Business description of LIBERTY-BROADBAND-CORPORATION

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Charter’s ability to sustain and grow revenues and cash flow from operations by offering video, Internet, voice, advertising and other services to residential and commercial customers, to adequately meet the customer experience demands in its markets and to maintain and grow its customer base, particularly in the face of increasingly aggressive competition, the need for innovation and the related capital expenditures;

the impact of competition from other market participants, including but not limited to incumbent telephone companies, direct broadcast satellite operators, wireless broadband and telephone providers, digital subscriber line (“DSL”) providers, video provided over the Internet and providers of advertising over the Internet;

general business conditions, economic uncertainty or downturn, high unemployment levels and the level of activity in the housing sector;

Charter’s ability to obtain programming at reasonable prices or to raise prices to offset, in whole or in part, the effects of higher programming costs (including retransmission consents);

the development and deployment of new products and technologies, including cloud-based user interface, Spectrum Guide®, downloadable security for set top boxes;

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failure to protect the security of personal information about the customers of our operating subsidiary and equity affiliate, subjecting us to costly government enforcement actions or private litigation and reputational damage;

changes in, or failure or inability to comply with, government regulations, including, without limitation, regulations of the FCC, and adverse outcomes from regulatory proceedings;

the effects of governmental regulation on our business or potential business combination transactions;

the ability of suppliers and vendors to deliver products, equipment, software and services;

the outcome of any pending or threatened litigation;

availability of qualified personnel;

changes in the nature of key strategic relationships with partners, vendors and joint venturers;

the availability and access, in general, of funds to meet debt obligations prior to or when they become due and to fund operations and necessary capital expenditures, either through (i) cash on hand, (ii) free cash flow, or (iii) access to the capital or credit markets;

the ability of Charter and our company to comply with all covenants in our respective debt instruments, any violation of which, if not cured in a timely manner, could trigger a default of other obligations under cross-default provisions;

the ultimate outcome of the proposed transaction between Charter and Comcast including the possibility that such transaction may not occur if closing conditions are not satisfied; and if a transaction were to occur, the ultimate outcome and results of integrating the operations and application of Charter’s operating strategies to the acquired assets and the ultimate ability to realize synergies and the resulting increase in indebtedness;

our ability to successfully monetize certain of our assets; and

our ability to successfully deploy the use of proceeds from the rights offering, including the availability of investment opportunities.

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Video. All of Charter’s video customers receive a package of basic programming which generally consists of local broadcast television, local community programming, including governmental and public access, and limited satellite-delivered or non-broadcast channels, such as weather, shopping and religious programming, along with a digital set-top box that provides an interactive electronic programming guide with parental controls, access to pay-per-view channels, including OnDemand (available nearly everywhere), digital quality music channels and the option to also receive a cable card. Customers have the option to purchase additional tiers of services including premium channels which provide original programming, commercial-free movies, sports, and other special event entertainment programming. Although Charter offers subscriptions to premium channels on an individual basis, it also offers premium channels combined with its internet and voice services. Much of Charter’s programming is now offered OnDemand and increasingly over the Internet.

Video OnDemand, Subscription OnDemand and Pay-Per-View. In most areas, Charter offers OnDemand service which allows customers to select from 10,000 or more titles at any time. Video OnDemand includes standard definition, HD and three dimensional “3D” content. Video OnDemand programming options may be accessed for free if the content is associated with the customer’s linear subscription, or for a fee on a transactional basis. Video OnDemand services may also be offered on a subscription basis included in a digital tier premium channel subscription or for a monthly fee. Pay-per-view channels allow customers to pay on a per-event basis to view a single showing of a recently released movie, a one-time special sporting event, music concert, or similar event on a commercial-free basis.

High Definition Television. HD television offers Charter’s digital customers certain video programming at a higher resolution to improve picture and audio quality versus standard basic or digital video images. In 2014, Charter completed its transition to all-digital transmission of channels which allowed it to increase the number of HD channels offered to more than 200 in substantially all of its markets. Charter is also rolling out HD auto-tune in its markets which is a feature that ensures HD set tops tune to the HD version of a channel even when the standard definition version is selected.

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Digital Video Recorder. DVR service enables customers to digitally record programming and to pause and rewind live programming. Charter customers may lease multiple DVR set-top boxes to maximize recording capacity on multiple televisions in the home. Most Charter customers also have the ability to program their DVR’s remotely via tablet and phone applications or its website.

Charter TV App. The Charter TV App enables Charter video customers to search and discover content on a variety of customer owned devices, including the iPhone®, iPad®, and iPod Touch®, as well as the most popular Android™ based tablets. The Charter TV App allows customers to watch over 100 channels of cable TV and use the device as a remote to control their digital set-top box while in their home. It also allows customers the ability to browse Charter’s program guide, search for programming, and schedule DVR recordings from inside and outside the home. Charter’s online offerings include many of its largest and most popular networks. Charter also currently offers content already available online through Charter.net such as HBO Go® and WatchESPN® with other online content. Charter is currently testing Spectrum Guide®, a network based user interface with the same look and feel of the Charter TV App. The user interface is being designed to work with all of Charter’s existing and future set-top boxes. Spectrum Guide® was launched in one market in 2014 and will be more widely deployed in 2015.

