UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 10-K
______________
(Mark One)
(Mark One)
x☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2022
or
For the fiscal year ended December 31, 2017
or
¨☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the Transition Period From             to        
Commission File Number:001-37789
333-112593-01

CCO Holdings, LLC
CCO Holdings Capital Corp.
(Exact name of registrant as specified in its charter)
Delaware86-1067239
Delaware20-0257904
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)No.)
400 Atlantic Street
Stamford, Connecticut 06901
Washington Blvd.		Stamford(203) 905-7801Connecticut06902
(Address of principal executive offices including zip code)Principal Executive Offices)(Registrant’sZip Code)
(203) 905-7801
(Registrant's telephone number, including area code)
Securities registered pursuant to section 12(b) of the Act: None
Securities registered pursuant to section 12(g) of the Act: None


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o


Indicate by check mark whether the registrants haveregistrant has submitted electronically and posted on their corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrants wereregistrant was required to submit and post such files). Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.:


Large accelerated filer o    Accelerated filer o    Non-accelerated filer x    Smaller reporting company o☐    Emerging growth company ☐


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o☐ No x


All of the issued and outstanding shares of capital stock of CCO Holdings Capital Corp. are held by CCO Holdings, LLC. All of the limited liability company membership interests of CCO Holdings, LLC are held by CCH I Holdings, LLC (a subsidiary of Charter Communications, Inc., a reporting company under the Exchange Act). There is no public trading market for any of the aforementioned limited liability company membership interests or shares of capital stock.


CCO Holdings, LLC and CCO Holdings Capital Corp. meet the conditions set forth in General Instruction I(1)(a) and (b) to Form 10-K and are therefore filing with the reduced disclosure format.


Number of shares of common stock of CCO Holdings Capital Corporation outstanding as of December 31, 2017:2022: 1


Documents Incorporated By Reference: None






CCO HOLDINGS, LLC
CCO HOLDINGS CAPITAL CORP.
FORM 10-K — FOR THE YEAR ENDED DECEMBER 31, 20172022


TABLE OF CONTENTS

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S-S- 1
E-E- 1


This annual report on Form 10-K is for the year ended December 31, 2017.2022. The United States Securities and Exchange Commission (“SEC”) allows us to “incorporate by reference” information that we file with the SEC, which means that we can disclose important information to you by referring you directly to those documents. Information incorporated by reference is considered to be part of this annual report. In addition, information that we file with the SEC in the future will automatically update and supersede information contained in this annual report. In this annual report, “CCO Holdings,” “we,” “us” and “our” refer to CCO Holdings, LLC and its subsidiaries.




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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS:


This annual report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), regarding, among other things, our plans, strategies and prospects, both business and financial including, without limitation, the forward-looking statements set forth in Part I. Item 1. under the heading “Business” and in Part II. Item 7. under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this annual report. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions, including, without limitation, the factors described in Part I. Item 1A. under “Risk Factors” and in Part II. Item 7. under the heading, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this annual report. Many of the forward-looking statements contained in this annual report may be identified by the use of forward‑lookingforward-looking 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”“increases,” “grow,” “focused on” and “potential,” among others. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this annual report are set forth in this annual report and in other reports or documents that we file from time to time with the SEC, and include, but are not limited to:


•our ability to efficiently and effectively integrate acquired operations;
our ability to sustain and grow revenues and cash flow from operations by offering Internet, video, Internet, voice, mobile, advertising and other services to residential and commercial customers, to adequately meet the customer experience demands in our marketsservice areas and to maintain and grow our 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 ("DBS") operators, wireless broadband and telephone providers, digital subscriber line (“DSL”) providers, fiber to the home providers video provided over the Internet by (i) market participants that have not historically competed in the multichannel video business, (ii) traditional multichannel video distributors, and (iii) content providers that have historically licensed cable networks to multichannel video distributors, and providers of advertisingvideo content over the Internet;broadband Internet connections;
•general business conditions, economic uncertainty or downturn, unemployment levels and the level of activity in the housing sector;sector and economic uncertainty or downturn;
•our 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)consents and distribution requirements);
•
our ability to develop and deploy new products and technologies including mobile products, our cloud-based user interface, Spectrum Guide®, and downloadable security for set-top boxes, and any other cloud-based consumer services and service platforms;
•our ability to develop and deploy new products and technologies including consumer services and service platforms;
•any events that disrupt our networks, information systems or properties and impair our operating activities or our reputation;
•the effects of governmental regulation on our business including subsidies to consumers, subsidies and incentives for competitors, costs, disruptions and possible limitations on operating flexibility related to, and our ability to comply with, regulatory conditions applicable to us as a result of the Time Warner Cable Inc. and Bright House Networks, LLC Transactions;us;
any events that disrupt our networks, information systems or properties and impair our operating activities or our reputation;
•the ability to retainhire and hireretain key personnel;
•our ability to procure necessary services and equipment from our vendors in a timely manner and at reasonable costs including in connection with our network evolution and rural construction initiatives;
•the availability and access, in general, of funds to meet our debt obligations prior to or when they become due and to fund our operations and necessary capital expenditures, either through (i) cash on hand, (ii) free cash flow, or (iii) access to the capital or credit markets; and
•our ability to comply with all covenants in our indentures and credit facilities, any violation of which, if not cured in a timely manner, could trigger a default of our other obligations under cross-default provisions.


All forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by this cautionary statement. We are under no duty or obligation to update any of the forward-looking statements after the date of this annual report.



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PART I


Item 1. Business.


Introduction


We are the second largest cable operator in the United States and a leading broadband communications servicesconnectivity company providing video, Internet and voice services to approximately 27.2cable operator serving more than 32 million customers in 41 states through our Spectrum brand. Over an advanced high-capacity, two-way telecommunications network, we offer a full range of state-of-the-art residential and business customers at December 31, 2017. In addition, we sell videoservices including Spectrum Internet®, TV, Mobile and onlineVoice. For small and medium-sized companies, Spectrum Business® delivers the same suite of broadband products and services coupled with special features and applications to enhance productivity, while for larger businesses and government entities, Spectrum Enterprise™ provides highly customized, fiber-based solutions. Spectrum Reach® delivers tailored advertising inventory to local, regional and national advertising customers and fiber-delivered communications and managed information technology (“IT”) solutions to large enterprise customers.production for the modern media landscape. We also owndistribute award-winning news coverage and operate regional sports networks and local sports, news and community channels and sell security and home management services in the residential marketplace.programming to our customers through Spectrum Networks.


CCO Holdings is a holding company whose principal assets are the equity interests in its operating subsidiaries. CCO Holdings is a direct subsidiary of CCH I Holdings, LLC, which is an indirect subsidiary of Charter Communications, Inc. (“Charter”), Charter Communications Holdings, LLC (“Charter Holdings”) and Spectrum Management Holding Company, LLC.


Our corenetwork, which we own and operate, passes over an estimated 55 million households and businesses across the United States. Our strategy is to deliverfocused on the evolution of our network, expansion of our footprint, and the execution of high quality productsoperations, including customer service. It allows us to maintain a state-of-the-art network delivering the most compelling converged connectivity services in a capital and time-efficient manner, and in turn, offer advanced services to consumers at competitivehighly attractive prices, combinedtogether with outstanding customer service. This strategy, combined with simple, easy to understand pricing and packaging, is central to our goal of growing our customer base while also selling more services to each customer.  We expect to execute this strategy by managing our operations in a consumer-friendly, efficient and cost-effective manner. Our operating strategy includes insourcing much of our customer care and field operations workforces, which results in higherOffering high quality, service transactions. While an insourced operating model can increase field operations and customer care costs associated with each service transaction, the higher quality nature of insourced labor service transactions significantly reduces the volume of service transactions per customer, more than offsetting the higher investment made in each service transaction. As we reduce the number of service transactions and recurring costs per customer relationship, we effectively pass those savings on to our customers in the form of products and prices that we believe provide more value than what our competitors offer. The combination of offering competitively priced products and high qualityoutstanding service allows us to increase both the number of customers we serve over our fixedfully deployed network and increase the number of products we sell to each customer, while at the same time reducingcustomer. This combination also reduces the number of service transactions we perform per relationship, improvingyielding higher customer satisfaction and reducinglower customer churn, which results in lower costs to acquire and serve customers and greater profitability.

Evolution – Expanding the Capability of Our Network

Over the next three years, we plan to evolve our hybrid fiber coaxial network using a number of technologies, including spectrum expansion, initially to 1.2 GHz and then to 1.8 GHz, high splits to increase upstream speeds, Distributed Access Architecture ("DAA") and DOCSIS 4.0 technology. Through this process, which we expect to essentially complete by year end 2025, we will transform our network to enable multi-gigabit data speeds to customers. We are also reducingThose faster speeds will be offered in conjunction with our operating costs per customer relationship bySpectrum mobile product and Advanced WiFi, providing customers seamless and convenient, ultra-fast converged connectivity in attractively priced packages, including Spectrum One, introduced in October 2022. In addition, we expect our network evolution to enable us to offer fiber on demand across the majority of our footprint. We also offer a comprehensive video product, and Xumo, a next generation streaming platform jointly owned with Comcast Corporation ("Comcast"), will create an app-based video platform with the ability to communicateprovide streaming video packages, leverage our Spectrum TV® application, aggregate consumer streaming applications, and provide an industry leading voice search.

Expansion – Building Our Future by Extending Our Network

Rural builds present strategic expansion opportunities of our footprint to unserved and underserved passings. Over the next several years, we expect to invest over $6 billion, a portion of which we expect to offset with usgovernment funding including over $1.7 billion of support awarded through a variety of new forums that they may favorDecember 31, 2022 in the Rural Development Opportunity Fund (“RDOF”) auction and other federal, state and municipal grants. We expect to participate in additional federal, state and municipal grant programs over telephonic communications. These forums include our customer website, mobile device applications, online chat and social media, which are less costly for us to provide than direct telephonic communications. Ultimately, our operating strategy enablesthe coming years. This investment will allow us to offer a suite of broadband connectivity services including fixed Internet, WiFi and mobile to more than one million estimated passings in unserved areas in states where we currently operate. We have also renewed our focus on building to more passings inside and at the edge of our existing network. To accomplish all of this, we have invested in new teams, new training and new equipment. These investments will allow us to generate long-term infrastructure-style returns by taking further advantage of the efficiencies of the scale and quality of our network and construction capabilities while offering our high quality competitively priced services profitably, while continuing to invest in new products and services.services to more homes and businesses.



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Execution – Turning Our Strategy Into Success

We have competitive services and promote and package our services in ways that allow customers to have better products and save money. In addition, our focus on service quality complements our products and price. We improve the customer experience by digitizing service where customers prefer, performing proactive maintenance, and investing in systems and in our operations teams. As part of our investment in operations teams, we are making targeted adjustments to job structure, pay and benefits and career paths to improve the skills and tenure of our workforce.

Our principal executive offices are located at 400 Atlantic Street,Washington Blvd., Stamford, Connecticut 06901.06902. Our telephone number is (203) 905-7800,905-7801, and Charter has a website accessible at www.charter.com.ir.charter.com. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and all amendments thereto, are available on Charter's website free of charge as soon as reasonably practicable after they have been filed. The information posted on Charter's website is not incorporated into this annual report.

The Transactions

On May 18, 2016, the transactions contemplated by the Agreement and Plan of Mergers dated as of May 23, 2015 (the “Merger Agreement”), by and among Time Warner Cable Inc. ("Legacy TWC"), Charter Communications, Inc. prior to the closing of the Merger Agreement (“Legacy Charter”), CCH I, LLC, previously a wholly owned subsidiary of Legacy Charter and certain other subsidiaries of CCH I, LLC were completed (the “TWC Transaction,” and together with the Bright House Transaction described below, the “Transactions”). As a result of the TWC Transaction, CCH I, LLC became the new public parent company that holds the operations of the combined companies and was renamed Charter Communications, Inc.

Also, on May 18, 2016, Legacy Charter and Advance/Newhouse Partnership (“A/N”), the former parent of Bright House Networks, LLC (“Legacy Bright House”), completed their previously announced transaction, pursuant to a definitive Contribution Agreement (the “Contribution Agreement”), under which Charter acquired Legacy Bright House (the “Bright House Transaction”). Pursuant to the Bright House Transaction, Charter became the owner of the membership interests in Legacy Bright House and the other assets primarily related to Legacy Bright House (other than certain excluded assets and liabilities and non-operating cash).

In connection with the TWC Transaction, Legacy Charter and Liberty Broadband completed their previously announced transactions pursuant to their investment agreement, in which Liberty Broadband purchased shares of Charter Class A common




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stock to partially finance the cash portion of the TWC Transaction consideration, and in connection with the Bright House Transaction, Liberty Broadband purchased shares of Charter Class A common stock (the "Liberty Transaction"). See Note 3 to the accompanying consolidated financial statements contained in “Part II. Item 8. Financial Statements and Supplementary Data,” for more information on the Transactions.



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Corporate Entity Structure


The chart below sets forth our entity structure and that of our direct and indirect parents and subsidiaries. The chart does not include all of our affiliates and subsidiaries and, in some cases, we have combined separate entities for presentation purposes. The equity ownership percentages shown below for Charter Holdings are approximations. Indebtedness amounts shown below are principal amounts as of December 31, 2017.2022. See Note 98 to the accompanying consolidated financial statements contained in “Part II. Item 8. Financial Statements and Supplementary Data,” which also includes the accreted values of the indebtedness described below.


ccoh-20221231_g1.jpg


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Footprint

We operate in geographically diverse areas which are managed centrally on a consolidated level. The map below highlights our footprint along with our planned rural expansion over the next several years based on grants awarded as of December 31, 2022.
ccoh-20221231_g2.jpg
Products and Services


We offer our customers subscription-based Internet services, video services, including video on demand (“VOD”), high definition (“HD”) television, and digital video recorder (“DVR”) service, Internet servicesmobile and voice services. As of December 31, 2017, 74% of our footprint was all-digital enabling us to offer more HD channels, faster Internet speeds and better video picture quality and we intend to transition the remaining portions of our Legacy TWC and Legacy Bright House footprints to all-digital. Our video, Internet, and voice services are offered to residential and commercial customers on a subscription basis, with prices and related charges based on the types of service selected, whether the services are sold as a “bundle” or on an individual basis, and based on the equipment necessary to receive our services. Bundled services including some combination of our Internet, video, voice and/or mobile products are available to substantially all of our passings, and approximately 59% of our customers subscribe to a bundle of services.passings.


All customer statistics as of December 31, 2017 include the operations of Legacy TWC, Legacy Bright House and Legacy Charter, each of which is based on individual legacy company reporting methodology. These methodologies differ and their differences may be material. Statistical reporting will be conformed over time to a single reporting methodology.

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The following table summarizes our customer statistics for Internet, video, Internetvoice and voicemobile as of December 31, 20172022 and 20162021 (in thousands except per customer data and footnotes).


Approximate as of
December 31,
2022 (a)
2021 (a)
Customer Relationships (b)
Residential29,988 29,926 
Small and Medium Business ("SMB")2,207 2,143 
Total Customer Relationships32,195 32,069 
Monthly Residential Revenue per Residential Customer (c)
$114.66 $113.61 
Monthly SMB Revenue per SMB Customer (d)
$164.50 $165.50 
Internet
Residential28,412 28,137 
SMB2,021 1,952 
Total Internet Customers30,433 30,089 
Video
Residential14,497 15,216 
SMB650 617 
Total Video Customers15,147 15,833 
Voice
Residential7,697 8,621 
SMB1,286 1,282 
Total Voice Customers8,983 9,903 
Mobile Lines (e)
Residential5,116 3,448 
SMB176 116 
Total Mobile Lines5,292 3,564 
Enterprise Primary Service Units ("PSUs") (f)
284 272 
 Approximate as of
 December 31,
 
2017 (a)
 
2016 (a)(b)
Customer Relationships (c)
   
Residential25,639
 24,801
Small and Medium Business1,560
 1,404
Total Customer Relationships27,199
 26,205
    
Residential Primary Service Units ("PSUs")   
Video16,544
 16,836
Internet22,545
 21,374
Voice10,427
 10,327
 49,516
 48,537
    
Monthly Residential Revenue per Residential Customer (d)
$109.75
 $109.57
    
Small and Medium Business PSUs   
Video453
 400
Internet1,358
 1,219
Voice912
 778
 2,723
 2,397
    
Monthly Small and Medium Business Revenue per Customer (e)
$207.36
 $213.87
    
Enterprise PSUs (f)
114
 97


(a)We calculate the aging of customer accounts based on the monthly billing cycle for each account. On that basis, as of December 31, 2022 and 2021, customers include approximately 144,100 and 128,300 customers, respectively, whose accounts were over 60 days past due, approximately 52,800 and 26,800 customers, respectively, whose accounts were over 90 days past due, and approximately 214,100 and 43,200 customers, respectively, whose accounts were over 120 days past due. Bad debt expense associated with these past due accounts has been reflected in our consolidated statements of operations. The increase in past due accounts is predominately due to pre-existing and incremental unsubsidized services, including video services, for those customers participating in government assistance programs. These customers are downgraded to a fully subsidized Internet-only service.
(a)
We calculate the aging of customer accounts based on the monthly billing cycle for each account. On that basis, as of December 31, 2017 and 2016, customers include approximately 245,800 and 208,400 customers, respectively, whose accounts were over 60 days past due, approximately 19,500 and 15,500 customers, respectively, whose accounts were over 90 days past due, and approximately 12,600 and 8,000 customers, respectively, whose accounts were over 120 days past due.
(b)
In the second quarter of 2017, we conformed the seasonal customer program
(b)Customer relationships include the number of customers that receive one or more levels of service, encompassing Internet, video and voice services, without regard to which service(s) such customers receive. Customers who reside in the Legacy Bright House footprint to our program. Prior to the plan change, Legacy Bright House customers enrolling in the seasonal plan were charged a one-time fee and counted as customer disconnects, and as new connects, when moving off the seasonal plan. Under our seasonal plan, residential customers pay a reduced monthly fee while the seasonal plan is active and remain reported as customers. Excluding the impact of customer activity related to Legacy Bright House's previous seasonal plan, residential customer relationships and video, Internet and voice PSUs at December 31, 2016 would have been higher by approximately 10,000, 8,000, 12,000 and 7,000 respectively.
(c)
Customer relationships include the number of customers that receive one or more levels of service, encompassing video, Internet and voice services, without regard to which service(s) such customers receive. Customers who reside in residential


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multiple dwelling units (“MDUs”) and that are billed under bulk contracts are counted based on the number of billed units within each bulk MDU. Total customer relationships excludesexclude enterprise and mobile-only customer relationships.
(d)
Monthly residential revenue per residential customer is calculated as total residential video, Internet and voice annual revenue divided by twelve divided by average residential customer relationships during the respective year.
(e)
Monthly small and medium business revenue per customer is calculated as total small and medium business annual revenue divided by twelve divided by average small and medium business customer relationships during the respective year.
(f)
Enterprise PSUs represent the aggregate number of fiber service offerings counting each separate service offering as an individual PSU.

(c)Monthly residential revenue per residential customer is calculated as total residential annual revenue divided by twelve divided by average residential customer relationships during the respective year and excludes mobile revenue and customers.
(d)Monthly SMB revenue per SMB customer is calculated as total SMB annual revenue divided by twelve divided by average SMB customer relationships during the respective year and excludes mobile revenue and customers.

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(e)Mobile lines include phones and tablets which require one of our standard rate plans (e.g., "Unlimited" or "By the Gig"). Mobile lines exclude wearables and other devices that do not require standard phone rate plans.
(f)Enterprise PSUs represent the aggregate number of fiber service offerings counting each separate service offering at each customer location as an individual PSU.

Residential Services


VideoConnectivity Services


Our videoWe provide our customers receivewith a packagesuite of basic programming which, in our all-digital markets, generally includes a digital set-top box that provides an interactive electronic programming guide with parental controls, access to pay-per-viewbroadband connectivity services including VOD (available to nearly all offixed Internet, WiFi and mobile which when bundled together provides our passings), digital music channels and the option to view certain video services on third party devices. 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. Substantially all of our video programming is available in HD. We also offer certain video packages containing a limited number of channels via our cable television systems.

In the vast majority of our footprint, we offer VOD service which allows customers to select from approximately 35,000 titles at any time. VOD includes standard definition, HD and three dimensional (“3D”) content. VOD programming options may be accessed for free if the content is associated with a customer’s linear subscription, or for a fee on a transactional basis. VOD services are also 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 one-time special sporting event, music concert, or similar event on a commercial-free basis.differentiated converged connectivity experience while saving consumers and businesses money.


