Liberty Broadband Corporation

Item 1A. Risk Factors

Except as discussed below, there have been no material changes in the Company's risk factors from those disclosed in Part I, Item 1A. Risk Factors of its Annual Report on Form 10-K for the year ended December 31, 2023.

Changes to A potential transaction between the Company and Charter may not occur, could divert the attention of our management and will result in certain costs and expenses.

As described in the existinSchedule 13D/A that we filed with the Securities and Exchange Commission (SEC) on September 23, 2024, on September 15, 2024, we received a non-binding legal and regulatory framework under tter from Charter Communications, Inc. (Charter) proposing a combination of the Company with Charter in an all-stock transaction (the Proposed Transaction) and on September 23, 2024, we communicated a non-binding counterproposal to Charter. The Proposed Transaction is proposed to close on June 30, 2027 or such earlier date as the parties shall mutually agree.

The Proposed Transaction is subject to further negotiation and no legally binding obligation with respect to the Proposed Transaction exists unless and until mutually acceptable definitive documentation is executed and delivered with respect thereto. There can be no assurance that the Proposed Transaction or any related transaction will be completed in a timely manner or at all, or, if completed, will be on the same terms as set out in our counterproposal. Furthermore, if we reach an agreement with Charter, we anticipate that the consummation of any Potential Transaction will be subject to a number of conditions, and there can be no assurance that such conditions will be satisfied or waived.

Our management may be required to divert a disproportionate amount of attention away from their day-to-day activities and operations, and devote time and effort to considering the Proposed Transaction. In addition, we expect to continue to incur costs in connection with the consideration of the Proposed Transaction, including costs of financial and legal advisors and costs associated with legal actions arising out of the Proposed Transactions. It is difficult to estimate the aggregate amount of such costs, although they could be substantial. Further, the currently proposed closing date of June 30, 2027, which may be further delayed, will likely result in a period leading up to closing that is longer than a typical closing period which Charter and heightens many of the risks described herein.

The market price of our common stock may experience variation as a result of changing assumptions regarding the Proposed Transaction, independent of changes in our businesses, financial condition or prospects or changes in general market or economic conditions. As a result, definitive documentation regarding the Proposed Transaction, or a failure to reach definitive documentation regarding the Proposed Transaction or any related transaction, could result in a significant change in the market price of our common stock.

A successful legal challenge to the constitutionality of the USF could disrupt or eliminate GCI Holdings USF support.

There have been a number of legal challenges to the constitutionality of the Universal Service Fund (USF), which have historically been ineffective. However, on July 24, 2024, the U.S. Court of Appeals for the Fifth Circuit sitting en banc ruled that the USF program is unconstitutional as currently administered, and remanded the case to the Federal Communications Commission (FCC). In its decision, the Fifth Circuit concluded that there was an impermissible public delegation of legislative authority to the FCC and an impermissible private delegation of authority from the FCC to the Universal Service Administrative Company, the private company responsible for USF administration. This differs from the decisions previously reached by the U.S. Court of Appeals for the Sixth and Eleventh Circuits. As a result, it is likely that additional cases and appeals will be filed in relation to the matter, including that a petition by the parties for a review of the Fifth Circuit decision in the U.S. Supreme Court would be granted. There is significant uncertainty regarding the outcome of any appeal on the issue, as well as whether any action taken by the FCC or Congress to resolve the issue would be sufficient

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and what impact such actions might have on the USF program. A Supreme Court ruling upholding the Fifth Circuits decision or, more broadly, that the legislation establishing the USF program is unconstitutional could disrupt or eliminate GCI Holdings operate or the regulatory programs in wUSF support unless and until any identified legal defects with the program structure or administration are remedied. Such a ruling would likely result in a material decrease in revenue and accounts receivable, which could likely have an adverse effect on GCI Holdings business and the Companys financial position, results of operations or liquidity. USF support was 39% and 35% of GCI Holdings revenue for the years ended December 31, 2023 and December 31, 2022, respectively. GCI Holdings had USF net receivables of $102 million and $116 million at December 31, 2023 and 2022, respectively. Without USF support, telecommunications providers, including GCI Holdings, may need to consider various actions including, but not limited to, terminating certain high cost or low profit services, discontinuing rural networks or a reduction in workforce, which Chartercould have a negative impact on GCI Holdings business.

Changes to the existing legal and regulatory framework under which Charter and GCI Holdings operate or the regulatory programs in which Charter, GCI Holdings or their competitors participate could adversely affect Charter and GCI Holdings businesses.

