Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 31, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 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 | Q3 | |
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 | 18,875,366 | |
Series B common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,106,836 | |
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 | 127,294,555 | |
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 | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 203 | $ 191 |
Trade and other receivables, net of allowance for credit losses of $4 and $4, respectively | 210 | 206 |
Prepaid and other current assets | 79 | 62 |
Total current assets | 492 | 459 |
Property and equipment, net | 1,022 | 1,031 |
Intangible assets not subject to amortization | ||
Goodwill | 755 | 762 |
Intangible assets subject to amortization, net (note 5) | 532 | 573 |
Tax sharing receivable | 7 | 86 |
Other assets, net | 177 | 210 |
Total assets | 15,119 | 16,968 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 113 | 99 |
Deferred revenue | 20 | 25 |
Current portion of debt, including zero and $25 measured at fair value, respectively (note 6) | 3 | 28 |
Indemnification obligation (note 3) | 324 | |
Other current liabilities | 108 | 106 |
Total current liabilities | 244 | 582 |
Long-term debt, net, including $1,348 and $1,403 measured at fair value, respectively (note 6) | 3,773 | 3,733 |
Obligations under finance leases and tower obligations, excluding current portion | 87 | 89 |
Long-term deferred revenue | 38 | 35 |
Deferred income tax liabilities | 2,007 | 1,998 |
Preferred stock (note 7) | 203 | 203 |
Indemnification obligation (note 3) | 35 | |
Other liabilities | 156 | 189 |
Total liabilities | 6,543 | 6,829 |
Equity | ||
Additional paid-in capital | 3,564 | 6,214 |
Accumulated other comprehensive earnings, net of taxes | 18 | 14 |
Retained earnings | 4,977 | 3,898 |
Total stockholders' equity | 8,560 | 10,127 |
Non-controlling interests | 16 | 12 |
Total equity | 8,576 | 10,139 |
Commitments and contingencies (note 9) | ||
Total liabilities and equity | 15,119 | 16,968 |
Cable certificates | ||
Intangible assets not subject to amortization | ||
Indefinite-lived intangibles | 550 | 550 |
Other amortizable intangible assets | ||
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: | ||
Investment in Charter, accounted for using the equity method (note 4) | $ 11,547 | $ 13,260 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Allowance for credit losses | $ 4 | $ 4 |
Short-term debt, measured at fair value | 0 | 25 |
Long-term debt, measured at fair value | $ 1,348 | $ 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 | 18,917,786 | 23,232,342 |
Common Stock, Shares, Outstanding | 18,917,786 | 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 | 2,111,376 | 2,544,548 |
Common Stock, Shares, Outstanding | 2,111,376 | 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 | 128,436,416 | 144,854,780 |
Common Stock, Shares, Outstanding | 128,436,416 | 144,854,780 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue: | ||||
Revenue | $ 248 | $ 250 | $ 725 | $ 739 |
Revenue, Product and Service [Extensible List] | us-gaap:ServiceMember | us-gaap:ServiceMember | us-gaap:ServiceMember | us-gaap:ServiceMember |
Operating costs and expenses: | ||||
Operating expense (exclusive of depreciation and amortization shown separately below) | $ 64 | $ 71 | $ 190 | $ 207 |
Selling, general and administrative, including stock-based compensation (note 8) | 111 | 110 | 317 | 325 |
Depreciation and amortization | 66 | 68 | 195 | 199 |
Litigation settlement, net of recoveries (note 9) | 19 | (24) | 29 | 86 |
Total operating costs and expenses | 260 | 225 | 731 | 817 |
Operating income (loss) | (12) | 25 | (6) | (78) |
Other income (expense): | ||||
Interest expense (including amortization of deferred loan fees) | (35) | (28) | (91) | (90) |
Share of earnings (losses) of affiliate (note 4) | 309 | 314 | 998 | 752 |
Gain (loss) on dilution of investment in affiliate (note 4) | (1) | (67) | (98) | |
Realized and unrealized gains (losses) on financial instruments, net (note 3) | 148 | (27) | 362 | (53) |
Gain (loss) on dispositions, net (note 1) | 12 | 179 | 12 | |
Other, net | (34) | 3 | (73) | 18 |
Earnings (loss) before income taxes | 376 | 298 | 1,302 | 463 |
Income tax benefit (expense) | (61) | (61) | (223) | (118) |
Net earnings (loss) | 315 | 237 | 1,079 | 345 |
Net earnings (loss) attributable to Liberty Broadband shareholders | $ 315 | $ 237 | $ 1,079 | $ 345 |
Basic net earnings (loss) attributable to Series A, Series B and Series C Liberty Broadband shareholders per common share (note 2) | $ 2.07 | $ 1.31 | $ 6.74 | $ 1.84 |
Diluted net earnings (loss) attributable to Series A, Series B and Series C Liberty Broadband shareholders per common share (note 2) | $ 2.05 | $ 1.29 | $ 6.70 | $ 1.82 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Earnings (Loss) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Consolidated Statements of Comprehensive Earnings (Loss) | ||||
Net earnings (loss) | $ 315 | $ 237 | $ 1,079 | $ 345 |
Other comprehensive earnings (loss), net of taxes: | ||||
Comprehensive earnings (loss) attributable to debt credit risk adjustments | (12) | 2 | 4 | (2) |
Other comprehensive earnings (loss), net of taxes | (12) | 2 | 4 | (2) |
Comprehensive earnings (loss) | 303 | 239 | 1,083 | 343 |
Comprehensive earnings (loss) attributable to Liberty Broadband shareholders | $ 303 | $ 239 | $ 1,083 | $ 343 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net earnings (loss) | $ 1,079 | $ 345 |
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 195 | 199 |
Stock-based compensation | 28 | 31 |
Litigation settlement, net of recoveries | 29 | 86 |
Share of (earnings) losses of affiliate, net | (998) | (752) |
(Gain) loss on dilution of investment in affiliate | 67 | 98 |
Realized and unrealized (gains) losses on financial instruments, net | (362) | 53 |
Deferred income tax expense (benefit) | 16 | (11) |
(Gain) loss on dispositions, net | (179) | (12) |
Other, net | (3) | (2) |
Changes in operating assets and liabilities: | ||
Current and other assets | 131 | 158 |
Payables and other liabilities | (63) | (57) |
Net cash provided by (used in) operating activities | (60) | 136 |
Cash flows from investing activities: | ||
Capital expenditures | (132) | (91) |
Cash received for Charter shares repurchased by Charter | 2,602 | 2,643 |
Cash proceeds from dispositions, net | 163 | |
Other investing activities, net | 4 | 17 |
Net cash provided by (used in) investing activities | 2,637 | 2,569 |
Cash flows from financing activities: | ||
Borrowings of debt | 300 | 1,067 |
Repayments of debt, finance leases and tower obligations | (203) | (1,848) |
Repurchases of Liberty Broadband common stock | (2,641) | (2,911) |
Other financing activities, net | (5) | (1) |
Net cash provided by (used in) financing activities | (2,549) | (3,693) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 28 | (988) |
Cash, cash equivalents and restricted cash, beginning of period | 206 | 1,433 |
Cash, cash equivalents and restricted cash, end of period | $ 234 | $ 445 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Consolidated Statements of Cash Flows | ||
Cash and cash equivalents | $ 203 | $ 191 |
Restricted cash included in other current assets | $ 31 | $ 15 |
Restricted Cash and Cash Equivalents, Current, Asset, Statement of Financial Position [Extensible List] | Prepaid Expense and Other Assets, Current | Prepaid Expense and Other Assets, Current |