Our goal is to provide our video customersWe offer Spectrum Internet products with the programming they want, when they want it, on any device. DVR service enables customers to digitally record programming and to pause and rewind live programming.  Customers can also use our Spectrum TV application available on mobile devices, residential devices and on our website, to watchspeeds up to 250 channels of cable TV, view VOD programming, remotely control digital set-top boxes while in the home and to program DVRs remotely. Customers also have access to programmer authenticated applications and websites (known as TV Everywhere services) such as HBO Go®, Fox Now®, Discovery Go® and WatchESPN®.

In certain markets, we have launched Spectrum Guide®, a network or “cloud-based” user interface that can run on traditional set-top boxes, with a look and feel that is similar to that of the Spectrum TV App. Spectrum Guide® is designed to allow our customers to enjoy a state-of-the-art video experience on the majority of our set-top boxes, including accessing third-party video applications such as Netflix. The guide enables customers to find video content more easily across cable TV channels and VOD options. We plan to continue to deploy Spectrum Guide1 Gbps across our footprint and enhance this technology in 2018 and beyond.

entire footprint. Spectrum Internet Services

In 2017, we completedbundled with our launch of Spectrum pricing and packaging (“SPP”) and now offer an entry level Internet download speed of at least 100 megabits per second (“Mbps”) across 99% of our footprint and 200 Mbps across 17% of our footprint, which among other things,in-home Advanced WiFi allows severalmultiple people within a single household to stream HDhigh definition (“HD”) video content online while simultaneously using our Internet service for non-video purposes. Additionally, leveraging DOCSIS 3.1 technology, we had introduced speed offerings of 940 Mbps ("Spectrum Internet Gig") in 17% of our footprint as of December 31, 2017. Finally, we offer a security suite with our Internet services which, upon installation by customers, provides protection against computer viruses and spyware and includes parental control features.other purposes including two-way video conferencing, among other things.


We offer anOur in-home WiFi product that provides our Internet customers with high performance wireless routers and a managed WiFi service to maximize their in-home wireless Internet experience. Additionally, weWe offer an out-of-homeAdvanced WiFi service (“Spectrum WiFi”) in mostacross nearly all of our residential footprint along with WiFi 6 routers capable of delivering speeds over 1 Gbps. With Advanced WiFi, customers enjoy a cloud-optimized WiFi connection and have the ability to view and control their WiFi network through our Spectrum application (“My Spectrum App”). The service enables parental control schedules to be set for children’s devices or limit access entirely to unknown devices attempting to access the network.

Customers also have the option to add Spectrum WiFi pods to Advanced WiFi. WiFi pods are small, discreet access points that plug into electrical outlets in the home, providing broader and more consistent WiFi coverage. In 2022, we began rolling out Spectrum Security Shield across the residential footprint which protects all devices in the home using network-based security. This free security suite provides end point protection to computers in the home, enabling protection against computer viruses, spyware and threats from malicious actors across the Internet.

We also offer the capabilities of the Advanced WiFi service to MDUs as Advanced Community WiFi (“ACW”). With ACW, tenants will receive the same visibility and control over their apartment’s WiFi networks through the My Spectrum App, while building managers will be able to see and manage the entire building’s network through a purpose-built property service portal.

Our Spectrum Mobile service is offered to customers subscribing to our Internet service, and runs on Verizon Communications Inc.’s ("Verizon") mobile network, combined with Spectrum WiFi. We offer nationwide fifth generation ("5G") service at no incremental cost to our mobile customers enabling them to stream content several times faster and reducing latency when connecting to apps or webpages where 5G coverage exists. In addition, we continue to focus on improving the customer experience and integrating our mobile and fixed Internet products, providing greater WiFi access, speeds and performance using more than 500,000 of our out-of-home WiFi access points across our footprint combined with approximately 25 million out-of-home WiFi access points from other networks with which we partner, providing near nationwide coverage. In 2022, we launched an enhancement to our connectivity services with Spectrum Mobile Speed Boost at designated “hot spots.” In 2018,Home (“Speed Boost”). Customers are eligible for Speed Boost if they have both Spectrum Mobile and Spectrum Internet, a DOCSIS 3.1 modem and an Advanced WiFi router. When connected on their Spectrum Mobile device through their secure in-home WiFi private service set identifier (“SSID”), customers are now experiencing the fastest overall speeds up to 1 Gbps. The Spectrum Mobile SSID accelerates offload data from our mobile virtual network operator ("MVNO") cellular network to our own WiFi network and we expect it to continue to expand WiFi accessibility tobe available across our customers through our network of WiFi hotspots.footprint in 2023.


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Voice Services


We provide wireline voice communications services using voice over Internet protocol ("VoIP") technology to transmit digital voice signals over our network. Our voice services include unlimited local and long distance calling to the United States, Canada, Mexico and Puerto Rico, voicemail, call waiting, caller ID, call forwarding and other features and offers international calling either by the minute, or through packages of minutes per month. For customers that subscribe to both our voice and video offerings, caller ID on TV is also available in most areas. We also offer Call Guard, an advanced caller ID and robocall blocking solution, for our residential and SMB voice customers. Call Guard reduces customer frustration and improves security by blocking malicious calls while ensuring our customers continue to receive the legitimate automated calls they need from schools or healthcare providers.


Mobile

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Video Services


We provide our customers with a choice of video programming services on a variety of platforms including through a digital set-top box or an Internet Protocol ("IP") device. Video customers have access to a variety of programming packages with approximately 375 channels available in home and out of home allowing our customers to access the programming they want, when they want it, on any device. Our mobile strategy is builtvideo customers also have access to programmer authenticated applications such as Fox Now, Showtime and ESPN and direct to consumer applications such as Netflix and YouTube on the long-term vision of an integrated fixed/wireless networkcertain set-top boxes. In June 2022, we entered into a joint venture with differentiated products,Comcast to develop and offer a next-generation streaming platform, Xumo, with the ability to maximizeprovide streaming video packages, leverage our Spectrum TV® application, aggregate consumer streaming applications, and provide an industry leading voice search, with the potentialbenefit of new revenue streams.

Our video service also includes access to an interactive programming guide with parental controls and in virtually all of our existing cable business.footprint, video on demand (“VOD”) or pay-per-view services. VOD service allows customers to select from approximately 90,000 titles at any time. VOD programming options may be accessed at no additional cost if the content is associated with a customer’s linear subscription, or for a fee on a transactional basis. VOD services are also 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 one-time special sporting event, music concert, or similar event on a commercial-free basis. We intend to launch our Spectrum-branded mobile service in 2018 to residential customers via our mobile virtual network operator (“MVNO”) reseller agreement with Verizon Wireless. In the second phase, we plan to use our WiFi network in conjunction with additional unlicensed or licensed spectrum to improve network performance and expand capacity to offer consumers a superior wireless service.​​ In furtherance of this second phase, we have experimental wireless licenses from the Federal Communications Commission ("FCC") that we are utilizing to test next generation wireless services in several markets around the country. We currently plan to only offer our Spectrum mobile service to residential customers subscribing to our Internet service. In the future, we may also offer mobiledigital video recorder (“DVR”) service that enables customers to our smalldigitally record programming and medium businessto pause and rewind live programming on set-top boxes and cloud DVR service, which allows customers on similar terms. We believe Spectrum-branded mobile services will drive more sales of our core products, create longer customer livesto schedule, record and increase profitability and cash flow over time. As we launch our new mobile services, we expect an initial funding period to grow a new productwatch their favorite programming anytime from connected IP devices as well as negative working capital impacts fromSpectrumTV.com.

Customers are increasingly accessing their subscription video content through our highly rated Spectrum TV application via mobile devices and connected IP devices, such as Roku, Xumo TV and Samsung TV. Access to the timing of device-related cash flows when we provide the handset or tabletSpectrum TV application is included in all Spectrum TV video plans and allows users to customers pursuant to equipment installment plans.

We are exploring working withstream content across a variety of partners and vendors in agrowing number of operational areasplatforms as well as access their full TV lineup, watch on demand content and gives them the ability to program their DVR from anywhere. Customers are also able to purchase their video services within the wireless space, including: creating common operating platforms; technical standards development and harmonization; device forward and reverse logistics; and emerging wireless technology platforms. The efficiencies created are expected to provide more choice, innovative products and competitive prices for customers. We intend to consider and pursue opportunities in the mobile space which may include entering into joint ventures or partnerships with wireless or cable providers which may require significant investment. There is no assurance we will enter into such arrangements or that if we do, that they will be successful.Spectrum TV application.


Commercial Services


We offer scalable broadband communications solutions for businesses and carrier organizations of all sizes, selling Internet access, data networking, fiber connectivity to cellular towers and office buildings, video entertainment services and business telephone services.
 
Small and Medium Business


Spectrum Business offers Internet, voice and video services to small and medium businessesSMBs over our hybrid fiber coaxial network that are similarnetwork. In addition, we offer our Spectrum Mobile service to those that we provide to our residentialSMB customers. Spectrum Business includes a full range of video programming and entry-leveloffers Internet speeds of 100 Mbps downstream and 10 Mbps upstream. Additionally, customers can upgrade their Internet speedsup to 200 or 300 Mbps downstream.1 Gbps across our entire footprint. Spectrum Business also includes a set of business services including web hosting,static IP and business WiFi, e-mail and security, and multi-line telephonevoice services through either a traditional voice offering or hosted voice solution. In December 2022, we launched Spectrum Business Connect with RingCentral as our new SMB communications solution that includes Spectrum Internet, voice and complementary mobility features, and allows our customers’ remote and office employees to stay more than 30 business features including web-basedeasily connected regardless of their location. We also offer Wireless Internet Backup to our SMB customers which is designed to enhance and protect Internet service management, that are generally not available to residential customers.for SMBs in the event of a network disruption.
 
Enterprise Solutions


Spectrum Enterprise offers fiber-deliveredtailored communications products and managed ITservice solutions over a high-capacity last-mile network with speeds up to 100 Gbps to larger businesses as well as high-capacity last-mile data connectivityand government entities (local, state and federal), in addition to wholesale services to wirelessmobile and wireline carriers, Internet Service Providers (“ISPs”) and other competitive carriers on a wholesale basis.carriers. The Spectrum Enterprise'sEnterprise product portfolio includes fiberconnectivity services such as Internet access, voice trunking services, hosted voice, Ethernet servicesAccess (fiber, wireless and coax delivered); Wide Area Network ("WAN") solutions (Ethernet, Software Defined (“SD”)-WAN and cloud connectivity) that privately and securely connect geographically dispersed clientcustomer locations and cloud service providers; and Managed Services which address a wide range of enterprise networking (e.g. routing, Local Area Network (“LAN”), WiFi) and security (e.g. firewall, Distributed Denial of Service (“DDoS”) protection) challenges. To meet the communications needs of these more sophisticated customers, Spectrum Enterprise also offers an array of voice trunking services and unified messaging, communications and collaboration solutions. In December 2022, we launched Unified Communications with RingCentral, which integrates Spectrum Enterprise’s managed services to complement its other solutions and gives customers more choices for enhancing their digital experience across locations and devices. In addition, for

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industries such as hospitality, education and healthcare where specialized video solutions are demanded, Spectrum Enterprise offers a wide range of solutions designed to meet the needs of hospitality, education, and health care clients.  In addition,those requirements. Spectrum Enterprise is beginning market field trials of an innovative Hybrid Software-Defined Wide Area Network that enablesserves businesses to leverage the performance of Ethernet, the ubiquity of Internet connectivity and the flexibility of a software-defined solution to solve a wide array of business communications and networking challenges. Our managed IT portfolio includes Cloud Infrastructure as a Service and Cloud Desktop as a Service, and managed hosting, application, and messaging solutions, along with other related IT and professional services. Ournationally by combining its large serviceable footprint allows us to effectively serve businesswith a robust portfolio of fiber lit buildings and a significant wholesale partner network. As a result, these customers with multiple sites across given


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geographic regions. These customers can benefit fromby obtaining advanced servicessolutions from a single provider who is committed to an exceptional customer experience and who delivers compelling value by simplifying procurement and offering competitive pricing potentially reducing theirour customers' costs.


Advertising Services


Our advertising sales division, Spectrum Reach,®, offers local, regional and national businesses the opportunity to advertise in individual and multiple marketsservice areas on cable television networks, various streaming services and digital outlets.numerous advanced advertising platforms. We receive revenues from the sale of local advertising across various platforms for networks such as MTV®,TBS, CNN® and ESPN®. In any particular market, we typicallyESPN. We insert local advertising on up to 60 channels.100 channels in over 90 markets. Our large footprint provides opportunities for advertising customers to address broader regional audiences from a single provider and thus reach more customers with a single transaction. Our size also provides scale to invest in new technology to create more targeted and addressable advertising capabilities.


Available advertising time is generally sold by our advertising sales force. In some markets,service areas, we have formed advertising interconnects or entered into representation agreements with other video distributors, including, among others, Verizon, Communications Inc.’s (“Verizon”) fiber optic service (“FiOS”)DirecTV and AT&T Inc.’s (“AT&T”) U-verse and DIRECTV platforms,Comcast, under which we sell advertising on behalf of those operators. In other markets,service areas, we enter into representation agreements under which another operator in the area will sell advertising on our behalf. These arrangements enable us and our partners to represent and deliver linear commercials on their inventory across wider geographic areas, replicating the reach of local broadcast television stations to the extent possible. In addition, we enter into interconnect agreements from time to time with other cable operators, which, on behalf of a number of video operators, sells advertising time to national and regional advertisers in individual or multiple markets.service areas.


Additionally, we sell the advertising inventory of our owned and operated local sports news and lifestylenews channels, of our regional sports networks that carry Los Angeles Lakers’ basketball games and other sports programming and of SportsNet LA, a regional sports network that carries Los Angeles Dodgers’ baseball games and other sports programming.


In 2022, we expanded our deployment of household addressability ("HHA"), which allows for more precise targeting across our footprint. Additionally, in conjunction with other MVPDs, Spectrum Reach enables multi-channel cable networks (e.g. AMC, Discovery) to deploy HHA on their own inventory in our footprint, charging them an enablement fee. We are in the process of deploying advancedalso continue to further enhance our Ad Portal, which allows small businesses to purchase local cable advertising products such asand/or creative services via our web portal with limited sales personnel interaction at a price within their budgets. Our fully deployed Audience App, which uses our proprietary set-top box viewership data (all anonymized and aggregated), allows us to optimizecreate data-driven linear TV campaigns for local advertisers. In 2022, Spectrum Reach launched its first programmatic sales platform allowing advertising agencies and advertisers to buy inventory and household addressability,in a fully automated way. Streaming TV, which allows for more finite targeting, within various partsis largely comprised of Spectrum TV application impressions, as well as those from numerous over-the-top streaming content providers, is part of our footprint. These newsuite of advanced advertising products will be distributed across moreavailable to the marketplace. Spectrum Reach is also now employing multi-screen deterministic attribution services for television and streaming services that lets advertisers know the effectiveness of our footprint in 2018.their advertising on Spectrum Reach’s platform.


Other Services


Regional Sports and News Networks


We have an agreement with the Los Angeles Lakers for rights to distribute all locally available Los Angeles Lakers’ games through 2033. We broadcast those games on our regional sports network, Spectrum SportsNet. We also manage 16 local news channels, including Spectrum News NY1, a 24-hour news channel focused on New York City, 10 local sports channels and one local lifestyle community channel, and we own 26.8% of Sterling Entertainment Enterprises, LLC (doing business as SportsNet New York), a New York City-based regional sports network that carries New York Mets’ baseball games as well as other regional sports programming.

American Media Productions, LLC ("American Media Productions"), an unaffiliated third party, owns SportsNet LA, a regional sports network carrying the Los Angeles Dodgers’ baseball games and other sports programming. In accordance with agreements with American Media Productions, we act as the network’s exclusive affiliate and advertising sales representative and have certain branding and programming rights with respect to the network. In addition, we provide certain production and technical services to American Media Productions. The affiliate, advertising, production and programming agreements continue through 2038. We also own 26.8% of Sterling Entertainment Enterprises, LLC (doing business as SportsNet New York), a New York City-based regional sports network that carries New York Mets’ baseball games as well as other regional sports programming.


Security

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News Channels

We own and Home Managementmanage 37 local news channels, including Spectrum News NY1® and Spectrum News SoCal, 24-hour news channels focused on New York City and Los Angeles, respectively. Our local news channels connect the diverse communities and neighborhoods we serve providing 24/7 hyperlocal content, focusing on news, programming and storytelling that addresses the deeper needs and interests of our customers. Customers can also read, watch and listen to news stories by our Spectrum News journalists and local partner publications on their mobile device on our Spectrum News application and certain smart TVs and streaming devices.


We provide security and home management services to our residential customers in certain markets. Our broadband cable system connects the customer’s in-home system to our emergency response center for traditional security, fire and medical emergency monitoring and dispatch. The service also allows customers to remotely arm or disarm their security system, monitor their home via indoor and outdoor cameras, and remotely operate key home functions, including setting and controlling lights, thermostats and door locks.

Pricing of Our Products and Services


Our revenues are principally derived from the monthly fees customers pay for the services we provide. We typically charge a one-time installation fee which is sometimes waived or discounted in certain sales channels during certain promotional periods.


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Our SPPSpectrum pricing and packaging ("SPP") generally offers a standardized price for each tier of service, bundle ofacross our services and add-on service, regardless of market and emphasizes triple play bundles of video, Internet and voice services. Our most popular and competitive services are combined in core packages at what we believe are attractive prices.allowing customers to design a bundle offering that fits their needs. We believe SPP:

•offers a higher quality and more value-based set of services relative to our approach:competitors, including fast Internet speeds, hundreds of HD channels and a transparent pricing structure;

•offers simplicity for customers to understand our offers, and for our employees in service delivery;
•drives our ability to package more services at the time of sale, thus increasing revenue per customer;
offers a higher quality and more value-based set of services, including faster Internet speeds, more HD channels, lower equipment fees and a more transparent pricing structure;
•drives higher customer satisfaction, lower service calls and churn; and
•allows for gradual price increases at the end of promotional periods.


We also have specialized offerings to enhance affordability of our Internet product for qualified low-income households, including Spectrum Internet Assist, a 30 megabits per second ("Mbps") service, and Internet 100, a 100 Mbps service. Both are low cost and include a modem for no additional charge. In addition, many of our customers are eligible for a subsidy through the Federal Communications Commission's ("FCC") Affordable Connectivity Program ("ACP") which provides eligible low-income households with up to $30 per month towards Internet service.

In October 2022, we introduced Spectrum One, which brings together in a high-value package, Spectrum Internet, Advanced WiFi and Unlimited Spectrum Mobile, offering consumers fast, reliable and secure online connections on their favorite devices at home and on-the-go. Alternatively, our mobile customers can choose one of two simple ways to pay for data. Customers can choose from unlimited or by-the-gig data usage plans and can easily switch between mobile data plans during the month. All plans include 5G service, free nationwide talk and text, and simple pricing that includes all taxes and fees. Customers can also purchase mobile devices and accessory products and have the option to pay for devices under interest-free monthly installment plans. Our device portfolio includes 5G models from Apple, Google and Samsung and we offer trade-in options along with a bring-your-own-device (“BYOD”) program which lowers the costs for our customers switching to Spectrum Mobile from other mobile operators.

Our Network Technologyand Customer Premise Equipment


Our network includes three key components: a national backbone, regional/metro networks and a “last-mile” network.  Both our national backbone and regional/metro network components utilize a redundant Internet Protocol ("IP")IP ring/mesh fiber architecture.  The national backbone component provides connectivity from regional demarcation points to nationally centralized content, connectivity and services.  The regional/metro network components provide connectivity between the regional demarcation points and headends within a specific geographic area and enable the delivery of content and services between these network components.


Our last-mile network utilizes a hybrid fiber coaxial cable (“HFC”) architecture, which combines the use of fiber optic cable with coaxial cable.  In most systems, we deliver our signals via fiber optic cable from the headend to a group of nodes, and use coaxial cable to deliver the signal from individual nodes to the homes served by that node.  For our fiber Internet, Ethernet, carrier wholesale, SIP and PRI Spectrum Enterprise customers, fiber optic cable is extended from individual nodes to the customer’s site.  For certain new build and MDU sites, we increasingly bring fiber to the customer site. Our design standard is sixallows spare fiber strands of fiber to each node with two strands activated and four strands reserved for spares and future services.  This design standard allows these additional strands to be utilized for additional residential traffic capacity, and enterprise customer needs as they arise. For our Spectrum Enterprise customers, fiber optic cable is extended to the customer’s site.  For certain new buildouts, including for our rural construction initiative, and MDU sites, we utilize a fiber deployment. We believe that this hybrid network design provides high capacity and signal quality.  The design also provides two-way signal capabilities for the support of interactive services.quality with a cost efficient path to increased speeds. 


