EXHIBIT 99.2
Published on July 15, 2025
Exhibit 99.2
Liberty Broadband Corporation
Pro Forma Condensed Consolidated Financial Statements
(unaudited)
Introduction
On November 12, 2024, Liberty Broadband Corporation (“Liberty Broadband” or the “Company”) entered into a definitive agreement (the “Merger Agreement”) under which Charter has agreed to acquire the Company (the “Combination”, together with the other transactions contemplated by the Merger Agreement, the “Transactions”). At the special meeting held on February 26, 2025, the requisite holders of Liberty Broadband’s Series A common stock, Series B common stock and Series A cumulative redeemable preferred stock approved the adoption of the Merger Agreement, pursuant to which, among other things, Liberty Broadband will combine with Charter and spin-off the business of GCI (the “GCI business”).
As a condition to closing the Combination, Liberty Broadband agreed to spin-off the GCI business by way of a distribution to the holders of Liberty Broadband common stock prior to the closing of the Combination (the “GCI Spin-Off”). The GCI Spin-Off was completed on July 14, 2025. The GCI Spin-Off is expected to be taxable to Liberty Broadband and its stockholders, with Charter bearing the corporate level tax liability upon completion of the Combination. However, to the extent such corporate level tax liability exceeds $420 million, Liberty Broadband (and Charter upon completion of the Combination) will be entitled under a tax receivables agreement to the portion of the tax benefits realized by GCI corresponding to such excess.
The following unaudited pro forma condensed consolidated financial statements have been prepared giving effect to the GCI Spin-Off as if it occurred as of March 31, 2025 for the pro forma condensed consolidated balance sheet and January 1, 2024 for the pro forma condensed consolidated statements of operations. The unaudited pro forma condensed consolidated financial statements do not purport to represent what the Company’s financial position actually would have been had the GCI Spin-Off occurred on the dates indicated or to project the Company’s operating results for any future period.
Based on a quantitative analysis, the GCI Spin-Off is expected to represent a strategic shift that will have a major effect on the Company’s operations. Accordingly, the Company intends to present the GCI Spin-Off as a discontinued operation.
The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the publicly available information of Liberty Broadband, including the Form 10-K, as filed on February 27, 2025 with the Securities and Exchange Commission (the “SEC”) and the Form 10-Q, as filed on May 7, 2025 with the SEC.
Liberty Broadband Corporation
Pro Forma Condensed Consolidated Balance Sheet
As of March 31, 2025
(unaudited)
| Liberty
Broadband historical (1) |
Less: GCI business (2) | Liberty Broadband Pro Forma |
||||||||||
| amounts in millions | ||||||||||||
| Assets | ||||||||||||
| Current assets: | ||||||||||||
| Cash and cash equivalents | $ | 226 | 148 | 78 | ||||||||
| Trade and other receivables, net of allowance for credit losses | 174 | 163 | 11 | |||||||||
| Prepaid and other current assets | 397 | 34 | 363 | |||||||||
| Total current assets | 797 | 345 | 452 | |||||||||
| Investment in Charter, accounted for using the equity method | 13,060 | — | 13,060 | |||||||||
| Property and equipment, net | 1,164 | 1,164 | — | |||||||||
| Intangible assets not subject to amortization | ||||||||||||
| Goodwill | 755 | 755 | — | |||||||||
| Cable certificates | 550 | 550 | — | |||||||||
| Other | 41 | 41 | — | |||||||||
| Intangible assets subject to amortization, net | 401 | 401 | — | |||||||||
| Other assets, net | 227 | 165 | 62 | |||||||||
| Total assets | 16,995 | 3,421 | 13,574 | |||||||||
| Liabilities and Equity | ||||||||||||
| Current liabilities: | ||||||||||||
| Accounts payable and accrued liabilities | 105 | 97 | 8 | |||||||||
| Deferred revenue | 21 | 21 | — | |||||||||
| Current portion of debt | 370 | 4 | 366 | |||||||||
| Other current liabilities | 77 | 71 | 6 | |||||||||
| Total current liabilities | 573 | 193 | 380 | |||||||||
| Long-term debt, net | 3,443 | 1,069 | 2,374 | |||||||||
| Obligations under tower obligations and finance leases, excluding current portion | 71 | 71 | — | |||||||||
| Long-term deferred revenue | 130 | 130 | — | |||||||||
| Deferred income tax liabilities | 2,367 | 354 | 2,013 | |||||||||
| Preferred stock | 200 | — | 200 | |||||||||
| Other liabilities | 144 | 143 | 1 | |||||||||
| Total liabilities | 6,928 | 1,960 | 4,968 | |||||||||
| Equity | ||||||||||||
| Series A common stock | — | — | — | |||||||||
| Series B common stock | — | — | — | |||||||||
| Series C common stock | 1 | — | 1 | |||||||||
| Additional paid-in capital | 3,011 | 1,446 | 1,565 | |||||||||
| Accumulated other comprehensive earnings (loss), net of taxes | 60 | — | 60 | |||||||||
