Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 30, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-36713 | |
Entity Registrant Name | LIBERTY BROADBAND CORPORATION | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-1211994 | |
Entity Address, Address Line One | 12300 Liberty Boulevard | |
Entity Address, City or Town | Englewood | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80112 | |
City Area Code | 720 | |
Local Phone Number | 875-5700 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001611983 | |
Amendment Flag | false | |
Series A common stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Series A common stock | |
Trading Symbol | LBRDA | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 22,558,925 | |
Series B common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,544,548 | |
Series C common stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Series C common stock | |
Trading Symbol | LBRDK | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 137,670,912 | |
Series A Cumulative Redeemable Preferred Stock. | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Series A Cumulative Redeemable preferred stock | |
Trading Symbol | LBRDP | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 300 | $ 191 |
Trade and other receivables, net of allowance for credit losses of $4 and $4, respectively | 169 | 206 |
Prepaid and other current assets | 77 | 62 |
Total current assets | 546 | 459 |
Property and equipment, net | 1,010 | 1,031 |
Intangible assets not subject to amortization | ||
Goodwill | 762 | 762 |
Intangible assets subject to amortization, net (note 5) | 559 | 573 |
Tax sharing receivable | 63 | 86 |
Other assets, net | 201 | 210 |
Total assets | 16,630 | 16,968 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 97 | 99 |
Deferred revenue | 22 | 25 |
Current portion of debt, including $22 and $25 measured at fair value, respectively (note 6) | 25 | 28 |
Indemnification obligation (note 3) | 239 | 324 |
Other current liabilities | 154 | 106 |
Total current liabilities | 537 | 582 |
Long-term debt, net, including $1,359 and $1,403 measured at fair value, respectively (note 6) | 3,989 | 3,733 |
Obligations under finance leases and tower obligations, excluding current portion | 88 | 89 |
Long-term deferred revenue | 35 | 35 |
Deferred income tax liabilities | 2,002 | 1,998 |
Preferred stock (note 7) | 203 | 203 |
Other liabilities | 177 | 189 |
Total liabilities | 7,031 | 6,829 |
Equity | ||
Additional paid-in capital | 5,375 | 6,214 |
Accumulated other comprehensive earnings, net of taxes | 10 | 14 |
Retained earnings | 4,197 | 3,898 |
Total stockholders' equity | 9,583 | 10,127 |
Non-controlling interests | 16 | 12 |
Total equity | 9,599 | 10,139 |
Commitments and contingencies (note 9) | ||
Total liabilities and equity | 16,630 | 16,968 |
Cable certificates | ||
Intangible assets not subject to amortization | ||
Indefinite-lived intangibles | 550 | 550 |
Other amortizable intangibles | ||
Intangible assets not subject to amortization | ||
Indefinite-lived intangibles | 37 | 37 |
Series A common stock | ||
Equity | ||
Common stock | ||
Series B common stock | ||
Equity | ||
Common stock | ||
Series C common stock | ||
Equity | ||
Common stock | 1 | 1 |
Charter. | ||
Current assets: | ||
Total current assets | 5,516 | 3,566 |
Investment in Charter, accounted for using the equity method (note 4) | 12,902 | 13,260 |
Property and equipment, net | 34,173 | 34,310 |
Intangible assets not subject to amortization | ||
Goodwill | 29,563 | 29,562 |
Other assets, net | 3,650 | 3,647 |
Total assets | 143,948 | 142,491 |
Current liabilities: | ||
Total current liabilities | 13,929 | 12,458 |
Deferred income tax liabilities | 19,070 | 19,096 |
Other liabilities | 4,326 | 4,217 |
Equity | ||
Total stockholders' equity | 15,944 | 18,156 |
Total liabilities and equity | $ 143,948 | $ 142,491 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Allowance for credit losses | $ 4 | $ 4 |
Short-term debt, measured at fair value | 22 | 25 |
Long-term debt, measured at fair value | $ 1,359 | $ 1,403 |
Series A common stock | ||
Common stock par value | $ 0.01 | $ 0.01 |
Common stock shares authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 22,558,925 | 23,232,342 |
Common Stock, Shares, Outstanding | 22,558,925 | 23,232,342 |
Series B common stock | ||
Common stock par value | $ 0.01 | $ 0.01 |
Common stock shares authorized | 18,750,000 | 18,750,000 |
Common Stock, Shares, Issued | 2,544,548 | 2,544,548 |
Common Stock, Shares, Outstanding | 2,544,548 | 2,544,548 |
Series C common stock | ||
Common stock par value | $ 0.01 | $ 0.01 |
Common stock shares authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 139,860,028 | 144,854,780 |
Common Stock, Shares, Outstanding | 139,860,028 | 144,854,780 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue: | ||
Revenue | $ 238 | $ 247 |
Revenue, Product and Service [Extensible List] | us-gaap:ServiceMember | us-gaap:ServiceMember |
Operating costs and expenses | ||
Operating expense (exclusive of depreciation and amortization shown separately below) | $ 66 | $ 69 |
Selling, general and administrative, including stock-based compensation (note 8) | 101 | 105 |
Depreciation and amortization | 64 | 64 |
Litigation settlement, net of recoveries (note 9) | 110 | |
Total operating costs and expenses | 231 | 348 |
Operating income (loss) | 7 | (101) |
Other income (expense): | ||
Interest expense (including amortization of deferred loan fees) | (26) | (33) |
Share of earnings (losses) of affiliate (note 4) | 303 | 189 |
Gain (loss) on dilution of investment in affiliate (note 4) | (56) | (82) |
Realized and unrealized gains (losses) on financial instruments, net (note 3) | 137 | 99 |
Other, net | (21) | (8) |
Earnings (loss) before income taxes | 344 | 64 |
Income tax benefit (expense) | (45) | (12) |
Net earnings (loss) | 299 | 52 |
Net earnings (loss) attributable to Liberty Broadband shareholders | $ 299 | $ 52 |
Basic earnings (loss) attributable to Series A, Series B and Series C Liberty Broadband shareholders per common share (note 2) | $ 1.79 | $ 0.27 |
Diluted net earnings (loss) attributable to Series A, Series B and Series C Liberty Broadband shareholders per common share (note 2) | $ 1.77 | $ 0.27 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Earnings (Loss) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Consolidated Statements of Comprehensive Earnings (Loss) | ||
Net earnings (loss) | $ 299 | $ 52 |
Other comprehensive earnings (loss), net of taxes: | ||
Comprehensive earnings (loss) attributable to debt credit risk adjustments | (4) | |
Other comprehensive earnings (loss), net of taxes | (4) | |
Comprehensive earnings (loss) | 295 | 52 |
Comprehensive earnings (loss) attributable to Liberty Broadband shareholders | $ 295 | $ 52 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net earnings (loss) | $ 299 | $ 52 |
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 64 | 64 |
Stock-based compensation | 9 | 10 |
Litigation settlement, net of recoveries | 110 | |
Share of (earnings) losses of affiliate, net | (303) | (189) |
(Gain) loss on dilution of investment in affiliate | 56 | 82 |
Realized and unrealized (gains) losses on financial instruments, net | (137) | (99) |
Deferred income tax expense (benefit) | 6 | 11 |
Other, net | (1) | (2) |
Changes in operating assets and liabilities: | ||
Current and other assets | 65 | 165 |
Payables and other liabilities | 32 | (11) |
Net cash provided by (used in) operating activities | 90 | 193 |
Cash flows from investing activities: | ||
Capital expenditures | (32) | (28) |
Cash received for Charter shares repurchased by Charter | 602 | 518 |
Other investing activities, net | 4 | |
Net cash provided by (used in) investing activities | 574 | 490 |
Cash flows from financing activities: | ||
Borrowings of debt | 300 | |
Repayments of debt, finance leases and tower obligations | (2) | (183) |
Repurchases of Liberty Broadband common stock | (843) | (738) |
Other financing activities, net | (3) | (2) |
Net cash provided by (used in) financing activities | (548) | (923) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 116 | (240) |
Cash, cash equivalents and restricted cash, beginning of period | 206 | 1,433 |
Cash, cash equivalents and restricted cash, end of period | $ 322 | $ 1,193 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Consolidated Statements of Cash Flows | ||
Cash and cash equivalents | $ 300 | $ 191 |
Restricted cash included in other current assets | $ 22 | $ 15 |
Restricted Cash and Cash Equivalents, Current, Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssetsCurrent | us-gaap:OtherAssetsCurrent |
Total cash and cash equivalents and restricted cash at end of period | $ 322 | $ 206 |
Condensed Consolidated Statem_5
Condensed Consolidated Statement of Equity - USD ($) $ in Millions | Series C common stockCommon stock | Additional paid-in capital | Accumulated other comprehensive earnings | Retained earnings | Noncontrolling interest in equity of subsidiaries | Total |
Balance at Dec. 31, 2020 | $ 2 | $ 10,320 | $ 15 | $ 3,166 | $ 12 | $ 13,515 |
Increase (Decrease) in Stockholders' Equity | ||||||
Net earnings (loss) | 52 | 52 | ||||
Stock-based compensation | 10 | 10 | ||||
Withholding taxes on net share settlements of stock-based compensation | (3) | (3) | ||||
Liberty Broadband stock repurchases | (738) | (738) | ||||
Noncontrolling interest activity at Charter and other | (26) | (26) | ||||
Balance at Mar. 31, 2021 | 2 | 9,563 | 15 | 3,218 | 12 | 12,810 |
Balance at Dec. 31, 2021 | 1 | 6,214 | 14 | 3,898 | 12 | 10,139 |
Increase (Decrease) in Stockholders' Equity | ||||||
Net earnings (loss) | 299 | 299 | ||||
Other comprehensive earnings (loss), net of taxes | (4) | (4) | ||||
Stock-based compensation | 9 | 9 | ||||
Withholding taxes on net share settlements of stock-based compensation | (3) | (3) | ||||
Liberty Broadband stock repurchases | (843) | (843) | ||||
Noncontrolling interest activity at Charter and other | (2) | 4 | 2 | |||
Balance at Mar. 31, 2022 | $ 1 | $ 5,375 | $ 10 | $ 4,197 | $ 16 | $ 9,599 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Basis of Presentation | |
