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].

Financial Performance - GCI Holdings reported revenue of $262 million for Q3 2024, an increase of $22 million compared to Q3 2023, and $753 million for the nine months ended September 30, 2024, up from $731 million in the same period last year [123][124]. - Operating income for GCI Holdings increased to $42 million in Q3 2024 from $30 million in Q3 2023, and for the nine months, it rose to $109 million from $91 million [123][125]. - Adjusted OIBDA for GCI Holdings was $100 million in Q3 2024, up from $89 million in Q3 2023, and $276 million for the nine months, compared to $271 million in the prior year [123][127]. - Charter's revenue increased by $211 million and $263 million for the three and nine months ended September 30, 2024, respectively, driven by growth in mobile lines, average revenue per customer, and advertising sales [135]. - Operating income for the three months ended September 30, 2024, was $3,335 million, an increase from $3,126 million in the prior year, while for the nine months, it rose to $9,729 million from $9,292 million [135]. - Net income for the three months ended September 30, 2024, was $1,474 million, compared to $1,436 million in the prior year, while for the nine months, it increased to $4,177 million from $4,032 million [135]. - Total revenue for the nine months ended September 30, 2024, was $753 million, an increase from $731 million in 2023, with adjusted OIBDA rising to $276 million from $271 million [161][162]. Customer Trends - Charter lost 110,000 Internet customers in Q3 2024 but added 545,000 mobile lines, indicating a shift in customer demand [117]. - Charter's mobile line growth was supported by new offerings such as Spectrum One and Anytime Upgrade, enhancing customer retention and service flexibility [118]. - Consumer data revenue increased by $2 million and $4 million for the three and nine months ended September 30, 2024, respectively, driven by higher recurring monthly charges [164]. - Business data revenue rose by $20 million and $25 million for the three and nine months ended September 30, 2024, respectively, primarily due to increased sales to healthcare and education customers [167]. Operating Expenses - Operating expenses increased by $5 million and $8 million for the three and nine months ended September 30, 2024, respectively, mainly due to higher distribution costs [170]. - Selling, general, and administrative expenses rose by $6 million and $9 million for the three and nine months ended September 30, 2024, respectively, primarily due to increased labor-related costs [171]. - Other expenses, net increased by $134 million and $200 million for the three and nine months ended September 30, 2024, respectively, primarily due to increased interest expense and losses on financial instruments [140]. Debt and Liquidity - As of September 30, 2024, GCI Holdings had variable rate debt of $427 million with a weighted average interest rate of 7.0% and fixed rate debt of $600 million with a weighted average interest rate of 4.8% [177]. - The company expects corporate cash and other available sources of liquidity to cover corporate expenses for the foreseeable future [156]. - GCI Holdings is in compliance with all debt maintenance covenants as of September 30, 2024 [157]. Economic and Regulatory Environment - The Alaska economy's dependence on the oil industry poses risks to GCI Holdings, particularly in the face of potential recessionary pressures and inflation [111]. - GCI Holdings is closely monitoring inflation-sensitive costs, which could impact margins if not offset by pricing adjustments or cost reductions [113]. - The company continues to face uncertainties related to regulatory changes affecting USF programs, which could materially impact revenue and accounts receivable [114]. Cash Flow and Investments - Cash flow from operating activities provided $103 million for the nine months ended September 30, 2024, compared to a use of $46 million in the prior year, driven by increased operating income [152]. - For the nine months ended September 30, 2024, net cash flows from investing activities included capital expenditures of $183 million, compared to $149 million in 2023, with a net outflow offset by the sale of Charter Class A common stock for $226 million in 2024 and $42 million in 2023 [153]. - During the same period, net cash flows used in financing activities were approximately $300 million for repurchasing 3.125% Debentures due 2053 and net repayments of approximately $670 million on the Margin Loan Agreement, partially offset by the issuance of $860 million in 3.125% Exchangeable Senior Debentures due 2054 [154]. Interest and Tax - Interest expense decreased by $8 million and $2 million during the three and nine months ended September 30, 2024, respectively, due to lower amounts outstanding on the Margin Loan Facility and lower interest rates [131]. - The effective income tax rate for the three and nine months ended September 30, 2024, was 22%, consistent with the prior year for the three months and slightly lower than 23% for the nine months [145].

