Annual report [Section 13 and 15(d), not S-K Item 405]

Investment in Charter Accounted for Using the Equity Method

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Investment in Charter Accounted for Using the Equity Method
12 Months Ended
Dec. 31, 2025
Investment in Charter Accounted for Using the Equity Method  
Investment in Charter Accounted for Using the Equity Method

(6) Investment in Charter Accounted for Using the Equity Method

Through a number of prior years’ transactions, 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 December 31, 2025, the carrying and market value of Liberty Broadband’s ownership in Charter was approximately $8.7 billion and $8.7 billion, respectively. We own an approximate 32.8% economic ownership interest in Charter, based on shares of Charter’s Class A common stock issued and outstanding as of December 31, 2025.

As discussed in more detail in note 1, Charter has agreed to acquire Liberty Broadband. The Stockholders Agreement and Letter Agreement, as amended by the Stockholders and Letter Agreement Amendment, sets forth certain agreements relating to the governance of Charter and the participation of Liberty Broadband in Charter’s share repurchase program.

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 (as defined below) (the “Equity Cap”). Pursuant to the Stockholders and Letter Agreement Amendment, Liberty Broadband is exempt from the Equity Cap to the extent Liberty Broadband’s equity ownership in Charter exceeds such Equity Cap solely as a result of the repurchase provisions in the Stockholders and Letter Agreement Amendment. In the event the Merger Agreement is terminated, Liberty Broadband’s equity ownership in Charter (on a fully diluted basis) is capped at the greater of the Voting Cap or the percentage of equity owned (on a fully diluted basis) by Liberty Broadband on the termination date of the Merger Agreement. As of December 31, 2025, due to Liberty Broadband’s voting interest exceeding the current voting cap of 25.01% (the “Voting Cap”), our voting control of the aggregate voting power of Charter is 25.01%. Under the Stockholders Agreement and the Stockholders and Letter Agreement Amendment, Liberty Broadband has agreed to vote 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 the

Letter Agreement in order to implement, facilitate and satisfy the terms of the Stockholders Agreement with respect to the Equity Cap. Pursuant to the Letter Agreement, following any month during which Charter purchases, redeems or buys back shares of its Class A common stock, and prior to certain meetings of Charter’s stockholders, Liberty Broadband will be obligated to sell to Charter, and Charter will be obligated to purchase, such number of shares of Class A common stock as is necessary (if any) to reduce Liberty Broadband’s percentage equity interest, on a fully diluted basis, to the Equity Cap (such transaction, a “Charter Repurchase”). The 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). Charter Repurchases during the pendency of the proposed Transactions under the Merger Agreement are governed by the Stockholders and Letter Agreement Amendment as described below.

Interim Merger Period Stock Repurchases

Simultaneously with the execution and delivery of the Merger Agreement, Charter, Liberty Broadband and A/N have entered into an amendment to (i) the Stockholders Agreement, and (ii) the Letter Agreement. The Stockholders Agreement and the Letter Agreement, as amended by the Stockholders and Letter Agreement Amendment sets forth certain agreements relating to the governance of Charter and the participation of Liberty Broadband in Charter’s share repurchase program.

Pursuant to the Stockholders and Letter Agreement Amendment, each month during the pendency of the proposed Transactions under the Merger Agreement, Charter is intended to repurchase shares of Charter Class A common stock from Liberty Broadband in an amount equal to the greater of (i) $100 million, and (ii) an amount such that immediately after giving effect thereto, Liberty Broadband would have sufficient cash to satisfy certain obligations as set forth in the Stockholders and Letter Agreement Amendment and Merger Agreement, provided that if any repurchase would reduce Liberty Broadband’s equity interest in Charter below 25.25% after giving effect to such repurchase or if all or a portion of such repurchase is not permissible, then Charter shall instead loan to Liberty Broadband an amount equal to the lesser of (x) the repurchase amount that cannot be repurchased and (y) the Liberty Broadband minimum liquidity threshold less the repurchase amount that is repurchased, with such loan to occur on the terms set forth in the Stockholders and Letter Agreement Amendment, in each case, subject to certain conditions. From and after the date Liberty Broadband’s 3.125% Debentures due 2053 are no longer outstanding, the amount of monthly repurchases would instead the lesser of (i) $100 million and (ii) an amount equal to the sum of (x) an amount such that immediately after giving effect thereto, Liberty Broadband would satisfy certain minimum liquidity requirements as set forth in the Stockholders and Letter Agreement Amendment and (y) the aggregate principal amount outstanding under the Margin Loan Facility. The per share sales price shall be determined as set forth in the Letter Agreement, provided that if Charter has not repurchased shares of its common stock during the relevant repurchase period, the repurchase price shall be based on a Bloomberg Volume Weighted Average Price methodology proposed by Charter and reasonably acceptable to Liberty Broadband.

