LBRDA Liberty Broadband Corporation

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 11-K

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(Mark One)

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⌧  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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For the fiscal year ended December 31, 2022

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OR

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◻  TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to           

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Commission file number 001-36713

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A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

GCI 401(k) Plan

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Liberty Broadband Corporation

12300 Liberty Boulevard

Englewood, Colorado 80112

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GCI 401(k) Plan

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FORM 11-K

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FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

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TABLE OF CONTENTS

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See accompanying notes to financial statements.

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See accompanying notes to financial statements.

GCI 401(k) Plan

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(1)  Description of Plan

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The following description of the GCI 401(k) Plan ("Plan") provides general information only. Participants should refer to the Plan document for a more complete description of the Plan's provisions. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Benefits are not guaranteed by the Pension Benefit Guaranty Corporation.

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General

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The Plan is a defined contribution plan sponsored by GCI Communication Corp. ("GCICC "and "Plan Sponsor"), a wholly owned subsidiary of Liberty Broadband Corporation (“Liberty Broadband”).  The Plan covers employees of GCICC and the following affiliated companies, United Utilities, Inc. (“UUI”), and Unicom, Inc. ("Unicom") (collectively, the "Company").  Employees of participating employers are eligible to make employee deferral contributions immediately after their date of hire, and are eligible to share in Company matching contributions, if any, on the first entry date after completing one year of service, as defined in the Plan document. The entry dates are the first day of each quarter during the year. GCICC and affiliated companies are parties-in-interest to the Plan.

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The Plan was restated on July 14, 2021. The Plan was amended effective November 1, 2022 to make certain changes to vesting provisions, as described below. There were no other significant changes made to the Plan.

Contributions

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The Plan provides for a qualified cash or deferred arrangement as defined in Section 401(k) of the Internal Revenue Code of 1986 ("Code"). A participant may elect the following methods to make employee contributions:

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1.  Salary Reduction Contributions, which will not be included in the participant's current earnings for federal income tax purposes but rather are taxable upon distribution, or

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2.  Roth 401(k) Contributions, which will be included in the participant's current earnings for federal income tax purposes and are not taxable upon distribution.

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Eligible employees of the Company may elect, if certain requirements are met, to reduce their eligible compensation in any amount up to 50% of such compensation subject to a maximum of $20,500 in 2022 and $19,500 in 2021. Contributions may be made as salary reduction or Roth 401(k) contributions or a combination of both.

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Compensation considered for all Plan purposes is subject to a compensation ceiling of $305,000 and $290,000 in 2022 and 2021, respectively. Participants who have attained age 50 before the end of the plan year are eligible to make catch-up contributions of no more than $6,500 per year for each of the years ended December 31, 2022 and 2021. Participant catch-up contributions are not eligible for Company matching contributions.

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The Plan allows up to 100% matching of employee contributions. Company matching contributions made to the Plan may be invested in any Plan offered investment choice at any time by the participant. The Plan currently offers various mutual funds, a stable value fund, common stock of Liberty Broadband and other investments through a self-directed brokerage account option. For the years ended December 31, 2022 and 2021, the Company matched 100% of participant's contributions, up to a maximum match of 10% of each participant's eligible compensation, for employees of GCICC, UUI, and Unicom.

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Matching amounts contributed to the Plan by the Company are not taxed to the participant until distribution. Plan earnings on Company matching contributions are taxable to the employee either upon distribution or, in the case of certain qualifying Liberty Broadband common stock distributions, upon eventual disposition of the stock.

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Rollovers

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Participants may elect to rollover amounts from other qualified plans or individual retirement accounts in the Plan, provided that certain conditions are met.

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GCI 401(k) Plan

Notes to Financial Statements

December 31, 2022 and 2021

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Participant Accounts

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Each participant account is credited with the participant's contributions, employer matching contributions and allocations of Plan earnings and losses, as determined by the Plan document. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

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Vesting

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Participant contributions and rollover contributions are always fully vested.

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The participant's interest in the Company matching contribution portion of their account (“Matching Account”) is vested based upon years of service with the Company, as defined in the Plan document.

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During the year ended December 31, 2022, the Plan was amended to adjust the vesting schedule for employees terminated on or after November 1, 2022. The vesting schedule, as amended, is as follows:

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The following vesting schedule applies to employees who terminated before November 1, 2022.

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Any portion of a participant's account which is forfeitable shall be forfeited on the earlier of the date a terminated participant receives a distribution or the date on which the participant experiences five consecutive one-year breaks in service (as defined in the Plan document).