Group 1: Liberty Broadband Overview - Liberty Broadband is part of a portfolio of companies focused on Telecoms and Media, controlled by John Malone and associates, which includes Liberty Latin America, Liberty Tripadvisor Holdings, and Charter Communications [3][4] - The company aims to provide shareholder returns primarily through capital gains rather than dividends, making its preferred stock a rare fixed income security within the Liberty family [3][4] - Liberty Broadband has a significant stake in Charter Communications, which is crucial for generating cash to pay dividends on its preferred stock [4][5] Group 2: Relationship with Charter Communications - Liberty Broadband was formed in 2020 through a stock-for-stock merger with GCI Liberty, resulting in a simplified structure with a 26% stake in Charter Communications [4][5] - The preferred stock of Liberty Broadband was initially issued by GCI Liberty and has now been integrated into Liberty Broadband's balance sheet, enhancing its safety [5][6] - Liberty Broadband generates cash by selling shares of Charter back to the company, maintaining its 26% ownership while receiving funds to cover dividends and other expenses [5][6] Group 3: Stock Classes and Characteristics - Liberty Broadband has multiple classes of stock, including A, B, C, and preferred stock, allowing for uneven distribution of voting power among executives [6][7] - As of year-end 2023, there are approximately 7.2 million preferred shares outstanding, with an annual dividend payment totaling about $12.6 million [5][8] - The preferred stock is currently trading below par at $23.80, with a yield of 7.35%, and has a mandatory redemption feature at par on March 8, 2039 [10][11] Group 4: Investment Thesis - The Liberty Broadband preferred stock is characterized by its safety, high yield, and mandatory redemption, making it an attractive investment option for those seeking fixed income in the telecom sector [9][11] - The company’s total interest payments, including those on preferred stock, were just over $200 million in 2023, which is manageable given the cash inflow from Charter Communications [10][11] - Investors are encouraged to consider purchasing the preferred stock soon, as anticipated interest rate cuts may increase its price above par [11]

Financial Performance - GCI's revenue for Q2 2024 was flat at $246 million, with operating income decreasing to $30 million, down 6% from Q2 2023[1][9] - Adjusted OIBDA for GCI decreased by 7% to $86 million in Q2 2024, with a margin of 35.0%, down from 37.6% in Q2 2023[1][8] - Liberty Broadband reported revenue of $246 million for Q2 2024, a slight increase from $245 million in Q2 2023, representing a 0.4% growth[22] - Adjusted OIBDA for Liberty Broadband decreased to $80 million in Q2 2024 from $87 million in Q2 2023, reflecting a decline of approximately 8.0%[19] - Operating income for Liberty Broadband was $21 million in Q2 2024, down from $23 million in Q2 2023, indicating a decrease of about 8.7%[22] - Net earnings attributable to Liberty Broadband shareholders were $195 million in Q2 2024, compared to $252 million in Q2 2023, a decline of approximately 22.6%[22] - The company reported a basic net earnings per share of $1.36 for Q2 2024, down from $1.73 in Q2 2023, a decline of approximately 21.4%[22] - Net earnings for the six months ended June 30, 2024, increased to $436 million, up from $321 million in the same period of 2023, representing a 36% increase[24] Capital Expenditures and Investments - GCI's capital expenditures for Q2 2024 totaled $58 million, primarily for improvements to wireless and data networks in rural Alaska[1][10] - The company expects net capital expenditures for the full year 2024 to be approximately $200 million, focusing on high-return investments in connectivity[1][10] - Capital expenditures rose to $123 million, up from $97 million in the previous year, indicating a 27% increase[24] Debt and Liabilities - Liberty Broadband issued $860 million in 3.125% exchangeable senior debentures due 2054, using proceeds to repay $540 million of the Charter margin loan and repurchase $300 million of debentures due 2053[1][7] - Liberty Broadband's total debt decreased by $43 million to $3.726 billion as of June 30, 2024, following debt repayments and adjustments[1][7] - GCI's leverage ratio increased to 3.2x as of June 30, 2024, compared to 2.8x in the previous quarter[1][5] - Liberty Broadband's long-term debt, net, was $3,606 million as of June 30, 2024, compared to $3,733 million at the end of 2023, a decrease of about 3.4%[21] - Borrowings of debt amounted to $266 million, a decrease from $1,451 million in the previous year[24] - Repayments of debt, tower obligations, and finance leases totaled $348 million, down from $1,545 million in the same period last year[24] Cash and Assets - The company’s cash and cash equivalents decreased to $73 million as of June 30, 2024, down from $158 million at the end of 2023, a reduction of about 53.8%[21] - Total assets increased to $15,959 million as of June 30, 2024, compared to $15,641 million at the end of 2023, reflecting a growth of approximately 2.0%[21] - Liberty Broadband's total liabilities decreased slightly to $6,598 million as of June 30, 2024, from $6,618 million at