Under the terms of the Stockholders and Letter Agreement Amendment and original Letter Agreement, Liberty Broadband sold Charter Class A common stock to Charter as follows:

Years ended December 31,

2025

 

2024

2023

dollar amounts in millions

Number of Charter Class A shares sold to Charter

3,757,599

980,558

950,721

Amount of Charter Class A shares sold to Charter

$

1,200

335

394

Subsequent to December 31, 2025, Liberty Broadband sold 484,708 shares of Charter Class A common stock to Charter for $100 million.

During the years ended December 31, 2025, 2024 and 2023, there were dilution losses of $96 million, $32 million, and $60 million, respectively, in the Company’s investment in Charter. The dilution losses were primarily attributable to the exercise of stock options and restricted stock units held by employees and other third parties at differing share prices, partially offset by net gains on dilution related to Charter’s repurchase of Liberty Broadband’s Charter shares during the periods presented.

The excess basis in our investment in Charter is allocated within memo accounts used for equity method accounting purposes as follows (amounts in millions):

Years ended December 31,

2025

2024

Property and equipment, net

  ​ ​ ​

$

183

280

Customer relationships, net

 

1,596

1,751

Franchise fees

 

850

3,843

Trademarks

 

6

29

Goodwill

 

1,519

3,845

Debt

 

(121)

(251)

Deferred income tax liability

 

(628)

(1,413)

$

3,405

8,084

Property and equipment and customer relationships have weighted average remaining useful lives of approximately 2 years and 6 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 decrease in excess basis for the year ended December 31, 2025 was primarily due to a $4.4 billion impairment loss on our equity method investment, as further described below. The decrease in excess basis was also impacted by amortization expense during the period. Included in our share of earnings (losses) from Charter of ($3,062) million, $1,323 million and $1,155 million for the years ended December 31, 2025, 2024 and 2023, respectively, are $266 million, $303 million and $277 million, respectively, of losses, net of related taxes, due to the amortization of the excess basis related to assets with identifiable useful lives and debt.

Due to a sustained decline in Charter’s share price, we recorded a $4.4 billion impairment loss on our equity method investment in Charter during the fourth quarter of 2025, reducing our investment balance to fair value determined using Charter’s share price, which is a Level 1 fair value input. The impairment reflects an other than temporary decline in our investment in Charter’s fair value. We will continue to monitor Charter’s share price, among other relevant considerations, to determine if the carrying value of our investment is appropriate. Future declines in share price could result in additional impairments, which could be material.

Summarized financial information for Charter is as follows:

Charter Consolidated Balance Sheets

  ​ ​ ​

December 31,

 

December 31,

2025

 

2024

amounts in millions

Current assets

$

5,144

4,233

Property and equipment, net

 

46,444

42,913

Goodwill

 

29,710

29,674

Intangible assets, net

 

67,911

68,437

Other assets

 

5,004

4,763

Total assets

$

154,213

150,020

Current liabilities

$

13,306

13,486

Deferred income taxes

 

19,841

18,845

Long-term debt

 

94,006

92,134

Other liabilities

 

6,541

5,848

Equity

 

20,519

19,707

Total liabilities and shareholders' equity

$

154,213

150,020

Charter Consolidated Statements of Operations

Years ended December 31,

2025

 

2024

2023

amounts in millions

Revenue

$

54,774

55,085

54,607

Cost and expenses:

Operating costs and expenses (excluding depreciation and amortization)

 

32,739

33,167

33,405

Depreciation and amortization

 

8,711

8,673

8,696

Other operating (income) expense, net

 

416

127

(53)

 

41,866

41,967

42,048

Operating income

 

12,908

13,118

12,559

Interest expense, net

 

(5,042)

(5,229)

(5,188)

Other income (expense), net

 

(408)

(387)

(517)

Income tax (expense) benefit

 

(1,692)

(1,649)

(1,593)

Net income (loss)

5,766

5,853

5,261

Less: Net income attributable to noncontrolling interests

(779)

(770)

(704)

Net income (loss) attributable to Charter shareholders

$

4,987

5,083

4,557