Total cash and cash equivalents and restricted cash at end of period | $ 234 | $ 206 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Equity - USD ($) $ in Millions | Series C common stock Common 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) | 345 | 345 | ||||
Other comprehensive earnings (loss), net of taxes | (2) | (2) | ||||
Stock-based compensation | 31 | 31 | ||||
Issuance of common stock upon exercise of stock options | 2 | 2 | ||||
Withholding taxes on net share settlements of stock-based compensation | (4) | (4) | ||||
Liberty Broadband stock repurchases | (2,911) | (2,911) | ||||
Noncontrolling interest activity at Charter and other | 155 | 155 | ||||
Balance at Sep. 30, 2021 | 2 | 7,593 | 13 | 3,511 | 12 | 11,131 |
Balance at Jun. 30, 2021 | 2 | 8,531 | 11 | 3,274 | 12 | 11,830 |
Increase (Decrease) in Stockholders' Equity | ||||||
Net earnings (loss) | 237 | 237 | ||||
Other comprehensive earnings (loss), net of taxes | 2 | 2 | ||||
Stock-based compensation | 11 | 11 | ||||
Issuance of common stock upon exercise of stock options | 1 | 1 | ||||
Withholding taxes on net share settlements of stock-based compensation | (1) | (1) | ||||
Liberty Broadband stock repurchases | (954) | (954) | ||||
Noncontrolling interest activity at Charter and other | 5 | 5 | ||||
Balance at Sep. 30, 2021 | 2 | 7,593 | 13 | 3,511 | 12 | 11,131 |
Balance at Dec. 31, 2021 | 1 | 6,214 | 14 | 3,898 | 12 | 10,139 |
Increase (Decrease) in Stockholders' Equity | ||||||
Net earnings (loss) | 1,079 | 1,079 | ||||
Other comprehensive earnings (loss), net of taxes | 4 | 4 | ||||
Stock-based compensation | 28 | 28 | ||||
Issuance of common stock upon exercise of stock options | 1 | 1 | ||||
Withholding taxes on net share settlements of stock-based compensation | (4) | (4) | ||||
Liberty Broadband stock repurchases | (2,641) | (2,641) | ||||
Noncontrolling interest activity at Charter and other | (34) | 4 | (30) | |||
Balance at Sep. 30, 2022 | 1 | 3,564 | 18 | 4,977 | 16 | 8,576 |
Balance at Jun. 30, 2022 | 1 | 4,319 | 30 | 4,662 | 16 | 9,028 |
Increase (Decrease) in Stockholders' Equity | ||||||
Net earnings (loss) | 315 | 315 | ||||
Other comprehensive earnings (loss), net of taxes | (12) | (12) | ||||
Stock-based compensation | 10 | 10 | ||||
Issuance of common stock upon exercise of stock options | 1 | 1 | ||||
Withholding taxes on net share settlements of stock-based compensation | (1) | (1) | ||||
Liberty Broadband stock repurchases | (751) | (751) | ||||
Noncontrolling interest activity at Charter and other | (14) | (14) | ||||
Balance at Sep. 30, 2022 | $ 1 | $ 3,564 | $ 18 | $ 4,977 | $ 16 | $ 8,576 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 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 aggregate consideration of approximately $194 million, including amounts held in escrow of approximately $23 million. Liberty Broadband recognized a gain on the sale of $179 million, net of fees contingent upon closing, in the second quarter of 2022, which is recorded in Gain (loss) on dispositions, net in the accompanying condensed consolidated statement of operations. Skyhook is included in Corporate and other through April 30, 2022 and is not presented as a discontinued operation as the sale did not represent a strategic shift that had a major effect on Liberty Broadband’s operations and financial results. Included in Revenue in the accompanying condensed consolidated statements of operations is zero and $4 million for the three months ended September 30, 2022 and 2021, respectively, and $6 million and $13 million for the nine months ended September 30, 2022 and 2021, respectively, related to Skyhook. Included in Net earnings (loss) in the accompanying condensed consolidated statement of operations was zero and earnings of less than $1 million for the three months ended September 30, 2022 and 2021, respectively, and earnings of $4 million and losses of $1 million for the nine months ended September 30, 2022 and 2021, respectively, related to Skyhook. Included in Total assets in the accompanying condensed consolidated balance sheets as of December 31, 2021 is $18 million related to Skyhook. 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. As of December 31, 2021, the Company had $669 million available to be used for share repurchases under the Company’s share repurchase program. O During the nine months ended September 30, 2022, we repurchased 21.2 million shares of Liberty Broadband Series A and Series C common stock for a total purchase price of $2,641 million. During the nine months ended September 30, 2021, we repurchased 17.8 million shares of Liberty Broadband Series A and Series C common stock for a total purchase price of $2,911 million. As of September 30, 2022, the amount authorized remaining under the authorized repurchase program is approximately $2,243 million. Exchange Agreement with Chairman On June 13, 2022, Liberty Broadband entered into an Exchange Agreement with its Chairman of the board of directors, John C. Malone, and a revocable trust of which Mr. Malone is the sole trustee and beneficiary (the “JM Trust”) (the “Exchange Agreement”), whereby, among other things, Mr. Malone agreed to an arrangement under which his aggregate voting power in the Company would not exceed 49% (the “Target Voting Power”) plus 0.5% (under certain circumstances). The Exchange Agreement provides for exchanges by the Company and Mr. Malone or the JM Trust of shares of Liberty Broadband Series B common stock for shares of Liberty Broadband Series C common stock in connection with certain events, including (i) any event that would result in a reduction in the outstanding votes that may be cast by holders of the Company’s voting securities or an increase of Mr. Malone’s beneficially-owned voting power in the Company (an “Accretive Event”), in each case, such that Mr. Malone’s voting power in the Company would exceed the Target Voting Power plus 0.5%; or (ii) from and after the occurrence of any Accretive Event, in connection with any event that would result in an increase in the outstanding votes that may be cast by holders of the Company’s voting securities or a decrease of Mr. Malone’s beneficially-owned voting power in the Company (a “Dilutive Event”), in each case, such that Mr. Malone’s voting power in the Company falls below the Target Voting Power less 0.5%. Additionally, the Exchange Agreement contains certain provisions with respect to fundamental events at the Company, meaning any combination, consolidation, merger, exchange offer, split-off, spin-off, rights offering or dividend, in each case, as a result of which holders of Liberty Broadband Series B common stock are entitled to receive securities of the Company, securities of another person, property or cash, or a combination thereof. In connection with an Accretive Event, Mr. Malone or the JM Trust will be required to exchange with the Company shares of Liberty Broadband Series B common stock (as exchanged, the “Exchanged Series B Shares”) for an equal number of shares of Liberty Broadband Series C common stock (as exchanged, the “Exchanged Series C Shares”) so as to maintain Mr. Malone’s voting power as close as possible to, without exceeding, the Target Voting Power, on the terms and subject to the conditions of the Exchange Agreement. In connection with a Dilutive Event, Mr. Malone and the JM Trust may exchange the Exchanged Series C Shares with the Company for an equal number of shares of Liberty Broadband Series B common stock equal to the lesser of (i) the number of shares of Liberty Broadband Series B common stock which would maintain Mr. Malone’s voting power as close as possible to, without exceeding, the Target Voting Power and (ii) the number of Exchanged Series B Shares at such time, on the terms and subject to the conditions of the Exchange Agreement. Under the Exchange Agreement, the JM trust exchanged 215,647 shares of Liberty Broadband Series B common stock for the same number of Liberty Broadband Series C common stock on June 13, 2022, and exchanged 211,255 shares of Liberty Broadband Series B common stock for the same number of Liberty Broadband Series C common stock on July 19, 2022. 