Basis of Presentation | (1) Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of Liberty Broadband Corporation and its controlled subsidiaries (collectively, "Liberty Broadband," the "Company," “us,” “we,” or “our” unless the context otherwise requires). Liberty Broadband Corporation is primarily comprised of GCI Holdings, LLC (“GCI Holdings”), a wholly owned subsidiary, and an equity method investment in Charter Communications, Inc. (“Charter”). On December 18, 2020, GCI Liberty, Inc. (“GCI Liberty”) was merged with Liberty Broadband (the “Combination”) and Liberty Broadband acquired GCI Holdings, as further described in Liberty Broadband's Annual Reports on Form 10-K for the years ended December 31, 2021 and 2020. The accompanying (a) condensed consolidated balance sheet as of December 31, 2021, which has been derived from audited financial statements, and (b) interim unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results for such periods have been included. The results of operations for any interim period are not necessarily indicative of results for the full year. Additionally, certain prior period amounts have been reclassified for comparability with current period presentation. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in Liberty Broadband's Annual Report on Form 10-K for the year ended December 31, 2021. All significant intercompany accounts and transactions have been eliminated in the condensed consolidated financial statements. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The Company considers (i) the application of the equity method of accounting for its affiliate, (ii) non-recurring fair value measurements of non-financial instruments and (iii) accounting for income taxes to be its most significant estimates . In December 2019, Chinese officials reported a novel coronavirus outbreak (“COVID-19”). COVID-19 has since spread through China and internationally. On March 11, 2020, the World Health Organization assessed COVID-19 as a global pandemic, causing many countries throughout the world to take aggressive actions, including imposing travel restrictions and stay-at-home orders, closing public attractions and restaurants, and mandating social distancing practices, which caused a significant disruption to most sectors of the economy at varying levels during the periods covered by the financial statements. We are not presently aware of any events or circumstances arising from the COVID-19 pandemic that would require us to update our estimates or judgments or revise the carrying value of our assets or liabilities. Our estimates may change, however, as new events occur and additional information is obtained, and any such changes will be recognized in the condensed consolidated financial statements. Actual results could differ from estimates, and any such differences may be material to our financial statements. Through a number of prior years’ transactions, including the Combination, Liberty Broadband has acquired an interest in Charter. The investment in Charter is accounted for using the equity method. Liberty Broadband does not control the decision making process or business management practices of this affiliate. Accordingly, Liberty Broadband relies on the management of this affiliate to provide it with accurate financial information prepared in accordance with GAAP that the Company uses in the application of the equity method. In addition, Liberty Broadband relies on audit reports that are provided by the affiliate's independent auditor on the financial statements of such affiliate. The Company is not aware, however, of any errors in or possible misstatements of the financial information provided by its equity affiliate that would have a material effect on Liberty Broadband's condensed consolidated financial statements. Skyhook Holdings, Inc. (“Skyhook”) was a wholly owned subsidiary of Liberty Broadband until its sale on May 2, 2022 for net proceeds of approximately $170 million. Skyhook is not presented as held-for-sale as of March 31, 2022 as it is not material to Liberty Broadband’s consolidated financial statements and Skyhook will not be presented as a discontinued operation upon closing of the sale as the sale did not represent a strategic shift that had a major effect on Liberty Broadband’s operations and financial results. As described in note 4, we are currently participating in Charter’s share buyback program in order to maintain our fully diluted ownership percentage of 26% . The primary use of those proceeds has been to repurchase Liberty Broadband Series A and Series C common stock pursuant to our authorized share repurchase programs. During the three months ended March 31, 2022, we repurchased 5.7 million shares of Series A and Series C common stock for a total purchase price of $843 million. During the three months ended March 31, 2021, we repurchased 4.9 million shares of Series C common stock for a total purchase price of $738 million. As of March 31, 2022, the amount authorized remaining under the authorized repurchase program is approximately $2.0 billion. Spin-Off Arrangements During May 2014, the board of directors of Liberty Media Corporation and its subsidiaries (“Liberty”) authorized management to pursue a plan to spin-off to its stockholders common stock of a wholly owned subsidiary, Liberty Broadband, and to distribute subscription rights to acquire shares of Liberty Broadband’s common stock (the “Broadband Spin-Off”). In connection with the Broadband Spin-Off, Liberty (for accounting purposes a related party of the Company) and Liberty Broadband entered into certain agreements in order to govern certain of the ongoing relationships between the two companies and to provide for an orderly transition, including a services agreement and a facilities sharing agreement. Under the facilities sharing agreement, Liberty Broadband shares office space with Liberty and related amenities at Liberty’s corporate headquarters. Liberty Broadband will reimburse Liberty for direct, out-of-pocket expenses incurred by Liberty in providing these services which will be negotiated semi-annually. Pursuant to the services agreement, Liberty provides Liberty Broadband with general and administrative services including legal, tax, accounting, treasury and investor relations support. In December 2019, the Company entered into an amendment to the services agreement with Liberty in connection with Liberty’s entry into a new employment arrangement with Gregory B. Maffei, the Company’s President and Chief Executive Officer. Under the amended services agreement, components of his compensation would either be paid directly to him by each of the Company, Liberty TripAdvisor Holdings, Inc. and Qurate Retail, Inc. (“Qurate Retail”) (collectively, the “Service Companies”) or reimbursed to Liberty, in each case, based on allocations among Liberty and the Service Companies set forth in the amended services agreement, currently set at 33% for the Company but subject to adjustment on an annual basis upon the occurrence of certain events. Additionally, in connection with a prior transaction, GCI Liberty and Qurate Retail (for accounting purposes a related party of the Company) entered into a tax sharing agreement, which was assumed by Liberty Broadband as a result of the Combination. The tax sharing agreement provides for the allocation and indemnification of tax liabilities and benefits between Qurate Retail and Liberty Broadband and other agreements related to tax matters. Under these various agreements, amounts reimbursable to Liberty were approximately $3 million and $4 million for the three months ended March 31, 2022 and 2021, respectively. Liberty Broadband had a tax sharing receivable with Qurate Retail of $63 million and $86 million as of March 31, 2022 and December 31, 2021, respectively. Recently Announced Accounting Pronouncements |
Earnings Attributable to Libert
Earnings Attributable to Liberty Broadband Stockholders Per Common Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Attributable to Liberty Broadband Stockholders Per Common Share | |
Earnings Attributable to Liberty Broadband Stockholders Per Common Share | (2) Earnings Attributable to Liberty Broadband Stockholders Per Common Share Basic earnings (loss) per common share (“EPS”) is computed by dividing net earnings (loss) attributable to Liberty Broadband shareholders by the weighted average number of common shares outstanding (“WASO”) for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares as if they had been converted at the beginning of the periods presented. Excluded from diluted EPS for both the three months ended March 31, 2022 and 2021 are 1 million potential common shares because their inclusion would have been antidilutive. Liberty Broadband Common Stock Three months Three months ended ended March 31, 2022 March 31, 2021 (numbers of shares in millions) Basic WASO 167 194 Potentially dilutive shares (1) 2 2 Diluted WASO 169 196 (1) Potentially dilutive shares are excluded from the computation of diluted EPS during periods in which losses are reported since the result would be antidilutive. |
Assets and Liabilities Measured
Assets and Liabilities Measured at Fair Value | 3 Months Ended |
Mar. 31, 2022 | |
Assets and Liabilities Measured at Fair Value | |
Assets and Liabilities Measured at Fair Value | (3) Assets and Liabilities Measured at Fair Value For assets and liabilities required to be reported at fair value, GAAP provides a hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs, other than quoted market prices included within Level 1, that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The Company does not have any recurring assets or liabilities measured at fair value that would be considered Level 3. The Company’s assets and (liabilities) measured at fair value are as follows: March 31, 2022 December 31, 2021 Quoted prices Significant Quoted prices Significant in active other in active other markets for observable markets for observable identical assets inputs identical assets inputs Description Total (Level 1) (Level 2) Total (Level 1) (Level 2) amounts in millions Cash equivalents $ 152 152 — 118 118 — Indemnification obligation $ 239 — 239 324 — 324 Exchangeable senior debentures $ 1,381 — 1,381 1,428 — 1,428 Other Financial Instruments Other financial instruments not measured at fair value on a recurring basis include trade receivables, trade payables, accrued and other current liabilities, current portion of debt (with the exception of the 1.75% Debentures (defined in note 6)) and long-term debt (with the exception of the 1.25% Debentures and the 2.75% Debentures (defined in note 6)). With the exception of long-term debt, the carrying amount approximates fair value due to the short maturity of these instruments as reported on our condensed consolidated balance sheets. The carrying value of our Margin Loan Facility, the Term Loan A and revolving credit facility borrowings under the Senior Credit Facility and the Wells Fargo Note Payable (each as defined in note 6) all bear interest at a variable rate and therefore are also considered to approximate fair value. Realized and Unrealized Gains (Losses) on Financial Instruments Three months ended March 31, 2022 2021 amounts in millions Indemnification obligation $ 85 52 Exchangeable senior debentures (1) 52 47 $ 137 99 (1) The Company has elected to account for its exchangeable senior debentures using the fair value option. Changes in the fair value of the exchangeable senior debentures recognized in the condensed consolidated statements of operations are primarily due to market factors driven by changes in the fair value of the underlying shares into which the debt is exchangeable. The Company isolates the portion of the unrealized gain (loss) attributable to the change in the instrument specific credit risk and recognizes such amount in other comprehensive income. The change in the fair value of the exchangeable senior debentures attributable to changes in the instrument specific credit risk before tax was a loss of $6 million and a gain of less than $1 million for the three months ended March 31, 2022 and 2021, respectively . The cumulative change was a gain of $1 million as of March 31, 2022. |