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A participant's interest in their Matching Account fully vests without regard to the number of years of service when the participant, while still employed: (i) attains Normal Retirement Age (as defined in the Plan document); (ii) dies; or (iii) becomes totally and permanently disabled. A participant's interest in their Matching Account fully vests upon termination or partial termination of the Plan.

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If a participant terminates participation for any reason other than attainment of Normal Retirement Age and retirement, death or disability while any portion of his or her account in the Plan is forfeitable, receives a distribution of his or her vested account balance attributable to Company matching contributions, and again becomes an eligible employee, the participant may repay that entire distribution before the earlier of five consecutive one-year breaks in service or five years from his reemployment date. Upon such repayment, the value of that participating employee's account previously forfeited will be restored.

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GCI 401(k) Plan

Notes to Financial Statements

December 31, 2022 and 2021

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Payment of Benefits

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A participant or beneficiary may elect to receive a lump-sum distribution equal to the value of the participant’s vested interest in his or her account upon attaining the age of 59-1/2, termination due to death, disability or retirement, or any other termination of employment.

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Participants who terminate with vested benefits less than $1,000 will automatically receive the value of the vested balance in their account as a lump-sum distribution. Participants who terminate with vested benefits greater than $1,000 and less than $5,000 will automatically receive the value of the vested balance in their account as a rollover into an Individual Retirement Account.  These automatic distributions occur unless the participant actively elects a different form of distribution. Participants may request to receive Liberty Broadband common and preferred stock held in their account as an in-kind distribution.

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Forfeitures

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If a participating employee terminates employment for any reason other than attainment of Normal Retirement Age and retirement, death or disability, that portion of his or her account attributable to Company matching contributions which has not vested will be forfeited. All forfeited amounts are used to pay Plan administrative expenses or to reduce future Company matching contributions. During 2022 and 2021, employer contributions were reduced by $175,000 and $325,000, respectively, from forfeited nonvested accounts. At December 31, 2022 and 2021, $149,000 and $125,000, respectively, had been forfeited but had not yet been used to pay Plan administrative expenses or reduce the Company’s matching contributions.

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Notes Receivable from Participants

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Participants may borrow from their accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of the portion of their vested account. Loan transactions are treated as a transfer to/(from) the appropriate investment fund (from)/to the participant’s loan. Loan terms range from one to five years. Loans are secured by the vested balance in the participant’s account and accrue interest at a fixed rate calculated at the loan date. Loans bear a reasonable rate of interest, as determined by the Plan Administrator, based on prevailing interest rates charged by persons in the business of lending money for loans which would be made under similar circumstances. The interest rate is fixed throughout the duration of the loan. Participant loans have interest rates bearing 4.25% to 8.00%. Principal and interest are paid ratably through semi-monthly payroll deductions.

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(2)  Summary of Significant Accounting Policies

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Basis of Accounting

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The Plan financial statements are based on the accrual method of accounting.

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Use of Estimates

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The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires the Plan to make estimates and assumptions, such as those regarding the fair value of investments, that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of changes in net assets available for benefits during the reporting period. Estimates are based on past experience and other considerations reasonable under the circumstances. Actual results could differ from those estimates.

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Investment Valuation and Income Recognition

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Investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 6 for discussion of fair value measurements.

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Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) includes the Plan’s gains and losses on investments bought and sold as well as held during the year.

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GCI 401(k) Plan

Notes to Financial Statements

December 31, 2022 and 2021

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Notes Receivable from Participants

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Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent participant loans are reclassified as distributions based upon the terms of the Plan document and reported to the Internal Revenue Service (“IRS”) as ordinary income.

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Contributions

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Employee and Company matching contributions are recorded in the period in which the Company makes the payroll deductions from the participants' earnings.

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Payment of Benefits

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Benefits are recorded when paid.

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(3)  Administration of Plan Assets

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Fidelity Management Trust Company is the Plan’s trustee and Fidelity Investments Institutional Operations Company, Inc. is the Plan's recordkeeper (collectively “Fidelity”). Administrative expenses related to the Plan are reported on the Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2022 and 2021 and were paid by the Plan to the recordkeeper and asset trustee. The asset trustee charges trade fees for all transactions in common stock investments. Trade fees for mutual fund investments, if any, are described in each fund’s prospectus. Company employees provide administrative support to the Plan, but no employee receives compensation from the Plan and the Company is not reimbursed for these expenses.