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 $3 million for the three months ended September 30, 2022 and 2021, respectively, and $8 million and $10 million for the nine months ended September 30, 2022 and 2021, respectively. Liberty Broadband had a tax sharing receivable with Qurate Retail of $7 million and $86 million as of September 30, 2022 and December 31, 2021, respectively. Recently Announced Accounting Pronouncements model by analogy, including information about the nature of the transactions, the related policy used to account for the transactions, the amounts applicable to each financial statement line item and any significant terms and conditions of the transactions, including commitments and contingencies. This guidance is effective for annual financial statements issued for periods beginning after December 15, 2021, with early adoption permitted. The Company does not expect a significant impact from the adoption of the standard but is currently evaluating the effect that the updated standard will have on its financial disclosures. |
Earnings Attributable to Libert
Earnings Attributable to Liberty Broadband Stockholders Per Common Share | 9 Months Ended |
Sep. 30, 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 the three months ended September 30, 2022 and 2021 are 2 million and zero potential common shares, respectively, because their inclusion would have been antidilutive. Excluded from diluted EPS for the nine months ended September 30, 2022 and 2021 are 1 million and zero potential common shares, respectively, because their inclusion would have been antidilutive. Liberty Broadband Common Stock Three months Three months Nine months Nine months ended ended ended ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 (numbers of shares in millions) Basic WASO 152 181 160 188 Potentially dilutive shares (1) 2 2 1 2 Diluted WASO 154 183 161 190 (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 | 9 Months Ended |
Sep. 30, 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: September 30, 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 $ 165 165 — 118 118 — Indemnification obligation $ 35 — 35 324 — 324 Exchangeable senior debentures $ 1,348 — 1,348 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 and long-term debt (with the exception of the 1.25% Debentures, the 2.75% Debentures and the 1.75% 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 Nine months ended September 30, September 30, 2022 2021 2022 2021 amounts in millions Indemnification obligation $ 138 (8) 287 (49) Exchangeable senior debentures (1) 10 (19) 75 (4) $ 148 (27) 362 (53) (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 $15 million and a gain of $2 million for the three months ended September 30, 2022 and 2021, respectively, and a gain of $5 million and a loss of $3 million for the nine months ended September 30, 2022 and 2021, respectively . The cumulative change was a gain of $12 million as of September 30, 2022. |
Investment in Charter Accounted
Investment in Charter Accounted for Using the Equity Method | 9 Months Ended |
Sep. 30, 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 September 30, 2022, the carrying and market value of Liberty Broadband’s ownership in Charter was approximately $11.5 billion and $14.7 billion, respectively. We own an approximate 31.1% economic ownership interest in Charter, based on shares of Charter’s Class A common stock issued and outstanding as of September 30, 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 September 30, 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 4,952,224 and 3,962,155 shares of Charter Class A common stock to Charter for $2,602 million and $2,643 million during the nine months ended September 30, 2022 and 2021, respectively, to maintain our fully diluted ownership percentage at 26% . Subsequent to September 30, 2022, Liberty Broadband sold 468,388 shares of Charter Class A common stock to Charter for $183 million in October 2022. Investment in Charter The excess basis in our investment in Charter is allocated within memo accounts used for equity method accounting purposes as follows (amounts in millions): September 30, December 31, 2022 2021 Property and equipment $ 573 661 Customer relationships 2,330 2,537 Franchise fees 3,847 3,828 Trademarks 29 29 Goodwill 4,047 4,024 Debt (472) (535) Deferred income tax liability (1,573) (1,626) $ 8,781 8,918 Property and equipment and customer relationships have weighted average remaining useful lives of approximately 5 years and 8 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 change in excess basis for the nine months ended September 30, 2022 was primarily due to an increase in excess basis due to Charter’s share buyback program, partially offset by Liberty Broadband’s participation in Charter’s share buyback program. These impacts were more than offset by amortization expense during the period, resulting in a decrease in the excess basis in Charter from December 31, 2021 to September 30, 2022. The Company’s share of earnings (losses) of affiliate line item in the accompanying condensed consolidated statements of operations includes expenses of $57 million and $59 million, net of related taxes, for the three months ended September 30, 2022 and 2021, respectively, and expenses of $191 million and $181 million, net of related taxes, for the nine months ended September 30, 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 zero and $1 million during the three months ended September 30, 2022 and 2021, respectively, and dilution losses of $67 million and $98 million during the nine months ended September 30, 2022 and 2021, respectively. The dilution losses for the periods presented were primarily 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 and nine months ended September 30, 2022 and 2021. Summarized unaudited financial information for Charter is as follows: Charter condensed consolidated balance sheets September 30, 2022 December 31, 2021 amounts in millions Current assets $ 3,754 3,566 Property and equipment, net 35,005 34,310 Goodwill 29,563 29,562 Intangible assets, net 70,436 71,406 Other assets 4,911 3,647 Total assets $ 143,669 142,491 Current liabilities $ 11,595 12,458 Deferred income taxes 19,153 19,096 Long-term debt 95,510 88,564 Other liabilities 5,061 4,217 Equity 12,350 18,156 Total liabilities and shareholders’ equity $ 143,669 142,491 Charter condensed consolidated statements of operations Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 amounts in millions Revenue $ 13,550 13,146 40,348 38,470 Cost and expenses: Operating costs and expenses (excluding depreciation and amortization) 8,247 7,958 24,574 23,551 Depreciation and amortization 2,177 2,270 6,711 7,065 Other operating expenses, net 202 (9) 141 284 10,626 10,219 31,426 30,900 Operating income 2,924 2,927 8,922 7,570 Interest expense, net (1,160) (1,016) (3,329) (3,003) Other income (expense), net (37) (157) 65 (237) Income tax (expense) benefit (360) (347) (1,194) (844) Net income (loss) 1,367 1,407 4,464 3,486 Less: Net income attributable to noncontrolling interests (182) (190) (605) (442) Net income (loss) attributable to Charter shareholders $ 1,185 1,217 3,859 3,044 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