Investment in Charter Accounted
Investment in Charter Accounted for Using the Equity Method | 3 Months Ended |
Mar. 31, 2022 | |
Investment in Charter Accounted for Using the Equity Method | |
Investment in Charter Accounted for Using the Equity Method | (4) Investment in Charter Accounted for Using the Equity Method Through a number of prior years’ transactions and the Combination, Liberty Broadband has acquired an interest in Charter. The investment in Charter is accounted for as an equity method affiliate based on our voting and ownership interest and the board seats held by individuals appointed by Liberty Broadband. As of March 31, 2022, the carrying and market value of Liberty Broadband’s ownership in Charter was approximately $12.9 billion and $28.6 billion, respectively. We own an approximate 31.2% economic ownership interest in Charter, based on shares of Charter’s Class A common stock issued and outstanding as of March 31, 2022. Upon the closing of the Time Warner Cable merger, the Second Amended and Restated Stockholders Agreement, dated as of May 23, 2015, by and among Charter, Liberty Broadband and Advance/Newhouse Partnership, as amended (the “Stockholders Agreement”), became fully effective. Pursuant to the Stockholders Agreement, Liberty Broadband’s equity ownership in Charter (on a fully diluted basis) is capped at the greater of 26% or the voting cap (“Equity Cap”). As of March 31, 2022, due to Liberty Broadband’s voting interest exceeding the current voting cap of 25.01%, our voting control of the aggregate voting power of Charter is 25.01%. Under the Stockholders Agreement, Liberty Broadband has agreed to vote (subject to certain exceptions) all voting securities beneficially owned by it, or over which it has voting discretion or control that are in excess of the voting cap in the same proportion as all other votes cast by public stockholders of Charter with respect to the applicable matter. In February 2021, Liberty Broadband was notified that its ownership interest, on a fully diluted basis, had exceeded the Equity Cap set forth in the Stockholders Agreement. On February 23, 2021, Charter and Liberty Broadband entered into a letter agreement . 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”). The per share sale price for each share of Charter will be equal to the volume weighted average price paid by Charter in its repurchases, redemptions and buybacks of its common stock (subject to certain exceptions) during the month prior to the Charter Repurchase (or, if applicable, during the relevant period prior to the relevant meeting of Charter stockholders). Under the terms of the letter agreement, Liberty Broadband sold 970,241 and 834,576 shares of Charter Class A common stock to Charter for $602 million and $518 million during the three months ended March 31, 2022 and 2021, respectively, to maintain our fully diluted ownership percentage at 26% . Subsequent to March 31, 2022, Liberty Broadband sold 863,719 shares of Charter Class A common stock to Charter for $491 million in April 2022. Investment in Charter The excess basis in our investment in Charter of $9,136 million as of March 31, 2022 is allocated within memo accounts used for equity method accounting purposes as follows (amounts in millions): March 31, December 31, 2022 2021 Property and equipment $ 676 661 Customer relationships 2,537 2,537 Franchise fees 3,935 3,828 Trademarks 29 29 Goodwill 4,150 4,024 Debt (534) (535) Deferred income tax liability (1,657) (1,626) $ 9,136 8,918 Property and equipment and customer relationships have weighted average remaining useful lives of approximately 5 years and 9 years, respectively, and franchise fees, trademarks and goodwill have indefinite lives. The excess basis of outstanding debt is amortized over the contractual period using the straight-line method. The increase in excess basis for the three months ended March 31, 2022 was primarily due to Charter’s share buyback program, partially offset by Liberty Broadband’s participation in Charter’s share buyback program. The Company’s share of earnings (losses) of affiliate line item in the accompanying condensed consolidated statements of operations includes expenses of $67 million and $58 million, net of related taxes, for the three months ended March 31, 2022 and 2021, respectively, due to the amortization of the excess basis related to assets with identifiable useful lives and debt. The Company had dilution losses of $56 million and $82 million during the three months ended March 31, 2022 and 2021, respectively. The dilution losses for the periods presented were attributable to stock option exercises by employees and other third parties at prices below Liberty Broadband’s book basis per share, partially offset by a gain on dilution related to Charter’s repurchase of Liberty Broadband’s Charter shares during both the three months ended March 31, 2022 and 2021. Summarized unaudited financial information for Charter is as follows: Charter condensed consolidated balance sheets March 31, 2022 December 31, 2021 amounts in millions Current assets $ 5,516 3,566 Property and equipment, net 34,173 34,310 Goodwill 29,563 29,562 Intangible assets, net 71,046 71,406 Other assets 3,650 3,647 Total assets $ 143,948 142,491 Current liabilities $ 13,929 12,458 Deferred income taxes 19,070 19,096 Long-term debt 90,679 88,564 Other liabilities 4,326 4,217 Equity 15,944 18,156 Total liabilities and shareholders’ equity $ 143,948 142,491 Charter condensed consolidated statements of operations Three months ended March 31, 2022 2021 amounts in millions Revenue $ 13,200 12,522 Cost and expenses: Operating costs and expenses (excluding depreciation and amortization) 8,134 7,711 Depreciation and amortization 2,294 2,441 Other operating expenses, net 1 302 10,429 10,454 Operating income 2,771 2,068 Interest expense, net (1,060) (983) Other income (expense), net 23 52 Income tax (expense) benefit (345) (216) Net income (loss) 1,389 921 Less: Net income attributable to noncontrolling interests (186) (114) Net income (loss) attributable to Charter shareholders $ 1,203 807 |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2022 | |
Intangible Assets | |
Intangible Assets | (5 Intangible Assets Intangible Assets Subject to Amortization, net March 31, 2022 December 31, 2021 Gross Net Gross Net carrying Accumulated carrying carrying Accumulated carrying amount amortization amount amount amortization amount amounts in millions Customer relationships $ 515 (59) 456 515 (49) 466 Other amortizable intangibles 140 (37) 103 138 (31) 107 Total $ 655 (96) 559 653 (80) 573 Remainder of 2022 $ 49 2023 $ 59 2024 $ 53 2025 $ 51 2026 $ 48 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt | |
Debt | (6) Debt Outstanding principal Carrying value March 31, March 31, December 31, 2022 2022 2021 amounts in millions Margin Loan Facility $ 1,600 1,600 1,300 2.75% Exchangeable Senior Debentures due 2050 575 569 585 1.25% Exchangeable Senior Debentures due 2050 825 790 818 1.75% Exchangeable Senior Debentures due 2046 15 22 25 Senior notes 600 631 632 Senior credit facility 399 399 399 Wells Fargo note payable 6 6 6 Deferred financing costs (3) (4) Total debt $ 4,020 4,014 3,761 Debt classified as current (25) (28) Total long-term debt $ 3,989 3,733 Margin Loan Facility On May 12, 2021, a bankruptcy remote wholly owned subsidiary of the Company (“ ”) entered into Amendment No. 4 to Margin Loan Agreement and Amendment No. 4 to Collateral Account Control Agreement (the “ ”), which amends SPV’s margin loan agreement, dated as of August 31, 2017 (as amended by the Fourth Amendment, the “ ”), with a group of lenders. Upon the effectiveness of the Fourth Amendment (the date on which such effectiveness occurred, the “ ”), the Margin Loan Agreement provided for (x) a term loan credit facility in an aggregate principal amount of $1.15 billion (the “ ” and proceeds of such facility, the “ ”), (y) a revolving credit facility in an aggregate principal amount of $1.15 billion (the “ ” and proceeds of such facility, the “ ”; the Revolving Loans, collectively with the Term Loans, the “ ”) and (z) an uncommitted incremental term loan facility in an aggregate principal amount of up to $200 million (collectively, the “Margin Loan Facility”). No additional borrowings under the Margin Loan Agreement were made on the Fourth Amendment Effective Date and, after giving effect to the transactions occurring on such date, there were (i) $1.15 billion in Term Loans outstanding under the Term Loan Facility and (ii) $0.00 of Revolving Loans outstanding. SPV’s obligations under the Margin Loan Facility are secured by first priority liens on the shares of Charter owned by SPV. In the three months ended March 31, 2022, SPV drew down $300 million on the Revolving Loans. Outstanding borrowings under the Margin Loan Agreement were $1.6 billion and $1.3 billion at March 31, 2022 and December 31, 2021, respectively. As of March 31, 2022, SPV was permitted to borrow an additional $700 million under the Margin Loan Agreement, subject to certain funding conditions, which may be drawn until five The Margin Loan Agreement contains various affirmative and negative covenants that restrict the activities of SPV (and, in some cases, the Company and its subsidiaries with respect to shares of Charter owned by the Company and its subsidiaries). The Margin Loan Agreement does not include any financial covenants. The Margin Loan Agreement does contain restrictions related to additional indebtedness and events of default customary for margin loans of this type. SPV’s obligations under the Margin Loan Agreement are secured by first priority liens on a portion of the Company’s ownership interest in Charter, sufficient for SPV to meet the loan to value requirements under the Margin Loan