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HFC architecture benefits include:


•bandwidth capacity to enable traditional and two-way video and broadband services;
•dedicated bandwidth for delivering two-way services; and
services, signal quality and highhigher service reliability.reliability, which provides an advantage over fixed wireless offerings;

•the ability to upgrade capacity at a lower incremental capital cost relative to our competitors; and
Approximately 98% of•a powered network enabling Advanced WiFi out-of-home and our estimated passings are served byfuture 5G small cell access points.

Our systems that havecurrently provide a two-way all-digital platform, leveraging DOCSIS 3.1 technology and bandwidth of 750 megahertz or greater, asto virtually all of December 31, 2017.our estimated passings. This bandwidth capacity enables us to offer HD television, DOCSIS-based Internet services and voice services.

An all-digital platformbandwidth-rich network enables us to offer a largerlarge selection of HD channels fasterand Spectrum Internet speeds and better picture quality while providing greater plant security and enabling lower installation and disconnect service truck rolls. We are currently all-digital in 74%Gig across all of our footprint which enables us to provide fast, reliable and secure online connections and meet nearly all current residential customer demands today. Over the next three years, we intend to deploy network enhancements to upgrade our footprint initially expanding our spectrum to 1.2 Ghz through a module upgrade in the hub, node and amplifier and using high splits to deliver multi-gig speed capabilities while using the current DOCSIS 3.1 customer premise equipment. Later, we will continue to expand our spectrum to 1.2 Ghz but will use DAA to deliver even faster speeds when using the next generation of DOCSIS modem, DOCSIS 4.0. Next, we will begin to deploy DOCSIS 4.0 technology, to further increase our spectrum to 1.8 Ghz enabling even higher speed capabilities. This network evolution will also allow us to extend fiber services to the home in a success based “Fiber on Demand” manner and is the technology currently deployed in our rural fiber buildouts. We plan to complement our wireline investments with planned WiFi upgrades for in-home routers. With nearly 500 million devices connected wirelessly to our network in our customer's homes and businesses, we will unlock our network investments for multi-gigabit speeds through the deployment of WiFi 6E in 2023.

We own 210 Citizen Broadband Radio Service ("CBRS") Priority Access Licenses ("PALs") and intend to transition the remaining portions ofuse these licenses along with unlicensed CBRS spectrum to build our Legacy TWCown 5G data-only mobile network on targeted 5G small cell sites leveraging our HFC network to provide power and Legacy Bright House footprints.

We have been introducing our new set-top box, WorldBox,data connectivity to consumers in certain markets. The WorldBox design has opened the set-top box market to new vendors and reduced our set-top box costs. WorldBox also includes more advanced features and functionality than older set-top boxes, including faster processing times, IP capabilities with increased speed, additional simultaneous recordings, increased DVR storage capacity, and a greater degree of flexibility for consumers to take Charter-provisioned set-top boxes with them, if and when, they move residences. We have also been introducing our new cloud-based user interface, Spectrum Guide®, to our video customers in certain markets. Spectrum Guide® improves video content search and discovery, and fully enables our on-demand offering. In addition, Spectrum Guide® can function on the majority of the sites. These 5G small cells, combined with growing WiFi capabilities, increase speed and reliability along with improving our set-top boxes, reducing costscost structure through offload onto our owned networks. In 2022, we began a trial of the 5G network, which will inform our deployment plan for 5G small cell sites, as part of our broader multi-year 5G mobile network buildout, based on disciplined cost reduction targets.

Rural Construction Initiative

In 2022, we continued our rural broadband construction initiative in which we intend to expand our network to offer a suite of broadband connectivity services including fixed Internet, WiFi and customer disruptionmobile to swap equipmentmore than one million estimated passings in unserved areas in states where we currently operate. We expect to invest over $6 billion over the next several years, a portion of which we expect to offset with government funding including over $1.7 billion of support awarded through December 31, 2022 in the RDOF auction and other federal, state and municipal grants, and we expect to participate in additional federal, state and municipal grant programs over the coming years. In addition to construction in areas subsidized by various government grants, we expect to continue rural construction in areas near our current plant and in areas surrounding subsidized construction where synergies can be achieved. These investments will allow us to generate long-term infrastructure-style returns by further taking advantage of the efficiencies of the scale and quality of our network and construction capabilities while offering our high quality products and services to more homes and businesses. We expect these newly-served homes will be enabled to engage in distance learning, remote work, telemedicine and other bandwidth-heavy applications that require high speed broadband connectivity. Newly-served rural areas will also benefit from our high-value SPP structure including our voice and mobile offerings, as well as our comprehensive selection of video products. The successful and timely execution of such fiber-based construction is dependent on a variety of external factors, including the make-ready and utility pole permitting processes. With fewer homes and businesses in these areas, broadband providers need to access multiple poles per home, as opposed to multiple homes per pole in higher-density settings. As a result, pole applications, pole replacement rules and their affiliated issue resolution processes are all factors that can have a significant impact on construction timing and speed to completion. The RDOF auction rules and other subsidy grants establish construction milestones for new functionality.the build-out utilizing subsidized funding. Failure to meet those milestones could subject us to financial penalties.


Management, Customer Operations and Marketing


Our operations are centralized, with senior executives located at several key corporate offices, responsible for coordinating and overseeing operations, including establishing company-wide strategies, policies and procedures. Sales and marketing, network operations, field operations, customer operations, network operations, engineering, advertising sales, human resources, legal, government relations, information technology and finance are all directed at the corporate level. Regional and local field operations are responsible for


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customer premise service transactions and maintaining and constructing that portion of our network which is located outdoors. In 2018, ourOur field operations group continues to focus on standardizing practices, processes, procedures

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strategy includes completing a significant portion of our activity with our employees which we find drives consistent and metrics.higher quality services. In 2022, our in-house field operations workforce handled approximately 80% of our customer premise service transactions.   


We continue to focus on improving the customer experience through enhanced product offerings, reliability of services, and delivery of quality customer service. As part of our operating strategy, we are committed to investments and hiring plans that continue to insource most of our customer operations workload. In-house domesticOur in-house call centers handled approximately 75%handle nearly all of our total customer service calls. We manage our customer service calls and are managedcall centers centrally to ensure a consistent, high quality customer experience. RoutingIn addition, we route calls by particular call typestype to specific agents that only handle such call types, enablesenabling agents to become experts in addressing specific customer needs, thus creating a better customer experience. We also continue to migrateService from our call centers continues to fullbecome more efficient as a result of new tool enhancements that give our front-line customer service agents more context and real-time information about the customer and their services which allows them to more effectively troubleshoot and resolve issues. Our call center agent desktop interface tool enables virtualization whichof all call centers thereby better serving our customers. Virtualization allows calls to be routed across our call centers regardless of the location origin of the call, reducing call wait times, and saving costs. A new call center agent desktop interface tool, already used at Legacy Charter, is being developed for Legacy TWC and Legacy Bright House. This new desktop interface tool will enable virtualization of all call centers, regardless of legacy billing platform, and will better serve our customers.


We also provide customers with the opportunity to interact with us in the manner they choose through a variety of forums in addition to telephonic communications, including throughself-service options on our customer website and mobile device applications,application, or via telephonic communication, online chat and social media. Our customer websites and mobile applications enable customers to pay their bills, manage their accounts, order and activate new services and utilize self-service help and support. In addition, our self-install program has been beneficial for customers who need flexibility in the timing of their installation.


We sell our residential and commercial services using a national brand platformplatforms known as Spectrum®, Spectrum, Business®Spectrum Business, Spectrum Enterprise and Spectrum Enterprise®.Reach. These brands reflect our comprehensive approach to industry-leading products, driven by speed, performance and innovation. Our marketing strategy emphasizes the sale of our bundled services through targeted direct response marketing programs to existing and potential customers, and increases awareness and the value of the Spectrum brand. Our marketing organization creates and executes marketing programs intended to grow customer relationships, increase the number of services we sell per relationship, retain existing customers and cross-sell additional products to current customers. We monitor the effectiveness of our marketing efforts, customer perception, competition, pricing, and service preferences, among other factors, in order to increase our responsiveness to our customers and to improve our sales and customer retention. The marketing organization manages the majority of theall residential and SMB sales channels including inbound, direct sales, on-line, outbound telemarketing and stores.


Programming


We believe that offering a wide variety of video programming choices influences a customer’s decision to subscribe to and retain our cable video services. We obtain basic and premium programming, usually pursuant to written contracts from a number of suppliers. Media corporation and broadcast station group consolidation has, however, resulted in fewer suppliers and additional selling power on the part of programming suppliers. Our programming contracts are generally for a fixed period of time, usually for multiple years, and are subject to negotiated renewal. Recently, we have begun entering into agreements to co-produce original content which give us the right to provide our customers with certain exclusive content, for a period of time.


Programming is usually made available to us for a license fee, which is generally paid based on the number of customers to whom we make that programming available. Programming license fees may include “volume” discounts and other financial incentives to support the launch of a channel and/or ongoing marketing support, as well as discounts for channel placement or service penetration. For home shopping channels, we typically receive a percentage of the revenue attributable to our customers’ purchases. We also offer VOD and pay per viewpay-per-view channels of movies and events that are subject to a revenue split with the content provider.

Our programming costs have increased in excess of customary inflationary and cost-of-living type increases.  We expect programming costs to continue to increase due to a variety of factors including, annual increases pursuant to our programming contracts, contract renewals with programmers and the carriage of incremental programming, including new services, higher expanded basic video penetration and VOD programming. Increases in the cost of sports programming and the amounts paid for broadcast station retransmission consent have been the largest contributors to the growth in our programming costs over the last few years. Additionally, the demands of large media companies who link carriage of their most popular networks to carriage and cost increases of their less popular networks, has limited our flexibility in creating more tailored and cost-sensitive programming packages for consumers. 

Federal law allows commercial television broadcast stations to make an election between “must-carry” rights and an alternative “retransmission-consent” regime. When a station opts for retransmission-consent, we are not allowed to carry the station’s signal without that station’s permission. Continuing demands by owners of broadcast stations for cash payments at substantial increases over amounts paid in prior years in exchange for retransmission consent will increase our programming costs or require us to cease carriage of popular programming, potentially leading to a loss of customers in affected markets.



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Over the past several years, increases in our video service rates have not fully offset the increases in our programming costs, and with the impact of increasing competition and other marketplace factors, we do not expect the increases in our video service rates to fully offset the increase in our programming costs for the foreseeable future. Although we pass along a portion of amounts paid for retransmission consent to the majority of our customers, our inability to fully pass programming cost increases on to our video customers has had, and is expected in the future to have, an adverse impact on our cash flow and operating margins associated with our video product.In order to mitigate reductions of our operating margins due to rapidly increasing programming costs, we continue to review our pricing and programming packaging strategies.

We currently have programming contracts that have expired and others that will expire at, or before the end, of 2018. We will seek to renew these agreements on terms that we believe are favorable. There can be no assurance, however, that these agreements will be renewed on favorable or comparable terms. To the extent that we are unable to reach agreements with certain programmers on terms that we believe are reasonable, we have been, and may in the future be, forced to remove such programming channels from our line-up, which may result in a loss of customers.

Regions

We operate in geographically diverse areas which are organized in regional clusters. These regions are managed centrally on a consolidated level. Our eleven regions and the customer relationships within each region as of December 31, 2017 are as follows (in thousands):

RegionsTotal Customer Relationships
Carolinas2,668
Central2,870
Florida2,389
Great Lakes2,208
Northeast2,970
Northwest1,472
NYC1,334
South2,085
Southern Ohio2,093
Texas2,736
West4,374


Competition


Residential Services


We face intense competition for residential customers, both from existing competitors and, as a result of the rapid development of new technologies, services and products, from new entrants.


Internet Competition

Our residential Internet service faces competition across our footprint from fiber-to-the-home ("FTTH"), fixed wireless broadband, Internet delivered via satellite and DSL services. AT&T Inc. ("AT&T"), Frontier Communications Corporation (“Frontier”) and Verizon are our primary FTTH competitors. Given the FTTH deployments of our competitors, launches of broadband services offering 1 Gbps speed have recently grown. Several competitors, including AT&T, Frontier, Verizon,

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WideOpenWest, Inc. ("WOW") and Google Fiber, deliver 1 Gbps broadband speed (and some deliver multi Gbps) in at least a portion of their footprints which overlap our footprint. Additionally, several national mobile network operators offer Long Term Evolution (“LTE”) or 5G delivered fixed wireless home Internet service in our markets. In several markets, we also face competition from one or more fixed wireless providers that deliver point-to-point Internet connectivity. DSL service is offered across our footprint often at prices lower than our Internet services, although typically at speeds much lower than the minimum speeds we offer as part of SPP. In addition, a growing number of commercial areas, such as retail malls, restaurants and airports, offer WiFi Internet service. Numerous local governments are also considering or actively pursuing publicly subsidized WiFi Internet access networks. These options offer alternatives to cable-based Internet access. We face terrestrial broadband Internet (defined as at least 25 Mbps) competition from three primary competitors, AT&T, Frontier and Verizon, in approximately 35%, 11% and 5% of our operating footprint, respectively.

Video competitionCompetition


Our residential video service faces competition from direct broadcast satellite (“DBS”)DBS service providers, which have a national footprint and compete in all of our operating areas. DBS providers offer satellite-delivered pre-packaged programming services that can be received by relatively small and inexpensive receiving dishes. DBS providers offer aggressive promotional pricing, exclusive programming (e.g., NFL Sunday Ticket) and video services that are comparable in many respects to our residential video service. Our residential video service also faces competition from large telecommunications companies, with fiber-based networks, primarily AT&T U-verse, Frontier Communications Corporation (“Frontier”) FiOs and Verizon, FiOs, which offer wireline video services in approximately 27%, 8% and 4%, respectively,significant portions of our operating areas. AT&T also owns DIRECTV, and as a combined company provides video service (via IP or satellite) and voice service (via IP or wireless) across our entire footprint, and delivers video, Internet, voice and mobile services across 45% of our passings. AT&T also announced the acquisition of Time Warner Inc. in October 2016 which is subject to regulatory approval. If approved, it is not yet clear how AT&T will use the various programming and studio assets it would acquire from Time Warner Inc. to benefit its own products on its four video platforms or what potential program access conditions, as part of any regulatory approval, might apply.


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Our residential video service also faces growing competition across our footprint from a number of other sources, including companies that deliver linear network programming, movies and television shows on demand and other video content over broadband Internet connections to televisions, computers, tablets and mobile devices. These newer categories of competitors include virtual multichannel video programming distributors (“V-MVPD”vMVPDs”) such as DirecTV NOW,Hulu Live, YouTube TV, Sling TV, Playstation Vue, YouTube TVPhilo and Hulu Live,DirecTV Stream. Other online video business models and direct to consumer products have also developed, some offered by programmers that have not traditionally sold programming directly to consumers, such as HBO Now, CBS All Access and Showtime Anytime. Other online video business models have also developed, including, (i) subscription video on demand (“SVOD”) services such as Netflix, Apple TV+, Amazon Prime, and Hulu Plus, Disney+, HBO Max, Peacock, Paramount+, AMC+, Starz and Showtime Anytime, (ii) ad-supported free online video products, including YouTube and Hulu,Pluto TV, some of which offer programming for free to consumers that we currently purchase for a fee, (iii) pay-per-view products, such as iTunes, and Amazon Instant, and (iv) additional offerings from wirelessmobile providers which continue to integrate and bundle video services and mobile products. Historically, we have generally viewed SVOD online video services as complementary to our own video offering, and we have developed a cloud-based guide that is capable of incorporating video from many online video services currently offered in the marketplace.offering. As the proliferation of online video services grows, however, services from V-MVPDsvMVPDs and new direct to consumer offerings, as well as piracy and password sharing, could negatively impact the growthnumber of customers purchasing our video business.product.

Internet competition

Our residential Internet service faces competition from the phone companies’ DSL, fiber-to-the-home ("FTTH") and wireless broadband offerings, as well as from a variety of companies that offer other forms of online services, including wireless and satellite-based broadband services. AT&T, Frontier FiOs and Verizon’s FiOs are our primary FTTH competitors. Given the FTTH deployments of our competitors, launches of broadband services offering 1 gigabits per second (“Gbps”) speed have recently grown. Several competitors, including AT&T, Verizon's FiOs and Google, deliver 1 Gbps broadband speed in at least a portion of their footprints which overlap our footprint. DSL service is often offered at prices lower than our Internet services, although typically at speeds much lower than the minimum speeds we offer as part of SPP. Various wireless phone companies are now offering third and fourth generation (3G and 4G) wireless Internet services and some have announced that they intend to offer faster fifth generation (5G) services in the future. Some wireless phone companies offer unlimited data packages to customers. In addition, a growing number of commercial areas, such as retail malls, restaurants and airports, offer WiFi Internet service. Numerous local governments are also considering or actively pursuing publicly subsidized WiFi Internet access networks. These options offer alternatives to cable-based Internet access.


Voice competitionCompetition


Our residential voice service competes with wireless and wireline phone providers across our footprint, as well as other forms of communication, such as text messaging on cellular phones, instant messaging, social networking services, video conferencing and email. We also compete with “over-the-top” phone providers, such as Vonage, Skype, magicJack, Google Voice and Ooma, Inc., as well as companies that sell phone cards at a cost per minute for both national and international service. The increase in the number of different technologies capable of carrying voice services and the number of alternative communication options available to customers as well as the replacement of wireline services by wireless have intensified the competitive environment in which we operate our residential voice service. When launched, our

Mobile Competition

Our mobile service will compete with other wireless providers such asfaces competition from national mobile network operators including AT&T, Verizon AT&T,and T-Mobile US, Inc. ("T-Mobile"), fixed wireless providers, as well as a variety of regional operators and mobile virtual network operators. Most carriers offer unlimited data packages to customers while some also offer free devices. Various operators also offer wireless Internet services delivered over networks which they continue to enhance to deliver faster speeds. AT&T, Verizon and T-Mobile continue to expand 5G mobile services. Additionally, in connection with Dish Network Corporation’s acquisition of Sprint Corporation’s (“Sprint”) prepaid mobile services businesses, the FCC and Department of Justice ("DOJ") have imposed a timeline on Dish Network Corporation ("Sprint").(70% by June 2023) for 5G network development and expansion. We also compete for retail activations with other resellers that buy bulk wholesale service from wireless service providers for resale.



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Regional Competitors


In some of our operating areas, other competitors have built networks that offer Internet, video Internet and voice services that compete with our services. For example, in certain markets,service areas, our residential Internet, video Internet and voice services compete with WOW, altafiber, Google Fiber Cincinnati Bell Inc., Hawaiian Telcom, RCN Telecom Services, LLC, Grande Communications Networks, LLC and WideOpenWest Finance, LLC.Astound Broadband.


Additional competitionCompetition


In addition to multi-channel video providers, cable systems compete with other sources of news, information and entertainment, including over-the-air television broadcast reception, live events, movie theaters and the Internet. Competition is also posed by fixed wireless and satellite master antenna television systems, or SMATV("SMATV") systems serving MDUs, such as condominiums, apartment complexes, and private residential communities.


Business Services


We face intense competition across each of our business services product offerings. Our small and medium businessSMB Internet, video Internet,


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networking and voice services face competition from a variety of providers as described above. Our enterprise solutions also face competition from the competitors described above as well as cloud-based application-service providers, managed service providers and other telecommunications carriers, such as metro and regional fiber-based carriers. We also compete with cloud, hosting and related service providers and application-service providers.
 
Advertising


We face intense competition for advertising revenue across many different platforms and from a wide range of local and national competitors. Advertising competition has increased and will likely continue to increase as new advertising avenuesplatforms seek to attract the same advertisers. We compete for advertising revenue against, among others, local broadcast stations, national cable and broadcast networks, radio stations, print media and online advertising companies and content providers.

Security and Home Management

Our IntelligentHome service faces competition from traditional security companies, such as the ADT Corporation, service providers such as Verizon and AT&T, as well as new entrants, such as Vivint, Inc., Alarm.com, Inc. and NEST Labs, Inc.


Seasonality and Cyclicality 


Our business is subject to seasonal and cyclical variations. Our results are impacted by the seasonal nature of customers receiving our cable services in college and vacation markets.service areas. Our revenue is subject to cyclical advertising patterns and changes in viewership levels. Our advertising revenue is generally higher in the second and fourth calendar quarters of each year, due in part to increases in consumer advertising in the spring and in the period leading up to and including the holiday season. U.S. advertising revenue is also cyclical, benefiting in even-numbered years from advertising related to candidates running for political office and issue-oriented advertising. Our capital expenditures and trade working capital are also subject to significant seasonality based on the timing of subscriber growth, network programs, specific projects and construction.