Intangible Assets | |
Intangible Assets | (5 Intangible Assets Intangible Assets Subject to Amortization, net September 30, 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 (80) 435 515 (49) 466 Other amortizable intangible assets 146 (49) 97 138 (31) 107 Total $ 661 (129) 532 653 (80) 573 Remainder of 2022 $ 16 2023 $ 60 2024 $ 54 2025 $ 52 2026 $ 49 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt | |
Debt | (6) Debt Outstanding principal Carrying value September 30, September 30, December 31, 2022 2022 2021 amounts in millions Margin Loan Facility $ 1,400 1,400 1,300 2.75% Exchangeable Senior Debentures due 2050 575 553 585 1.25% Exchangeable Senior Debentures due 2050 825 780 818 1.75% Exchangeable Senior Debentures due 2046 15 15 25 Senior notes 600 628 632 Senior credit facility 398 398 399 Wells Fargo note payable 5 5 6 Deferred financing costs (3) (4) Total debt $ 3,818 3,776 3,761 Debt classified as current (3) (28) Total long-term debt $ 3,773 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 “ Amendment ”), 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. On the Fourth Amendment Effective Date, substantially simultaneously but after the effectiveness of the Fourth Amendment, SPV repaid $850 million of outstanding Revolving Loans. In the nine months ended September 30, 2022, SPV drew down $300 million on the Revolving Loans and repaid $200 million. Outstanding borrowings under the Margin Loan Agreement were $1.4 billion and $1.3 billion at September 30, 2022 and December 31, 2021, respectively. As of September 30, 2022, SPV was permitted to borrow an additional $900 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. Debentures due 2050 (the “1.25% Debentures) or a holder of the 1.75% exchangeable senior debentures due 2046 (the “1.75% Debentures) does not have the ability to exchange and, accordingly, the 2.75% Debentures, 1.25% Debentures and 1.75% Debentures are classified as long-term debt in the condensed consolidated balance sheet as of September 30, 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 $28 million at September 30, 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 September 30, 2022, there was $248 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 nine months ended September 30, 2021, GCI, LLC repaid $275 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 September 30, 2022. Fair Value of Debt The fair value of the Senior Notes was $500 million at September 30, 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 September 30, 2022. |
Preferred Stock
Preferred Stock | 9 Months Ended |
Sep. 30, 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 7,183,962 shares issued and outstanding 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 August 17, 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 October 17, 2022 to shareholders of record of the Liberty Broadband Preferred Stock at the close of business on September 30, 2022. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 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 $10 million and $28 million of stock-based compensation during the three and nine months ended September 30, 2022, respectively, and $11 million and $31 million of stock-based compensation during the three and nine months ended September 30, 2021, respectively. Liberty Broadband – Grants of Awards During the nine months ended September 30, 2022, Liberty Broadband granted 136 thousand options to purchase shares of Liberty Broadband Series C 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 Liberty Broadband 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 (15) $ 70.16 Forfeited/Cancelled — $ — Outstanding at September 30, 2022 3,604 $ 98.30 3.6 $ 39 Exercisable at September 30, 2022 2,186 $ 67.60 2.7 $ 39 As of September 30, 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 0.2 years and 1.7 years, respectively. As of September 30, 2022, the total unrecognized compensation cost related to unvested Awards was approximately $44 million. Such amount will be recognized in the Company's condensed consolidated statements of operations over a weighted average period of approximately 2.0 years. As of September 30, 2022, Liberty Broadband reserved 3.9 million shares of Liberty Broadband Series A, Series B and Series C common stock for issuance under exercise privileges of outstanding stock Awards. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 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. Mr. John C. Malone, the Chairman of the board of directors of Liberty Broadband and, prior to the Combination, GCI Liberty, in their purported capacities as controlling stockholders and directors of GCI Liberty, and the other directors of GCI Liberty, breached their fiduciary duties by approving the Combination. The complaint also alleged that various prior and current 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. During March 2021 and in advance of the expenditure of significant time and costs to conduct the depositions proposed to have been taken in this action, the parties began negotiations with the class of plaintiffs for a potential settlement of this action. On May 5, 2021, the plaintiffs (on behalf of themselves and other members of a proposed settlement class) and defendants entered into an agreement in principle to settle the litigation pursuant to which the parties agreed that the plaintiffs will dismiss their claims with prejudice, with customary releases, in return for a settlement payment of $110 million to be paid by a wholly owned subsidiary of Liberty Broadband (as successor by merger to GCI Liberty) and/or insurers for the defendants and for GCI Liberty, which was recorded as a litigation settlement expense within operating income in the condensed consolidated statements of operations during the first quarter of 2021. During the third quarter of 2021, the Company made the $110 million settlement payment in accordance with the settlement agreement. In addition, during the third quarter of 2021, the Company agreed to final settlement amounts with all five of its insurance carriers for insurance recoveries of $24 million, which is recorded net of the litigation settlement expense on the condensed consolidated statement of operations. Rural Health Care (“RHC”) Program. During the course of 2022, the FCC’s Enforcement Bureau and GCI Holdings held discussions regarding GCI Holdings potential RHC Program compliance issues related to certain of its contracts with its RHC customers for which GCI Holdings had previously recognized an estimated liability for a probable loss of approximately $12 million in 2019. During the three and nine month periods ended September 30, 2022, GCI Holdings recorded an additional estimated settlement expense of $15 million relating to a settlement offer made by GCI Holdings, resulting in a total estimated liability of $27 million. GCI Holdings also identified certain contracts where additional loss was reasonably possible and such loss could range from zero to $30 million, which is a reduction of the reasonably possible loss range as previously disclosed given the settlement offer made during the third quarter of 2022. An accrual was not made for the amount of the reasonably possible loss in accordance with the applicable accounting guidance. GCI Holdings could also be assessed fines and penalties but such amounts could not be reasonably estimated. Separately, during the third quarter of 2022, GCI Holdings became aware of possible RHC Program compliance issues relating to potential conflicts of interest identified in the historical competitive bidding process with respect to certain of its contracts with its RHC customers. GCI Holdings notified the FCC’s Enforcement Bureau of the potential compliance issues; however, the Company is unable to assess the ultimate outcome of the potential compliance issues and is unable to reasonably estimate any range of loss or possible loss. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 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 nine months ended September 30, 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 Nine months ended September 30, September 30, 2022 2021 2022 2021 amounts in millions GCI Holdings Consumer Revenue Wireless $ 37 34 105 98 Data 58 53 173 158 Other 13 22 41 68 Business Revenue Wireless 12 19 36 56 Data 103 92 288 268 Other 6 7 18 21 Lease, grant, and revenue from subsidies 19 19 58 57 Total GCI Holdings 248 246 719 726 Corporate and other — 4 6 13 Total $ 248 250 725 739 The Company expects to recognize revenue in the future related to performance obligations that are unsatisfied (or partially unsatisfied) of approximately $92 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 Nine months ended September 30, September 30, 2022 2021 2022 2021 amounts in millions GCI Holdings $ 90 89 267 274 Charter 5,210 5,295 15,993 14,967 Corporate and other (7) (9) (21) (36) 5,293 5,375 16,239 15,205 Eliminate equity method affiliate (5,210) (5,295) (15,993) (14,967) Consolidated Liberty Broadband $ 83 80 246 238 Other Information September 30, 2022 Total Investments Capital assets in affiliate expenditures amounts in millions GCI Holdings $ 3,374 — 132 Charter 143,669 — 6,456 Corporate and other 11,745 11,547 — 158,788 11,547 6,588 Eliminate equity method affiliate (143,669) — (6,456) Consolidated Liberty Broadband $ 15,119 11,547 132 Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 amounts in millions Adjusted OIBDA $ 83 80 246 238 Stock-based compensation (10) (11) (28) (31) Depreciation and amortization (66) (68) (195) (199) Litigation settlement, net of recoveries (19) 24 (29) (86) Operating income (loss) (12) 25 (6) (78) Interest expense (35) (28) (91) (90) Share of earnings (loss) of affiliate, net 309 314 998 752 Gain (loss) on dilution of investment in affiliate — (1) (67) (98) Realized and unrealized gains (losses) on financial instruments, net 148 (27) 362 (53) Gain (loss) on dispositions, net — 12 179 12 Other, net (34) 3 (73) 18 Earnings (loss) before income taxes $ 376 298 1,302 463 |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies | |
Recently Announced Accounting Pronouncements | model by analogy, including information about the nature of the transactions, the related policy used to account for the transactions, the amounts applicable to each financial statement line item and any significant terms and conditions of the transactions, including commitments and contingencies. This guidance is effective for annual financial statements issued for periods beginning after December 15, 2021, with early adoption permitted. The Company does not expect a significant impact from the adoption of the standard but is currently evaluating the effect that the updated standard will have on its financial disclosures. |
Earnings Attributable to Libe_2
Earnings Attributable to Liberty Broadband Stockholders Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 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 Nine months Nine months ended ended ended ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 (numbers of shares in millions) Basic WASO 152 181 160 188 Potentially dilutive shares (1) 2 2 1 2 Diluted WASO 154 183 161 190 (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) | 9 Months Ended |
Sep. 30, 2022 | |
Assets and Liabilities Measured at Fair Value | |
Schedule of assets and liabilities measured at fair value | September 30, 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 $ 165 165 — 118 118 — Indemnification obligation $ 35 — 35 324 — 324 Exchangeable senior debentures $ 1,348 — 1,348 1,428 — 1,428 |
Schedule of realized and unrealized gains (losses) on financial instruments | Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 amounts in millions Indemnification obligation $ 138 (8) 287 (49) Exchangeable senior debentures (1) 10 (19) 75 (4) $ 148 (27) 362 (53) (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 $15 million and a gain of $2 million for the three months ended September 30, 2022 and 2021, respectively, and a gain of $5 million and a loss of $3 million for the nine months ended September 30, 2022 and 2021, respectively . The cumulative change was a gain of $12 million as of September 30, 2022. |
Investment in Charter Account_2
Investment in Charter Accounted for Using the Equity Method (Tables) | 9 Months Ended |
Sep. 30, 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 is allocated within memo accounts used for equity method accounting purposes as follows (amounts in millions): September 30, December 31, 2022 2021 Property and equipment $ 573 661 Customer relationships 2,330 2,537 Franchise fees 3,847 3,828 Trademarks 29 29 Goodwill 4,047 4,024 Debt (472) (535) Deferred income tax liability (1,573) (1,626) $ 8,781 8,918 |
Summary of financial information for Charter | Charter condensed consolidated balance sheets September 30, 2022 December 31, 2021 amounts in millions Current assets $ 3,754 3,566 Property and equipment, net 35,005 34,310 Goodwill 29,563 29,562 Intangible assets, net 70,436 71,406 Other assets 4,911 3,647 Total assets $ 143,669 142,491 Current liabilities $ 11,595 12,458 Deferred income taxes 19,153 19,096 Long-term debt 95,510 88,564 Other liabilities 5,061 4,217 Equity 12,350 18,156 Total liabilities and shareholders’ equity $ 143,669 142,491 Charter condensed consolidated statements of operations Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 amounts in millions Revenue $ 13,550 13,146 40,348 38,470 Cost and expenses: Operating costs and expenses (excluding depreciation and amortization) 8,247 7,958 24,574 23,551 Depreciation and amortization 2,177 2,270 6,711 7,065 Other operating expenses, net 202 (9) 141 284 10,626 10,219 31,426 30,900 Operating income 2,924 2,927 8,922 7,570 Interest expense, net (1,160) (1,016) (3,329) (3,003) Other income (expense), net (37) (157) 65 (237) Income tax (expense) benefit (360) (347) (1,194) (844) Net income (loss) 1,367 1,407 4,464 3,486 Less: Net income attributable to noncontrolling interests (182) (190) (605) (442) Net income (loss) attributable to Charter shareholders $ 1,185 1,217 3,859 3,044 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Intangible Assets | |
Schedule of Intangible Assets Subject to Amortization, net | September 30, 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 (80) 435 515 (49) 466 Other amortizable intangible assets 146 (49) 97 138 (31) 107 Total $ 661 (129) 532 653 (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 $ 16 2023 $ 60 2024 $ 54 2025 $ 52 2026 $ 49 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt | |
