Liberty Capital Corp/NV

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This prospectus contains “forward-looking statements.” All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws. Words such as “believe,” “expect,” “anticipate,” “should,” “planned,” “will,” “may,” “intend,” “estimated,” “aim,” “on track,” “target,” “opportunity,” “tentative,” “positioning,” “designed,” “create,” “predict,” “project,” “initiatives,” “seek,” “would,” “could,” “continue,” “ongoing,” “upside,” “increases,” “grow,” “focused on” and “potential,” or the negative of such terms or other variations thereof, and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. These forward-looking statements include statements regarding the spin-off as well as the future financial and operating results, plans, objectives, expectations and intentions of GCI Liberty and Liberty Broadband. In addition to the risk factors described herein under the heading “Risk Factors”, the following are some but not all of the factors that could cause actual results or events to differ materially from those expressed or implied by such statements:

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competition faced by us that may reduce our market share and financial performance;

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customer demand for our products and services and our ability to adapt to changes in demand;

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adverse economic conditions in the U.S. and inflationary pressures on input costs and labor;

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changes in, or failure or inability to comply with, government regulations and legislation, including, without limitation, regulations of the Federal Communications Commission (the “FCC”), and adverse outcomes from regulatory proceedings and court cases;

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our ability to obtain or maintain roaming services needed from other carriers;

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our ability to stay abreast of new technology;

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our ability to obtain necessary communications equipment from third-party vendors to meet customer needs;

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natural or man-made disasters or terrorist attacks;

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

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our ability to obtain additional financing, or refinance or renew our existing indebtedness on acceptable terms;

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the impact of our significant indebtedness;

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our ability to generate cash to service our debt and to meet other obligations;

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an active trading market for GCI Group common stock may not develop or be sustained;

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the impact of events involving the assets and business market value of the GCI Group common stock;

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the unfavorable outcome of pending or future legal proceedings;

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the additional costs we will incur as a result of our separation;

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Liberty Broadband and we may not realize the potential benefits from the spin-off in the near term or at all; and

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the possibility that the spin-off may not occur, and, if it occurs, it may not occur on the terms described in this prospectus.

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These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this prospectus, and Liberty Broadband and GCI Liberty expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in their expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based except to the extent necessary to amend and properly disseminate revised information in the event that the existing disclosure regarding the spin-off materially changes or as otherwise required by law or applicable rule or regulation. When considering such forward-looking statements, you should keep in mind the factors described in “Risk Factors” and other cautionary statements contained in this document. Such risk factors and statements describe circumstances which could cause actual results to differ materially from those contained in any forward-looking statement. Where, in any forward-looking statement, Liberty Broadband or GCI Liberty expresses an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but such statements necessarily involve risks and uncertainties and there can be no assurance that the expectation or belief will result or be achieved or accomplished.

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