Regulation and Legislation


The following summary addresses the key regulatory and legislative developments affecting the cable industry and our services for both residential and commercial customers. Cable system operationssystems and related communications networks and services are extensively regulated by the federal government (primarily the FCC), certain state governments and many local governments. A failure to comply with these regulations could subject us to substantial penalties. Our business can be dramatically impacted by changes to the existing regulatory framework, whether triggered by legislative, administrative, or judicial rulings. Congress and the FCC have frequently revisited the subject of communications regulation and they are likely to do so again in the future. We could be materially disadvantaged in the future if we are subject to new laws, regulations or regulatory actions that do not equally impact our key competitors. For example, Internet-delivered streaming video services compete with our traditional video service, but they are not subject to the same level of federal, state, and local regulation. We cannot provide assurance that the already extensive regulation of our business will not be expanded in the future. In addition, through May 2023, we are already subject to Charter-specific conditions regarding certain business practices as a result of the FCC’s approval of the Transactions.merger in 2016 with Time Warner Cable Inc. (“TWC”) and acquisition of Bright House Networks, LLC (“Bright House”).


VideoService


Must Carry/Retransmission Consent


There are two alternative legal methods for carriage of local broadcast television stations on cable systems. Federal “must carry” regulations require cable systems to carry local broadcast television stations upon the request of the local broadcaster.

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Alternatively, federal law includes “retransmission consent” regulations, by which popular commercial television stations can prohibit cable carriage unless the cable operator first negotiates for “retransmission consent,” which may be conditioned on significant payments or other concessions. Popular stations invokingroutinely invoke “retransmission consent” have been demandingand demand substantial compensation increases in their recent negotiations with cable operators, thereby significantly increasing our operating costs.


Additional government-mandated broadcast carriage obligations, including those related to the FCC’s newly adopted enhanced technical broadcasting option (Advanced Television Systems Committee 3.0), could disrupt existing programming commitments, interfere with our preferred use of limited channel capacity, and limit our ability to offer services that appeal to our customers and generate revenues.

Cable Equipment

In 1996, Congress enacted a statute requiring the FCC to adopt regulations designed to assure the development of an independent retail market for “navigation devices,” such as cable set-top boxes. As a result, the FCC required cable operators to make a separate offering of security modules (i.e., a “CableCARD”) that can be used with retail navigation devices. Some of the FCC’s rules


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requiring support for CableCARDs were vacated by the United States Court of Appeals for the District of Columbia in 2013, and another of these rules was repealed by Congress in 2014, but the basic obligation to provide separable security for retail devices remains in place. In 2016, the FCC proposed to replace its CableCARD regime with burdensome new rules that would have required us to make disaggregated “information flows” available to set-top boxes and apps supplied by third parties. That proposal was not adopted, but various parties may continue to advocate alternative regulatory approaches to reduce consumer dependency on traditional operator provided set-top boxes.  It remains uncertain whether the FCC or Congress will change the legal requirements related to our set-top boxes and what the impact of any such changes might be.

Privacyand Information Security Regulation

The Communications Act of 1934, as amended (the “Communications Act”) limits our ability to collect, use, and disclose customers’ personally identifiable information for our video, voice, and Internet services, as well as provides requirements to safeguard such information. We are subject to additional federal, state, and local laws and regulations that impose additional restrictions on the collection, use and disclosure of consumer information. Further, the FCC, Federal Trade Commission ("FTC"), and many states regulate and restrict the marketing practices of communications service providers, including telemarketing and sending unsolicited commercial emails.

As a result of the FCC’s 2017 decision to reclassify broadband Internet access service as an “information service,” the FTC once again has the authority, pursuant to its authority to enforce against unfair or deceptive acts and practices, to protect the privacy of Internet service customers, including our use and disclosure of certain customer information. Although one court decision has raised questions regarding the extent of FTC jurisdiction over companies that offer both common carrier services as well as non-common carrier services, that decision has been stayed, pending review by the full Ninth Circuit Court of Appeals.

Our operations are also subject to federal and state laws governing information security. In the event of an information security breach, such rules may require consumer and government agency notification and may result in regulatory enforcement actions with the potential of monetary forfeitures. The FCC, the FTC and state attorneys general regularly bring enforcement actions against companies related to information security breaches and privacy violations.

Various security standards provide guidance to telecommunications companies in order to help identify and mitigate cybersecurity risk. One such standard is the voluntary framework released by the National Institute for Standards and Technologies (“NIST”) in February 2014, in cooperation with other federal agencies and owners and operators of U.S. critical infrastructure. The NIST cybersecurity framework provides a prioritized and flexible model for organizations to identify and manage cyber risks inherent to their business. It was designed to supplement, not supersede, existing cybersecurity regulations and requirements. Several government agencies have encouraged compliance with the NIST cybersecurity framework, including the FCC, which is also considering expansion of its cybersecurity guidelines or the adoption of cybersecurity requirements. NIST recently proposed draft updates to this voluntary framework and is expected to release final revisions in 2018.

After the repeal of the FCC’s 2016 privacy rules through the Congressional Review Act, many states and local authorities have considered legislative or other actions that would impose additional restrictions on our ability to collect, use and disclose certain information. Despite language in the FCC’s December 2017 decision reclassifying broadband Internet access service as an “information service,” that preempts state and local privacy regulations that conflict with federal policy, we expect these state and local efforts to regulate online privacy to continue in 2018. Additionally, several state legislatures are considering the adoption of new data security and cybersecurity legislation that could result in additional network and information security requirements for our business. There are also bills pending in both the U.S. House of Representatives and Senate that could impose new privacy and data security obligations. We cannot predict whether any of these efforts will be successful or preempted, or how new legislation and regulations, if any, would affect our business.

Pole Attachments


The Communications Act of 1934, as amended (the “Communications Act”), requires mostmany investor-owned utilities owning utility poles to provide cable systems with access to poles and conduits and simultaneouslyalso subjects the rates charged for this access to either federal or state regulation.  In 2011 and again in 2015, the FCC amended its existing pole attachment rules to promote broadband deployment.  The 2011 order allows for new penalties in certain cases involving unauthorized attachments, but generally strengthens the cable industry’s ability to access investor-owned utility poles on reasonablefederally regulated rates terms, and conditions.  Additionally, the 2011 order reduces the federal rate formula previouslynow applicable to “telecommunications”pole attachments to closely approximate the rate formula applicable to “cable” attachments.used for cable or telecommunications services, including when offered together with Internet service, are substantially similar. The 2015 order continues the reconciliation of rates, effectively closing the remaining “loophole” that potentially allowed for significantly higher rates for telecommunications than for “cable” attachments in certain scenarios, and minimizing the rate consequences of any of our services if deemed “telecommunications” for pole attachment purposes. Utility pole owners have appealed the 2015 order. Neither the 2011 order nor the 2015 orderFCC's approach does not directly affect the rate in states that self-regulate, (rather than


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allow the FCC to regulate pole rates), but many of those states have substantially the same rate for cable and telecommunicationsall communications attachments.

Some municipalities have enacted “one-touch” make-ready pole attachment ordinances, which permit third parties We sometimes face challenges getting access to alter components of our network attached to utility poles in ways that could adversely affect our businesses. Some of these ordinances have been challenged with differing results. In 2017,rural areas when the FCC initiated a rulemaking that considers amending its pole attachment rules do not apply.

Other FCC Regulatory Matters

The Communications Act and FCC regulations cover a variety of additional areas applicable to permit a “one-touch” make-ready-like processour video services, including, among other things: (1) licensing of systems and facilities, including the grant of various spectrum licenses; (2) equal employment opportunity obligations; (3) customer service standards; (4) technical standards; (5) mandatory blackouts of certain network and syndicated programming; (6) restrictions on political advertising; (7) restrictions on advertising in children’s programming; (8) ownership restrictions; (9) posting of certain information on an FCC “public file” website, including but not limited to political advertising records, equal employment opportunity practices, compliance with children’s programming requirements, policies for the poles within its jurisdiction. If adopted, these rules could have a similar effect as the municipal one-touch make-ready ordinancescommercial leased access, system information, and adversely affectchannel carriage information including disclosure of our businesses.

Cable Rate Regulation

Federal law strictly limits the potential scopeownership interests in channels we carry; (10) emergency alert systems; (11) inside wiring and contracts for MDU complexes; (12) accessibility of content, including requirements governing video-description and closed-captioning; (13) competitive availability of cable rate regulation. Pursuant to federal law, all video offerings are universally exempt from rate regulation, except for a cable system’s minimum levelequipment; (14) the provision of video programming service, referred to as “basic service,” and associated equipment. Rate regulation of basic service and associated equipment operates pursuant to a federal formula, with local governments, commonly referred to as local franchising authorities, primarily responsible for administering this regulation. The majority of our local franchising authorities have never certified to regulate basic service cable rates. In 2015, the FCC adopted an order (which was subsequently upheld on appeal) reversing its historic approach to rate regulation certifications and requiring a local franchise authority interested in regulating cable rates to first make an affirmative showing that there is no “effective competition” (as defined under federal law) in the community. Very few local franchise authorities have filed the necessary rate regulation certification, and the FCC’s 2015 order should make it more difficult for such entities to assert rate regulation in the future.

There have been calls to impose expanded rate regulation on the cable industry. Confronted with rapidly increasing cable programming costs, it is possible that Congress may adopt new constraints on the retail pricing or packaging of cable programming. Any such constraints could adversely affect our operations.

Ownership Restrictions

Federal regulation of the communications field traditionally included a host of ownership restrictions, which limited the size of certain media entities and restricted their ability to enter into competing enterprises. Through a series of legislative, regulatory, and judicial actions, most of these restrictions have been either eliminated or substantially relaxed. Changes in this regulatory area could alter the business environment in which we operate.

Access Channels

Local franchise agreements often require cable operators to set aside certain channels for public, educational, and governmental access programming. Federal law also requires cable systems to designate up to 15% of theirvideo channel capacity for commercial leased access by unaffiliated third parties, who may offer programming that our customers do not particularly desire. The FCC adopted revised rules in 2007 mandating a significant reduction in the rates that operators can charge commercial leasedparties; and (15) public, education and government entity access users and imposing additional administrative requirements that would be burdensome on the cable industry. The effect of the FCC’s revised rules was stayed by a federal court, pending a cable industry appeal and an adverse finding by the Office of Management and Budget. Although commercial leased access activity historically has been relatively limited, increased activity in this area could further burden the channel capacity of our cable systems.

Other FCC Regulatory Matters

FCC regulations cover a variety of additional areas, including, among other things: (1) equal employment opportunity obligations; (2) customer service standards; (3) technical service standards; (4) mandatory blackouts of certain network and syndicated programming; (5) restrictions on political advertising; (6) restrictions on advertising in children’s programming; (7) licensing of systems and facilities; (8) maintenance of public files; (9) emergency alert systems; (10) inside wiring and exclusive contracts for MDU complexes; and (11) disability access, including new requirements governing video-description and closed-captioning.requirements. Each of these regulations restricts our business practices to varying degrees and may impose additional costs on our operations.


The FCC regulates spectrum usage in ways that could impact our operations including for microwave backhaul, broadcast, unlicensed WiFi and CBRS. Our ability to access and use spectrum that may become available in the future is uncertain and may be limited by further FCC auction or allocation decisions. New spectrum obtained by other parties could also lead to additional wireless competition to our existing and future services.

It is possible that Congress or the FCC will expand or modify its regulation of cable systems or the services delivered over cable systems and competing services in the future, and we cannot predict at this time how that might impact our business.


Copyright


CableThe carriage of television and radio broadcast signals by cable systems are subject to a federal compulsory copyright compulsory license covering carriage of television and radio broadcast signals.


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license. The copyright law provides copyright owners the right to audit our payments under the compulsory license, and we arethe Copyright Office is currently subjectconsidering modifications to ongoing compulsory copyright audits.the license’s royalty calculations and reporting obligations. The possible modification or elimination of this compulsory copyright license is the subject of continuing legislative proposals and administrative review and could adversely affect our ability to obtain desired broadcast programming.

Copyright clearances for non-broadcast programming services are arranged through private negotiations. Cable operators also must obtain music rights for locally originated programming and advertising from the major music performing rights organizations. These licensing fees have been the source of litigation in the past, and we cannot predict with certainty whether license fee disputes may arise in the future.


Franchise Matters


Our cable systems generally are operated pursuant to nonexclusive franchises, permits, and similar authorizations granted by a municipality or other state or local government entity in order to utilize and cross public rights-of-way.

Cable franchises generally are granted for fixed terms and in many cases include monetary penalties for noncompliance and may be terminable if the franchisee fails to comply with material provisions.comply. The specific terms and conditions of cable franchises vary significantly between jurisdictions. Cable franchisesThey generally contain provisions governing cable operations, franchise fees, system construction, maintenance, technical performance, customer service standards, supporting and carrying public, education and government access channels, and changes in the ownership of the franchisee. A number of states subject cable systems to the jurisdiction of centralized state government agencies, such as public utility commissions. Although local franchising authorities have considerable discretion in establishing franchise terms, certain federal protections benefit cable operators. For example, federal law caps localimposes a cap on franchise fees.fees of 5% of gross revenues from the provision of cable services over the cable system. In 2019, the FCC


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clarified that the value of in-kind contribution requirements set forth in cable franchises is subject to the scheduled expirationstatutory cap on franchise fees, and it reaffirmed that state and local authorities are barred from imposing franchise fees on revenues derived from non-cable services, such as Internet services, provided by cable operators over cable systems. Those rules were generally upheld by a federal court in 2021.

A number of ourstates have adopted franchising laws that provide for state-issued franchising. Generally, state-issued cable franchises we generally initiate renewal proceedings withare for a fixed term (or in perpetuity), streamline many of the granting authorities. traditional local cable franchise requirements and eliminate local negotiation and enforcement of terms.

The Communications Act which is the primary federal statute regulating interstate communications, provides for an orderly franchise renewal process in which granting authorities may not unreasonably withholddeny renewals. In connection with the franchise renewal process, however, many governmental authorities require the cable operator to make additional costly commitments. Historically, we have been able to renew our franchises without incurring significant costs, although any particular franchise may not be renewed on commercially favorable terms or otherwise. If we fail to obtain renewals of franchises representing a significant number of our customers, it could have a material adverse effect on our consolidated financial condition, results of operations, or our liquidity. Similarly, if a local franchising authority’s consent is required for the purchase or sale of a cable system, the local franchising authority may attempt to impose more burdensome requirements as a condition for providing its consent.


The traditional cable franchising regime has undergone significant change as a result of various federal and state actions. The FCC has adopted rules that streamline entry for new competitors (particularly those affiliated with telephone companies) and reduce certain franchising burdens for these new entrants. The FCC adopted more modest relief for existing cable operators.

At the same time, a substantial number of states have adopted new franchising laws. Again, these laws were principally designed to streamline entry for new competitors, and they often provide advantages for these new entrants that are not immediately available to existing cable operators. In many instances, these franchising regimes do not apply to established cable operators until the existing franchise expires or a competitor directly enters the franchise territory.

Internet Service


In 2015, theThe FCC determined thatoriginally classified broadband Internet access services, such as those we offer, were a form ofas an “information service,” which exempted the service from traditional communications common carrier laws and regulations. In 2015, the FCC reclassified broadband Internet access services as “telecommunications service” under the Communications Act and, on that basis, imposed a number of “net neutrality” rules banning service providers from blocking access to lawful content, restricting data rates for downloading lawful content, prohibitinggoverning the attachmentprovision of non-harmful devices, giving special transmission priority to affiliates, and offering third parties the ability to pay for priority routing. The 2015 rules also imposed a “transparency” requirement, i.e., an obligation to disclose all material terms and conditions of our service to consumers.

broadband service. In December 2017, the FCC adopted an order repudiatingreversed its treatment of broadband as a “telecommunications service,” reclassifying broadband as an “information service,”2015 decision and eliminatingeliminated the 2015 rules, other than thea transparency requirement, which it eased in significant ways.obligates us to disclose performance statistics and other service information to consumers. It is possible that the FCC might again revise its approach to broadband Internet access, or that Congress might enact legislation affecting the rules applicable to the service. The application of new legal requirements to our Internet services could adversely affect our business.

The FCC recently adopted new rules to expand the surviving transparency requirement by requiring us to post standardized labels similar to the format of food nutrition labels for each of our currently available consumer Internet offerings. These new rules are scheduled to take effect six months after approval by the federal Office of Management and Budget.

The 2017 FCC decision reclassifying Internet access services also ruled that state regulators may not impose obligations similar to federal network neutrality obligations that the FCC removed. We expecteliminated, but this blanket prohibition was vacated by the U.S. Court of Appeals in 2019. The court left open the possibility that various parties will challenge the FCC’s December 2017 ruling in court, and, we cannot predict how any such court challenges willindividual state laws could be resolved. Moreover,deemed preempted on a case by case basis if it is possibleshown that the FCC might further revise its approach to broadband Internet access in the future, or that Congress might enact legislation affecting thethey conflict with federal law. Several states have adopted rules applicablesimilar to the service.

The FCC’s December 2017 ruling does not affect other regulatory obligations on broadband Internet access providers. Notably, broadband providers are obligednetwork neutrality requirements that were eliminated by the Communications Assistance for Law Enforcement Act ("CALEA") to configure their networks in a manner that facilitates the ability of law enforcement, with proper legal authorization, to obtain information about


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our customers, including the content of their Internet communications. The FCC and Congress also are considering subjecting Internet access services to the Universal Service funding requirements. These funding requirements could impose significant new costs on our Internet service. Also, the FCC, and somethe California rules were upheld in federal court.

California has also adopted other regulations on Internet services, including network resiliency rules to assure backup power is available after natural disasters and other outages, and it has an open proceeding to consider the imposition of service quality metrics on Internet service providers. New York adopted legislation that would have required Internet service providers to offer a discounted Internet service to qualifying low-income consumers, but a federal district judge enjoined enforcement as likely to be deemed rate regulation of Internet service that would be preempted by federal law. That decision is currently being appealed. We cannot predict what other legislation and regulations may be adopted by states or how challenges to such requirements will be resolved.

In recent years, the federal, state regulatory commissions direct certainand local governments have offered billions of dollars in subsidies to telephone companies deploying broadband to areas deemed to be “unserved” or “underserved.“underserved,” using funds from the FCC’s RDOF auction in 2020, The American Rescue Plan Act of 2021 (“ARPA”), and The Infrastructure Investment and Jobs Act of 2021 (the “IIJA”). We have opposedsupport such subsidies, whenprovided they are not directed to areas that we serve. Despiteare already served, and have sought and expect to continue to seek subsidies for our efforts, future subsidies may be directedown broadband construction in unserved and underserved areas through programs including RDOF and those created pursuant to areas served by us, which could resultARPA and, if regulatory requirements are reasonable, the IIJA. We have been awarded over $1.7 billion in subsidized competitors operating in our service territories. State and local governmental organizations have also adopted Internet-related regulations. These various governmental jurisdictions are also considering additional regulations in thesethe RDOF auction and other areas,federal, state and municipal grants that will partially fund, along with our substantial additional investment, the construction of new broadband infrastructure to more than one million estimated passings. Our awards through RDOF and ARPA include a number of regulatory requirements, such as privacy, pricing, serviceserving as the carrier of last resort and product quality, impositioncompleting increasingly larger portions of local franchise fees on Internet-related revenuethe network construction by certain dates. If we fail to meet these obligations, we could be subject to substantial government penalties.

The market for our Internet services is affected by participation in and taxation. The adoptionthe general availability of newprograms that offer federal subsidies for certain low-income consumers for the purchase of Internet regulations oraccess service. In 2021, pursuant to Congressional

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appropriation for COVID relief, the adaptationFCC established a temporary monthly Emergency Broadband Benefit Program ("EBBP") subsidy of existing lawsup to $50 for most eligible low-income households. With the funding for EBBP set to run out, Congress in the IIJA authorized $14.2 billion for the successor ACP that provides up to a $30 monthly discount for most eligible customers paid to the Internet could adversely affect our business.

Aside fromhousehold’s broadband provider. We elected to participate in the FCC’s generally applicable regulations, we have made certain commitments to comply withEBBP and ACP, and the FCC’s order in connection with the FCC’s approvalFCC regulates many of the TWC Transaction and the Bright House Transaction (discussed below).