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(4)  Amendment or Termination

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The Plan Sponsor's Board of Directors has reserved the right to amend or terminate the Plan. No amendment may reduce the accrued benefits of any participant or give the Company any interest in the trust assets of the Plan. In the event of termination of the Plan, a participant in the Plan becomes fully vested in his or her Matching Account.

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(5)  Investments

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Investments are reflected in the accompanying financial statements at fair value.  Fair value represents the closing prices at December 31, 2022 and 2021 for those securities having readily available market quotations.

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The following closing market prices have been used to value the stock of Liberty Broadband:

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Securities and investment transactions are accounted for on the trade date.  The cost basis of such shares distributed is determined using the average cost method.  Dividend income is recorded on the ex-dividend date.  Income from other investments is recorded as earned on an accrual basis.  The net appreciation or depreciation in fair value of investments (net realized and unrealized gains or losses) is reflected in the accompanying Statements of Changes in Net Assets Available for Benefits and is determined as the difference between the market value at the beginning of the year (or date purchased during the year) and selling price or year-end market value.  

See Note 6 for additional information regarding the Plan’s investments.

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GCI 401(k) Plan

Notes to Financial Statements

December 31, 2022 and 2021

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(6)  Fair Value Measurements

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Following are descriptions of the valuation methodologies used for assets measured at fair value.

Mutual funds: Valued at the quoted Net Asset Value ("NAV") of shares held by the Plan at year-end. Mutual funds held by the Plan are open-end mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily NAV and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded and are classified as Level 1.

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Common and preferred stocks: The fair value of these investments is based on the closing price per the principal stock exchange on which they are traded and are classified as Level 1.

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Collective trust: The Morley Stable Value Fund is valued based on the reported NAV.  The NAV is used as a practical expedient to estimate fair value.

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Self-directed brokerage accounts: This asset category represents a separate brokerage account that offers a wide range of investment opportunities including mutual funds, common stocks listed on major U.S. exchanges and fixed-income securities, including government bonds, corporate bonds and certificates of deposit. The fair value of common stocks and other exchange traded investments that are publicly traded is based on the closing price per the principal stock exchange on which they are traded and are classified as Level 1. The fair value of mutual funds is based on the net asset values of shares held at year-end and are classified as Level 1. The fair value of certain fixed-income securities, including corporate bonds and certificates of deposit, is based on observable market information and yields available on comparable securities of issuers with similar credit ratings and may include benchmarking, sector grouping and matrix pricing and are classified as Level 2.

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Investments Measured Using the Net Asset Value per Share Practical Expedient

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The following table summarizes investments for which fair value is measured using the net asset value per share practical expedient as of December 31, 2022 and 2021 (amounts in thousands). There are no redemption restrictions for these investments; the redemption notice period is applicable only to the Plan.

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(7)  Income Taxes

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The Plan is qualified under Section 401(a) of the Code pursuant to a favorable opinion letter dated June 30, 2020, issued by the IRS on the form of the Volume Submitter Plan document. The Plan Administrator believes the Plan is currently designed and is operated in compliance with the applicable requirements of the Code.

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GAAP requires plan management to evaluate tax positions taken by the plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan Administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2022 and 2021, there are no uncertain positions taken or expected to be taken that would require recognition of a liability or asset or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

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(8)  Non-exempt Transactions

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The Company failed to timely remit to the Plan withheld employee contributions and participant loan repayments in the aggregate amount of $9,504.07 and $2,004.82 in 2021 and 2020, respectively, in accordance with the plan asset provisions of the Department of Labor (“DOL”) Regulation 2510.3-102, resulting in prohibited, or nonexempt, transactions. The accompanying Schedule of Delinquent Participant Contributions discloses these transactions in accordance with the DOL’s Rules and Regulations for Reporting and Disclosure under ERISA. The Company has calculated the foregone earnings that would have been credited to participants' accounts if the late remittances had been made on a timely basis and has contributed those amounts to the Plan. All untimely contributions and foregone earnings for 2021 and 2020 were fully corrected in 2022. There were no untimely employee contributions for 2022.

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(9)  Related Party and Party-In-Interest Transactions

Certain Plan investments are shares of mutual funds managed by Fidelity. Through the investment options in Company stock and the self-directed accounts, some participants may have holdings of certain related party securities. The Plan holds investments in the common and preferred stock of Liberty Broadband. The following tables summarize transactions in these stocks:

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