the end of 2023, a reduction of about 0.3%[21] - The net increase in cash, cash equivalents, and restricted cash was a decrease of $97 million, compared to a decrease of $297 million in the prior year[24] - Cash, cash equivalents, and restricted cash at the end of the period stood at $79 million, down from $103 million at the end of the previous year[24] Shareholder and Affiliate Information - Liberty Broadband maintained a fully diluted equity interest of 26% in Charter after selling 270,000 shares for $74 million from May 1 to July 31, 2024[1][3] - Cash received for Charter shares repurchased by Charter was $116 million, significantly higher than $42 million in the same period last year[24] - The share of losses from affiliates was $(577) million, slightly higher than $(566) million in the same period last year[24] - The deferred income tax expense increased to $101 million from $95 million in the previous year[24]

Financial Performance - GCI Holdings reported revenue of $246 million for Q2 2024, a slight increase from $245 million in Q2 2023, with total revenue for the first half of 2024 remaining flat at $491 million[107]. - Operating income for GCI Holdings decreased to $30 million in Q2 2024 from $32 million in Q2 2023, while it increased to $67 million for the first half of 2024 compared to $61 million in the same period last year[109]. - Adjusted OIBDA for GCI Holdings was $86 million in Q2 2024, down from $92 million in Q2 2023, with a total of $176 million for the first half of 2024 compared to $182 million in the prior year[110]. - Charter's revenue increased by $26 million and $52 million for the three and six months ended June 30, 2024, respectively, driven by growth in residential mobile service, residential Internet, and enterprise revenue[118]. - Net income for the three months ended June 30, 2024, was $1,423 million, compared to $1,413 million for the same period in 2023, while net income for the six months ended June 30, 2024, was $2,703 million, compared to $2,596 million in 2023[118]. - Cash provided by operating activities increased to $79 million for the six months ended June 30, 2024, compared to a cash outflow of $55 million in the prior year[130]. - Capital expenditures for the six months ended June 30, 2024, were $123 million, compared to $97 million in the prior year[131]. - Other expenses, net increased by $30 million and $66 million for the three and six months ended June 30, 2024, respectively, compared to the prior year[121]. - Consumer data revenue increased by $2 million for the six months ended June 30, 2024, driven by higher recurring monthly charges from subscribers[139]. - Business data revenue increased by $5 million for the six months ended June 30, 2024, primarily due to increased sales to health care customers[141]. Customer Dynamics - Charter lost 149,000 Internet customers in Q2 2024 but added 557,000 mobile lines, indicating challenges in customer retention due to the end of the FCC's Affordable Connectivity Program[103]. - Charter's mobile line growth was supported by new offerings such as the Spectrum One package and the Anytime Upgrade program, enhancing customer experience and retention[104]. - As of June 30, 2024, the company had 158,000 cable modem subscribers, a decrease from 159,600 in the prior year[137]. Economic and Market Conditions - The Alaska economy, which GCI Holdings is heavily reliant on, faces recessionary pressures due to volatility in oil prices and inflation, potentially impacting demand for GCI's services[100]. - GCI Holdings is monitoring inflation-sensitive costs closely, which could affect its ability to maintain margins if costs continue to rise[101]. - Changes in Universal Service Fund programs, including the RHC Program, could materially impact GCI Holdings' revenue and financial position[102]. Operating Expenses - Operating expenses, excluding stock-based compensation, increased by $20 million for the three months ended June 30, 2024, but decreased by $149 million for the six months ended June 30, 2024, compared to the prior year[119]. - Operating expenses increased by $3 million for both the three and six months ended June 30, 2024, primarily due to higher distribution costs[142]. - Selling, general and administrative expenses rose by $4 million and $3 million for the three and six months ended June 30, 2024, respectively, mainly due to increased labor costs[143]. Debt and Financing - As of June 30, 2024, the company had $1.15 billion available for borrowing under its Margin Loan Agreement[135]. - The company closed a private offering of $860 million of its 3.125% Exchangeable Senior Debentures due 2054 on July 2, 2024[135]. - The company expects to use approximately $80 million for net capital expenditures and $100 million for interest payments on outstanding debt for the remainder of 2024[134]. - The company is in compliance with all debt maintenance covenants as of June 30, 2024[135]. Tax and Interest - Interest expense remained flat for the three months ended June 30, 2024, but increased by $6 million for the six months ended June 30, 2024, compared to the prior year[115]. - The effective income tax rate for the three and six months ended June 30, 2024, was 23% and 22%, respectively, consistent with the prior year[126].