 There are ongoing efforts to amend or expand the federal, state and local regulation of some of the services offered over Charters cable systems, particularly Charters retail broadband Internet access service. Potential legislative and regulatory changes could adversely impact Charters business by increasing its costs and competition and limiting its ability to offer services in a manner that would maximize revenue potential. These changes have in the past, and could in the future, include, for example, the reclassification of Internet services as regulated telecommunications services or other utility-style regulation of Internet services; restrictions on how Charter manages its Internet access services and networks; the adoption of new customer service or service quality requirements for its Internet access services; the adoption of new privacy restrictions on its collection, use and disclosure of certain customer information; new data security and cybersecurity mandates that could result in additional network and information security and cyber incident reporting requirements for its business; new restraints on its discretion over programming decisions; new restrictions on the rates Charter charges to consumers for one or more of the services or equipment options it offers; changes to the cable industrys compulsory copyright to retransmit broadcast signals; new requirements to assure the availability of navigation devices from third-party providers; new Universal Service Fund (USF) SF contribution obligations on Charters Internet service revenues that would add to the cost of that service; increases in government-administered broadband subsidies to rural areas that could result in subsidized overbuilding of its facilities; changes to the Federal Communications Commissions ("FCC") CCs administration of spectrum; pending court challenges to the legality of the FCCs Universal ServiceSF programs, which, if successful, could adversely affect receipt of universal service funds, including but not limited to FCC Rural Development Opportunity Fund (RDOF) grants to expand Charters network, FCC E-rate funds to serve schools and libraries and FCC Rural Health Care funds to serve eligible health care providers; and changes in the regulatory framework for voice over Internet protocol ("VoIP") telephone service, including the scope of regulatory obligations associated with VoIP telephone service and Charters ability to interconnect its VoIP telephone service with incumbent providers of traditional telecommunications service. These changes may also have a similar impact on GCI Holdings business. For example, the U.S.Fifth Circuit Court of Appeals forrecently ruled the Sixth and Eleventh Circuits have reached different decisiUSF program uncons from the Fifth Circuit, with the Fifth Circuit most recetitutional as currently declaring the USF system unconstitutional aadministered and remandinged the case to the FCC for further proceedings. It is likely that additional cases and appeals will b, which creates uncertainty as to the filed in relation touture of the matterUSF program. This uncertainty could disrupt or eliminate GCI Holdings USF support until any legal defects with te Fifth Circuit has stayed the effects of its decision while the FCC appeals it to the program structure Supreme Court. For administrditional information are remedied, which could be resolved via FCC or legislative action the potential impact of the Fifth Circuits decision, or until a Supreme Court decision resolvessee A successful legal challenge to the constitutionality of the issue favorably on appeal.USF could disrupt or eliminate GCI Holdings USF support above. 

 Charter participated in the Affordable Connectivity Program (ACP) and continues to participate in the RDOF subsidy program, and GCI Holdings participated in the ACP subsidy program. The ACP program previously provided up to a $30 monthly subsidy enabling eligible low-income households to purchase Internet products at a discount or, for a portion of those households, at no cost for eligible Charter customers. The ACP programs provided up to a $75 monthly subsidy in Alaska for GCI Holdings eligible customers. The FCC prohibited service providers from enrolling new participants into the ACP after February 7, 2024 and April 2024 was the last month ACP households received the full ACP subsidy. ACP households received a $14 federally funded ACP subsidy in May 2024. As of June 1, 2024, ACP households no longer received the ACP benefit. The end of the ACP benefit has been, and will continue to be, disruptive to Charters business, and to a lesser extent, GCI Holdings. Charter and GCI Holdings have lost and will continue to lose customers and revenue and could face greater difficulty in providing services to low-income households in the future.

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 As a winning bidder in the FCCs RDOF auction in 2020, Charter must comply with numerous FCC and state requirements to continue receiving such funding. To comply with these requirements, in RDOF areas, Charter has chosen to

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offer certain of its VoIP telephone services, such as its Lifeline services, subject to certain traditional federal and state common carrier regulations. Additionally, in some areas where Charter is building pursuant to subsidy programs, Charter will offer certain of its broadband Internet access services subject to required discounts and other marketing-related terms. If Charter fails to comply with those requirements, the governing regulatory agency could consider Charter in default and it could incur substantial penalties or forfeitures. If Charter fails to attain certain specified infrastructure build-out requirements under the RDOF program, the FCC could also withhold future support payments until those shortcomings are corrected. Any failure to comply with the rules and requirements of a subsidy grant could result in Charter being suspended or disbarred from future governmental programs or contracts for a significant period of time, which could adversely affect its results of operations and financial condition.

 Participation in ACP, RDOF, and other government programs, including state subsidized builds, creates the risk of claims of Charter and GCI Holdings failures to adequately comply with the regulatory requirements of those programs. The FCC, and various state and federal agencies and attorney generals, may subject those programs, or other industry practices, to audits and investigations, which could result in enforcement actions, litigation, fines, settlements or reputational harm, and/or operational and financial conditions being placed on Charter or GCI Holdings, any of which could adversely affect their results of operations and financial condition.

 If any laws or regulations are enacted that would expand the regulation of Charter and GCI Holdings services, they could affect their operations and require significant expenditures. It cannot be predicted how future developments in these areas, and any changes to the regulatory framework for Internet, video, mobile or VoIP services could have a negative impact on Charter and GCI Holdings businesses and results of operations.

 It remains uncertain what rule changes, if any, will ultimately be adopted by Congress, the FCC, the Federal Trade Commission and state legislatures and regulatory agencies, and what operating or financial impact any such rules might have on Charter and GCI Holdings, including on the operation of their broadband networks, customer privacy and the user experience.