Voice Service

The Telecommunications Act of 1996 created a more favorable regulatory environment for us toterms on which we provide telecommunications and/or competitive voiceACP services, than had previously existed. In particular, it established requirements ensuring that competitive telephone companies could interconnect their networks with those providers of traditional telecommunications services to open the market to competition. The FCC has subsequently ruled that competitive telephone companies that support VoIP services, such as those we offer our customers, are entitled to interconnection with incumbent providers of traditional telecommunications services, which ensures that our VoIP services can compete in the market. Since that time, the FCC has initiated a proceeding to determine whether such interconnection rights should extend to traditional and competitive networks utilizing IP technology, and how to encourage the transition to IP networks throughout the industry. The FCC initiated a further proceeding in 2017 to consider whether additional changes to interconnection obligations are needed, including how and where companies interconnect their networks with the networks of other providers. New rules or obligations arising from these proceedings may affectrestrictions on our ability to competerefuse service to prospective eligible customers based upon their credit or payment history. The ACP discount enables eligible households to purchase our Spectrum Internet Assist service at no cost to them, and we cannot predict whether Congress or the FCC will provide additional funding to extend the ACP, or on what terms, when ACP funding runs out, which is expected to be at some point in the provision of voice services.2024.


Wireline Voice Service

The FCC has collected extensive data from providers of point to point transport (“special access”)never classified the VoIP wireline telephone services suchwe offer as us, and the FCC may use“telecommunications services” that data to evaluate whether the market for such services is competitive, or whether the market should beare subject to further regulation, which may increase our costs or constrain our ability to compete in this market.

Further regulatory changes are being considered that could impact our voice business and that of our primary telecommunications competitors. The FCC and state regulatory authorities are considering, for example, whether certaintraditional federal common carrier regulations traditionally applied to incumbent local exchange carriers should be modified or reduced, and, inregulation, but instead has imposed some jurisdictions, the extent to which common carrierof these regulatory requirements should be extended to VoIP providers. The FCC has already determined that certain providers of voice services using Internet Protocol technology must comply withon a case-by-case basis, such as requirements relating to 911 emergency services (“E911”), the CALEACommunications Assistance for Law Enforcement Act (“CALEA”) (the statute governing law enforcement access to and surveillance of communications), Universal Service Fund contributions, customer privacy and Customer Proprietary Network Information issues,protections, number portability, network outage reporting, rural call completion, disability access, regulatory fees, back-up power, obligations,robocall mitigation and discontinuance of service. In March 2007,It is possible that the FCC or Congress will impose additional federal requirements on our VoIP telephone services in the future.

Our VoIP telephone services are subject to certain state and local regulatory fees such as E911 fees and contributions to state universal service funds. Additionally, to comply with RDOF program requirements, we have chosen in the RDOF areas to offer Lifeline VoIP telephone services subject to traditional federal and state common carrier regulations. Except where we have chosen to offer VoIP telephone services in such a manner, we believe that our VoIP telephone services should be governed primarily by federal appealsregulation. A federal appellate court affirmed the FCC’s decision concerning federalour successful challenge to Minnesota's attempt to generally apply telephone regulation of certainto our VoIP services, but declinedthat ruling is limited to specifically find that VoIP service provided by cable companies, such as we provide, should be regulated only at the federal level. As a result, someseven states in the 8th Circuit. Some states have begun proceedingsattempted to subject cable VoIP services, such as our VoIP telephone service, to state level regulation,regulation. California has imposed reporting and at least one state has asserted jurisdiction overother obligations on our VoIP services, including backup power requirements, and has proposed the imposition of service quality metrics on VoIP services. We prevailed on a legal challenge to that state’s assertion of jurisdiction. However, the state has appealed that ruling in a case which is now pending before a federal appellate court in Minnesota. Although we have registered with or obtained certificates or authorizations from the FCC and the state regulatory authorities in those states in which we offer competitive voice services in order to ensure the continuity of our services and to maintain needed network interconnection arrangements,services. However, it is unclear whether and how these and other ongoing regulatory matters ultimately will be resolved. State regulatory commissions and legislatures may continue to consider imposing regulatory requirements on our fixed telephone services.


Transaction-RelatedMobile Service

Our Spectrum Mobile service offers mobile Internet access and telephone service. We provide this service as an MVNO using Verizon’s network and our network through Spectrum WiFi. As an MVNO, we are subject to many of the same FCC regulations that apply to facilities-based wireless carriers, as well as certain state or local regulations, including (but not limited to): E911, local number portability, customer privacy, CALEA, universal service fund contribution, robocall mitigation and hearing aid compatibility and safety and emission requirements for mobile devices. Spectrum Mobile’s broadband Internet access service is also subject to the FCC’s transparency rule. The FCC or other regulatory authorities may adopt new or different regulations for MVNOs and/or mobile service providers in the future, or impose new taxes or fees applicable to Spectrum Mobile, which could adversely affect the service offering or our business generally. For example, California has proposed the imposition of service quality metrics on mobile services.

Privacyand Information Security Regulation

The Communications Act limits our ability to collect, use, and disclose customers’ personally identifiable information for our Internet, video and voice services. We are subject to additional federal, state, and local laws and regulations that impose additional restrictions on the collection, use and disclosure of consumer information. All broadband providers are also obliged by CALEA to configure their networks in a manner that facilitates the ability of state and federal law enforcement, with proper legal process authorized under the Electronic Communications Privacy Act, to obtain records and information concerning our customers, including the content of their communications. Further, the FCC, Federal Trade Commission (“FTC”), and many states regulate and restrict the marketing practices of communications service providers, including telemarketing and sending unsolicited commercial emails. The FTC currently has the authority, pursuant to its general authority to enforce against unfair or deceptive acts and practices, to protect the privacy of Internet service customers, including our use and disclosure of certain customer information.

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Our operations are also subject to federal and state laws governing information security. In the event of an information security breach, such rules may require consumer and government agency notification and may result in regulatory enforcement actions with the potential of monetary forfeitures. The FCC, the FTC and state attorneys general regularly bring enforcement actions against companies related to information security breaches and privacy violations.

Various security standards provide guidance to telecommunications companies in order to help identify and mitigate cybersecurity risks. One such standard is the voluntary framework released by the National Institute for Standards and Technology (“NIST”) in 2014 and updated in 2018, in cooperation with other federal agencies and owners and operators of U.S. critical infrastructure. The NIST cybersecurity framework provides a prioritized and flexible model for organizations to identify and manage cyber risks inherent to their business. It was designed to supplement, not supersede, existing cybersecurity regulations and requirements. Several government agencies have encouraged compliance with the NIST cybersecurity framework, including the FCC and Department of Homeland Security’s Cybersecurity and Infrastructure Security Agency (“CISA”). We voluntarily follow NIST as part of our overall cybersecurity program. The FCC is considering expansion of its cybersecurity guidelines or the adoption of cybersecurity requirements. CISA is also developing cyber incident reporting rules, pursuant to 2022 legislative requirements, that require critical infrastructure entities to report substantial cyber incidents within 72 hours of their discovery.

Many states and local authorities have considered legislative or other actions that would impose restrictions on our ability to collect, use and disclose, and safeguard certain consumer information, particularly with regard to our broadband Internet business. For example, the California Consumer Privacy Act (“CCPA”) and Maine’s Act to Protect Privacy of Online Customer Information both became effective in 2020. The CCPA, under certain circumstances, regulates companies’ use and disclosure of the personal information of California residents and authorizes enforcement actions by the California Attorney General and private class actions for data breaches. In addition, effective January 1, 2023, the California Consumer Privacy Rights Act (“CPRA”) amended CCPA to impose additional obligations on companies that handle the personal information of California residents. The Maine law regulates how Internet service providers use and disclose customers’ personal information and requires Internet service providers to take reasonable measures to protect customers’ personal information. Virginia's new privacy law became effective on January 1, 2023, and Colorado and Connecticut's new privacy laws will become effective later in 2023. Each of these laws will regulate the way that companies collect, use, and share personal information about consumers. Several other state legislatures are considering the adoption of new data security and cybersecurity legislation that could result in additional network and information security requirements for our business. The FTC has launched an Advance Notice of Proposed Rulemaking (“ANPR”) to explore rules related to the collection, analysis, and monetization of consumers' information. Congress may also adopt new privacy and data security obligations. We cannot predict whether any of these efforts will be successful or preempted, or how new legislation and regulations, if any, would affect our business.

Remaining Commitments Related to the 2016 Merger with TWC and Acquisition of Bright House


In connection with approval of the Transactions,2016 merger with TWC and acquisition of Bright House (the “Transactions”), federal and state regulators imposed a number of post-mergerpost-transaction conditions on us, including but not limited tomany of which have been fulfilled or have terminated. Remaining federal commitments will expire in 2023 and include the following.


FCC Conditions


Offer settlement-free Internet interconnection to any party that meets the requirements of our Interconnection Policy (available on Charter’s website) on terms generally consistent with the policy for seven years (with a possible reduction to five);
Deploy and offer high-speed broadband Internet access service to an additional two million locations over five years;


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•Refrain from charging usage-based prices or imposing data caps on any fixed mass market broadband Internet access service plans for seven years (with a possible reduction to five);years; and
Offer 30/4 Mbps discounted broadband where technically feasible to eligible customers throughout our service area for four years from the offer’s commencement; and
•Continue to providesupport CableCARDs to any new or existing customer upon request for use in third-party retail devices for four years and continue to support such CableCARDs for seven years (in each case, unlessto the FCC changesextent applicable following the FCC’s modification of the relevant rules).rules in 2020.


The FCC conditions also contain a number of compliance reporting requirements.


DOJ Conditions


The Department of Justice (“DOJ”)DOJ Order prohibits us from entering into or enforcing any agreement with a video programmer that forbids, limits or creates incentives to limit the video programmer’s provision of content to online video distributors ("OVDs"(“OVDs”). We will not be able to avail ourselfourselves of other distributors’ most favored nation (“MFN”) provisions if they are inconsistent with this prohibition. The DOJ’s conditions are effective for seven years although we may petition the DOJ to eliminate the conditions after five years.

State Conditions

Certain state regulators, including California, New York, Hawaii and New Jersey also imposed conditions in connection with the approvalentry of the Transactions. These conditions include requirements related to:final judgment in September 2016.


Upgrading networks within the designated state, including upgrades to broadband speeds and conversion of all households served within California and New York to an all-digital platform;

Building out our network to households and business locations that are not currently served by cable within the designated states;17

Offering LifeLine service discounts and low-income broadband to eligible households served within the applicable states;Human Capital Management
Investing in service improvement programs and customer service enhancements and maintaining customer-facing jobs within the designated state;
Continuing to make legacy service offerings available, including allowing Legacy TWC and Legacy Bright House customers to maintain their existing service offerings for a period of three years; and
Complying with reporting requirements.

Employees


As of December 31, 2017,2022, we had approximately 94,800101,700 active full-time equivalent employees. The vast majority of our employees sell or service our products. We believe that attracting, developing and retaining our highly-skilled workforce is critical to successfully executing our operating strategy. With competitive wages, robust and affordable healthcare benefits, a generous retirement program with company match, and opportunities for job training and advancement, our employees develop skills and expertise necessary to build a long and successful career with us. In addition, the diversity of the communities we serve is reflected in our workforce, and our success in serving these communities requires a commitment to diversity and inclusion in every aspect of our business. We value the unique backgrounds, perspectives, and experiences of our employees. Embracing these differences brings us together for the common mission of exceeding our customers’ needs. There are several ways in which we attract, develop, and retain highly qualified talent, including:


Pay and Benefits

•We provide compensation packages that are market competitive, taking into account the location and responsibilities of the role.
•All hourly employees have a starting minimum wage of at least $20 per hour, which is well above any state or federal minimum wage level.
•Nearly 85% of our employees are eligible for additional variable compensation based on their performance (e.g., annual performance bonus or sales commission).
•We offer enhanced career progression opportunities, including annual bonus eligibility for all frontline supervisors and other salaried employees not already on a commission or bonus plan.
•We provide high-quality, comprehensive medical, dental, and vision coverage for all full-time and part-time employees. It is our priority to keep this coverage affordable for our employees and their families, and so for the last ten years, we have absorbed the full premium cost increase for medical, dental, and vision coverage.
•We provide competitive financial benefits to all employees such as a 401(k) retirement plan with a dollar for dollar company match up to 6% of their eligible pay. In addition, most of our employees are also eligible to receive an additional non-elective contribution equal to 3% of their eligible pay.
•We have a stock incentive plan and grant equity awards to eligible employees on an annual basis.

Training and Development

•The substantial skills, experience and industry knowledge of our employees and our training of our customer-facing employees benefit our operations and performance. We offer thousands of learning experiences spanning leadership development, new hire, and professional skills training both online and in the classroom.
•In 2022, we increased our education assistance benefit to provide reimbursement of up to $10,000 per year.
•The vast majority of our customer-facing roles have the opportunity for upward advancement including through supervisory and leadership roles. Our Field Operations organization has a formalized self-progression structure where employees who maintain exceptional levels of performance can complete online coursework to advance to next level within their job family.
•Our Broadband Technician Apprenticeship Program is one of our promising strategies for building our skilled workforce. This program, certified by the U.S. Department of Labor, is aligned with our broadband technician career progression and includes thousands of hours of on-the-job training along with classroom instruction. When enrolled employees complete the program, they become certified broadband technicians.
•We conduct annual talent planning to review the overall performance of our leaders and their potential to serve in larger, more complex roles. Executive leadership reviews the results of talent conversations, which open possibilities for career growth opportunities and cross-organizational movement.

Diversity and Inclusion

•We are committed to diversity and inclusion in every aspect of our business. We strive to deliver high quality products and services that exceed our customers’ expectations, and embrace the unique perspectives and experiences of our employees and partners and the communities we serve.
•We have five Business Resource Groups (“BRGs”) focused on people with disabilities, the LGBTQ community, employees with multicultural backgrounds, veterans and women. These voluntary groups connect employees with shared characteristics, life experiences, and interests, and enable them to engage in activities that advance our culture of inclusion and contribute to business success. Our BRGs have empowered our team members to grow and succeed by providing networking, mentorship and skill-building opportunities.

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Item 1A.    Risk Factors.


Risks Related to Our Business

If we are not able to successfully complete the integration of our business with that of Legacy TWC and Legacy Bright House, the anticipated benefits of the Transactions may not be fully realized or may take longer to realize than expected. In such circumstance, we may not perform as expected.

There can be no assurances that we can successfully complete the integration of our business with that of Legacy TWC and Legacy Bright House. We now have significantly more systems, assets, investments, businesses, customers and employees than each company did prior to the Transactions. It is possible that the integration process could result in the loss of customers, the disruption of our ongoing businesses or in unexpected integration issues, higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated. The process of integrating Legacy TWC and Legacy Bright House with the Legacy Charter operations requires significant capital expenditures and the expansion of certain operations and operating and financial systems. Management continues to devote a significant amount of time and attention to the integration process and there is a significant degree of difficulty and management involvement inherent in that process.

Even if the new businesses are successfully integrated, it may not be possible to realize the benefits that are expected to result from the Transactions, or realize these benefits within the time frame that is expected. For example, the benefits of our pricing and packaging and converting our video product to all-digital in certain Legacy TWC and Legacy Bright House systems may not be fully realized or may take longer than anticipated, or the benefits from the Transactions may be offset by costs incurred or


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delays in integrating the businesses and increased operating costs. If the combined company fails to realize the anticipated benefits from the Transactions, our liquidity, results of operations, financial condition and/or share price may be adversely affected. In addition, at times, the attention of certain members of our management and resources may be focused on the integration of the businesses and diverted from day-to-day business operations, which may disrupt the business of the combined company.


We operate in a very competitive business environment, which affects our ability to attract and retain customers and can adversely affect our business, operations and financial results.


The industry in which we operate is highly competitive and has become more so in recent years. In some instances, we compete against companies with fewer regulatory burdens, better access to better financing greater personnel resources, greater resources for marketing,and greater and more favorable brand name recognition, and long-established relationships with regulatory authorities and customers.recognition. Increasing consolidation in the cable industrytelecommunications and the repeal of certain ownership rulescontent industries have provided additional benefits to certain of our competitors, either through access to financing, resources, or efficiencies of scale.scale including the ability to launch new video services.


Our residential video service faces competition from a number of sources, including direct broadcast satellite services, as well as other companies that deliver movies, television shows and other video programming over broadband Internet connections to TVs, computers, tablets and mobile devices. Our residential Internet service faces competition from the phoneother companies’ DSL, FTTH, andfixed wireless broadband, offerings as well as from a variety of companies thatInternet delivered via satellite and DSL services. Various operators offer other forms of onlinewireless Internet services including wirelessdelivered over networks which they continue to enhance to deliver faster speeds and satellite-based broadbandalso continue to expand 5G mobile services. Our residential voice service and our planned mobile service competesservices compete with wireless and wireline phone providers, as well as other forms of communication, such as text, messaging on cellular phones, instant messaging, social networking services, video conferencing and email. Competition from these companies, including intensive marketing efforts with aggressive pricing and exclusive programming, and increased HD broadcasting may have an adverse impact on our ability to attract and retain customers.

Overbuilds could also adversely affect our growth, financial condition, and results of operations, by creating or increasing competition. We are aware of traditional overbuild situations impacting certain of our markets, however, we are unable to predict the extent to which additional overbuild situations may occur.


Our video service faces competition from a number of sources, including DBS services, may not allow usand companies that deliver linear network programming, movies and television shows on demand and other video content over broadband Internet connections to compete effectively. Competition may reduce our expected growth of future cash flows which may contribute to future impairments of our franchises and goodwill and our ability to meet cash flow requirements, including debt service requirements. For additional information regarding the competition we face, see “Business -Competition” and “-Regulation and Legislation.”

We face risks relating to competition for the leisure time and discretionary spending of audiences, which has intensified in part due to advances in technology and changes in consumer expectations and behavior.

In addition to the various competitive factors discussed above, we are subject to risks relating to increasing competition for the leisure time, shifting consumer needs and discretionary spending of consumers. We compete with all other sources of entertainment, news and information delivery, as well as a broad range of communications products and services. Technological advancements, such as new video formats and Internet streaming and downloading of programming that can be viewed on televisions, computers, smartphonestablets and tablets, many of which have been beneficialmobile devices often with password sharing among multiple users and security that makes content susceptible to us, have nonetheless increased the number of entertainment and information delivery choices available to consumers and intensified the challenges posed by audience fragmentation.

piracy. Newer products and services, particularly alternative methods for the distribution, sale and viewing of content will likely continue to be developed, further increasing the number of competitors that we face.

The increasing number of choices available to audiences, including low-cost or free choices, could negatively impact not only consumer demand for our products and services, but also advertisers’ willingness to purchase advertising from us. We compete for the sale of advertising revenue with television networks and stations, as well as other advertising platforms, such as online media, radio print and increasingly, online media. Ourprint. Competition related to our service offerings to businesses continues to increase as well, as more companies deploy more fiber to more buildings, which may negatively impact our growth and put pressure on margins.

A failure to effectively anticipate or adapt to new technologies and changes in consumercustomer expectations and behavior could significantly adversely affect our competitive position with respect to the leisure time and discretionary spending of our customers and, as a result, affect our business and results of operations.

Our exposure Competition may also reduce our expected growth of future cash flows which may contribute to the economic conditionsfuture impairments of our currentfranchises and potential customers, vendorsgoodwill and third parties could adversely affect our cash flow, results of operations and financial condition.

We are exposed to risks associated with the economic conditions of our current and potential customers, the potential financial instability of our customers and their financial ability to purchase our products. If there were a general economic downturn, we may experience increased cancellations by our customers or unfavorable changes in the mix of products purchased, including an increase in the number of homes that replace their video service with Internet-delivered and/or over-air content, which would negatively impact our ability to attract customers, increase rates and maintain or increase revenue. In addition, providing video


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services is an established and highly penetrated business. Our ability to gain new video subscribers is dependent to a large extent on growth in occupied housing in our service areas, which is influenced by both national and local economic conditions. Weak economic conditions may also have a negative impact on our advertising revenue. These events have adversely affected us in the past, and may adversely affect ourmeet cash flow results of operationsrequirements, including debt service requirements. For additional information regarding the competition we face, see “Item 1. Business -Competition” and financial condition if a downturn were to occur.“-Regulation and Legislation.”


In addition, we are susceptible to risks associated with the potential financial instability of the vendors and third parties on which we rely to provide products and services or to which we outsource certain functions. The same economic conditions that may affect our customers, as well as volatility and disruption in the capital and credit markets, also could adversely affect vendors and third parties and lead to significant increases in prices, reduction in output or the bankruptcy of our vendors or third parties upon which we rely. Any interruption in the services provided by our vendors or by third parties could adversely affect our cash flow, results of operation and financial condition.

We face risks inherent in our commercial business.