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Small Business. Charter offers small businesses (1 - 19 employees) services similar to its residential offerings including a full range of video programming tiers and music services, coax Internet speeds of up to 100 Mbps, 200 Mbps in certain markets, downstream and up to 7 Mbps upstream in its DOCSIS 3.0 markets, a set of business cloud services including web hosting, e-mail and security, and multi-line telephone services with more than 30 business features including web-based service management.

Medium Business. In addition to its other offerings, Charter also offers medium sized businesses (20-199 employees) more complex products such as fiber Internet with symmetrical speeds of up to 10 Gbps and voice trunking services such as Primary Rate Interface (“PRI”) and Session Initiation Protocol (“SIP”) Trunks which provide higher-capacity voice services. Charter also offers Metro Ethernet service that connects two or more locations for commercial customers with geographically dispersed locations with services up to 10 Gbps. Metro Ethernet service can also extend the reach of the customer’s local area network or “LAN” within and between metropolitan areas.

Large Business. Charter offers large businesses (200+ employees) with multiple sites more specialized solutions such as custom fiber networks, Metro and long haul Ethernet, PRI and SIP Trunk services.

Carrier Wholesale. Charter offers high-capacity last-mile data connectivity services to wireless and wireline carriers, Internet Service Providers (“ISPs”) and other competitive carriers on a wholesale basis.

simplicity for both Charter’s customers in understanding its offers, and its employees in service delivery;

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the ability to package more services at the time of sale and include more product in each service, thus increasing revenue per customer;

higher product offering quality through more HD channels, improved pricing for HD and HD/DVR equipment and faster Internet speeds;

lower expected churn as a result of higher customer satisfaction; and

gradual price increases at the end of promotional periods.

bandwidth capacity to enable traditional and two-way video and broadband services;

dedicated bandwidth for two-way services; and

signal quality and high service reliability.

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Experience increased vulnerability to general adverse economic and industry conditions;

Be required to dedicate a substantial portion of its cash flow from operations to principal and interest payments on its indebtedness, thereby reducing the availability of cash flow to fund working capital, capital expenditures, strategic acquisitions and investments and other general corporate purposes;

Be handicapped in its ability to optimally capitalize and manage the cash flow for its businesses; and

Be exposed to the risk of increased interest rates with respect to any variable rate portion of its indebtedness.

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Be impacted in its ability to raise additional capital at reasonable rates, or at all;

Be vulnerable to interest rate increases because approximately 28% of its borrowings is, and may continue to be, subject to variable rates of interest;

Be exposed to increased interest expense to the extent it refinances existing debt with higher cost debt;

Be required to dedicate a significant portion of its cash flow from operating activities to make payments on its debt, reducing funds available for working capital, capital expenditures, and other general corporate expenses;

Experience limited flexibility in planning for, or reacting to, changes in Charter’s business, the cable and telecommunications industries, and the economy at large;

Be placed at a disadvantage compared to its competitors that have proportionately less debt; and

Be adversely affected by Charter’s relationship with customers and suppliers.

incur additional debt;

repurchase or redeem equity interests and debt;

issue equity;

make certain investments or acquisitions;

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pay dividends or make other distributions;

dispose of assets or merge;

enter into related party transactions; and

grant liens and pledge assets.

its ability to sustain and grow revenues and cash flow from operations by offering video, Internet, voice, advertising and other services to residential and commercial customers, to adequately meet the customer experience demands in its markets and to maintain and grow its customer base, particularly in the face of increasingly aggressive competition, the need for innovation and the related capital expenditures;

the impact of competition from other market participants, including but not limited to incumbent telephone companies, direct broadcast satellite operators, wireless broadband and telephone providers, digital subscriber line “DSL” providers, video provided over the Internet and providers of advertising over the Internet;

general business conditions, economic uncertainty or downturn, high unemployment levels and the level of activity in the housing sector;

Charter’s ability to obtain programming at reasonable prices or to raise prices to offset, in whole or in part, the effects of higher programming costs (including retransmission consents);

the development and deployment of new products and technologies; and

the effects of governmental regulation on its business or potential business combination transactions.

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the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all its assets;

the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

it could not pay its debts as they became due.

the lenders under Charter Operating’s credit facilities, whose interests are secured by substantially all of Charter’s operating assets, and all holders of other debt of CCOH Safari, CCO Holdings, CCO Safari and Charter Operating, will have the right to be paid in full before Charter from any of its subsidiaries’ assets; and

CCH I, LLC “CCH I”, the holder of preferred membership interests in Charter’s subsidiary, CC VIII, LLC
“CC VIII” would have a claim on a portion of CC VIII’s assets that may reduce the amounts available for repayment to holders of CCO Holdings’ and CCOH Safari’s outstanding notes.