Schedule of debt | Outstanding principal Carrying value September 30, September 30, December 31, 2022 2022 2021 amounts in millions Margin Loan Facility $ 1,400 1,400 1,300 2.75% Exchangeable Senior Debentures due 2050 575 553 585 1.25% Exchangeable Senior Debentures due 2050 825 780 818 1.75% Exchangeable Senior Debentures due 2046 15 15 25 Senior notes 600 628 632 Senior credit facility 398 398 399 Wells Fargo note payable 5 5 6 Deferred financing costs (3) (4) Total debt $ 3,818 3,776 3,761 Debt classified as current (3) (28) Total long-term debt $ 3,773 3,733 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 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 (15) $ 70.16 Forfeited/Cancelled — $ — Outstanding at September 30, 2022 3,604 $ 98.30 3.6 $ 39 Exercisable at September 30, 2022 2,186 $ 67.60 2.7 $ 39 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Information | |
Schedule of performance measures | Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 amounts in millions GCI Holdings Consumer Revenue Wireless $ 37 34 105 98 Data 58 53 173 158 Other 13 22 41 68 Business Revenue Wireless 12 19 36 56 Data 103 92 288 268 Other 6 7 18 21 Lease, grant, and revenue from subsidies 19 19 58 57 Total GCI Holdings 248 246 719 726 Corporate and other — 4 6 13 Total $ 248 250 725 739 |
Schedule of segment reporting information | Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 amounts in millions GCI Holdings $ 90 89 267 274 Charter 5,210 5,295 15,993 14,967 Corporate and other (7) (9) (21) (36) 5,293 5,375 16,239 15,205 Eliminate equity method affiliate (5,210) (5,295) (15,993) (14,967) Consolidated Liberty Broadband $ 83 80 246 238 September 30, 2022 Total Investments Capital assets in affiliate expenditures amounts in millions GCI Holdings $ 3,374 — 132 Charter 143,669 — 6,456 Corporate and other 11,745 11,547 — 158,788 11,547 6,588 Eliminate equity method affiliate (143,669) — (6,456) Consolidated Liberty Broadband $ 15,119 11,547 132 |
Schedule of reconciliation of segment Adjusted OIBDA to earnings (loss) before income taxes | Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 amounts in millions Adjusted OIBDA $ 83 80 246 238 Stock-based compensation (10) (11) (28) (31) Depreciation and amortization (66) (68) (195) (199) Litigation settlement, net of recoveries (19) 24 (29) (86) Operating income (loss) (12) 25 (6) (78) Interest expense (35) (28) (91) (90) Share of earnings (loss) of affiliate, net 309 314 998 752 Gain (loss) on dilution of investment in affiliate — (1) (67) (98) Realized and unrealized gains (losses) on financial instruments, net 148 (27) 362 (53) Gain (loss) on dispositions, net — 12 179 12 Other, net (34) 3 (73) 18 Earnings (loss) before income taxes $ 376 298 1,302 463 |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
May 02, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Aug. 17, 2022 | Jan. 26, 2022 | |
Gain (loss) on dispositions, net (note 1) | $ 12 | $ 179 | $ 12 | |||||
Stock Buyback Program | ||||||||
Remaining authorized repurchase amount | $ 669 | |||||||
Liberty | ||||||||
Reimbursable amount | $ 3 | 3 | 8 | $ 10 | ||||
Qurate Retail | ||||||||
Tax sharing receivable | 7 | $ 7 | $ 86 | |||||
CEO | Liberty | ||||||||
CEO compensation allocation percentage | 33% | |||||||
Charter. | ||||||||
Fully Diluted Ownership Percentage | 26% | |||||||
Series A and C Common Stock | ||||||||
Stock Repurchase Program, Authorized Amount | $ 2,000 | $ 2,215 | ||||||
Number of shares repurchased | 21.2 | 17.8 | ||||||
Value of stock repurchased | $ 2,641 | $ 2,911 | ||||||
Remaining authorized repurchase amount | 2,243 | 2,243 | ||||||
Skyhook | ||||||||
Sales on proceeds | $ 194 | |||||||
Skyhook | Disposal Group | ||||||||
Escrow amount | 23 | |||||||
Gain (loss) on dispositions, net (note 1) | $ 179 | |||||||
Disposal group revenue | 0 | 4 | 6 | 13 | ||||
Disposal group net income (loss) | $ 0 | $ 4 | $ (1) | |||||
Disposal group assets | $ 18 | |||||||
Skyhook | Disposal Group | Maximum | ||||||||
Disposal group net income (loss) | $ 1 |
Basis of Presentation - Exchang
Basis of Presentation - Exchange Agreement with Chairman (Details) - shares | Jul. 19, 2022 | Jun. 13, 2022 |
Series B common stock | ||
Basis of Presentation | ||
Shares converted | 211,255 | 215,647 |
Board of Directors Chairman | ||
Basis of Presentation | ||
Certain circumstances percentage | 0.50% | |
Target voting power percentage | 49% |
Earnings Attributable to Libe_3
Earnings Attributable to Liberty Broadband Stockholders Per Common Share (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Attributable to Liberty Broadband Stockholders Per Common Share | ||||
Antidilutive shares | 2 | 0 | 1 | 0 |
Basic WASO | 152 | 181 | 160 | 188 |
Potentially dilutive shares | 2 | 2 | 1 | 2 |
Diluted WASO | 154 | 183 | 161 | 190 |
Assets and Liabilities Measur_3
Assets and Liabilities Measured at Fair Value - Schedule of Assets and Liabilities (Details) - Recurring - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | $ 165 | $ 118 |
Indemnification obligation | 35 | 324 |
Exchangeable senior debentures | 1,348 | 1,428 |
Quoted prices in active markets for identical assets (Level 1) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 165 | 118 |
Significant other observable inputs (Level 2) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Indemnification obligation | 35 | 324 |
Exchangeable senior debentures | $ 1,348 | $ 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 | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 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) | $ 148 | $ (27) | $ 362 | $ (53) |
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) | 138 | (8) | 287 | (49) |
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) | $ 10 | $ (19) | $ 75 | $ (4) |
Assets and Liabilities Measur_5
Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
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% | 1.75% | ||
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% | 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% | 2.75% | ||
Exchangeable senior debentures | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Change in fair value | $ (15) | $ 2 | $ 5 | $ (3) | |
Cumulative change | $ 12 | ||||
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% | 1.75% |
Investment in Affiliates Accoun
Investment in Affiliates Accounted for Using the Equity Method (Details) - Charter. - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | ||
Oct. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Investments in affiliates accounted for using the Equity Method | ||||
Carrying value of equity method investment | $ 11,547 | $ 13,260 | ||
Market value of equity method investment | $ 14,700 | |||
Ownership capped percentage | 25.01% | |||
Fully diluted ownership percentage | 26% | |||
Ownership percentage | 31.10% | |||
Voting interest cap | 25.01% | |||
Series A common stock | ||||
Investments in affiliates accounted for using the Equity Method | ||||
Equity investment shares sold | 4,952,224 | 3,962,155 | ||
Proceeds from sale of equity method investments | $ 2,602 | $ 2,643 | ||
Series A common stock | Subsequent event | ||||
Investments in affiliates accounted for using the Equity Method | ||||
Equity investment shares sold | 468,388 | |||
Proceeds from sale of equity method investments | $ 183 |
Investments in Affiliates Accou
Investments in Affiliates Accounted for Using the Equity Method - Excess Basis Allocation (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Excess basis allocation within memo accounts | |||||
Share of earnings (loss) of affiliates, net | $ 309 | $ 314 | $ 998 | $ 752 | |
Loss on dilution of investment in affiliate | (1) | (67) | (98) | ||
Charter. | |||||
Excess basis allocation within memo accounts | |||||
