Quarterly report pursuant to Section 13 or 15(d)

Investment in Charter Accounted for Using the Equity Method

v3.22.2
Investment in Charter Accounted for Using the Equity Method
6 Months Ended
Jun. 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 June 30, 2022, the carrying and market value of Liberty Broadband’s ownership in Charter was approximately $12.1 billion and $23.5 billion, respectively. We own an approximate 31.2% economic ownership interest in Charter, based on shares of Charter’s Class A common stock issued and outstanding as of June 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 June 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 in order to implement, facilitate and satisfy the terms of the Stockholders Agreement with respect to the Equity Cap. 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 3,227,684 and 2,761,608 shares of Charter Class A common stock to Charter for $1,806 million and $1,762 million during the six months ended June 30, 2022 and 2021, respectively, to maintain our fully diluted ownership percentage at 26%. Subsequent to June 30, 2022, Liberty Broadband sold 783,807 shares of Charter Class A common stock to Charter for $363 million in July 2022.

Investment in Charter

The excess basis in our investment in Charter of $8,967 million as of June 30, 2022 is allocated within memo accounts used for equity method accounting purposes as follows (amounts in millions):

June 30,

December 31,

2022

2021

Property and equipment

    

$

627

661

Customer relationships

 

2,437

2,537

Franchise fees

 

3,897

3,828

Trademarks

 

29

29

Goodwill

 

4,105

4,024

Debt

 

(512)

(535)

Deferred income tax liability

 

(1,616)

(1,626)

$

8,967

8,918

Property and equipment and customer relationships have weighted average remaining useful lives of approximately 5 years and 9 years, respectively, and franchise fees, trademarks and goodwill have indefinite lives. The excess basis of outstanding debt is amortized over the contractual period using the straight-line method. The increase in excess basis for the six months ended June 30, 2022 was primarily due to Charter’s share buyback program, partially offset by Liberty Broadband’s participation in Charter’s share buyback program. The Company’s share of earnings (losses) of affiliate line item in the accompanying condensed consolidated statements of operations includes expenses of $67 million and $64 million, net of related taxes, for the three months ended June 30, 2022 and 2021, respectively, and expenses of $134 million and $122 million, net of related taxes, for the six months ended June 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 $11 million and $15 million during the three months ended June 30, 2022 and 2021, respectively, and dilution losses of $67 million and $97 million during the six months ended June 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 six months ended June 30, 2022 and 2021.

Summarized unaudited financial information for Charter is as follows:

Charter condensed consolidated balance sheets

    

June 30, 2022

December 31, 2021

 

amounts in millions

Current assets

$

3,738

3,566

Property and equipment, net

 

34,472

34,310

Goodwill

 

29,563

29,562

Intangible assets, net

 

70,727

71,406

Other assets

 

4,758

3,647

Total assets

$

143,258

142,491

Current liabilities

$

11,395

12,458

Deferred income taxes

 

19,123

19,096

Long-term debt

 

94,468

88,564

Other liabilities

 

4,759

4,217

Equity

 

13,513

18,156

Total liabilities and shareholders’ equity

$

143,258

142,491

Charter condensed consolidated statements of operations

Three months ended

    

Six months ended

 

June 30,

June 30,

2022

2021

2022

2021

 

amounts in millions

Revenue

$

13,598

12,802

26,798

25,324

Cost and expenses:

Operating costs and expenses (excluding depreciation and amortization)

 

8,193

7,882

16,327

15,593

Depreciation and amortization

 

2,240

2,354

4,534

4,795

Other operating expenses, net

 

(62)

(9)

(61)

293

10,371

10,227

20,800

20,681

Operating income

3,227

2,575

5,998

4,643

Interest expense, net

 

(1,109)

(1,004)

(2,169)

(1,987)

Other income (expense), net

79

(132)

102

(80)

Income tax (expense) benefit

 

(489)

(281)

(834)

(497)

Net income (loss)

1,708

1,158

3,097

2,079

Less: Net income attributable to noncontrolling interests

(237)

(138)

(423)

(252)

Net income (loss) attributable to Charter shareholders

$

1,471

1,020

2,674

1,827