Investment in Charter Accounted for Using the Equity Method |
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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):
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
Charter condensed consolidated statements of operations
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