Share Repurchase and Debt Management - Liberty Broadband repurchased 103 thousand shares of Series C common stock at an average cost of $79.88, totaling $8.2 million, with a remaining repurchase authorization of approximately $1.7 billion as of April 30, 2024[2]. - Liberty Broadband's total cash decreased by $50 million in Q1 2024, primarily due to share repurchases and investing activities[8]. - Liberty Broadband's total debt decreased by $41 million in Q1 2024, with GCI's leverage defined in its credit agreement at 2.8x[9]. - Liberty Broadband's long-term debt decreased from $3,733 million in 2023 to $3,636 million in 2024, a decline of 2.6%[30]. Financial Performance - GCI's total revenue for Q1 2024 was $245 million, flat compared to Q1 2023, with operating income increasing by 28% to $37 million[10]. - GCI's Adjusted OIBDA remained flat at $90 million, with an Adjusted OIBDA margin of 36.7% in Q1 2024[10]. - Liberty Broadband's total operating income increased from $16 million in Q1 2023 to $28 million in Q1 2024[19]. - Liberty Broadband's adjusted OIBDA increased from $82 million in Q1 2023 to $85 million in Q1 2024, reflecting a growth of 3.7%[28]. - The company's operating income rose significantly from $16 million in Q1 2023 to $28 million in Q1 2024, marking a 75% increase[31]. - Net earnings attributable to Liberty Broadband shareholders surged from $69 million in Q1 2023 to $241 million in Q1 2024, representing a substantial increase of 248%[31]. Asset Management - The fair value of Liberty Broadband's investment in Charter was $13.4 billion as of March 31, 2024, with no shares sold to Charter during the period due to maintaining a fully diluted equity interest below 26%[3]. - The fair value of public holdings in Charter decreased from $17.984 billion as of December 31, 2023, to $13.385 billion as of March 31, 2024[6]. - Total assets increased slightly from $15,641 million in 2023 to $15,740 million in 2024, a growth of 0.6%[30]. - Cash and cash equivalents decreased from $158 million in Q1 2023 to $108 million in Q1 2024, a decline of 31.6%[30]. - The company reported a decrease in total current assets from $430 million in 2023 to $350 million in 2024, a reduction of 18.6%[30]. Capital Expenditures and Operating Activities - GCI's capital expenditures for Q1 2024 were $46 million, with an expected total of approximately $200 million for the full year, focusing on network improvements in rural Alaska[15]. - Capital expenditures increased from $54 million in Q1 2023 to $61 million in Q1 2024, an increase of 13%[32]. - The net cash provided by operating activities rose from $41 million in Q1 2023 to $52 million in Q1 2024, an increase of 26.8%[32]. Revenue Breakdown - GCI's consumer revenue declined by 1% to $117 million, driven by decreases in video revenue, while business revenue remained flat at $128 million[13]. - Liberty Broadband experienced a decrease in selling, general and administrative expenses from $110 million in Q1 2023 to $105 million in Q1 2024, a reduction of 4.5%[31].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36713 LIBERTY BROADBAND CORPORATION (Exact name of Registrant as specified in its charter) State of Delaware 47-1211994 ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36713 LIBERTY BROADBAND CORPORATION (Exact name of Registrant as specified in its charter) State of Delaware (State or other ...