Quarterly report pursuant to Section 13 or 15(d)

Investment in Charter Accounted for Using the Equity Method

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Investment in Charter Accounted for Using the Equity Method
3 Months Ended
Mar. 31, 2018
Investment in Charter Accounted for Using the Equity Method  
Investment in Charter Accounted for Using the Equity Method

(5) 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 ownership interest and the board seats held by individuals appointed by Liberty Broadband. As of March 31, 2018, the carrying value of Liberty Broadband’s ownership in Charter was approximately $11,866 million. The market value of Liberty Broadband’s ownership in Charter as of March 31, 2018 was approximately $16,828 million, which represented an approximate economic ownership of 23% of the outstanding equity of Charter as of that date.

Pursuant to proxy agreements with GCI Liberty (see below) and A/N (the “GCI Liberty Proxy” and “A/N Proxy”, respectively), Liberty Broadband has an irrevocable proxy to vote certain shares of Charter common stock owned beneficially or of record by GCI Liberty and A/N following the closing of the Time Warner Cable Merger, for a five year term subject to extension upon the mutual agreement of both parties, subject to certain limitations.

In March 2018, Liberty Interactive completed its previously announced transactions with GCI Liberty and, in connection with the completion of these transactions, the proxy agreement with Liberty Interactive was assigned to GCI Liberty.

As a result of the A/N Proxy and the GCI Liberty Proxy, Liberty Broadband controls 25.01% of the aggregate voting power of Charter following the completion of the Time Warner Cable Merger and the Bright House Transaction and is Charter’s largest stockholder.

Additionally, so long as the A/N Proxy is in effect, if A/N proposes to transfer common units of Charter Communications Holdings, LLC (which units are exchangeable into Charter shares and which will, under certain circumstances, result in the conversion of certain shares of Class B Common Stock into Charter shares) or Charter shares, in each case, constituting either (i) shares representing the first 7.0% of the outstanding voting power of Charter held by A/N or (ii) shares representing the last 7.0% of the outstanding voting power of New Charter held by A/N, Liberty Broadband will have a right of first refusal (“ROFR”) to purchase all or a portion of any such securities A/N proposes to transfer. The purchase price per share for any securities sold to Liberty Broadband pursuant to the ROFR will be the volume-weighted average price of Charter shares for the two trading day period before the notice of a proposed sale by A/N, payable in cash. Certain transfers are permitted to affiliates of A/N, subject to the transferee entity entering into an agreement assuming the transferor’s obligations under the A/N Proxy.

Investment in Charter

The excess basis in our investment in Charter has increased to $3,037 million as of March 31, 2018 allocated within memo accounts used for equity accounting purposes as follows (amounts in millions):

 

 

 

 

 

 

 

 

 

March 31,

 

December 31,

 

 

 

2018

 

2017

Property and equipment

    

$

351

 

361

Customer relationships

 

 

693

 

689

Franchise fees

 

 

1,701

 

1,670

Trademarks

 

 

29

 

29

Goodwill

 

 

1,031

 

986

Debt

 

 

(99)

 

(98)

Deferred income tax liability

 

 

(669)

 

(662)

 

 

$

3,037

 

2,975

 

Upon acquisition, Liberty Broadband ascribed remaining useful lives of 7 years and 13 years to property and equipment and customer relationships, respectively, and indefinite lives to franchise fees, trademarks and goodwill. The excess basis of outstanding debt is amortized over the contractual period using the effective interest rate method. The increase in excess basis for the three months ended March 31, 2018, was primarily due to Charter’s share buyback program. The Company’s share of earnings (losses) of affiliates line item in the accompanying condensed consolidated statements of operations includes expenses of $28.7 million and $12.1 million, net of related taxes, for the three months ended March 31, 2018 and 2017, respectively, due to the amortization of the excess basis related to assets with identifiable useful lives and debt. 

The Company had a dilution loss of $26.8 million and $32.1 million during the three months ended March 31, 2018 and 2017, respectively. The dilution losses for the three months ended March 31, 2017 was attributable to stock option exercises by employees and other third parties at prices below Liberty Broadband’s book basis per share.

 

Accounting Change

 

Charter adopted the new revenue guidance, as described in note 2, on January 1, 2018 using the modified retrospective transition method with a cumulative-effect adjustment to equity. The January 1, 2018 adoption cumulative-effect adjustment consisted of an increase to other noncurrent assets of $120 million, an increase to accounts payable and accrued liabilities of $71 million, an increase to deferred income tax liabilities of $11 million and an increase to total shareholders’ equity of $38 million.  Charter applied the cumulative-effect method to all contracts as of January 1, 2018.  Operating results for the three months ended March 31, 2018 are not materially different than results that would have been reported under previous guidance.

Summarized unaudited financial information for Charter is as follows (amounts in millions):

Charter condensed consolidated balance sheets

 

 

 

 

 

 

 

 

 

    

March 31, 2018

 

December 31, 2017

 

Current assets

 

$

2,398

 

2,555

 

Property and equipment, net

 

 

34,002

 

33,888

 

Goodwill

 

 

29,554

 

29,554

 

Intangible assets, net

 

 

78,634

 

79,270

 

Other assets

 

 

1,563

 

1,356

 

Total assets

 

$

146,151

 

146,623

 

Current liabilities

 

 

11,602

 

11,090

 

Deferred income taxes

 

 

17,351

 

17,314

 

Long-term debt

 

 

67,609

 

68,186

 

Other liabilities

 

 

2,464

 

2,502

 

Equity

 

 

47,125

 

47,531

 

Total liabilities and shareholders’ equity

 

$

146,151

 

146,623

 

Charter condensed consolidated statements of operations

 

 

 

 

 

 

 

Three months ended 

 

March 31,

 

2018

 

2017

Revenue

$

10,657

 

10,164

Cost and expenses:

 

 

 

 

Operating costs and expenses (excluding depreciation and amortization)

 

(6,836)

 

(6,579)

Depreciation and amortization

 

(2,710)

 

(2,550)

Other operating expenses, net

 

(69)

 

(94)

 

 

(9,615)

 

(9,223)

Operating income

 

1,042

 

941

Interest expense, net

 

(851)

 

(713)

Other income (expense), net

 

60

 

 8

Income tax benefit (expense)

 

(28)

 

(25)

Net income (loss)

 

223

 

211

Less: Net income attributable to noncontrolling interests

 

(55)

 

(56)

Net income (loss) attributable to Charter shareholders

$

168

 

155