We may encounter unforeseen difficulties as we increase the scale of our service offerings to businesses. We sell Internet access, data networking and fiber connectivity to cellular towers and office buildings, and video and business voice services to businesses and have increased our focus on growing this business. In order to grow our commercial business, we expect to continue to invest in technology, equipment and personnel focused on the commercial business. Commercial business customers often require service level agreements and generally have heightened customer expectations for reliability of services. If our efforts to build the infrastructure to scale the commercial business are not successful, the growth of our commercial services business would be limited. We depend on interconnectionthird-party service providers, suppliers and related services provided by certain third parties for the growth of our commercial business. As a result, our ability to implement changes as the services grow may be limited. Iflicensors; thus, if we are unable to meet these service level requirementsprocure the necessary services, equipment, software or expectations,licenses on reasonable terms and on a timely basis, our commercial businessability to offer services could be impaired, and our growth, operations, business, financial results and financial condition could be materially adversely affected. Finally, we expect advances in communications technology,

We depend on a limited number of third-party service providers, suppliers and licensors to supply some of the services, hardware, software and operational support necessary to provide some of our services and execute our network evolution and rural construction initiatives. Some of our hardware, software and operational support vendors, and service providers represent our sole source of supply or have, either through contract or as well as changesa result of intellectual property rights, a position of some exclusivity. Our ability to provide some services and complete our network evolution and rural construction initiatives might be materially adversely affected, or the need to procure or develop alternative sources of the affected materials or services might interrupt or delay our ability to serve existing and new customers, if any of these parties experience or engage in the marketplace andfollowing:

•breach or terminate or elect not to renew their agreements with us or otherwise fail to perform their obligations in a timely manner;
•demand exceeds these vendors’ capacity;
•tariffs are imposed that impact vendors' ability to perform their obligations or significantly increase the regulatory and legislative environment. Consequently,amount we pay;
•experience operating or financial difficulties;

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•significantly increase the amount we are required to pay (including demands for substantial non-monetary compensation) for necessary products or services; or
•cease production of any necessary product due to lack of demand, profitability or a change in ownership or are otherwise unable to predictprovide the effect that ongoingequipment or future developmentsservices we need in these areas mighta timely manner at our specifications and at reasonable prices.

Our third-party service providers, suppliers and licensors have been disrupted by worker absenteeism, quarantines, restrictions on employees’ ability to work, office and factory closures, disruptions to ports and other shipping infrastructure, border closures, or other travel or health-related restrictions over the last three years. In addition, the existence of only a limited number of vendors of key technologies can lead to less product innovation and higher costs. These events could materially and adversely affect our voiceability to retain and commercial businessesattract customers and operations.our operations, business, financial results and financial condition.


Programming costs are rising at a much faster rate than wages or inflation, and weWe may not have the ability to reduce or moderate the growth rates of, or pass on to our customers our increasingall of the increases in programming costs, which wouldcould adversely affect our cash flow and operating margins.


Video programming has been, and is expected to continue to be,Programming costs are our single largest operating expense item. In recent years, the cable industry has experiencedOur programming costs have historically increased in excess of customary inflationary and cost-of-living type increases. While decreases in video customers combined with a rapid escalationchange in the mix of customers choosing lower cost of programming. Wepackages have lowered total programming cost increases, we expect contractual programming costsrates per service subscriber to continue to increase dueas a result of annual increases pursuant to a variety of factors includingour programming contracts and contract renewals with programmers. Although we pass along amounts paid for local broadcast station retransmission consent annual increases imposed by programmers, including sports programmers, andto the carriagemajority of incremental programming, including new services and VOD programming. Theour customers, the inability to fully pass programming cost increases on to our customers has had, and is expected in the future to have, an adverse impact on our cash flow and operating margins associated with the video product. WeAdditionally, the demands of large media companies, with additional selling power as a result of media and broadcast station groups consolidation, who link carriage of their most popular networks to carriage and cost increases of their less popular networks, and require us to carry their most popular networks to a large percentage of our video subscribers, have limited our flexibility in selling more tailored and cost-sensitive programming contracts that have expiredpackages for consumers. In order to mitigate impacts to our operating margins due to increasing programming rates, we continue to review our pricing and others that will expire at or beforeprogramming packaging strategies.

Increases in the endcost of 2018. There can be no assurance that these agreements will be renewed on favorable or comparable terms. In addition, a number of programmers have begun to sell their services through alternative distribution channels, including IP-based platforms, which are less secure than our own video distribution platforms. There is growing evidence that these less secure video distribution platforms are leading to video product theft via password sharing among consumers. Password sharing may drive downsports programming and the number of customers who payamounts paid for certain programming, putting programmer revenues at risk, and which in turn may cause certain programmers to seek even higher programming fees from us. To the extent that we are unable to reach agreement with certain programmers on terms that we believe are reasonable, welocal broadcast station retransmission consent have been and may bethe largest contributors to the growth in the future, forced to remove such programming channels from our line-up, which may result in a loss of customers. Our failure to carry programming that is attractive to our customers could adversely impact our customer levels, operations and financial results. In addition, if our Internet customers are unable to access desirable content online because content providers block or limit access by our customers as a class, our ability to gain and retain customers, especially Internet customers, may be negatively impacted.

Increased demands by owners of some broadcast stations for carriage of other services or payments to those broadcasters for retransmission consent are likely to further increase our programming costs.costs over the last few years. Federal law allows commercial television broadcast stations to make an election between “must-carry” rights and an alternative “retransmission-consent” regime. When a station opts for the retransmission consent regime, we are not allowed to carry the station’s signal without that station’s permission. In some cases, we carry stations under short-term arrangements while we attempt to negotiate new long-term retransmission agreements. If negotiations with these programmers prove unsuccessful, they could require us to cease carrying their signals, possibly for an indefinite period. Any loss of stations could make our video service less attractive to customers, which could result in less subscription and advertising revenue. In retransmission-consent negotiations, broadcasters often condition consent with respect to one station on carriage of one or more other stations or programming services in which they or their affiliates have an interest.


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Carriage of these other services, as well as increased fees for retransmission rights, may increase our programming expenses and diminish the amount of capacity we have available to introduce new services, which could have an adverse effect on our business and financial results.


Our inabilityprogramming contracts are generally for a fixed period of time, with potentially significant spend subject to negotiated renewal in any particular year. We will seek to renew these agreements on terms that we believe are favorable. There can be no assurance that these agreements will be renewed on favorable or comparable terms. To the extent that we are unable to reach agreement with certain programmers on terms that we believe are reasonable, we have been, and may in the future be, forced to remove such programming channels from our line-up, which may result in a loss of customers. Any failure to carry programming that is attractive to our customers could adversely impact our customer levels, operations and financial results.

Any failure to respond to technological developments and meet customer demand for new products and services could adversely affect our ability to compete effectively.


We operate in a highly competitive, consumer-driven and rapidly changing environment. From time to time, we may pursue strategic initiatives including, for example,to launch products or enhancements to our mobile strategy.products. Our success is, to a large extent, dependent on our ability to acquire, develop, adopt, upgrade and exploit new and existing technologies to address consumers’ changing demands and distinguish our services from those of our competitors. We may not be able to accurately predict technological trends or the success of new products and services. If we choose technologies or equipment that are less effective, cost-efficient or attractive to customers than those chosen by our competitors, if technologies or equipment on which we have chosen to rely cease to be available to us on reasonable terms or conditions, if we offer services that fail to appeal to consumers, are not available at competitive prices or that do not function as expected, orif we are not able to fund the expenditures necessary to keep pace with technological developments, or if we are no longer able to make our services available to our customers on a third-

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party device on which a substantial number of customers have relied to access our services, our competitive position could deteriorate, and our business and financial results could suffer.


The ability of some of our competitors to introduce new technologies, products and services more quickly than we do may adversely affect our competitive position. Furthermore, advances in technology, decreases in the cost of existing technologies or changes in competitors’ product and service offerings may require us in the future to make additional research and development expenditures or to offer, at no additional charge or at a lower price, certain products and services that we currently offer to customers separately or at a premium. In addition, the uncertainty of our ability, and the costs, to obtain intellectual property rights from third parties could impact our ability to respond to technological advances in a timely and effective manner.


Our inabilityAny failure to maintain and expand our upgraded systems and provide advanced services such as a state of the art user interface in a timely manner, or to anticipate the demands of the marketplace, could materially adversely affect our ability to attract and retain customers. In addition, as we launchcontinue to grow our new mobile services using virtual network operator rights from a third party, we expect an initial funding period to grow a new productcontinued growth-related sales and marketing and other customer acquisition costs as well as negative working capital impacts from the timing of device-related cash flows when we provide the handset or tabletdevices pursuant to equipment installation plans. Consequently,We also continue to consider and pursue opportunities in the mobile space which may include the acquisition of additional licensed spectrum and may include entering into or expanding joint ventures or partnerships with wireless or cable providers which may require significant investment. For example, we now hold CBRS PALs to support existing and future mobile services. These licenses are subject to revocation and expiration. Although we expect to be able to maintain and renew these licenses, the loss of one or more licenses could significantly impair our ability to offload mobile traffic and achieve cost reductions. If we are unable to continue to grow our mobile business and achieve the outcomes we expect from our investments in the mobile business, our growth, financial condition and results of operations could suffer materially.

We depend on third party service providers, suppliers and licensors; thus, if we are unable to procure the necessary services, equipment, software or licenses on reasonable terms and on a timely basis, our ability to offer services could be impaired, and our growth, operations, business, financial results and financial condition could be materially adversely affected.

We depend on a limited number of third party service providers, suppliers and licensors to supply some of the services, hardware, software and operational support necessary to provide some of our services. Some of our hardware, software and operational support vendors, and service providers represent our sole source of supply or have, either through contract or as a result of intellectual property rights, a position of some exclusivity. If any of these parties breaches or terminates its agreement with us or otherwise fails to perform its obligations in a timely manner, demand exceeds these vendors’ capacity, they experience operating or financial difficulties, they significantly increase the amount we pay for necessary products or services, or they cease production of any necessary product due to lack of demand, profitability or a change in ownership or are otherwise unable to provide the equipment or services we need in a timely manner, at our specifications and at reasonable prices, our ability to provide some services might be materially adversely affected, or the need to procure or develop alternative sources of the affected materials or services might delay our ability to serve our customers. In addition, the existence of only a limited number of vendors of key technologies can lead to less product innovation and higher costs. These events could materially and adversely affect our ability to retain and attract customers and our operations, business, financial results and financial condition.

Our cable systems have historically been restricted to using one of two proprietary conditional access security systems, which we believe has limited the number of manufacturers producing set-top boxes for such systems. As an alternative, we developed a new conditional access security system which can be downloaded into set-top boxes with features we specify that could be provided by a variety of manufacturers. We refer to our specified set-top box as our Worldbox. Additionally, we are developing technology to allow our two current proprietary conditional access security systems to be software downloadable into our Worldbox. In order to realize the broadest benefits of our Worldbox technology, we must now complete the support for the downloadable proprietary conditional access security systems within the Worldbox. We cannot provide assurances that this implementation will ultimately be successful or completed in the expected timeframe or at the expected budget.



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Our business may be adversely affected if we cannot continue to license or enforce the intellectual property rights on which our business depends.


We rely on patent, copyright, trademark and trade secret laws and licenses and other agreements with our employees, customers, suppliers and other parties to establish and maintain our intellectual property rights in technology and the products and services used in our operations. Also, because of the rapid pace of technological change, we both develop our own technologies, products and services and rely on technologies developed or licensed by third parties. However, any of our intellectual property rights, or the rights of our suppliers, could be challenged or invalidated, or such intellectual property rights may not be sufficient to permit us to take advantage of current industry trends or otherwise to provide competitive advantages, which could result in costly redesign efforts, discontinuance of certain product or service offerings or other competitive harm. We may not be able to obtain or continue to obtain licenses from these third parties on reasonable terms, if at all. In addition, claims of intellectual property infringement could require us to enter into royalty or licensing agreements on unfavorable terms, incur substantial monetary liability or be enjoined preliminarily or permanently from further use of the intellectual property in question, which could require us to change our business practices or offerings and limit our ability to compete effectively. Even unsuccessful claims can be time-consuming and costly to defend and may divert management’s attention and resources away from our business. In recent years, the number of intellectual property infringementInfringement claims has been increasingcontinue to be brought frequently in the communications and entertainment industries, and with increasing frequency, we are also often a party to such litigation alleging that certain of our services or technologies infringe the intellectual property rights of others.


Various events could disrupt or result in unauthorized access to our networks, information systems or properties and could impair our operating activities and negatively impact our reputation and financial results.


Network and information systems technologies are critical to our operating activities, both for our internal uses, such as network management, and supplying services to our customers, including customer service operations and programming delivery. Network or information system shutdowns or other service disruptions caused by events such as computer hacking, phishing, dissemination of computer viruses, worms and other destructive or disruptive software, “cyber attacks,”attacks” such as ransomware, process breakdowns, denial of service attacks and other malicious activity pose increasing risks. Both unsuccessful and successful “cyber attacks” on companies have continued to increase in frequency, scope and potential harm in recent years. While we develop and maintain systems seeking to prevent systems-related events and security breaches from occurring, the development and maintenance of these systems is costly and requires ongoing monitoring and updating as techniques used in such attacks become more sophisticated and change frequently. We, and the third parties on which we rely, may be unable to anticipate these techniques or implement adequate preventive measures. While from time to time attempts

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have been made to access our network, these attemptsevents have not as yet resulted in any material release of information, degradation or disruption to our network and information systems.


Our network and information systems are also vulnerable to damage or interruption from power outages, telecommunications failures, accidents, natural disasters (including extreme weather arising from short-term or any long-term changes in weather patterns), terrorist attacks and similar events. Further, the impacts associated with extreme weather or long-term changes in weather patterns, such as rising sea levels or increased and intensified storm activity, may cause increased business interruptions or may require the relocation of some of our facilities. Our system redundancy may be ineffective or inadequate, and our disaster recovery planning may not be sufficient for all eventualities.


Any of these events, if directed at, or experienced by, us or technologies upon which we depend, could have adverse consequences on our network, our customers and our business, including degradation of service, service disruption, excessive call volume to call centers, and damage to our or our customers’ equipment and data. Large expenditures may be necessary to repair or replace damaged property, networks or information systems or to protect them from similar events in the future. Moreover, the amount and scope of insurance that we maintain against losses resulting from any such events or security breaches may not be sufficient to cover our losses or otherwise adequately compensate us for any disruptions to our business that may result. Any such significant service disruption could result in damage to our reputation and credibility, customer dissatisfaction and ultimately a loss of customers or revenue. Any significant loss of customers or revenue, or significant increase in costs of serving those customers, could adversely affect our growth, financial condition and results of operations.


Furthermore, our operating activities could be subject to risks caused by misappropriation, misuse, leakage, falsification or accidental release or loss of information maintained in our information technology systems and networks and those of our third-party vendors, including customer, personnel and vendor data. We provide certain confidential, proprietary and personal information to third parties in connection with our business, and there is a risk that this information may be compromised.


As a resultWe process, store, and transmit large amounts of data, including the increasingpersonal information of our customers.  Ongoing increases in the potential for misuse of personal information, the public’s awareness concerningof the importance of safeguarding personal information, and the potential misusevolume of such information and legislation that has been adopted or is being considered regarding the protection, privacy, and security of personal information have resulted in increases to our information-related risks are increasing, particularly for businesses like ours that process, store and transmit large amount of data, including personal information for our customers.risks. We could be exposed to significant costs if such risks


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were to materialize, and such events could damage our reputation, credibility and business and have a negative impact on our revenue. We could be subject to regulatory actions and claims made by consumers in private litigations involving privacy issues related to consumer data collection and use practices. We also could be required to expend significant capital and other resources to remedy any such security breach.


The risk described above may be increased duringOur exposure to the period in which weeconomic conditions of our current and potential customers, vendors and third parties could adversely affect our cash flow, results of operations and financial condition.

We are integratingexposed to risks associated with the economic conditions of our people, processescurrent and systems as a resultpotential customers, the potential financial instability of the Transactions.

For tax purposes, Charter could experience a deemed ownership change in the future that could limit itsour customers and their financial ability to use its tax loss carryforwards.

Charter had approximately $10.9 billion of federal tax net operating loss carryforwards resulting inpurchase our products. If there were a gross deferred tax asset of approximately $2.3 billion as of December 31, 2017. These losses resulted from the operations of Charter Communications Holdings Company, LLC ("Charter Holdco") and its subsidiaries and from loss carryforwards received as a result of the TWC Transaction. Federal tax net operating loss carryforwards expire in the years 2018 through 2035. In addition, Charter had state tax net operating loss carryforwards resulting in a gross deferred tax asset (net of federal tax benefit) of approximately $359 million as of December 31, 2017. State tax net operating loss carryforwards generally expire in the years 2018 through 2037.

In the past, Charter has experienced ownership changes as defined in Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). Inprolonged general an ownership change occurs whenever the percentage of the stock of a corporation owned, directlyeconomic downturn, we may experience increased cancellations or indirectly,non-payment by 5-percent stockholders (within the meaning of Section 382 of the Code) increases by more than 50 percentage points over the lowest percentage of the stock of such corporation owned, directlyour customers or indirectly, by such 5-percent stockholders at any time over the preceding three years. As a result, Charter is subject to an annual limitation on the use of its loss carryforwards which existed at November 30, 2009 for the first ownership change, those that existed at May 1, 2013 for the second ownership change, and those created at May 18, 2016 for the third ownership change. The limitation on Charter's ability to use its loss carryforwards, in conjunction with the loss carryforward expiration provisions, could reduce Charter's ability to use a portion of its loss carryforwards to offset future taxable income, which could result in Charter being required to make material cash tax payments. Charter's ability to make such income tax payments, if any, will depend at such time on its liquidity or its ability to raise additional capital, and/or on receipt of payments or distributions from Charter Holdco and its subsidiaries, including us.

If Charter were to experience additional ownershipunfavorable changes in the future (as a resultmix of purchasesproducts purchased. This may include an increase in the number of homes that replace their video service with Internet-delivered and/or over-air content, as well as an increase in the number of Internet and sales of stock by its 5-percent stockholders, new issuances or redemptions ofvoice customers substituting mobile data and voice products for wireline services, which would negatively impact our stock, certain acquisitions of its stock and issuances, redemptions, sales or other dispositions or acquisitions of interests in its 5-percent stockholders), Charter's ability to use its loss carryforwards could become subjectattract customers, increase rates and maintain or increase revenue. In addition, our ability to further limitations.

If LegacyTWC’s Separation Transactions (as defined below), including the Distribution (as defined below), do not qualify as tax-free, either asgain new customers is dependent to some extent on growth in occupied housing in our service areas, which is influenced by both national and local economic conditions. Weak economic conditions may also have a result of actions taken or not taken by Legacy TWC or as a result of the failure of certain representations by Legacy TWC to be true, Legacy TWC has agreed to indemnify Time Warner Inc. for its taxes resulting from such disqualification, which would be significant.

As part of Legacy TWC’s separation from Time Warner Inc. (“Time Warner”)negative impact on our advertising revenue. These events have adversely affected us in March 2009 (the “Separation”), Time Warner received a private letter ruling from the Internal Revenue Service ("IRS") and Time Warner and Legacy TWC received opinions of tax counsel confirming that the transactions undertaken in connection with the Separation, including the transfer by a subsidiary of Time Warner of its 12.43% non-voting common stock interest in TW NY to Legacy TWC in exchange for 80 million newly issued shares of Legacy TWC’s Class A common stock, Legacy TWC’s payment of a special cash dividend to holders of Legacy TWC’s outstanding Class A and Class B common stock, the conversion of each share of Legacy TWC’s outstanding Class A and Class B common stock into one share of Legacy TWC common stock, and the pro-rata dividend of all shares of Legacy TWC common stock held by Time Warner to holders of record of Time Warner’s common stock (the “Distribution” and, together with all of the transactions, the “Separation Transactions”), should generally qualify as tax-free to Time Warner and its stockholders for U.S. federal income tax purposes. The ruling and opinions rely on certain facts, assumptions, representations and undertakings from Time Warner and Legacy TWC regarding the past, and future conductmay adversely affect our cash flow, results of operations and financial condition if a downturn were to continue.

In addition, we are susceptible to risks associated with the potential financial instability of the companies’ businessesvendors and other matters. If any of these facts, assumptions, representationsthird parties on which we rely to provide products and services or undertakings are incorrect or not otherwise satisfied, Time Warnerto which we outsource certain functions. The same economic conditions that may affect our customers, as well as volatility and its stockholders may not be abledisruption in the capital and credit markets, also could adversely affect vendors and third parties and lead to rely on the rulingsignificant increases in prices, reduction in output or the opinions and could be subject to significant tax liabilities. Notwithstanding the private letter ruling and opinions, the IRS could determine on audit that the Separation Transactions should be treated as taxable transactions if it determines that anybankruptcy of these facts, assumptions, representationsour vendors or undertakings are not correct or have been violated, or for other reasons, including as a result of significant changesthird parties upon which we rely. Any interruption in the stock ownershipservices provided by our vendors or by third parties could adversely affect our cash flow, results of Time Warner or Legacy TWC after the Distribution.operation and financial condition.