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the provisioning and marketing of cable equipment and compatibility with new digital technologies;

subscriber and employee privacy and data security;

limited rate regulation of video service;

when a cable system must carry a broadcast station or obtain retransmission consent to carry a broadcast station;

the provision of channel capacity to unaffiliated commercial leased access programmers;

limitations on the ability to enter into exclusive agreements with multiple dwelling unit complexes and control inside wiring;

the provision of high-speed Internet service, including net neutrality rules;

the provision of voice communications;

cable franchise renewals and transfers;

equal employment opportunity, emergency alert systems, disability access, technical standards, marketing practices, customer service, and consumer protection; and

approval for mergers and acquisitions often accompanied by the imposition of restrictions and requirements on an applicant's business in order to secure approval of the proposed transaction.

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completion of Comcast’s acquisition of TWC;

expiration or termination of the Hart-Scott-Rodino Antitrust Improvement Act (“HSR Act”) waiting period and receipt of certain regulatory approvals for the Comcast Transactions, in most cases without the imposition of a burdensome condition;

unless not required under applicable law, approval by Charter’s stockholders;

receipt of opinions of counsel as to the tax-free nature of certain of the Comcast Transactions;

absence of injunction or legal impediment on any of the Comcast Transactions;

effectiveness of a registration statement for GreatLand Connections shares to be issued in the Comcast Transactions and approval for the listing on NASDAQ of those shares;

effectiveness of a registration statement for New Charter shares to be issued in the Comcast Transactions and approval for listing on NASDAQ of those shares;

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accuracy of the representations and warranties with respect to each of the Comcast Transactions, subject to certain materiality thresholds;

performance of covenants with respect to each of the Comcast Transactions, subject to certain materiality thresholds;

with respect to Charter’s obligations, absence of a material adverse change with respect to the assets and liabilities transferred to Spinco and the assets and liabilities transferred by Comcast to Charter, taken as a whole, and with respect to Comcast’s obligations, absence of a material adverse change with respect to the assets and liabilities transferred by Charter to Comcast and absence of a material adverse effect with respect to Charter, and also with respect to Charter’s obligations, absence of the assertion by Charter’s financing sources of a material adverse effect with respect to Charter;

Spinco’s ability to incur indebtedness in an amount equal to at least 2.5 times its 2014 pro forma EBITDA of the Spinco cable systems; and

completion of the debt-for-debt exchange contemplated in connection with the GreatLand Connections spin-off from Comcast.

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integrating the operations of the acquired assets while carrying on the ongoing operations of the businesses Charter operated prior to the Asset Exchange and Asset Purchase;

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integrating information, purchasing, provisioning, accounting, finance, sales, billing, payroll, reporting and regulatory compliance systems;

integrating and unifying the product offerings and services available to customers, including customer premise equipment and video user interfaces;

completing the conversion of analog systems to all-digital for the systems to be acquired;

managing a significantly larger company than before consummation of the Asset Exchange and Asset Purchase;

integrating separate business cultures;

attracting and retaining the necessary personnel associated with the acquired assets;

creating uniform standards, controls, procedures, policies and information systems and controlling the costs associated with such matters; and

the impact on Charter’s business of providing services to Spinco which will also face the foregoing difficulties.

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Negative reactions from the financial markets, including negative impacts on its stock price;

Negative reactions from its customers, regulators and employees;

A requirement to pay significant costs relating to the Comcast Transactions, and will have significant costs related to the Comcast Transactions, such as interest on the $7.0 billion of debt incurred to fund the Comcast Transactions;

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Matters relating to the Comcast Transactions (including integration planning) will require substantial commitments of time and resources by Charter’s management and expenditures, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to Charter in the absence of the Comcast Transactions.

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authorizing a capital structure with multiple series of common stock: a Series B that entitles the holders to ten votes per share, a Series A that entitles the holders to one vote per share and a Series C that, except as otherwise required by applicable law, entitles the holders to no voting rights;

authorizing the issuance of “blank check” preferred stock, which could be issued by our board of directors to increase the number of outstanding shares and thwart a takeover attempt;

classifying our board of directors with staggered three-year terms, which may lengthen the time required to gain control of our board of directors;

limiting who may call special meetings of stockholders;

prohibiting stockholder action by written consent, thereby requiring all stockholder actions to be taken at a meeting of the stockholders;

establishing advance notice requirements for nominations of candidates for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings;

requiring stockholder approval by holders of at least 80% of our voting power or the approval by at least 75% of our board of directors with respect to certain extraordinary matters, such as a merger or consolidation of our company, a sale of all or substantially all of our assets or an amendment to our certificate of incorporation; and

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the existence of authorized and unissued stock which would allow our board of directors to issue shares to persons friendly to current management, thereby protecting the continuity of its management, or which could be used to dilute the stock ownership of persons seeking to obtain control of us.

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Business description of LIBERTY-BROADBAND-CORPORATION from last 10-k form