Property and equipment | 573 | 573 | $ 661 | ||
Customer relationships | 2,330 | 2,330 | 2,537 | ||
Franchise fees | 3,847 | 3,847 | 3,828 | ||
Trademarks | 29 | 29 | 29 | ||
Goodwill | 4,047 | 4,047 | 4,024 | ||
Debt | (472) | (472) | (535) | ||
Deferred income tax liability | (1,573) | (1,573) | (1,626) | ||
Total | 8,781 | 8,781 | $ 8,918 | ||
Amortization of Deferred Charges | 57 | 59 | 191 | 181 | |
Loss on dilution of investment in affiliate | $ 0 | $ (1) | $ (67) | $ (98) | |
Charter. | Customer relationships | |||||
Excess basis allocation within memo accounts | |||||
Remaining useful lives of customer relationships | 8 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 | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Investments in affiliates accounted for using the Equity Method | |||||
Current assets | $ 492 | $ 492 | $ 459 | ||
Property and equipment, net | 1,022 | 1,022 | 1,031 | ||
Goodwill | 755 | 755 | 762 | ||
Other assets | 177 | 177 | 210 | ||
Total assets | 15,119 | 15,119 | 16,968 | ||
Current liabilities | 244 | 244 | 582 | ||
Deferred income taxes | 2,007 | 2,007 | 1,998 | ||
Long-term debt | 3,776 | 3,776 | 3,761 | ||
Other liabilities | 156 | 156 | 189 | ||
Equity | 8,560 | 8,560 | 10,127 | ||
Total liabilities and equity | 15,119 | 15,119 | 16,968 | ||
Operating costs and expenses (excluding depreciation and amortization) | 64 | $ 71 | 190 | $ 207 | |
Depreciation and amortization | 66 | 68 | 195 | 199 | |
Total operating costs and expenses | 260 | 225 | 731 | 817 | |
Operating income (loss) | (12) | 25 | (6) | (78) | |
Interest expense, net | (35) | (28) | (91) | (90) | |
Other income (expense), net | (34) | 3 | (73) | 18 | |
Income tax benefit (expense) | (61) | (61) | (223) | (118) | |
Net earnings (loss) | 315 | 237 | 1,079 | 345 | |
Net earnings (loss) attributable to Liberty Broadband shareholders | 315 | 237 | 1,079 | 345 | |
Charter. | |||||
Investments in affiliates accounted for using the Equity Method | |||||
Current assets | 3,754 | 3,754 | 3,566 | ||
Property and equipment, net | 35,005 | 35,005 | 34,310 | ||
Goodwill | 29,563 | 29,563 | 29,562 | ||
Intangible assets, net | 70,436 | 70,436 | 71,406 | ||
Other assets | 4,911 | 4,911 | 3,647 | ||
Total assets | 143,669 | 143,669 | 142,491 | ||
Current liabilities | 11,595 | 11,595 | 12,458 | ||
Deferred income taxes | 19,153 | 19,153 | 19,096 | ||
Long-term debt | 95,510 | 95,510 | 88,564 | ||
Other liabilities | 5,061 | 5,061 | 4,217 | ||
Equity | 12,350 | 12,350 | 18,156 | ||
Total liabilities and equity | 143,669 | 143,669 | $ 142,491 | ||
Revenue | 13,550 | 13,146 | 40,348 | 38,470 | |
Operating costs and expenses (excluding depreciation and amortization) | 8,247 | 7,958 | 24,574 | 23,551 | |
Depreciation and amortization | 2,177 | 2,270 | 6,711 | 7,065 | |
Other operating expenses, net | 202 | (9) | 141 | 284 | |
Total operating costs and expenses | 10,626 | 10,219 | 31,426 | 30,900 | |
Operating income (loss) | 2,924 | 2,927 | 8,922 | 7,570 | |
Interest expense, net | (1,160) | (1,016) | (3,329) | (3,003) | |
Other income (expense), net | (37) | (157) | 65 | (237) | |
Income tax benefit (expense) | (360) | (347) | (1,194) | (844) | |
Net earnings (loss) | 1,367 | 1,407 | 4,464 | 3,486 | |
Less: Net income attributable to noncontrolling interests | (182) | (190) | (605) | (442) | |
Net earnings (loss) attributable to Liberty Broadband shareholders | $ 1,185 | $ 1,217 | $ 3,859 | $ 3,044 |
Intangible Assets - Intangible
Intangible Assets - Intangible Assets Subject to Amortization (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 661 | $ 653 |
Accumulated Amortization | (129) | (80) |
Net carrying amount | 532 | 573 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 515 | 515 |
Accumulated Amortization | (80) | (49) |
Net carrying amount | 435 | 466 |
Other amortizable intangible assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 146 | 138 |
Accumulated Amortization | (49) | (31) |
Net carrying amount | $ 97 | $ 107 |
Intangible Assets - Future Amor
Intangible Assets - Future Amortization Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Intangible Assets | ||||
Amortization expense | $ 17 | $ 19 | $ 50 | $ 56 |
Years ending December 31, | ||||
Remainder of 2022 | 16 | 16 | ||
2023 | 60 | 60 | ||
2024 | 54 | 54 | ||
2025 | 52 | 52 | ||
2026 | $ 49 | $ 49 |
Debt - Summary of Debt (Details
Debt - Summary of Debt (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Outstanding principal | $ 3,818 | |
Deferred financing costs | (3) | $ (4) |
Total | 3,776 | 3,761 |
Debt classified as current | (3) | (28) |
Total long-term debt | 3,773 | 3,733 |
2.75% Exchangeable Senior Debentures due 2050 | ||
Debt Instrument [Line Items] | ||
Outstanding principal | 575 | |
Carrying value | $ 553 | $ 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 | $ 780 | $ 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 | $ 15 | $ 25 |
Interest rate (as a percent) | 1.75% | 1.75% |
Senior notes | ||
Debt Instrument [Line Items] | ||
Outstanding principal | $ 600 | |
Carrying value | 628 | $ 632 |
Line of credit | ||
Debt Instrument [Line Items] | ||
Outstanding principal | 398 | |
Carrying value | 398 | 399 |
Wells Fargo note payable | ||
Debt Instrument [Line Items] | ||
Outstanding principal | 5 | |
Carrying value | 5 | 6 |
SPV | Margin Loan Facility | ||
Debt Instrument [Line Items] | ||
Outstanding principal | 1,400 | |
Carrying value | $ 1,400 | $ 1,300 |
Debt (Details)
Debt (Details) - USD ($) shares in Millions, $ in Millions | 9 Months Ended | ||||
May 12, 2021 | Dec. 18, 2020 | Aug. 12, 2020 | Sep. 30, 2022 | Dec. 31, 2021 | |
2.75% Exchangeable Senior Debentures due 2050 | |||||
Debt disclosures | |||||
Carrying value | $ 553 | $ 585 | |||
Interest rate (as a percent) | 2.75% | 2.75% | |||
1.25% Exchangeable Senior Debentures due 2050 | |||||
Debt disclosures | |||||
Carrying value | $ 780 | $ 818 | |||
Interest rate (as a percent) | 1.25% | 1.25% | |||
1.75% Exchangeable Senior Debentures due 2046 | |||||
Debt disclosures | |||||
Carrying value | $ 15 | $ 25 | |||
Interest rate (as a percent) | 1.75% | 1.75% | |||
Line of credit | |||||
Debt disclosures | |||||
Carrying value | $ 398 | $ 399 | |||
SPV | Margin Loan Facility | |||||
Debt disclosures | |||||
Borrowings | 300 | ||||
Repayments of debt | 200 | ||||
Carrying value | $ 1,400 | $ 1,300 | |||
Outstanding revolving loans | $ 850 | ||||
Number of business days prior to the maturity date | 5 days | ||||
Remaining borrowing capacity | $ 900 | ||||
SPV | Margin Loan Facility | Charter. | Asset Pledged as Collateral | |||||
Debt disclosures | |||||
Shares owned | 12.3 | ||||
Value of pledged collateral | $ 3,700 | ||||
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 | 9 Months Ended | |||||
Oct. 15, 2021 USD ($) | Dec. 18, 2020 USD ($) | Oct. 15, 2020 | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||||
Outstanding principal | $ 3,818 | |||||
Fair value of debt | 1,348 | $ 1,403 | ||||
Term Loan A | GCI, LLC | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 250 | |||||
Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Fair value of debt | 500 | |||||
Senior Notes | GCI Liberty Inc | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding principal | $ 600 | |||||
Interest rate (as a percent) | 4.75% | |||||
Aggregate unamortized premium | 28 | |||||
Line of credit | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding principal | 398 | |||||
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 | $ 275 | |||||
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 | $ 248 | |||||