Agreement. The Margin Loan Agreement indicates that no lender party shall have any voting rights with respect to the shares pledged as collateral, except to the extent that a lender party buys any shares in a sale or other disposition made pursuant to the terms of the loan agreement. Exchangeable Senior Debentures The Company has elected to account for all of its exchangeable senior debentures at fair value in its condensed consolidated financial statements. Accordingly, changes in the fair value of these instruments are recognized in unrealized gains (losses) in the accompanying condensed consolidated statements of operations. See note 3 for information related to unrealized gains (losses) on debt measured at fair value. As of March 31, 2022, a holder of the Company’s 2.75% Exchangeable Senior Debentures due 2050 (the “ 2.75% Debentures”) or a holder of the Company’s 1.25% Exchangeable Senior Debentures due 2050 (the “ 1.25% Debentures) does not have the ability to exchange and, accordingly, the 2.75% Debentures and 1.25% Debentures are classified as long-term debt in the condensed consolidated balance sheets. As of March 31, 2022, the holders of the 1.75% exchangeable senior debentures due 2046 (the “ 1.75% Debentures), which were issued by GCI Liberty and assumed in connection with the closing of the Combination, will have the ability to exchange their debentures for the period from April 1, 2022 to June 30, 2022 given that the trading value of the reference shares exceeded 130% of the par value for twenty of the last thirty trading days in the first quarter of 2022. Given the holders’ ability to exchange the debentures within a one-year period from the balance sheet date and the Company’s option to settle any exchange in cash, shares of Charter Class A common stock, or a combination of cash and shares of Charter Class A common stock, the 1.75% Debentures have been classified as current within the condensed consolidated balance sheets as of March 31, 2022. The Company reviews the terms of all the debentures on a quarterly basis to determine whether an event has occurred to require current classification on the condensed consolidated balance sheets. Senior Notes In connection with the closing of the Combination on December 18, 2020, GCI, LLC became an indirect wholly owned subsidiary of the Company. GCI, LLC is the issuer of $600 million 4.75% senior notes due 2028 (the “Senior Notes”). The Senior Notes were issued by GCI, LLC on October 7, 2020 and are unsecured. Interest on the Senior Notes is payable semi-annually in arrears. The Senior Notes are redeemable at the Company’s option, in whole or in part, at a redemption price defined in the indenture, and accrued and unpaid interest (if any) to the date of redemption. The Senior Notes are stated net of an aggregate unamortized premium of $31 million at March 31, 2022. Such premium is being amortized to interest expense in the accompanying condensed consolidated statements of operations. Senior Credit Facility In connection with the closing of the Combination on December 18, 2020, GCI, LLC became an indirect wholly owned subsidiary of the Company. GCI, LLC is the borrower under the Senior Credit Facility (as defined below). On October 15, 2021, GCI, LLC entered into an Eighth Amended and Restated Credit Agreement (the “Senior Credit Facility”), which includes a $550 million revolving credit facility, with a $25 million sublimit for standby letters of credit, that matures on October 15, 2026 and a $250 million Term Loan A that matures on October 15, 2027. Additionally, the $400 million Term Loan B which existed prior to the amendment, was repaid in full using the proceeds from the new Term Loan A together with $150 million in borrowings under the revolving credit facility. The revolving credit facility borrowings under the Senior Credit Facility that are alternate base rate loans bear interest at a per annum rate equal to the alternate base rate plus a margin that varies between 0.50% and 1.75% depending on GCI, LLC’s total leverage ratio. The revolving credit facility borrowings under the Senior Credit Facility that are LIBOR loans bear interest at a per annum rate equal to the applicable LIBOR plus a margin that varies between 1.50% and 2.75% depending on GCI, LLC’s total leverage ratio. Term Loan A borrowings that are alternate base rate loans bear interest at a per annum rate equal to the alternate base rate plus a margin that varies between 1.00% and 2.25% depending on GCI, LLC’s total leverage ratio. Term Loan A borrowings that are LIBOR loans bear interest at a per annum rate equal to the applicable LIBOR plus a margin that varies between 2.00% and 3.25% depending on GCI, LLC’s total leverage ratio. Principal payments are due quarterly on the Term Loan A equal to 0.25% of the original principal amount, which may step up to 1.25% of the original principal amount of the Term Loan A depending on GCI, LLC’s secured leverage ratio. Each loan may be prepaid at any time and from time to time without penalty other than customary breakage costs. Any amounts prepaid on the revolving credit facility may be reborrowed. The Senior Credit Facility also provides for customary LIBOR replacement provisions. Prior to the amendment, he borrowings under the Senior Credit Facility bore interest at either the alternate base rate or LIBOR (based on an interest period selected by GCI, LLC of one month, two months, three months or six months) at the election of GCI, LLC in each case plus a margin. The revolving credit facility borrowings that were alternate base rate loans bore interest at a per annum rate equal to the alternate base rate plus a margin that varied between 0.50% and 1.75% depending on GCI, LLC’s total leverage ratio. The revolving credit facility borrowings that were LIBOR loans bore interest at a per annum rate equal to the applicable LIBOR plus a margin that varied between 1.50% and 2.75% depending on GCI, LLC’s total leverage ratio. Term Loan B borrowings that were alternate base rate loans bore interest at a per annum rate equal to the alternate base rate plus a margin of 1.75% . Term Loan B borrowings that were LIBOR loans bore interest at a per annum rate equal to the applicable LIBOR plus a margin of 2.75% with a LIBOR floor of 0.75% . GCI, LLC’s First Lien Leverage Ratio (as defined in the Senior Credit Facility) may not exceed 4.00 to 1.00. The terms of the Senior Credit Facility include customary representations and warranties, customary affirmative and negative covenants and customary events of default. At any time after the occurrence of an event of default under the Senior Credit Facility, the lenders may, among other options, declare any amounts outstanding under the Senior Credit Facility immediately due and payable and terminate any commitment to make further loans under the Senior Credit Facility. The obligations under the Senior Credit Facility are secured by a security interest on substantially all of the assets of GCI, LLC and the subsidiary guarantors, as defined in the Senior Credit Facility, and on the stock of GCI Holdings. As of March 31, 2022, there was $249 million outstanding under the Term Loan A, $150 million outstanding under the revolving portion of the Senior Credit Facility and $3 million in letters of credit under the Senior Credit Facility, leaving $397 million available for borrowing. During the three months ended March 31, 2021, GCI, LLC repaid $180 million on its revolving credit facility. Wells Fargo Note Payable In connection with the closing of the Combination on December 18, 2020, the Company assumed GCI Holdings’ outstanding $6 million under its Wells Fargo Note Payable (as defined below). GCI Holdings issued a note to Wells Fargo that matures on July 15, 2029 and is payable in monthly installments of principal and interest (the "Wells Fargo Note Payable"). The interest rate is variable at one month LIBOR plus 2.25%. The note also provides for customary LIBOR replacement provisions. The note is subject to similar affirmative and negative covenants as the Senior Credit Facility. The obligations under the note are secured by a security interest and lien on the building purchased with the note. Debt Covenants GCI, LLC is subject to covenants and restrictions under its Senior Notes and Senior Credit Facility. The Company and GCI, LLC are in compliance with all debt maintenance covenants as of March 31, 2022. Fair Value of Debt The fair value of the Senior Notes was $588 million at March 31, 2022. Due to the variable rate nature of the Margin Loan, Senior Credit Facility and Wells Fargo Note Payable, the Company believes that the carrying amount approximates fair value at March 31, 2022. |
Preferred Stock
Preferred Stock | 3 Months Ended |
Mar. 31, 2022 | |
Preferred Stock. | |
Preferred Stock | (7) Preferred Stock Liberty Broadband's preferred stock is issuable, from time to time, with such designations, preferences and relative participating, optional or other rights, qualifications, limitations or restrictions thereof, as shall be stated and expressed in a resolution or resolutions providing for the issue of such preferred stock adopted by Liberty Broadband's board of directors. Liberty Broadband Series A Cumulative Redeemable Preferred Stock (“Liberty Broadband Preferred Stock”) was issued as a result of the Combination on December 18, 2020. Each share of Series A Cumulative Redeemable Preferred Stock of GCI Liberty outstanding immediately prior to the closing of the Combination was converted into one share of newly issued Liberty Broadband Preferred Stock. The Company is required to redeem all outstanding shares of Liberty Broadband Preferred Stock out of funds legally available, at the liquidation price plus all unpaid dividends (whether or not declared) accrued from the most recent dividend payment date through the redemption date, on the first business day following March 8, 2039. There were 7,300,000 shares of Liberty Broadband Preferred Stock authorized and 7,184,124 shares issued and outstanding Preferred Stock are recorded as interest expense in the Company’s condensed consolidated statements of operations. Liberty Broadband Preferred Stock has one-third The liquidation price is measured per share and shall mean the sum of (i) $25, plus (ii) an amount equal to all unpaid dividends (whether or not declared) accrued with respect to such share have been added to and then remain part of the liquidation price as of such date. The fair value of Liberty Broadband Preferred Stock of $203 million was recorded at the time of the Combination. The holders of shares of Liberty Broadband Preferred Stock are entitled to receive, when and as declared by the Liberty Broadband board of directors, out of legally available funds, preferential dividends that accrue and cumulate as provided in the certificate of designations for the Liberty Broadband Preferred Stock. Dividends on each share of Liberty Broadband Preferred Stock accrue on a daily basis at a rate of 7.00% per annum of the liquidation price. Accrued dividends are payable quarterly on each dividend payment date, which is January 15, April 15, July 15, and October 15 of each year, commencing January 15, 2021. If Liberty Broadband fails to pay cash dividends on the Liberty Broadband Preferred Stock in full for any four consecutive or non-consecutive dividend periods then the dividend rate shall increase by 2.00% per annum of the liquidation price until cured. On March 14, 2022, the Company announced that its board of directors had declared a quarterly cash dividend of approximately $0.44 per share of Liberty Broadband Preferred Stock which was paid on April 15, 2022 to shareholders of record of the Liberty Broadband Preferred Stock at the close of business on March 31, 2022. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Stock-Based Compensation | |
