of the aggregate voting power of Charter Communications, Inc. [457] - As of 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 [467] Debt and Financial Obligations - As of November 12, 2024, Liberty Broadband had existing debt of $2.6 billion, which will be repaid or assumed by Charter prior to the closing of the Combination [463] - Total material cash requirements amount to $6,445 million, with $3,666 million in debt due, and $2,138 million for interest expense and preferred stock dividends [547] - As of December 31, 2024, GCI Holdings had $451 million in variable rate debt with a weighted average interest rate of 6.3% and $600 million in fixed rate debt with a weighted average interest rate of 4.8% [583] Combination and Divestiture - The Combination is expected to close on June 30, 2027, subject to the completion of the GCI Divestiture and other customary closing conditions [462] - Liberty Broadband will divest the GCI business prior to the closing of the Combination, which is expected to be taxable to Liberty Broadband and its stockholders [460] - The GCI Divestiture is expected to result in a net decrease of approximately 11.5 million shares of Charter Class A common stock outstanding [463] - Charter will issue approximately 34.0 million shares of Charter Class A common stock to holders of Liberty Broadband common stock at the closing of the Combination [463] GCI Holdings Performance - GCI Holdings reported a revenue increase of $35 million for the year ended December 31, 2024, reaching $1,016 million compared to $981 million in 2023 [508] - Operating income for GCI Holdings increased by $27 million to $144 million for the year ended December 31, 2024, compared to $117 million in 2023 [510] - Adjusted OIBDA for GCI Holdings was $362 million for the year ended December 31, 2024, slightly up from $361 million in 2023 [508] - GCI Holdings reported total revenue of $1,016 million for the year ended December 31, 2024, an increase from $981 million in 2023 [569] - Consumer data revenue increased by $5 million to $238 million in 2024, driven by higher recurring monthly charges [570] - Business data revenue increased by $42 million for the year ended December 31, 2024, driven by increased sales to health care and education customers [573] Compliance and Legal Matters - GCI Holdings recognized an estimated liability of $27 million related to RHC Program compliance issues, including a $15 million settlement expense recorded in 2022 [489] - The company entered into a final settlement agreement with the FCC and DOJ, resulting in a total cash payment of $41 million in 2023 [492] - GCI Holdings is unable to estimate potential losses related to ongoing compliance issues identified in the third quarter of 2022 [491] Charter Communications Performance - Charter lost 508,000 Internet customers in 2024, attributed to the end of the FCC's Affordable Connectivity Program and competitive pressures [500] - Charter added 2,117,000 mobile lines in 2024, benefiting from its pricing and packaging strategy [500] - Charter's revenue increased by $478 million to $55,085 million in 2024, primarily due to growth in mobile lines and average revenue per customer [522] - Charter's Adjusted OIBDA increased by $495 million to $22,442 million in 2024 compared to 2023 [524] Cash Flow and Financial Activities - Net cash provided by operating activities increased by $88 million to $104 million in 2024 compared to 2023, driven by timing differences in working capital accounts [538] - Net cash used in financing activities decreased by $209 million to $181 million in 2024 compared to 2023 [538] - Net cash flows used in financing activities included repurchase of approximately $1,415 million in exchangeable senior debentures and issuance of $1,265 million in 3.125% Debentures due 2053 [543] Taxation - The effective income tax rate decreased to 20% in 2024 from 23% in 2023, primarily due to federal tax credits and non-taxable proceeds [531][532] Operating Expenses and Other Financial Metrics - Operating expenses for GCI Holdings were $257 million in 2024, compared to $245 million in 2023 [569] - Selling, general and administrative expenses increased by $22 million for the year ended December 31, 2024, primarily due to increased labor-related costs [578] - Stock-based compensation decreased by $3 million for the year ended December 31, 2024, due to lower value of new awards granted [579] - Depreciation and amortization decreased by $23 million for the year ended December 31, 2024, as certain assets became fully depreciated [580] Future Plans - The company expects corporate cash and other available sources of liquidity to cover corporate expenses for the foreseeable future [544] - The company plans to exit the video business in 2025, subject to regulatory approvals [572][576]

Core Viewpoint - Kaskela Law LLC is investigating Liberty Broadband Corporation on behalf of its shareholders regarding the acquisition by Charter Communications and potential violations of securities laws [1][3]. Group 1: Acquisition Details - On November 13, 2024, Charter Communications announced an all-stock acquisition of Liberty Broadband, offering 0.236 shares of Charter common stock for each share of Liberty common stock held [2]. - Following the transaction's completion, Liberty Broadband's shareholders will be cashed out, and the company's shares will cease to be publicly traded [2]. Group 2: Investigation Focus - The investigation aims to determine if Liberty Broadband's officers and/or directors violated securities laws in agreeing to the sale to Charter [3]. - It will also assess whether the transaction undervalues Liberty Broadband's shares and if all material information regarding the transaction is adequately disclosed to investors [3].