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% | |||||
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% | |||||
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 | |||||
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 | 9 Months Ended | ||
Oct. 17, 2022 $ / shares | Dec. 18, 2020 USD ($) period $ / shares | Sep. 30, 2022 Vote / shares shares | |
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% | ||
Failure to pay cash dividends, number of periods | period | 4 | ||
Potential increase in dividend rate, over four dividend periods | 2% | ||
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 | 7,183,962 | ||
Preferred shares, shares outstanding | 7,183,962 | ||
GCI Liberty Inc | |||
Preferred stock distribution ratio | 1 |
Stock-Based Compensation - Comp
Stock-Based Compensation - Compensation expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Stock-Based Compensation | ||||
Stock-based compensation | $ 10 | $ 11 | $ 28 | $ 31 |
Stock-Based Compensation - Ince
Stock-Based Compensation - Incentive Plans and Grants of Stock Awards (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Fair value assumptions | |
Dividend rate | 0% |
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 | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | |
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 | $ | $ 44 |
Period over which unrecognized compensation cost will be recognized | 2 years |
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 | 2 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 | 1 year 8 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) | (15,000) |
Outstanding ending balance (in shares) | 3,604,000 |
Number of awards exercisable (in shares) | 2,186,000 |
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 | 70.16 |
WAEP Outstanding ending balance (in dollars per share) | $ / shares | 98.30 |
WAEP options exercisable (in dollars per share) | $ / shares | $ 67.60 |
Options additional disclosures | |
Weighted average remaining contractual life outstanding | 3 years 7 months 6 days |
Weighted average remaining contractual life exercisable | 2 years 8 months 12 days |
Aggregate intrinsic value outstanding | $ | $ 39 |
Aggregate intrinsic value exercisable | $ | $ 39 |
Options | CEO | Series C common stock | |
Options | |
Options granted (in shares) | 136,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
May 05, 2021 USD ($) | Oct. 31, 2020 plaintiff | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) item | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) item | Dec. 31, 2019 USD ($) | |
Other Commitments [Line Items] | |||||||
Litigation settlement expense | $ 19 | $ (24) | $ 29 | $ 86 | |||
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 | 110 | |||||
Insurance recoveries | $ 24 | ||||||
Number of insurance carriers | item | 5 | 5 | |||||
GCI Holdings | Rural Health Care ("RHC") Program | |||||||
Other Commitments [Line Items] | |||||||
Litigation settlement expense | 15 | 15 | |||||
Estimated Litigation Liability | 27 | 27 | $ 12 | ||||
GCI Holdings | Minimum | Rural Health Care ("RHC") Program | |||||||
Other Commitments [Line Items] | |||||||
Potential additional loss | 0 | 0 | |||||
GCI Holdings | Maximum | Rural Health Care ("RHC") Program | |||||||
Other Commitments [Line Items] | |||||||
Potential additional loss | 30 | 30 | |||||
GCI Holdings | Rural Health Care ("RHC") Program | |||||||
Other Commitments [Line Items] | |||||||
Litigation settlement expense | 4 | 14 | |||||
Estimated Litigation Liability | $ 14 | $ 14 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Segment information | |||||
Gross receivables | $ 197 | $ 197 | $ 217 | ||
Deferred revenue | 32 | 32 | 32 | ||
Revenue | 248 | $ 250 | 725 | $ 739 | |
Adjusted OIBDA | 83 | 80 | 246 | 238 | |
Total assets | 15,119 | 15,119 | $ 16,968 | ||
Investments in affiliates | 11,547 | 11,547 | |||
Capital expenditures | $ 132 | ||||
Charter | |||||
Segment information | |||||
Financial results included in the disclosure (as a percent) | 100% | ||||
Operating segments | GCI Holdings | |||||
Segment information | |||||
Revenue | 248 | 246 | $ 719 | 726 | |
Adjusted OIBDA | 90 | 89 | 267 | 274 | |
Total assets | 3,374 | 3,374 | |||
Capital expenditures | 132 | ||||
Operating segments | GCI Holdings | Lease, grant, and revenue from subsidies | |||||
Segment information | |||||
Revenue | 19 | 19 | 58 | 57 | |
Operating segments | GCI Holdings | Consumer Revenue | Wireless | |||||
Segment information | |||||
Revenue | 37 | 34 | 105 | 98 | |
Operating segments | GCI Holdings | Consumer Revenue | Data | |||||
Segment information | |||||
Revenue | 58 | 53 | 173 | 158 | |
Operating segments | GCI Holdings | Consumer Revenue | Other revenue | |||||
Segment information | |||||
Revenue | 13 | 22 | 41 | 68 | |
Operating segments | GCI Holdings | Business Revenue | Wireless | |||||
Segment information | |||||
Revenue | 12 | 19 | 36 | 56 | |
Operating segments | GCI Holdings | Business Revenue | Data | |||||
Segment information | |||||
Revenue | 103 | 92 | 288 | 268 | |
Operating segments | GCI Holdings | Business Revenue | Other revenue | |||||
Segment information | |||||
Revenue | 6 | 7 | 18 | 21 | |
Operating segments | Charter | |||||
Segment information | |||||
Revenue | 13,550 | 13,146 | 40,348 | 38,470 | |
Adjusted OIBDA | 5,210 | 5,295 | 15,993 | 14,967 | |
Total assets | 143,669 | 143,669 | |||
Capital expenditures | 6,456 | ||||
Corporate and other | |||||
Segment information | |||||
Revenue | 4 | 6 | 13 | ||
Adjusted OIBDA | (7) | (9) | (21) | (36) | |
Total assets | 11,745 | 11,745 | |||
Investments in affiliates | 11,547 | 11,547 | |||
Operating Segments and Corporate and Other | |||||
Segment information | |||||
Adjusted OIBDA | 5,293 | 5,375 | 16,239 | 15,205 | |
Total assets | 158,788 | 158,788 | |||
Investments in affiliates | 11,547 | 11,547 | |||
Capital expenditures | 6,588 | ||||
Eliminate equity method affiliate | |||||
Segment information | |||||
Adjusted OIBDA | (5,210) | $ (5,295) | (15,993) | $ (14,967) | |
Total assets | $ (143,669) | (143,669) | |||
Capital expenditures | $ (6,456) |
Segment Information - Performan
Segment Information - Performance Obligations (Details) $ in Millions | Sep. 30, 2022 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 92 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 3 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 | $ 238 |
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 | $ 91 |
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 | $ 63 |
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 | $ 73 |
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 | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Reconciliation of consolidated segment Adjusted OIBDA to earnings (loss) before income taxes | ||||
Adjusted OIBDA | $ 83 | $ 80 | $ 246 | $ 238 |
Stock-based compensation | (10) | (11) | (28) | (31) |
Depreciation and amortization | (66) | (68) | (195) | (199) |
Litigation settlement, net of recoveries | (19) | 24 | (29) | (86) |
Operating income (loss) | (12) | 25 | (6) | (78) |
Interest expense, net | (35) | (28) | (91) | (90) |
Share of earnings (loss) of affiliates, net | 309 | 314 | 998 | 752 |
Gain (loss) on dilution of investment in affiliate | (1) | (67) | (98) | |
Realized and unrealized gains (losses) on financial instruments, net | 148 | (27) | 362 | (53) |
Gain (loss) on dispositions, net (note 1) | 12 | 179 | 12 | |
Other, net | (34) | 3 | (73) | 18 |
Earnings (loss) before income taxes | $ 376 | $ 298 | $ 1,302 | $ 463 |