Stock-Based Compensation | (8) Stock-Based Compensation Liberty Broadband grants, to certain of its directors, employees and employees of its subsidiaries, restricted stock units and stock options to purchase shares of its common stock (collectively, "Awards"). The Company measures the cost of employee services received in exchange for an equity classified Award (such as stock options and restricted stock) based on the grant-date fair value (“GDFV”) of the Award, and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the Award). The Company measures the cost of employee services received in exchange for a liability classified Award based on the current fair value of the Award, and re-measures the fair value of the Award at each reporting date. Included in selling, general and administrative expenses in the accompanying consolidated statements of operations are $9 million and $10 million of stock-based compensation during the three months ended March 31, 2022 and 2021, respectively. Liberty Broadband – Grants of Awards During the three months ended March 31, 2022, Liberty Broadband granted 136 thousand options to purchase shares of Series C Liberty Broadband common stock to our CEO in connection with his employment agreement. Such options had a GDFV of $39.10 per share and vest on December 30, 2022. There were no options to purchase shares of Series A or Series B The Company has calculated the GDFV for all of its equity classified awards and any subsequent re-measurement of its liability classified awards using the Black-Scholes Model. The Company estimates the expected term of the Awards based on historical exercise and forfeiture data. The volatility used in the calculation for Awards is based on the historical volatility of Liberty Broadband common stock. The Company uses a zero dividend rate and the risk-free rate for Treasury Bonds with a term similar to that of the subject options. Liberty Broadband – Outstanding Awards The following table presents the number and weighted average exercise price (“WAEP”) of Awards to purchase Liberty Broadband common stock granted to certain officers, employees and directors of the Company, as well as the weighted average remaining life and aggregate intrinsic value of the Awards. Weighted average remaining Aggregate contractual intrinsic Series C WAEP life value (in thousands) (in years) (in millions) Outstanding at January 1, 2022 3,483 $ 96.61 Granted 136 $ 138.26 Exercised (7) $ 62.03 Forfeited/cancelled — $ — Outstanding at March 31, 2022 3,612 $ 98.25 4.1 $ 159 Exercisable at March 31, 2022 2,172 $ 67.10 3.2 $ 151 As of March 31, 2022, Liberty Broadband also had 1 thousand Series A options and 315 thousand Series B options outstanding and exercisable at a WAEP of $35.81 and $96.25, respectively, and a weighted average remaining contractual life of 0.7 years and 2.2 years, respectively. As of March 31, 2022, the total unrecognized compensation cost related to unvested Awards was approximately $66 million. Such amount will be recognized in the Company's condensed consolidated statements of operations over a weighted average period of approximately 1.6 years. As of March 31, 2022, Liberty Broadband reserved 3.9 million shares of Series A, Series B and Series C common stock for issuance under exercise privileges of outstanding stock Awards. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | (9) Commitments and Contingencies General Litigation The Company has contingent liabilities related to legal and tax proceedings and other matters arising in the ordinary course of business. Although it is reasonably possible the Company may incur losses upon conclusion of such matters, an estimate of any loss or range of loss cannot be made. In the opinion of management, it is expected that amounts, if any, which may be required to satisfy such contingencies will not be material in relation to the accompanying condensed consolidated financial statements. Hollywood Firefighters’ Pension Fund, et al. v. GCI Liberty, Inc., et al. relationships among members of the GCI Liberty special committee, Mr. Malone and Mr. Maffei rendered the members of the GCI Liberty special committee not independent. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2022 | |
Segment Information | |
Segment Information | (10) Segment Information Liberty Broadband identifies its reportable segments as (A) those consolidated companies that represent 10% or more of its consolidated annual revenue, annual Adjusted OIBDA or total assets and (B) those equity method affiliates whose share of earnings or losses represent 10% or more of Liberty Broadband’s annual pre-tax earnings (losses). Liberty Broadband evaluates performance and makes decisions about allocating resources to its operating segments based on financial measures such as revenue and Adjusted OIBDA. In addition, Liberty Broadband reviews nonfinancial measures such as subscriber growth. For the three months ended March 31, 2022, Liberty Broadband has identified the following consolidated company and equity method investment as its reportable segments: ● GCI Holdings – a wholly owned subsidiary of the Company that provides a full range of wireless, data, video, voice, and managed services to residential, businesses, governmental entities, and educational and medical institutions primarily in Alaska. ● Charter—an equity method investment that is one of the largest providers of cable services in the United States, offering a variety of entertainment, information and communications solutions to residential and commercial customers. Liberty Broadband’s operating segments are strategic business units that offer different products and services. They are managed separately because each segment requires different technologies, distribution channels and marketing strategies. The accounting policies of the segment that is also a consolidated company are the same as those described in the Company’s summary of significant accounting policies in the Company’s annual financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021. We have included amounts attributable to Charter in the tables below. Although Liberty Broadband owns less than 100% of the outstanding shares of Charter, 100% of the Charter amounts are included in the tables below and subsequently eliminated in order to reconcile the account totals to the Liberty Broadband condensed consolidated financial statements. Performance Measures Three months ended March 31, 2022 2021 amounts in millions GCI Holdings Consumer Revenue Wireless $ 34 32 Data 58 52 Other 14 23 Business Revenue Wireless 13 19 Data 89 90 Other 6 7 Lease, grant, and revenue from subsidies 19 19 Total GCI Holdings 233 242 Corporate and other 5 5 Total $ 238 247 The Company expects to recognize revenue in the future related to performance obligations that are unsatisfied (or partially unsatisfied) of approximately $164 million in the remainder of 2022 2023 2024 2025 2026 For segment reporting purposes, Liberty Broadband defines Adjusted OIBDA as revenue less operating expenses and selling, general and administrative expenses excluding stock-based compensation. Liberty Broadband believes this measure is an important indicator of the operational strength and performance of its businesses by identifying those items that are not directly a reflection of each business’ performance or indicative of ongoing business trends. In addition, this measure allows management to view operating results and perform analytical comparisons and benchmarking between businesses and identify strategies to improve performance. This measure of performance excludes depreciation and amortization, stock-based compensation, transaction costs, separately reported litigation settlements and restructuring and impairment charges that are included in the measurement of operating income pursuant to GAAP. Accordingly, Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income, net earnings, cash flow provided by operating activities and other measures of financial performance prepared in accordance with GAAP. Liberty Broadband generally accounts for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at current prices. Three months ended March 31, 2022 2021 amounts in millions GCI Holdings $ 87 96 Charter 5,212 4,643 Corporate and other (7) (13) 5,292 4,726 Eliminate equity method affiliate (5,212) (4,643) Consolidated Liberty Broadband $ 80 83 Other Information March 31, 2022 Total Investments Capital assets in affiliate expenditures amounts in millions GCI Holdings $ 3,463 — 32 Charter 143,948 — 1,857 Corporate and other 13,167 12,903 — 160,578 12,903 1,889 Eliminate equity method affiliate (143,948) — (1,857) Consolidated Liberty Broadband $ 16,630 12,903 32 Three months ended March 31, 2022 2021 amounts in millions Adjusted OIBDA $ 80 83 Stock-based compensation (9) (10) Depreciation and amortization (64) (64) Litigation settlement, net of recoveries — (110) Operating income (loss) 7 (101) Interest expense (26) (33) Share of earnings (loss) of affiliate, net 303 189 Gain (loss) on dilution of investment in affiliate (56) (82) Realized and unrealized gains (losses) on financial instruments, net 137 99 Other, net (21) (8) Earnings (loss) before income taxes $ 344 64 |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Summary of Significant Accounting Policies | |
Recently Announced Accounting Pronouncements |
Earnings Attributable to Libe_2
Earnings Attributable to Liberty Broadband Stockholders Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Attributable to Liberty Broadband Stockholders Per Common Share | |