Mergers and Acquisitions Overview - Marinus Pharmaceuticals has entered into a definitive agreement with Immedica Pharma AB for $0.55 per share, valuing the transaction at approximately $151 million, expected to close in Q1 2025 [1] - Singular Genomics Systems, Inc. will be acquired by an affiliate of Deerfield Management Company, L.P. in an all-cash transaction for $20.00 per share, resulting in Singular Genomics becoming a private company [2] - Liberty Broadband Corporation has a definitive agreement with Charter Communications, where Liberty Broadband shareholders will receive 0.236 Charter shares per share owned [2] - Vacasa, Inc. has a merger agreement with Casago in a cash deal worth $110.56 million, with Casago acquiring all outstanding shares of Vacasa for $5.02 per share, representing a 31.76% premium from the last close [3] Shareholder Engagement - Kuehn Law, PLLC is investigating potential claims related to the proposed mergers, focusing on whether the Boards acted to maximize shareholder value, failed to disclose material information, and conducted a fair process [1] - Shareholders are encouraged to get involved to safeguard their interests, with Kuehn Law covering all case costs and not charging investor clients [4]

Core Viewpoint - Charter Communications has agreed to acquire Liberty Broadband, a strategic move by John Malone, which is expected to enhance shareholder value and liquidity for both companies [1][8]. Group 1: Acquisition Details - Each holder of Liberty Broadband common stock will receive 0.236 shares of Charter common stock for each share of Liberty Broadband held [2]. - Holders of Liberty Broadband preferred stock will receive newly issued Charter preferred stock that mirrors the current terms of Liberty Broadband's preferred stock [3]. - Liberty Broadband's main assets include approximately 45.6 million common shares of Charter and its subsidiary GCI, which will be spun off to Liberty Broadband's stockholders before the acquisition closes [4]. Group 2: Financial Implications - The deal involves the repayment or assumption of Liberty Broadband's $2.6 billion debt (excluding GCI debt) and $180 million of preferred equity that will convert to Charter preferred equity [7]. - Charter expects to retire about 45.6 million shares currently owned by Liberty Broadband and issue approximately 34 million shares to Liberty Broadband common stockholders, resulting in a net decrease of about 11.5 million Charter shares outstanding [6]. Group 3: Tax Considerations - The GCI distribution is expected to be taxable, with Charter bearing the corporate tax liability upon completion of the acquisition, subject to a tax receivables agreement for any excess tax liability over $420 million [5]. Group 4: Strategic Outlook - Charter's CEO expressed gratitude for the partnership with Liberty Broadband and highlighted the potential for value creation under the leadership of Chris Winfrey [8]. - John Malone indicated that the deal would address Liberty Broadband's trading discount and enhance liquidity for shareholders, projecting a closing date in 2027 [8].

Financial Performance - Liberty Broadband reported a fair value of its investment in Charter at $14.8 billion as of September 30, 2024[1]. - GCI's revenue increased by 9% year-over-year to $262 million in Q3 2024, with operating income rising 40% to $42 million[10]. - Liberty Broadband's revenue for the three months ended September 30, 2024, was $262 million, an increase from $240 million in the same period of 2023, representing an 9.2% growth[26]. - Adjusted OIBDA for Liberty Broadband increased to $93 million in Q3 2024 from $85 million in Q3 2023, reflecting a growth of 9.4%[22]. - GCI Holdings' Adjusted OIBDA rose to $100 million in Q3 2024, up from $89 million in Q3 2023, marking an increase of 12.4%[20]. - Net earnings attributable to Liberty Broadband shareholders for Q3 2024 were $142 million, compared to $162 million in Q3 2023, indicating a decrease of 12.3%[26]. - Liberty Broadband's operating income for Q3 2024 was $30 million, up from $21 million in Q3 2023, representing a growth of 42.9%[26]. Cash and Debt Management - Total cash for Liberty Broadband increased by $95 million in Q3 2024, primarily due to proceeds from Charter share sales[7]. - Liberty Broadband's total debt remained relatively flat at $3.725 billion as of September 30, 2024[8]. - Liberty Broadband's long-term debt as of September 30, 2024, was $3.709 billion, slightly down from $3.733 billion at the end of 2023[24]. - The company incurred interest expense of $46 million in Q3 2024, down from $54 million in Q3 2023, a decrease of 14.8%[26]. Equity and Assets - Liberty Broadband has approximately $1.7 billion remaining in its stock repurchase authorization as of October 31, 2024[2]. - Total assets for Liberty Broadband as of September 30, 2024, were $16.303 billion, up from $15.641 billion at the end of 2023, reflecting a growth of 4.2%[24]. - The company reported a total stockholders' equity of $9.520 billion as of September 30, 2024, compared to $9.003 billion at the end of 2023, an increase of 5.7%[25]. GCI Specifics - Adjusted OIBDA for GCI grew 12% to $100 million, reflecting a margin increase of 110 basis points to 38.2%[10]. - Consumer revenue for GCI increased by 2% to $116 million, while business revenue surged 16% to $146 million[10]. - GCI's capital expenditures for Q3 2024 were $39 million, focused on improvements to wireless and data networks in rural Alaska[12]. - GCI's leverage ratio was reported at 3.1x as of September 30, 2024, with undrawn capacity of $367 million in its credit facility[8]. Share Transactions - Liberty Broadband received $74 million from the sale of 225,000 Charter shares, maintaining a 26% fully diluted equity interest in Charter[1][3].