Under the tax sharing agreement among Time Warner and Legacy TWC, Legacy TWC generally would be required to indemnify


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Time Warner against its taxes resulting from the failure of any of the Separation Transactions to qualify as tax-free as a result of (i) certain actions or failures to act by Legacy TWC or (ii) the failure of certain representations made by Legacy TWC to be true. In addition, even if Legacy TWC bears no contractual responsibility for taxes related to a failure of the Separation Transactions to qualify for their intended tax treatment, Treasury regulation section 1.1502-6 imposes on Legacy TWC several liability for all Time Warner federal income tax obligations relating to the period during which Legacy TWC was a member of the Time Warner federal consolidated tax group, including the date of the Separation Transactions. Similar provisions may apply under foreign, state or local law. Absent Legacy TWC causing the Separation Transactions to not qualify as tax-free, Time Warner has indemnified Legacy TWC against such several liability arising from a failure of the Separation Transactions to qualify for their intended tax treatment.


If we are unable to retain key employees, our ability to manage our business could be adversely affected.


Our operational results have depended, and our future results will depend, upon the retention and continued performance of our management team. Our ability to retain and hire new key employees for management positions could be impacted adversely by the competitive environment for management talent in the broadband communications industry.and technology industries. The loss of

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the services of key members of management and the inability or delay in hiring new key employees could adversely affect our ability to manage our business and our future operational and financial results.


Risks Related to Our Indebtedness


We have a significant amount of debt and mayexpect to incur significant additional debt, including secured debt, in the future, which could adversely affect our financial healthcondition and our ability to react to changes in our business.


We have a significant amount of debt and mayexpect to (subject to applicable restrictions in our debt instruments) incur additional debt in the future.future as Charter maintains its stated objective of 4.0 to 4.5 times Adjusted EBITDA leverage (net debt divided by the last twelve months Adjusted EBITDA). As of December 31, 2017,2022, our total principal amount of debt was approximately $69.0 billion.$97.4 billion and Charter's leverage ratio was 4.47 times Adjusted EBITDA. As of December 31, 2022, $70.7 billion of our debt was rated investment grade and $26.7 billion was rated high yield debt. This split rating allows us to access both the investment grade debt market and the high yield debt market.


Our significant amount of debt could have consequences, such as:


•impact our ability to raise additional capital at reasonable rates, or at all;
•make us vulnerable to interest rate increases, in part because approximately 14%15% of our borrowings as of December 31, 20172022 were, and may continue to be, subject to variable rates of interest;
•expose us to increased interest expense to the extent we refinance existing debt with higher cost debt;
•require us to dedicate a significant portion of our cash flow from operating activities to make payments on our debt, reducing our funds available for working capital, capital expenditures, and other general corporate expenses;
•limit our flexibility in planning for, or reacting to, changes in our business, the cable and telecommunications industries, and the economy at large;
•place us at a disadvantage compared to our competitors that have proportionately less debt; and
•adversely affect our relationship with customers and suppliers.


IfTo the extent our current debt amounts increase more than expected, our business results are lower than expected, or credit rating agencies downgrade our debt limiting our access to investment grade markets, the related risks that we now face will intensify.


In addition, a portion of our variable rate indebtedness may use London Interbank Offering Rate (“LIBOR”) as a benchmark for establishing the rate. The United Kingdom’s Financial Conduct Authority, which regulates LIBOR, stopped publishing one week and 2 month U.S. Dollar (“USD”) LIBOR rates after 2021 with remaining USD LIBOR rates ceasing to be published after June 30, 2023. In the United States, the U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, has proposed the Secured Overnight Financing Rate (“SOFR”), a new index calculated by short-term repurchase agreements backed by Treasury securities, as an alternative to LIBOR. In addition, the overall financial markets may be disrupted as a result of the phase-out or replacement of LIBOR. Uncertainty as to the nature of such phase out and selection of an alternative reference rate, together with disruption in the financial markets, could increase the cost of our variable rate indebtedness.

As a result of the pending cessation of LIBOR, we amended the Charter Operating credit agreement to replace LIBOR with SOFR as the interest rate benchmark for the revolving credit facility and certain of the term loans thereunder. SOFR may fluctuate based on general economic conditions, general interest rates, Federal Reserve rates and the supply of and demand for credit in the market.

The agreements and instruments governing our debt contain restrictions and limitations that could significantly affect our ability to operate our business, as well as significantly affect our liquidity.


Our credit facilities and theThe indentures governing our debtthe CCO Holdings notes contain a number of significant covenants that could adversely affect our ability to operate our business, our liquidity, and our results of operations. These covenants restrict, among other things, ourCCO Holdings, CCO Holdings Capital Corp. and ourall of their restricted subsidiaries’ ability to:


•incur additional debt;
repurchase or redeem equity interests and debt;
issue equity;
make certain investments or acquisitions;
•pay dividends on equity or repurchase equity;
•make other distributions;investments;
dispose•sell all or substantially all of their assets or merge;merge with or into other companies;
enter into related party transactions;

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•sell assets;
•in the case of restricted subsidiaries, create or permit to exist dividend or payment restrictions with respect to CCO Holdings, guarantee their parent companies debt, or issue specified equity interests;
•engage in certain transactions with affiliates; and
•grant liens and pledge assets.(with respect to only CCO Holdings).


Additionally, the Charter Communications Operating LLC ("Charter Operating") credit facilities require Charter Operating to


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comply with a maximum total leverage covenant and a maximum first lien leverage covenant. The Charter Operating credit facilities, the Charter Operating notes, the TWC, LLC senior notes and debentures, and the TWCE debentures include customary negative covenants, including restrictions on the ability to incur liens securing indebtedness for borrowed money and consolidating, merging or conveying or transferring substantially all of the respective obligor’s assets. The breach of any covenants or obligations in our indentures or credit facilities, not otherwise waived or amended, could result in a default under the applicable debt obligations and could trigger acceleration of those obligations, which in turn could trigger cross defaults under other agreements governing our long-term indebtedness. In addition, the secured lenders under our secured notes and the Charter Operating credit facilities could foreclose on their collateral, which includes equity interests in substantially all of our subsidiaries, and exercise other rights of secured creditors.


Risks Related to Ownership Position of Liberty Broadband Corporation and Advance/Newhouse Partnership


Liberty Broadband Corporation ("Liberty Broadband") and Advance/Newhouse Partnership (“A/NN”) have governance rights that give them influence over corporate transactions and other matters.


Liberty Broadband currently owns a significant amount of Charter Class A common stock and is entitled to certain governance rights with respect to Charter and us. A/N currently owns Charter Class A common stock and a significant amount of membership interests in our indirect parent company, Charter Holdings, thatwhich are convertible into Charter Class A common stock, and is entitled to certain governance rights with respect to Charter. Members of the Charter board of directors include directorsa director who areis also officersan officer and directorsdirector of Liberty Broadband and directors who are current or former officers and directors of A/N. Dr. John Malone is the Chairman of Liberty Broadband, and Mr. Greg Maffei is the presidentPresident and chief executive officerChief Executive Officer of Liberty Broadband. Steven Miron is the Chief Executive Officer of A/N and Michael Newhouse is an officer or directorco-president of severalthe parent of A/N’sN and its affiliates. As of December 31, 2017,2022, Liberty Broadband beneficially held approximately 21%27.64% of Charter’s Class A commonvoting stock (including shares owned by Liberty Interactive over which Liberty Broadband holds an irrevocable voting proxy) and A/N beneficially held approximately 13%12.48% of Charter’s Class A common stock, in each case assuming the conversion of the membership interests held by A/N.voting stock. Pursuant to the stockholders agreement betweenAmended and Restated Stockholders Agreement among Charter, Liberty Broadband and A/N, and Charter,dated as of May 23, 2015 (as amended, the “Stockholders Agreement”), Liberty Broadband currently has the right to designate up to three directors as nominees for Charter’s board of directors and A/N currently has the right to designate up to two directors as nominees for Charter’s board of directors withdirectors. Each of A/N and Liberty Broadband is entitled to nominate at least one designated director to be appointed to each of the audit committee, the nominatingcommittees of Charter's board of directors, subject to applicable stock exchange listing rules and corporate governance committee, the compensation and benefits committee and the Finance Committee, in each case provided that each maintains certain specified voting or equity ownership thresholds andfor each nominee meets certain applicable requirements or qualifications.

In connection with the TWC Transaction, Liberty Broadband and Liberty Interactive entered into a proxy and right of first refusal agreement, pursuant to which Liberty Interactive granted Liberty Broadband an irrevocable proxy to vote all Charter Class A common stock owned beneficially or of record by Liberty Interactive, with certain exceptions. In addition, at the closing of the Bright House Transaction, A/N and Liberty Broadband, entered intoand provided that the Nominating and Corporate Governance Committee and the Compensation and Benefit Committee each have at least a proxy agreement pursuant to whichmajority of directors independent from A/N, granted to Liberty Broadband a 5-year irrevocable proxy (which we referand Charter (referred to as the “A/N proxy”) to vote, subject to certain exceptions, that number of shares of Charter Class A common stock and Charter Class B common stock, in each case held by A/N (such shares are referred to as the “proxy shares”), that will result in Liberty Broadband having voting power in Charter equal to 25.01% of the outstanding voting power of Charter, provided, that the voting power of the proxy shares is capped at 7.0% of the outstanding voting power of Charter. Therefore, giving effect to the Liberty Interactive proxy and the A/N proxy and the voting cap contained“unaffiliated directors” in the stockholders agreement, Liberty Broadband has 25.01% of the outstanding voting power in Charter. Stockholders Agreement).

The stockholders agreementStockholders Agreement and Charter’s amended and restated certificate of incorporation fixes the size of the board at 13 directors. Liberty Broadband and A/N are required to vote (subject to the applicable voting cap) their respective shares of Charter Class A common stock and Charter Class B common stock for the director nominees nominated by the nominating and corporate governance committee of the board of directors, including the respective designees of Liberty Broadband and A/N, and against any other nominees, except that, with respect to the unaffiliated directors, Liberty Broadband and A/N must instead vote in the same proportion as the voting securities are voted by stockholders other than A/N and Liberty Broadband or any group which includes any of them are voted, if doing so would cause a different outcome with respect to the unaffiliated directors. As a result of their rights under the stockholders agreementStockholders Agreement and their significant equity and voting stakes in Charter, Liberty Broadband and/or A/N, who may have interests different from those of other stockholders, will be able to exercise substantial influence over certain matters relating to the governance of Charter, and us, including the approval of significant corporate actions, such as mergers and other business combination transactions.



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Risks Related to Regulatory and Legislative Matters


Our business is subject to extensive governmental legislation and regulation, which could adversely affect our business.


Regulation of the cable industry has increased cable operators’ operational and administrative expenses and limited their revenues. Cable operators are subject to variousnumerous laws and regulations including those covering the following:


•the provision of high-speed Internet service, including net neutrality and broadband label transparency rules;
•the provision of voice communications;communications, including rules for emergency communications, outage reporting, Customer Proprietary Network Information (“CPNI”) reporting and efforts to limit unwanted robocalls;
•cable franchise renewals and transfers;
•the provisioning, marketing and marketingbilling of cable equipment and compatibility with new digital technologies;Internet equipment;


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•customer and employee privacy and data security;
limited rate regulation of video service;
•copyright royalties for retransmitting broadcast signals;
•the circumstances when a cable system must carry a particular broadcast station and the circumstances when it first must first obtain retransmission consent to carry a broadcast station;
the provision of channel capacity to unaffiliated commercial leased access programmers;
•limitations on our ability to enter into exclusive agreements with multiple dwelling unit complexes and control our inside wiring;
•equal employment opportunity, opportunity;
•the resiliency of our networks to maintain service during and after disasters and power outages;
•emergency alert systems, disability access, pole attachments, commercial leased access and technical standards, 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.


Legislators and regulators at all levels of government frequently consider changing, and sometimes do change, existing statutes, rules, regulations, or interpretations thereof, or prescribe new ones. Any future legislative, judicial, regulatory or administrative actions may increase our costs or impose additional restrictions on our businesses.

As a result of the closing of the Transactions, our businesses are subject to the conditions set forth in the FCC Order and the DOJ Consent Decree and those imposed by state utility commissions and local franchise authorities, and there can be no assurance that these conditions will not have an adverse effect on our businesses and results of operations.

In connection with the Transactions, the FCC Order, the DOJ Consent Decree, and the approvals from state utility commissions and local franchise authorities incorporated numerous commitments and voluntary conditions made by the parties and imposed numerous conditions on our businesses relating to the operation of our business and other matters. Among other things, (i) we are not permitted to charge usage-based prices or impose data caps and are prohibited from charging interconnection fees for qualifying parties; (ii) we are prohibited from entering into or enforcing any agreement with a programmer that forbids, limits or creates incentives to limit the programmer’s provision of content to OVD and cannot retaliate against programmers for licensing to OVDs; (iii) we are not able to avail ourself of other distributors’ MFN provisions if they are inconsistent with this prohibition; (iv) we must undertake a number of actions designed to promote diversity; (v) we appointed an independent compliance monitor and comply with a broad array of reporting requirements; and (vi) we must satisfy various other conditions relating to our Internet services, including building out an additional two million locations with access to a high-speed connection of at least 60 megabits per second, and implementing a reduced price high-speed Internet program for low income families. These and other conditions and commitments relating to the Transactions are of varying duration, ranging from three to seven years. In light of the breadth and duration of the conditions and potential changes in market conditions during the time the conditions and commitments are in effect, there can be no assurance that our compliance, and ability to comply, with the conditions will not have a material adverse effect on our business or results of operations.


Changes to existing statutes, rules, regulations, or interpretations thereof, or adoption of new ones, or participation in new regulatory programs, could have an adverse effect on our business.


There are ongoing efforts to amend or expand the federal, state, and local regulation of some of the services offered over our cable systems, which may compound the regulatory risks we already face. For example, with respect toparticularly our retail broadband Internet access service, the FCC has reclassified the service twice in the last few years, with the first change adding regulatory obligations and the second change largely removing those new regulatory obligations. These changes reflect a lack of regulatory certainty in this business area, which may continue as a result of litigation, as well as future legislative or administrative changes.

Other potentialservice. Potential legislative and regulatory changes could adversely impact our business by increasing our costs and competition and limiting our ability to offer services in a manner that that would maximize our revenue potential. These changes could include, for example, the reclassification of Internet services as regulated telecommunications services or other utility-style regulation of Internet services; restrictions on how we manage our Internet access services and networks; the adoption of new privacy restrictions on our collection, use and disclosure of certain customer information,information; new data security and cybersecurity mandates that could result in additional network and information security and cyber incident reporting requirements for our business,business; new restraints on our discretion over programming decisions, including the provision of public, educational and governmental access programming and unaffiliated, commercial leased access programming,decisions; new restrictions on the rates we charge to consumers for video programming andone or more of the marketing of that video programming,services or equipment options we offer; changes to the cable industry’s compulsory copyright license to carry broadcast signals,signals; new requirements to assure the availability of navigation devices (such as set-top boxes) from third party providers,third-party providers; new Universal Service Fund contribution obligations on our provision of 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 our facilities; the exhaustion of funding for the FCC’s ACP or any changes to that program that could make it more rural facilities,difficult for us to provide services to low-income consumers; changes to the FCC’s administration of spectrum; pending court challenges to the legality of the FCC’s Universal Service programs, which, if successful, could adversely affect our receipt of universal service funds, including but not limited to FCC RDOF grants to expand our 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 VoIP phonetelephone service, including the scope of regulatory obligations associated with our VoIP telephone service and our ability to interconnect our VoIP telephone service with incumbent providers of traditional telecommunications service.


As a winning bidder in the FCC’s RDOF auction in 2020, we must comply with numerous FCC and state requirements to continue receiving such funding. To comply with these requirements, in RDOF areas, we have chosen to offer certain of our VoIP telephone services, such as our Lifeline services, subject to certain traditional federal and state common carrier regulations. Additionally, in some areas where we are building pursuant to subsidy programs, we will offer certain of our broadband Internet access services subject to required discounts and other marketing-related terms. If we fail to comply with


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those requirements, the governing regulatory agency could consider us in default and we could incur substantial penalties or forfeitures. If we fail 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 us being suspended or disbarred from future governmental programs or contracts for a significant period of time, which could adversely affect our results of operations and financial condition.


If any of these pending laws andor regulations are enacted that would expand the regulation of our services, they could affect our operations and require significant expenditures. We cannot predict future developments in these areas, and we are already subject to Charter-specific conditions regarding certain Internet practices as a result of the FCC’s approval of the Transactions, but any changes to the regulatory framework for our Internet, video, Internetmobile or VoIP services could have a negative impact on our business and results of operations.


It remains uncertain what rule changes, if any, will ultimately be adopted by Congress, and the FCC and state legislatures, and what operating or financial impact any such rules might have on us, including on the operation of our programming agreements,broadband networks, customer privacy and the user experience. In addition, the FCC’s Enforcement Bureau has beenFCC, the FTC, and various state agencies and attorney generals actively investigating certaininvestigate industry practices of various companies and imposingcould impose substantial forfeitures for alleged regulatory violations.


Tax legislation and administrative initiatives or challenges to our tax and fee positions could adversely affect our results of operations and financial condition.

We operate cable systems in locations throughout the United States and, as a result, we are subject to the tax laws and regulations of federal, state and local governments. From time to time, legislative and administrative bodies change laws and regulations that change our effective tax rate or tax payments. Certain states and localities have imposed or are considering imposing new or additional taxes or fees on our services or changing the methodologies or base on which certain fees and taxes are computed. Potential changes include additional taxes or fees on our services which could impact our customers, changes to income tax sourcing rules and other changes to general business taxes, central/unit-level assessment of property taxes and other matters that could increase our income, franchise, sales, use and/or property tax liabilities. In addition, federal, state and local tax laws and regulations are extremely complex and subject to varying interpretations. There can be no assurance that our tax positions will not be challenged by relevant tax authorities or that we would be successful in any such challenge.

Our cable system franchises are subject to non-renewal or termination and are non-exclusive. The failure to renew a franchise or the grant of additional franchises in one or more key marketsservice areas could adversely affect our business.


Our cable systems generally operate pursuant to franchises, permits, and similar authorizations issued by a state or local governmental authority controlling the public rights-of-way. Many franchises establish comprehensive facilities and service requirements, as well as specific customer service standards and monetary penalties for non-compliance. In many cases, franchises are terminable if the franchisee fails to comply with significant provisions set forth in the franchise agreement governing system operations. Franchises are generally granted for fixed terms and must be periodically renewed. Franchising authorities may resist granting a renewal if either past performance or the prospective operating proposal is considered inadequate. Franchise authorities often demand concessions or other commitments as a condition to renewal. In some instances, local franchises have not been renewed at expiration, and we have operated and are operating under either temporary operating agreements or without a franchise while negotiating renewal terms with the local franchising authorities.


We cannot assure you that we will be able to comply with all significant provisions of our franchise agreements and certain of our franchisersfranchisors have from time to time alleged that we have not complied with these agreements. Additionally, although historically we have renewed our franchises without incurring significant costs, we cannot assure you that we will be able to renew, or to renew as favorably, our franchises in the future. A termination of or a sustained failure to renew a franchise in one or more key marketsservice areas could adversely affect our business in the affected geographic area.


Our cable system franchises are non-exclusive. Consequently, local and state franchising authorities can grant additional franchises to competitors in the same geographic area or operate their own cable systems. In some cases, local government entities and municipal utilities may legally compete with us on more favorable terms. Potential competitors (like Google) have recently pursued and obtained local franchises that are more favorable than the incumbent operator’s franchise.


Tax legislation and administrative initiatives or challenges to our tax and fee positions could adversely affect our results of operations and financial condition.

We operate cable systems in locations throughout the United States and, as a result, we are subject to the tax laws and regulations of federal, state and local governments. From time to time, various legislative and/or administrative initiatives may be proposed that could adversely affect our tax positions. There can be no assurance that our effective tax rate or tax payments will not be adversely affected by these initiatives. Certain states and localities have imposed or are considering imposing new or additional taxes or fees on our services or changing the methodologies or base on which certain fees and taxes are computed. Potential changes include additional taxes or fees on our services which could impact our customers, changes to income tax sourcing rules and other changes to general business taxes, central/unit-level assessment of property taxes and other matters that could increase our income, franchise, sales, use and/or property tax liabilities. For example, some local franchising authorities are seeking to impose franchise fee assessments on our broadband Internet access service, and more may do so in the future. If they do so, and challenges to such assessments are unsuccessful, it could adversely impact our costs. In addition, federal, state and local tax laws and regulations are extremely complex and subject to varying interpretations. There can be no assurance that our tax positions will not be challenged by relevant tax authorities or that we would be successful in any such challenge.