Schedule of weighted average number of shares | Liberty Broadband Common Stock Three months Three months ended ended March 31, 2022 March 31, 2021 (numbers of shares in millions) Basic WASO 167 194 Potentially dilutive shares (1) 2 2 Diluted WASO 169 196 (1) Potentially dilutive shares are excluded from the computation of diluted EPS during periods in which losses are reported since the result would be antidilutive. |
Assets and Liabilities Measur_2
Assets and Liabilities Measured at Fair Value (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Assets and Liabilities Measured at Fair Value | |
Schedule of assets and liabilities measured at fair value | March 31, 2022 December 31, 2021 Quoted prices Significant Quoted prices Significant in active other in active other markets for observable markets for observable identical assets inputs identical assets inputs Description Total (Level 1) (Level 2) Total (Level 1) (Level 2) amounts in millions Cash equivalents $ 152 152 — 118 118 — Indemnification obligation $ 239 — 239 324 — 324 Exchangeable senior debentures $ 1,381 — 1,381 1,428 — 1,428 |
Schedule of realized and unrealized gains (losses) on financial instruments | Three months ended March 31, 2022 2021 amounts in millions Indemnification obligation $ 85 52 Exchangeable senior debentures (1) 52 47 $ 137 99 (1) The Company has elected to account for its exchangeable senior debentures using the fair value option. Changes in the fair value of the exchangeable senior debentures recognized in the condensed consolidated statements of operations are primarily due to market factors driven by changes in the fair value of the underlying shares into which the debt is exchangeable. The Company isolates the portion of the unrealized gain (loss) attributable to the change in the instrument specific credit risk and recognizes such amount in other comprehensive income. The change in the fair value of the exchangeable senior debentures attributable to changes in the instrument specific credit risk before tax was a loss of $6 million and a gain of less than $1 million for the three months ended March 31, 2022 and 2021, respectively . The cumulative change was a gain of $1 million as of March 31, 2022. |
Investment in Charter Account_2
Investment in Charter Accounted for Using the Equity Method (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Investment in Charter Accounted for Using the Equity Method | |
Schedule of allocation of excess basis within memo accounts used for equity accounting purposes | The excess basis in our investment in Charter of $9,136 million as of March 31, 2022 is allocated within memo accounts used for equity method accounting purposes as follows (amounts in millions): March 31, December 31, 2022 2021 Property and equipment $ 676 661 Customer relationships 2,537 2,537 Franchise fees 3,935 3,828 Trademarks 29 29 Goodwill 4,150 4,024 Debt (534) (535) Deferred income tax liability (1,657) (1,626) $ 9,136 8,918 |
Summary of financial information for Charter | Charter condensed consolidated balance sheets March 31, 2022 December 31, 2021 amounts in millions Current assets $ 5,516 3,566 Property and equipment, net 34,173 34,310 Goodwill 29,563 29,562 Intangible assets, net 71,046 71,406 Other assets 3,650 3,647 Total assets $ 143,948 142,491 Current liabilities $ 13,929 12,458 Deferred income taxes 19,070 19,096 Long-term debt 90,679 88,564 Other liabilities 4,326 4,217 Equity 15,944 18,156 Total liabilities and shareholders’ equity $ 143,948 142,491 Charter condensed consolidated statements of operations Three months ended March 31, 2022 2021 amounts in millions Revenue $ 13,200 12,522 Cost and expenses: Operating costs and expenses (excluding depreciation and amortization) 8,134 7,711 Depreciation and amortization 2,294 2,441 Other operating expenses, net 1 302 10,429 10,454 Operating income 2,771 2,068 Interest expense, net (1,060) (983) Other income (expense), net 23 52 Income tax (expense) benefit (345) (216) Net income (loss) 1,389 921 Less: Net income attributable to noncontrolling interests (186) (114) Net income (loss) attributable to Charter shareholders $ 1,203 807 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Intangible Assets | |
Schedule of Intangible Assets Subject to Amortization, net | March 31, 2022 December 31, 2021 Gross Net Gross Net carrying Accumulated carrying carrying Accumulated carrying amount amortization amount amount amortization amount amounts in millions Customer relationships $ 515 (59) 456 515 (49) 466 Other amortizable intangibles 140 (37) 103 138 (31) 107 Total $ 655 (96) 559 653 (80) 573 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Amortization expense for amortizable intangible assets for each of the five succeeding fiscal years is estimated to be (amounts in millions): Remainder of 2022 $ 49 2023 $ 59 2024 $ 53 2025 $ 51 2026 $ 48 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt | |
Schedule of debt | Outstanding principal Carrying value March 31, March 31, December 31, 2022 2022 2021 amounts in millions Margin Loan Facility $ 1,600 1,600 1,300 2.75% Exchangeable Senior Debentures due 2050 575 569 585 1.25% Exchangeable Senior Debentures due 2050 825 790 818 1.75% Exchangeable Senior Debentures due 2046 15 22 25 Senior notes 600 631 632 Senior credit facility 399 399 399 Wells Fargo note payable 6 6 6 Deferred financing costs (3) (4) Total debt $ 4,020 4,014 3,761 Debt classified as current (25) (28) Total long-term debt $ 3,989 3,733 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Series C common stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of stock awards activity | Weighted average remaining Aggregate contractual intrinsic Series C WAEP life value (in thousands) (in years) (in millions) Outstanding at January 1, 2022 3,483 $ 96.61 Granted 136 $ 138.26 Exercised (7) $ 62.03 Forfeited/cancelled — $ — Outstanding at March 31, 2022 3,612 $ 98.25 4.1 $ 159 Exercisable at March 31, 2022 2,172 $ 67.10 3.2 $ 151 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Information | |
Schedule of performance measures | Three months ended March 31, 2022 2021 amounts in millions GCI Holdings Consumer Revenue Wireless $ 34 32 Data 58 52 Other 14 23 Business Revenue Wireless 13 19 Data 89 90 Other 6 7 Lease, grant, and revenue from subsidies 19 19 Total GCI Holdings 233 242 Corporate and other 5 5 Total $ 238 247 |
Schedule of segment reporting information | Three months ended March 31, 2022 2021 amounts in millions GCI Holdings $ 87 96 Charter 5,212 4,643 Corporate and other (7) (13) 5,292 4,726 Eliminate equity method affiliate (5,212) (4,643) Consolidated Liberty Broadband $ 80 83 March 31, 2022 Total Investments Capital assets in affiliate expenditures amounts in millions GCI Holdings $ 3,463 — 32 Charter 143,948 — 1,857 Corporate and other 13,167 12,903 — 160,578 12,903 1,889 Eliminate equity method affiliate (143,948) — (1,857) Consolidated Liberty Broadband $ 16,630 12,903 32 |
Schedule of reconciliation of segment Adjusted OIBDA to earnings (loss) before income taxes | Three months ended March 31, 2022 2021 amounts in millions Adjusted OIBDA $ 80 83 Stock-based compensation (9) (10) Depreciation and amortization (64) (64) Litigation settlement, net of recoveries — (110) Operating income (loss) 7 (101) Interest expense (26) (33) Share of earnings (loss) of affiliate, net 303 189 Gain (loss) on dilution of investment in affiliate (56) (82) Realized and unrealized gains (losses) on financial instruments, net 137 99 Other, net (21) (8) Earnings (loss) before income taxes $ 344 64 |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) shares in Millions, $ in Millions | May 02, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Jan. 26, 2022 | Aug. 05, 2021 | Feb. 23, 2021 |
Liberty | |||||||
Reimbursable amount | $ 3 | $ 4 | |||||
Qurate Retail | |||||||
Tax sharing receivable | $ 86 | $ 63 | |||||
CEO | Liberty | |||||||
CEO compensation allocation percentage | 33.00% | ||||||
Charter. | |||||||
Fully Diluted Ownership Percentage | 26.00% | ||||||
Series A and C Common Stock | |||||||
Stock Repurchase Program, Authorized Amount | $ 2,230 | ||||||
Stock repurchase program, additional authorized amount | $ 2,215 | $ 2,105 | |||||
Number of shares repurchased | 5.7 | ||||||
Value of stock repurchased | $ 843 | ||||||
Remaining authorized repurchase amount | $ 2,000 | ||||||
Series C common stock | |||||||
Number of shares repurchased | 4.9 | ||||||
Value of stock repurchased | $ 738 | ||||||
Subsequent event | Skyhook | |||||||
Sales on proceeds | $ 170 |
Earnings Attributable to Libe_3
Earnings Attributable to Liberty Broadband Stockholders Per Common Share (Details) - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Attributable to Liberty Broadband Stockholders Per Common Share | ||
Antidilutive shares | 1 | 1 |
Basic WASO | 167 | 194 |
Potentially dilutive shares | 2 | 2 |
Diluted WASO | 169 | 196 |
Assets and Liabilities Measur_3
Assets and Liabilities Measured at Fair Value - Schedule of Assets and Liabilities (Details) - Recurring - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | $ 152 | $ 118 |
Indemnification obligation | 239 | 324 |
Exchangeable senior debentures | 1,381 | 1,428 |
Quoted prices in active markets for identical assets (Level 1) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 152 | 118 |
Significant other observable inputs (Level 2) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Indemnification obligation | 239 | 324 |
Exchangeable senior debentures | $ 1,381 | $ 1,428 |
Assets and Liabilities Measur_4
Assets and Liabilities Measured at Fair Value - Schedule of Realized and Unrealized Gains (Losses) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Realized and unrealized gains (losses) on financial instruments, net (note 3) | $ 137 | $ 99 |
Indemnification Obligation | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Realized and unrealized gains (losses) on financial instruments, net (note 3) | 85 | 52 |
Exchangeable senior debentures | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Realized and unrealized gains (losses) on financial instruments, net (note 3) | $ 52 | $ 47 |
Assets and Liabilities Measur_5
Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 18, 2020 | |
1.75% Exchangeable Senior Debentures due 2046 | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Interest rate (as a percent) | 1.75% | 1.75% | ||
1.25% Exchangeable Senior Debentures due 2050 | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Interest rate (as a percent) | 1.25% | 1.25% | ||
2.75% Exchangeable Senior Debentures due 2050 | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Interest rate (as a percent) | 2.75% | 2.75% | ||
Exchangeable senior debentures | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Change in fair value | $ (6) | |||