| Retained earnings (deficit) | 6,980 | — | 6,980 | |||||||||
| Total stockholders' equity | 10,052 | 1,446 | 8,606 | |||||||||
| Non-controlling interests | 15 | 15 | — | |||||||||
| Total equity | 10,067 | 1,461 | 8,606 | |||||||||
| Commitments and contingencies | ||||||||||||
| Total liabilities and equity | $ | 16,995 | 3,421 | 13,574 | ||||||||
Liberty Broadband Corporation
Pro Forma Condensed Consolidated Statement of Operations
For the three months ended March 31, 2025
(unaudited)
| Liberty Broadband historical (1) |
Less: GCI business (2) | Liberty Broadband Pro Forma |
||||||||||
| amounts in millions, except per share amounts | ||||||||||||
| Revenue | $ | 266 | 266 | — | ||||||||
| Operating costs and expenses: | ||||||||||||
| Operating expense (exclusive of depreciation and amortization shown separately below) | 58 | 58 | — | |||||||||
| Selling, general and administrative, including stock-based compensation | 112 | 99 | 13 | |||||||||
| Depreciation and amortization | 53 | 53 | — | |||||||||
| 223 | 210 | 13 | ||||||||||
| Operating income (loss) | 43 | 56 | (13 | ) | ||||||||
| Other income (expense): | ||||||||||||
| Interest expense (including amortization of deferred loan fees) | (40 | ) | (10 | ) | (30 | ) | ||||||
| Share of earnings (losses) of affiliate | 318 | — | 318 | |||||||||
| Gain (loss) on dilution of investment in affiliate | (18 | ) | — | (18 | ) | |||||||
| Realized and unrealized gains (losses) on financial instruments, net | (37 | ) | — | (37 | ) | |||||||
| Other, net | (2 | ) | 1 | (3 | ) | |||||||
| Earnings (loss) before income taxes | 264 | 47 | 217 | |||||||||
| Income tax benefit (expense) | 4 | (13 | ) | 17 | ||||||||
| Net earnings (loss) | 268 | 34 | 234 | |||||||||
| Less net earnings (loss) attributable to the non-controlling interests | — | — | — | |||||||||
| Net earnings (loss) attributable to Liberty Broadband shareholders | $ | 268 | 34 | 234 | ||||||||
| Basic net earnings (loss) attributable to Series A, Series B and Series C Liberty Broadband shareholders per common share | $ | 1.87 | NA | 1.64 | ||||||||
| Diluted net earnings (loss) attributable to Series A, Series B and Series C Liberty Broadband shareholders per common share | $ | 1.87 | NA | 1.64 | ||||||||
| Basic Weighted Average Shares Outstanding | 143 | 143 | ||||||||||
| Diluted Weighted Average Shares Outstanding | 143 | 143 | ||||||||||
Liberty Broadband Corporation
Pro Forma Consolidated Statement of Operations
For the year ended December 31, 2024
(unaudited)
| Liberty Broadband historical (1) |
Less: GCI business (2) | Liberty Broadband Pro Forma |
||||||||||
| amounts in millions, except per share amounts | ||||||||||||
| Revenue | $ | 1,016 | 1,016 | — | ||||||||
| Operating costs and expenses: | ||||||||||||
| Operating expense (exclusive of depreciation and amortization shown separately below) | 257 | 257 | — | |||||||||
| Selling, general and administrative, including stock-based compensation | 460 | 410 | 50 | |||||||||
| Depreciation and amortization | 207 | 207 | — | |||||||||
| 924 | 874 | 50 | ||||||||||
| Operating income (loss) | 92 | 142 | (50 | ) | ||||||||
| Other income (expense): | ||||||||||||
| Interest expense (including amortization of deferred loan fees) | (194 | ) | (49 | ) | (145 | ) | ||||||
| Share of earnings (losses) of affiliate | 1,323 | — | 1,323 | |||||||||
| Gain (loss) on dilution of investment in affiliate | (32 | ) | — | (32 | ) | |||||||
| Realized and unrealized gains (losses) on financial instruments, net | (125 | ) | — | (125 | ) | |||||||
| Other, net | 18 | 6 | 12 | |||||||||
| Earnings (loss) before income taxes | 1,082 | 99 | 983 | |||||||||
| Income tax benefit (expense) | (213 | ) | (26 | ) | (187 | ) | ||||||
| Net earnings (loss) | 869 | 73 | 796 | |||||||||
| Less net earnings (loss) attributable to the non-controlling interests | — | — | — | |||||||||
| Net earnings (loss) attributable to Liberty Broadband shareholders | $ | 869 | 73 | 796 | ||||||||
| Basic net earnings (loss) attributable to Series A, Series B and Series C Liberty Broadband shareholders per common share | $ | 6.08 | NA | 5.57 | ||||||||
| Diluted net earnings (loss) attributable to Series A, Series B and Series C Liberty Broadband shareholders per common share | $ | 6.08 | NA | 5.57 | ||||||||
| Basic Weighted Average Shares Outstanding | 143 | 143 | ||||||||||
| Diluted Weighted Average Shares Outstanding | 143 | 143 | ||||||||||
| (1) | Represents the historical financial position and results of operations of Liberty Broadband. Such amounts were derived from the historical condensed consolidated financial statements of Liberty Broadband as filed with the SEC on Form 10-Q on May 7, 2025, and the historical consolidated financial statements of Liberty Broadband as filed with the SEC on Form 10-K on February 27, 2025. |
| (2) | Represents the historical financial position and results of operations of the GCI business from the perspective of Liberty Broadband. |