Cumulative change | $ 1 | |||
Exchangeable senior debentures | Maximum | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Change in fair value | $ 1 | |||
Exchangeable senior debentures | 1.75% Exchangeable Senior Debentures due 2046 | Indemnification obligation | LI LLC | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Interest rate (as a percent) | 1.75% | |||
Indemnity obligation recorded | $ 336 |
Investment in Affiliates Accoun
Investment in Affiliates Accounted for Using the Equity Method (Details) - Charter. - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | ||
Apr. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Investments in affiliates accounted for using the Equity Method | ||||
Carrying value of equity method investment | $ 12,902 | $ 13,260 | ||
Market value of equity method investment | $ 28,600 | |||
Ownership capped percentage | 25.01% | |||
Fully diluted ownership percentage | 26.00% | |||
Ownership percentage | 31.20% | |||
Voting interest cap | 25.01% | |||
Series A common stock | ||||
Investments in affiliates accounted for using the Equity Method | ||||
Equity investment shares sold | 970,241 | 834,576 | ||
Proceeds from sale of equity method investments | $ 602 | $ 518 | ||
Series A common stock | Subsequent event | ||||
Investments in affiliates accounted for using the Equity Method | ||||
Equity investment shares sold | 863,719 | |||
Proceeds from sale of equity method investments | $ 491 |
Investments in Affiliates Accou
Investments in Affiliates Accounted for Using the Equity Method - Excess Basis Allocation (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Excess basis allocation within memo accounts | |||
Share of earnings (loss) of affiliates, net | $ 303 | $ 189 | |
Loss on dilution of investment in affiliate | (56) | (82) | |
Charter. | |||
Excess basis allocation within memo accounts | |||
Property and equipment | 676 | $ 661 | |
Customer relationships | 2,537 | 2,537 | |
Franchise fees | 3,935 | 3,828 | |
Trademarks | 29 | 29 | |
Goodwill | 4,150 | 4,024 | |
Debt | (534) | (535) | |
Deferred income tax liability | (1,657) | (1,626) | |
Total | 9,136 | $ 8,918 | |
Amortization of Deferred Charges | 67 | 58 | |
Loss on dilution of investment in affiliate | $ (56) | $ (82) | |
Charter. | Customer relationships | |||
Excess basis allocation within memo accounts | |||
Remaining useful lives of customer relationships | 9 years | ||
Charter. | Property, Plant and Equipment | |||
Excess basis allocation within memo accounts | |||
Remaining useful lives of property and equipment | 5 years |
Investment in Affiliates Acco_2
Investment in Affiliates Accounted for Using the Equity Method -Summarized Financial Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Investments in affiliates accounted for using the Equity Method | |||
Current assets | $ 546 | $ 459 | |
Property and equipment, net | 1,010 | 1,031 | |
Goodwill | 762 | 762 | |
Other assets | 201 | 210 | |
Total assets | 16,630 | 16,968 | |
Current liabilities | 537 | 582 | |
Deferred income taxes | 2,002 | 1,998 | |
Long-term debt | 4,014 | 3,761 | |
Other liabilities | 177 | 189 | |
Equity | 9,583 | 10,127 | |
Total liabilities and equity | 16,630 | 16,968 | |
Operating costs and expenses (excluding depreciation and amortization) | 66 | $ 69 | |
Depreciation and amortization | 64 | 64 | |
Total operating costs and expenses | 231 | 348 | |
Operating income (loss) | 7 | (101) | |
Interest expense, net | (26) | (33) | |
Other income (expense), net | (21) | (8) | |
Income tax benefit (expense) | (45) | (12) | |
Net earnings (loss) | 299 | 52 | |
Net earnings (loss) attributable to Liberty Broadband shareholders | 299 | 52 | |
Charter. | |||
Investments in affiliates accounted for using the Equity Method | |||
Current assets | 5,516 | 3,566 | |
Property and equipment, net | 34,173 | 34,310 | |
Goodwill | 29,563 | 29,562 | |
Intangible assets, net | 71,046 | 71,406 | |
Other assets | 3,650 | 3,647 | |
Total assets | 143,948 | 142,491 | |
Current liabilities | 13,929 | 12,458 | |
Deferred income taxes | 19,070 | 19,096 | |
Long-term debt | 90,679 | 88,564 | |
Other liabilities | 4,326 | 4,217 | |
Equity | 15,944 | 18,156 | |
Total liabilities and equity | 143,948 | $ 142,491 | |
Revenue | 13,200 | 12,522 | |
Operating costs and expenses (excluding depreciation and amortization) | 8,134 | 7,711 | |
Depreciation and amortization | 2,294 | 2,441 | |
Other operating expenses, net | 1 | 302 | |
Total operating costs and expenses | 10,429 | 10,454 | |
Operating income (loss) | 2,771 | 2,068 | |
Interest expense, net | (1,060) | (983) | |
Other income (expense), net | 23 | 52 | |
Income tax benefit (expense) | (345) | (216) | |
Net earnings (loss) | 1,389 | 921 | |
Less: Net income attributable to noncontrolling interests | (186) | (114) | |
Net earnings (loss) attributable to Liberty Broadband shareholders | $ 1,203 | $ 807 |
Intangible Assets - Intangible
Intangible Assets - Intangible Assets Subject to Amortization (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 655 | $ 653 |
Accumulated Amortization | (96) | (80) |
Net carrying amount | 559 | 573 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 515 | 515 |
Accumulated Amortization | (59) | (49) |
Net carrying amount | 456 | 466 |
Other amortizable intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 140 | 138 |
Accumulated Amortization | (37) | (31) |
Net carrying amount | $ 103 | $ 107 |
Intangible Assets - Future Amor
Intangible Assets - Future Amortization Expense (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Intangible Assets | ||
Amortization expense | $ 17 | $ 19 |
Years ending December 31, | ||
Remainder of 2022 | 49 | |
2023 | 59 | |
2024 | 53 | |
2025 | 51 | |
2026 | $ 48 |
Debt - Summary of Debt (Details
Debt - Summary of Debt (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Outstanding principal | $ 4,020 | |
Deferred financing costs | (3) | $ (4) |
Total | 4,014 | 3,761 |
Debt classified as current | (25) | (28) |
Total long-term debt | 3,989 | 3,733 |
2.75% Exchangeable Senior Debentures due 2050 | ||
Debt Instrument [Line Items] | ||
Outstanding principal | 575 | |
Carrying value | $ 569 | $ 585 |
Interest rate (as a percent) | 2.75% | 2.75% |
1.25% Exchangeable Senior Debentures due 2050 | ||
Debt Instrument [Line Items] | ||
Outstanding principal | $ 825 | |
Carrying value | $ 790 | $ 818 |
Interest rate (as a percent) | 1.25% | 1.25% |
1.75% Exchangeable Senior Debentures due 2046 | ||
Debt Instrument [Line Items] | ||
Outstanding principal | $ 15 | |
Carrying value | $ 22 | $ 25 |
Interest rate (as a percent) | 1.75% | 1.75% |
Senior notes | ||
Debt Instrument [Line Items] | ||
Outstanding principal | $ 600 | |
Carrying value | 631 | $ 632 |
Line of credit | ||
Debt Instrument [Line Items] | ||
Outstanding principal | 399 | |
Carrying value | 399 | 399 |
Wells Fargo note payable | ||
Debt Instrument [Line Items] | ||
Outstanding principal | 6 | |
Carrying value | 6 | 6 |
SPV | Margin Loan Facility | ||
Debt Instrument [Line Items] | ||
Outstanding principal | 1,600 | |
Carrying value | $ 1,600 | $ 1,300 |
Debt (Details)
Debt (Details) - USD ($) shares in Millions, $ in Millions | May 12, 2021 | Dec. 18, 2020 | Aug. 12, 2020 | Mar. 31, 2022 | Dec. 31, 2021 |
2.75% Exchangeable Senior Debentures due 2050 | |||||
Debt disclosures | |||||
Carrying value | $ 569 | $ 585 | |||
Interest rate (as a percent) | 2.75% | 2.75% | |||
1.25% Exchangeable Senior Debentures due 2050 | |||||
Debt disclosures | |||||
Carrying value | $ 790 | $ 818 | |||
Interest rate (as a percent) | 1.25% | 1.25% | |||
1.75% Exchangeable Senior Debentures due 2046 | |||||
Debt disclosures | |||||
Carrying value | $ 22 | $ 25 | |||
Interest rate (as a percent) | 1.75% | 1.75% | |||
Exchange of debentures based on share price exceeds on par value | 130.00% | ||||
Minimum number of days share price exceeds par value | 20 days | ||||
Number of trading days | 30 days | ||||
Exchange period | 1 year | ||||
Line of credit | |||||
Debt disclosures | |||||
Carrying value | $ 399 | $ 399 | |||
SPV | Margin Loan Facility | |||||
Debt disclosures | |||||
Borrowings | 300 | ||||
Carrying value | $ 1,600 | $ 1,300 | |||
Number of business days prior to the maturity date | 5 days | ||||
Remaining borrowing capacity | $ 700 | ||||
SPV | Margin Loan Facility | Charter. | |||||
Debt disclosures | |||||
Number of common shares pledged as collateral | 12.3 | ||||
Value of pledged collateral | $ 6,700 | ||||
SPV | Margin Loan Facility | Three-month LIBOR | |||||
Debt disclosures | |||||
Interest rate basis | three-month LIBOR | ||||
Basis spread on variable rate | 1.50% | 1.85% | 1.50% | ||
SPV | Term loan | |||||
Debt disclosures | |||||
Carrying value | $ 1,150 | ||||
SPV | Revolving Credit Facility | |||||
Debt disclosures | |||||
Maximum borrowing capacity | 1,150 | ||||
Amount outstanding | 0 | ||||
SPV | Uncommitted Incremental Term Loan Facility | |||||
Debt disclosures | |||||
Maximum borrowing capacity | $ 200 |
Debt - Senior Notes and Senior
Debt - Senior Notes and Senior Credit Facility (Details) $ in Millions | Oct. 15, 2021USD ($) | Dec. 18, 2020USD ($) | Oct. 15, 2020 | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) |
Debt Instrument [Line Items] | ||||||
Outstanding principal | $ 4,020 | |||||
Fair value of debt | 1,359 | $ 1,403 | ||||
Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Fair value of debt | 588 | |||||
Senior Notes | GCI Liberty Inc | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding principal | $ 600 | |||||
Interest rate (as a percent) | 4.75% | |||||
Aggregate unamortized premium | 31 | |||||
Line of credit | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding principal | 399 | |||||
Line of credit | GCI, LLC | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from revolving credit facility | $ 150 | |||||
Amount available for borrowing | 397 | |||||
Line of credit | Revolving Credit Facility | GCI, LLC | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding principal | 150 | |||||
Repayment of debt | $ 180 | |||||
Line of credit | Revolving Credit Facility | LIBOR | GCI, LLC | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate basis | LIBOR | |||||
Line of credit | Revolving Credit Facility | LIBOR | Minimum | GCI, LLC | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.50% | |||||
Line of credit | Revolving Credit Facility | LIBOR | Maximum | GCI, LLC | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 2.75% | |||||
Line of credit | Revolving Credit Facility | Alternate base rate | GCI, LLC | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate basis | alternate base rate | alternate base rate | ||||
Line of credit | Revolving Credit Facility | Alternate base rate | Minimum | GCI, LLC | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 0.50% | 0.50% | ||||
Line of credit | Revolving Credit Facility | Alternate base rate | Maximum | GCI, LLC | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.75% | 1.75% | ||||
Line of credit | Standby Letters of Credit | GCI, LLC | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding principal | 3 | |||||
Line of credit | Term Loan B | LIBOR | GCI, LLC | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate basis | LIBOR | |||||
Basis spread on variable rate | 2.75% | |||||
Line of credit | Term Loan B | LIBOR | Minimum | GCI, LLC | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate (as a percent) | 0.75% | |||||
Line of credit | Term Loan B | Alternate base rate | GCI, LLC | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate basis | alternate base rate | |||||
Basis spread on variable rate | 1.75% | |||||
Line of credit | Term Loan A | GCI, LLC | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding principal | $ 249 | |||||
Percentage of original principal amount | 0.25% | |||||
Change in percentage of original principal amount | 1.25% | |||||
Line of credit | Term Loan A | Minimum | GCI, LLC | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 2.00% | |||||
Line of credit | Term Loan A | Maximum | GCI, LLC | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 3.25% | |||||
Line of credit | Term Loan A | LIBOR | GCI, LLC | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate basis | LIBOR | |||||
Line of credit | Term Loan A | Alternate base rate | Minimum | GCI, LLC | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.00% | |||||
Line of credit | Term Loan A | Alternate base rate | Maximum | GCI, LLC | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 2.25% | |||||
Senior Credit Facility | GCI, LLC | ||||||
Debt Instrument [Line Items] | ||||||
First lien leverage ratio | 4 | |||||
Revolving Credit Facility | GCI, LLC | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 550 | |||||
Revolving Credit Facility | LIBOR | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.50% | |||||
Revolving Credit Facility | LIBOR | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 2.75% | |||||
Standby Letters of Credit | GCI, LLC | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 25 | |||||
Term Loan B | GCI, LLC | ||||||
Debt Instrument [Line Items] | ||||||
Repayment of debt | 400 | |||||
Term Loan B | Term Loan A | GCI, LLC | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 250 | |||||
Wells Fargo Notes Payable | GCI Liberty Inc | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding principal | $ 6 | |||||
Wells Fargo Notes Payable | LIBOR | GCI Liberty Inc | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate basis | LIBOR | |||||
Basis spread on variable rate | 2.25% |
Preferred Stock (Details)
Preferred Stock (Details) $ / shares in Units, $ in Millions | Apr. 15, 2022$ / shares | Dec. 18, 2020USD ($)period$ / shares | Mar. 31, 2022Vote / sharesshares |
Preferred stock vote per share | Vote / shares | 0.33 | ||
Preferred stock, additional shares authorized | 42,700,000 | ||
Liquidation price per share | $ / shares | $ 25 | ||
Preferred stock fair value | $ | $ 203 | ||
Dividend rate | 7.00% | ||
Failure to pay cash dividends, number of periods | period | 4 | ||
Potential increase in dividend rate, over four dividend periods | 2.00% | ||
Subsequent event | |||
Preferred stock, dividends paid per share | $ / shares | $ 0.44 | ||
Series A Cumulative Redeemable Preferred Stock. | |||
Preferred stock, shares authorized | 7,300,000 | ||
Preferred shares, shares issued | 7,184,124 | ||
Preferred shares, shares outstanding | 7,184,124 | ||
GCI Liberty Inc | |||
Preferred stock distribution ratio | 1 |
Stock-Based Compensation - Comp
Stock-Based Compensation - Compensation expense (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Stock-Based Compensation | ||
Stock-based compensation | $ 9 | $ 10 |
Stock-Based Compensation - Ince
Stock-Based Compensation - Incentive Plans and Grants of Stock Awards (Details) | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Fair value assumptions | |
Dividend rate | 0.00% |
Options | Series A common stock | |
Stock Based Compensation | |
Options granted (in shares) | 0 |
Options | Series B common stock | |
Stock Based Compensation | |
Options granted (in shares) | 0 |
Options | Series C common stock | |
Stock Based Compensation | |
Options granted (in shares) | 136,000 |
Options | CEO | Series C common stock | |
Stock Based Compensation | |
Options granted (in shares) | 136,000 |
Options grant date fair value | $ / shares | $ 39.10 |
Stock-Based Compensation - Outs
Stock-Based Compensation - Outstanding Awards and Exercises (Details) $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Awards | Common Class A, Class B And Class C | |
Compensation cost not yet recognized | |
Shares reserved for future issuance upon exercise of stock options | 3,900,000 |
Options | |
Compensation cost not yet recognized | |
Unrecognized compensation cost options | $ | $ 66 |
Period over which unrecognized compensation cost will be recognized | 1 year 7 months 6 days |
Options | Series A common stock | |
Options | |
Options granted (in shares) | 0 |
Outstanding ending balance (in shares) | 1,000 |
WAEP | |
WAEP Outstanding ending balance (in dollars per share) | $ / shares | $ 35.81 |
Options additional disclosures | |
Weighted average remaining contractual life outstanding | 8 months 12 days |
Options | Series B common stock | |
Options | |
Options granted (in shares) | 0 |
Outstanding ending balance (in shares) | 315,000 |
WAEP | |
WAEP Outstanding ending balance (in dollars per share) | $ / shares | $ 96.25 |
Options additional disclosures | |
Weighted average remaining contractual life outstanding | 2 years 2 months 12 days |
Options | Series C common stock | |
Options | |
Outstanding beginning balance (in shares) | 3,483,000 |
Options granted (in shares) | 136,000 |
Exercised (in shares) | (7,000) |
Outstanding ending balance (in shares) | 3,612,000 |
Number of awards exercisable (in shares) | 2,172,000 |
WAEP | |
WAEP Outstanding beginning balance (in dollars per share) | $ / shares | $ 96.61 |
WAEP Options granted (in dollars per share) | $ / shares | 138.26 |
WAEP options exercised (in dollars per share) | $ / shares | 62.03 |
WAEP Outstanding ending balance (in dollars per share) | $ / shares | 98.25 |
WAEP options exercisable (in dollars per share) | $ / shares | $ 67.10 |
Options additional disclosures | |
Weighted average remaining contractual life outstanding | 4 years 1 month 6 days |
Weighted average remaining contractual life exercisable | 3 years 2 months 12 days |
Aggregate intrinsic value outstanding | $ | $ 159 |
Aggregate intrinsic value exercisable | $ | $ 151 |
Options | CEO | Series C common stock | |
Options | |
Options granted (in shares) | 136,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | May 05, 2021USD ($) | Oct. 31, 2020plaintiff | Mar. 31, 2021USD ($) |
Other Commitments [Line Items] | |||
Litigation settlement expense | $ 110 | ||
Hollywood Firefighters' Pension Fund et al Versus GCI Liberty, Inc. et al | |||
Other Commitments [Line Items] | |||
Number of plaintiffs | plaintiff | 2 | ||
Litigation settlement expense | $ 110 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Segment information | |||
Gross receivables | $ 178 | $ 217 | |
Deferred revenue | 30 | 32 | |
Revenue | 238 | $ 247 | |
Adjusted OIBDA | 80 | 83 | |
Total assets | 16,630 | $ 16,968 | |
Investments in affiliates | 12,903 | ||
Capital expenditures | $ 32 | ||
Charter | |||
Segment information | |||
Financial results included in the disclosure (as a percent) | 100.00% | ||
Operating segments | GCI Holdings | |||
Segment information | |||
Revenue | $ 233 | 242 | |
Adjusted OIBDA | 87 | 96 | |
Total assets | 3,463 | ||
Capital expenditures | 32 | ||
Operating segments | GCI Holdings | Lease, grant, and revenue from subsidies | |||
Segment information | |||
Revenue | 19 | 19 | |
Operating segments | GCI Holdings | Consumer Revenue | Wireless | |||
Segment information | |||
Revenue | 34 | 32 | |
Operating segments | GCI Holdings | Consumer Revenue | Data | |||
Segment information | |||
Revenue | 58 | 52 | |
Operating segments | GCI Holdings | Consumer Revenue | Other revenue | |||
Segment information | |||
Revenue | 14 | 23 | |
Operating segments | GCI Holdings | Business Revenue | Wireless | |||
Segment information | |||
Revenue | 13 | 19 | |
Operating segments | GCI Holdings | Business Revenue | Data | |||
Segment information | |||
Revenue | 89 | 90 | |
Operating segments | GCI Holdings | Business Revenue | Other revenue | |||
Segment information | |||
Revenue | 6 | 7 | |
Operating segments | Charter | |||
Segment information | |||
Revenue | 13,200 | 12,522 | |
Adjusted OIBDA | 5,212 | 4,643 | |
Total assets | 143,948 | ||
Capital expenditures | 1,857 | ||
Corporate and other | |||
Segment information | |||
Revenue | 5 | 5 | |
Adjusted OIBDA | (7) | (13) | |
Total assets | 13,167 | ||
Investments in affiliates | 12,903 | ||
Operating Segments and Corporate and Other | |||
Segment information | |||
Adjusted OIBDA | 5,292 | 4,726 | |
Total assets | 160,578 | ||
Investments in affiliates | 12,903 | ||
Capital expenditures | 1,889 | ||
Eliminate equity method affiliate | |||
Segment information | |||
Adjusted OIBDA | (5,212) | $ (4,643) | |
Total assets | (143,948) | ||
Capital expenditures | $ (1,857) |
Segment Information - Performan
Segment Information - Performance Obligations (Details) $ in Millions | Mar. 31, 2022USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 164 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 9 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 124 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 73 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 44 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 45 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Segment Information - Reconcili
Segment Information - Reconciliation Of Segment Adjusted OIBDA (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Reconciliation of consolidated segment Adjusted OIBDA to earnings (loss) before income taxes | ||
Adjusted OIBDA | $ 80 | $ 83 |
Stock-based compensation | (9) | (10) |
Depreciation and amortization | (64) | (64) |
Litigation settlement, net of recoveries | (110) | |
Operating income (loss) | 7 | (101) |
Interest expense, net | (26) | (33) |
Share of earnings (loss) of affiliates, net | 303 | 189 |
Gain (loss) on dilution of investment in affiliate | (56) | (82) |
Realized and unrealized gains (losses) on financial instruments, net | 137 | 99 |
Other, net | (21) | (8) |
Earnings (loss) before income taxes | $ 344 | $ 64 |