Item 1B. Unresolved Staff Comments.


None.



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Item 2. Properties.


Our principal physical assets consist of cable distribution plant and equipment, including signal receiving, encoding and decoding devices, headend reception facilities, distribution systems, and customer premise equipment for each of our cable systems.


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Our cable plant and related equipment are generally attached to utility poles under pole rental agreements with local public utilities and telephone companies, and in certain locations are buried in underground ducts or trenches. We own or lease real property for signal reception sites, and own our service vehicles.


We generally lease space for business offices. Our headend and tower locations are located on owned or leased parcels of land, and we generally own the towers on which our equipment is located.


The physical components of our cable systems require maintenance as well as periodic upgrades to support the new services and products we introduce. See “Item 1. Business – Our Network Technology and Customer Premise Equipment.Technology.” We believe that our properties are generally in good operating condition and are suitable for our business operations.


Item 3. Legal Proceedings.


The legal proceedings information set forth in Note 18 to the accompanying consolidated financial statements contained in “Part II. Item 8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K is incorporated herein by reference.


Item 4. Mine Safety Disclosures.


Not applicable.




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PART II


Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

(A)
Market Information


Our membership interests are not publicly traded.

(B)
Holders

All of the membership interests of CCO Holdings are owned by CCH I Holdings, LLC. All of the outstanding capital stock of CCO Holdings Capital Corp. is owned by CCO Holdings.

(C)
Dividends


None.
(D) Securities Authorized for Issuance Under Equity Compensation Plans


The following information is provided as of December 31, 20172022 with respect to Charter's equity compensation plans:


Plan CategoryNumber of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and RightsWeighted Average Exercise Price of Outstanding Warrants and RightsNumber of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
Equity compensation plans approved by security holders10,445,568 (1)$414.84 10,478,392 (1)
Equity compensation plans not approved by security holders— $— — 
TOTAL10,445,568 (1)10,478,392 (1)
Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted Average Exercise Price of Outstanding Warrants and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
Equity compensation plans approved by security holders 12,039,412
(1) $200.07
 5,844,588
(1)
Equity compensation plans not approved by security holders —
  $—
 —
 
         
TOTAL 12,039,412
(1)   5,844,588
(1)


(1)    This total does not include 6,845 shares issued pursuant to restricted stock grants made under Charter's 2019 Stock Incentive Plan, which are subject to vesting based on continued service.
(1)This total does not include 9,517 shares issued pursuant to restricted stock grants made under Charter's 2009 Stock Incentive Plan, which are subject to vesting based on continued employment and market conditions.


For information regarding securities issued under Charter's equity compensation plans, see Note 15 to our accompanying consolidated financial statements contained in “Part II. Item 8. Financial Statements and Supplementary Data.”


Item 6. [Reserved]

Not applicable.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.


Reference is made to “Part I. Item 1A. Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements,” which describe important factors that could cause actual results to differ from expectations and non-historical information contained herein. In addition, the following discussion should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto of CCO Holdings included in “Part II. Item 8. Financial Statements and Supplementary Data.”


Overview


We are the second largest cable operator in the United States and a leading broadband communications servicesconnectivity company providing video, Internet and voice services to approximately 27.2cable operator serving more than 32 million customers in 41 states through our Spectrum brand. Over an advanced high-capacity, two-way telecommunications network, we offer a full range of state-of-the-art residential and business customers at December 31, 2017. In addition, we sell videoservices including Spectrum Internet, TV, Mobile and onlineVoice. For small and medium-sized companies, Spectrum Business delivers the same suite of broadband products and services coupled with special features and applications to enhance productivity, while for larger businesses and government entities, Spectrum Enterprise provides highly customized, fiber-based solutions. Spectrum Reach delivers tailored advertising inventory to local, regional and national advertising customers and fiber-delivered communications and managed IT solutions to large enterprise customers.production for the modern media landscape. We also owndistribute award-winning news coverage and operate regional sports networks and local sports, news and community channels and sell security and home management services in the residential marketplace.programming to our customers through Spectrum Networks. See “Part I. Item 1. Business — Products and Services” for further description of these services, including customer statistics for different services.



During the year ended December 31, 2022, we added 1,728,000 mobile lines, 344,000 Internet customers and 126,000 residential and SMB customer relationships, which excludes mobile-only customers. We continue to see lower customer move rates and switching behavior among providers, which has reduced our selling opportunities. In October 2022, we introduced Spectrum One, which brings together Spectrum Internet, Advanced WiFi and Unlimited Spectrum Mobile, to offer consumers fast, reliable and secure online connections on their favorite devices at home and on-the-go in a high-value package which


28



contributed to our increase in mobile lines in the fourth quarter. In the first half of 2017,2022, we completed the roll-out of SPP to Legacy TWCalso made targeted investments in employee wages and Legacy Bright House markets simplifying our offers and improving our packaging of products, allowing us to deliver more value to new and existing customers. As of December 31, 2017, approximately 60%benefits inside of our residential customers are in an SPP package. In the second half of 2017, we began converting the remaining Legacy TWCoperations to build employee skill sets and Legacy Bright House analog markets to an all-digital platform enabling us to deliver more HD channels and higher Internet speeds. The bulk of this all-digital initiative will take place in 2018. Our corporate organization,tenure as well as continued to invest in digitization of our marketing,customer service platforms and proactive maintenance all with the goal of improving the customer experience, reducing transactions and driving customer growth.

We spent $1.8 billion on our rural construction initiative during the year ended December 31, 2022. We expect that over time, our rural construction initiative will support customer growth and in 2022, we constructed over 200,000 rural passings. In addition, we continue to evolve and upgrade our network to provide higher Internet speeds and reliability and invest in our products and customer service platforms. We currently offer Spectrum Internet products with speeds up to 1 Gbps across our entire footprint and over the next three years, we plan to upgrade our network to provide multi-gigabit speeds. Our Advanced WiFi, a managed WiFi service that provides customers an optimized home network while providing greater control of their connected devices with enhanced security and privacy, is available to nearly all Internet customers. We continue to invest in our ability to provide a differentiated Internet connectivity experience for our mobile and fixed Internet customers with the availability of over 500,000 out of home WiFi access points across our footprint. In addition, we continue to work towards the construction of our own 5G mobile data-only network leveraging our CBRS PALs. By continually improving our product set and offering consumers the opportunity to save money by switching to our services, we believe we can continue to penetrate our expanding footprint and attract more spend on additional products for our existing customers.

In June 2022, we entered into a joint venture with Comcast to develop and offer a next-generation streaming platform, Xumo, on a variety of streaming devices and smart TVs. Our investment is approximately $981 million with $271 million paid in 2022 and with the remaining non-cancelable required contributions to be paid over multiple years.

We believe Spectrum-branded mobile services will drive higher sales of our core products, create longer customer lives and increase profitability and cash flow over time. During the years ended December 31, 2022 and 2021, our mobile product line increased revenues by $3.0 billion and $2.2 billion, respectively, reduced Adjusted EBITDA by approximately $343 million and $311 million, respectively, and reduced free cash flow by approximately $1.1 billion and $853 million, respectively. Mobile Adjusted EBITDA may continue to be negative primarily as a result of growth-related sales and product development departments, are centralized. Field operations are managed through eleven regional areas, each designed to represent a combinationmarketing and other customer acquisition costs for mobile services, and depending on the pace of designated marketing areas. In 2017, we began migrating Legacy TWC and Legacy Bright House customer care centers to Legacy Charter's model of using virtualized, U.S.-based in-house call centers.that growth. We are focused on deploying superior products and service with minimal service disruptions as we integrate our information technology and network operations. We intendalso expect to continue to insourcesee negative free cash flow from the Legacy TWCtiming of device-related cash flows when we sell devices to customers pursuant to equipment installment plans and Legacy Bright House workforces in our call centers and in our field operations which we expectcapital expenditures related to lead to lower customer churn and longer customer lifetimes.CBRS build-out.


Our integration activities will continue in 2018 with the expectation that by 2019 we will have substantially integrated the practices and systems of Legacy Charter, Legacy TWC and Legacy Bright House. In 2018, we will also launch our mobile product. As a result of growth costs for a new product line and implementing our operating strategy across Legacy TWC and Legacy Bright House, we cannot be certain that we will be able to grow revenues or maintain our margins at recent historical rates.

The CompanyWe realized revenue, Adjusted EBITDA and income from operations during the periods presented as follows (in millions; all percentages are calculated using whole numbers. Minornumbers; minor differences may exist due to rounding).


Years ended December 31,
20222021Growth
Revenues$54,020 $51,674 4.5 %
Adjusted EBITDA$21,513 $20,538 4.7 %
Income from operations$11,882 $10,481 13.4 %
 Years ended December 31, Growth
 2017 2016 2015 2017 over 2016 2016 over 2015
Actual         
Revenues$41,578
 $29,003
 $9,754
 43.4% 197.3%
Adjusted EBITDA$15,279
 $10,577
 $3,406
 44.5% 210.5%
Income from operations$3,995
 $2,709
 $1,114
 47.5% 143.2%
          
Pro Forma         
Revenues$41,578
 $40,023
 $37,394
 3.9% 7.0%
Adjusted EBITDA$15,279
 $14,450
 $12,991
 5.7% 11.2%
Income from operations(a)
$3,995
 $3,881
 $3,318
 2.9% 17.0%

(a)
Income from operations for the year ended December 31, 2016 has been reduced from what was previously reported by $899 million to reflect the adoption of pension accounting guidance, and on a pro forma basis, income from operations for the years ended December 31, 2016 and 2015 have been reduced from what was previously reported by $915 million and $73 million, respectively. For more information, see Note 20 to the accompanying consolidated financial statements contained in “Part II. Item 8. Financial Statements and Supplementary Data.”


Adjusted EBITDA is defined as consolidated net income attributable to CCO Holdings member plus net income attributable to noncontrolling interest, net interest expense, income taxes, depreciation and amortization, stock compensation expense, loss on extinguishment of debt, (gain) loss on financial instruments, net, other pension benefits, other (income) expense,income (expenses), net and other operating (income) expenses, net, such as merger and restructuring costs, special charges and gain (loss)(gain) loss on sale or retirement of assets. See “—Use of Adjusted EBITDA and Free Cash Flow” for further information on Adjusted EBITDA and free cash flow.   


Growth in total revenue Adjusted EBITDA and income from operations was primarily due to the Transactions. On a pro forma basis, assuming the Transactions occurred as of January 1, 2015, total revenue growth was primarily due to growth in our residential Internet, mobile and commercial businesses. Revenue growth during 2017 was offset by lowercustomers, price adjustments and higher advertising sales revenue due to a decrease in political and local advertising and an early contract termination benefit at Legacy TWC and Legacy Bright House in 2016. In addition to the items noted above,sales. Adjusted EBITDA growth on a pro forma basis was affectedand changes in income from operations were impacted by growth in revenue and increases in programmingoperating costs and in 2017, offset by decreases inexpenses, primarily mobile, costs to service customers and other operating costs and expenses. Income from operations on a pro forma basis was additionally affected by increases in depreciation and amortization as well as changes in merger and restructuring costs.marketing.


Approximately 91%, 90% and 91% of our revenues for each of the years ended December 31, 2017, 20162022 and 2015, respectively,2021 are attributable to monthly subscription fees charged to customers for our Internet, video, Internet, voice, mobile and commercial services provided by


29


our cable systems.as well as regional sports and news channels. Generally, these customer subscriptions may be discontinued by the customer at any time subject to a fee for certain commercial customers. The remaining 9%, 10% and 9% of revenue for fiscal years 2017, 2016 and 2015, respectively, is derived primarily from advertising revenues, franchise and other regulatory fee revenues (which are collected by us but then paid to local authorities), VODsales of mobile and pay-per-view programming, installation,video devices, processing fees or reconnection fees charged to customers to commence or reinstate service, revenue from regional sportsinstallation, VOD and news channelspay-per-view programming, and commissions related to the sale of merchandise by home shopping services.


We incurred the following transition costs in connection with the Transactions (in millions).29


 Years ended December 31,
 2017 2016 2015
Operating expenses$124
 $156
 $72
Other operating expenses$351
 $708
 $70
Capital expenditures$489
 $460
 $115


Amounts included in transition operating expenses and transition capital expenditures represent incremental costs incurred to integrate the Legacy TWC and Legacy Bright House operations and to bring the three companies’ systems and processes into a uniform operating structure.  Costs are incremental and would not be incurred absent the integration.  Other operating expenses associated with the Transactions represent merger and restructuring costs and include advisory, legal and accounting fees, employee retention costs, employee termination costs and other exit costs. 

Critical Accounting Policies and Estimates


Certain of our accounting policies require our management to make difficult, subjective and/or complex judgments. Management has discussed these policies with the Audit Committee of Charter’s board of directors, and the Audit Committee has reviewed the following disclosure. We consider the following policies to be the most critical in understanding the estimates, assumptions and judgments that are involved in preparing our financial statements, and the uncertainties that could affect our results of operations, financial condition and cash flows:


Property, plant•Capitalization of labor and equipmentoverhead costs
•Defined benefit pension plans

Capitalization of labor and overhead costs
Valuation and impairment of property, plant and equipment
Useful lives of property, plant and equipment
Intangible assets
Valuation and impairment of franchises
Valuation and impairment of goodwill
Valuation, impairment and amortization of customer relationships
Income taxes
Litigation
Programming agreements
Pension plans

In addition, there are other items within our financial statements that require estimates or judgment that are not deemed critical, such as the allowance for doubtful accounts and valuations of our financial instruments, but changes in estimates or judgment in these other items could also have a material impact on our financial statements.

Property, plant and equipment

The cable industry is capital intensive, and a large portion of our resources are spent on capital activities associated with extending, rebuilding, and upgrading our cable network. As of December 31, 2017 and 2016, the net carrying amount of our property, plant and equipment (consisting primarily of cable distribution systems) was approximately $33.6 billion (representing 23% of total assets) and $32.7 billion (representing 22% of total assets), respectively. Total capital expenditures for the years ended December 31, 2017, 2016 and 2015 were approximately $8.7 billion, $5.3 billion and $1.8 billion, respectively.

Capitalization of labor and overhead costs. Costs associated with network construction or upgrades, initial placement of the customer drop to the dwelling and the initial placement of outlets within a dwelling along with the costs associated with the initial deployment of new customer premise equipment necessary to provide Internet, video Internet or voice services, are capitalized.  Costs capitalized


30


include materials, direct labor and certain indirect costs.  These indirect costs are associated with the activities of personnel who assist in installation activities, and consist of compensation and overhead costs associated with these support functions.  While our capitalization is based on specific activities, once capitalized, we track these costs on a composite basis by fixed asset category at the cable system level, and not on a specific asset basis.  For assets that are sold or retired, we remove the estimated applicable cost and accumulated depreciation.  The costs of disconnecting service and removing customer premise equipment from a dwelling and the costs to reconnect a customer drop or to redeploy previously installed customer premise equipment are charged to operating expense as incurred. Costs for repairs and maintenance are charged to operating expense as incurred, while plant and equipment replacement, including replacement of certain components, betterments, and replacement of cable drops and outlets, are capitalized.


We make judgments regarding the installation and construction activities to be capitalized. We capitalized direct labor and overhead of $1.8 billion and $1.7 billion for the years ended December 31, 2022 and 2021, respectively. We capitalize direct labor and overhead using standards developed from actual costs and applicable operational data. We calculate standards annually (or more frequently if circumstances dictate) for items such as the labor rates, overhead rates, and the actual amount of time required to perform a capitalizable activity. For example, the standard amounts of time required to perform capitalizable activities are based on studies of the time required to perform such activities. Overhead rates are established based on an analysis of the nature of costs incurred in support of capitalizable activities, and a determination of the portion of costs that is directly attributable to capitalizable activities. The impact of changes that resulted from these studies were not material in the periods presented.


Labor costs directly associated with capital projects are capitalized. Capitalizable activities performed in connection with installations include such activities as:


•dispatching a “truck roll” to the customer’s dwelling or business for service connection or placement of new equipment;
•costs to package and ship new equipment to a customer's home for self-installation;
•verification of serviceability to the customer’s dwelling or business (i.e., determining whether the customer’s dwelling is capable of receiving service by our cable network);
•customer premise activities performed by in-house field technicians and third-party contractors in connection with the installation, replacement and betterment of equipment and materials to enable Internet, video Internet or voice services; and
•verifying the integrity of the customer’s network connection by initiating test signals downstream from the headend to the customer premise equipment, as well as testing signal levels at the utility pole or pedestal.


Judgment is required to determine the extent to which overhead costs incurred result from specific capital activities, and therefore should be capitalized. The primary costs that are included in the determination of the overhead rate are (i) employee benefits and payroll taxes associated with capitalized direct labor, (ii) direct variable costs associated with capitalizable activities, (iii) the cost of support personnel, such as care personnel and dispatchers, who assist with capitalizable installation activities, and (iv) indirect costs directly attributable to capitalizable activities.


While we believe our existing capitalization policies are appropriate, a significant change in the nature or extent of our system activitiesoperating practices could affect management’s judgment about the extent to which we should capitalize direct labor or overhead in the future. We monitor the appropriateness of our capitalization policies, and perform updates to our internal studies on an ongoing basis to determine whether facts or circumstances warrant a change to our capitalization policies. We capitalized direct labor and overhead of $1.7 billion, $991 million and $420 million, respectively, for the years ended December 31, 2017, 2016 and 2015.

Valuation and impairment of property, plant and equipment. We evaluate the recoverability of our property, plant and equipment upon the occurrence of events or changes in circumstances indicating that the carrying amount of an asset may not be recoverable. Such events or changes in circumstances could include such factors as the impairment of our indefinite life assets, changes in technological advances, fluctuations in the fair value of such assets, adverse changes in relationships with local franchise authorities, adverse changes in market conditions, or a deterioration of current or expected future operating results. A long-lived asset is deemed impaired when the carrying amount of the asset exceeds the projected undiscounted future cash flows associated with the asset. No impairments of long-lived assets to be held and used were recorded in the years ended December 31, 2017, 2016 and 2015.

We utilize the cost approach as the primary method used to establish fair value for our property, plant and equipment in connection with business combinations.  The cost approach considers the amount required to replace an asset by constructing or purchasing a new asset with similar utility, then adjusts the value in consideration of physical depreciation and functional and economic obsolescence as of the valuation date. The cost approach relies on management’s assumptions regarding current material and labor costs required to rebuild and repurchase significant components of our property, plant and equipment along with assumptions regarding the age and estimated remaining useful lives of our property, plant and equipment.

Useful lives of property, plant and equipment. We evaluate the appropriateness of estimated useful lives assigned to our property, plant and equipment, based on annual analysis of such useful lives, and revise such lives to the extent warranted by changing facts and circumstances. Any changes in estimated useful lives as a result of this analysis are reflected prospectively beginning in the



3130




period in which the study is completed. Our analysis of useful lives in 2017 did not indicate any significant changes in useful lives.  The effect of a one-year decrease in the weighted average remaining useful life of our property, plant and equipment as of December 31, 2017 would be an increase in annual depreciation expense of approximately $943 million.  The effect of a one-year increase in the weighted average remaining useful life of our property, plant and equipment as of December 31, 2017 would be a decrease in annual depreciation expense of approximately $1.4 billion.

Depreciation expense related to property, plant and equipment totaled $7.8 billion, $5.0 billion and $1.9 billion for the years ended December 31, 2017, 2016 and 2015, respectively, representing approximately 21%, 19% and 21% of costs and expenses, respectively. Depreciation is recorded using the straight-line composite method over management’s estimate of the useful lives of the related assets as listed below:

Cable distribution systems8-20 years
Customer premise equipment and installations3-8 years
Vehicles and equipment4-9 years
Buildings and improvements15-40 years
Furniture, fixtures and equipment7-10 years

Intangible assets

Valuation and impairment of franchises.The net carrying value of franchises as of December 31, 2017 and 2016 was approximately $67.3 billion (representing 46% of total assets) and $67.3 billion (representing 45% of total assets), respectively. For more information and a complete discussion of how we value and test franchise assets for impairment, see Note 6 to the accompanying consolidated financial statements contained in “Part II. Item 8. Financial Statements and Supplementary Data.”
We perform an impairment assessment of franchise assets annually or more frequently as warranted by events or changes in circumstances. We performed a qualitative assessment in 2017. Our assessment included consideration of a fair value appraisal performed for tax purposes in the beginning of 2017 as of a December 31, 2016 valuation date (the "Appraisal") along with a multitude of factors that affect the fair value of our franchise assets. Examples of such factors include environmental and competitive changes within our operating footprint, actual and projected operating performance, the consistency of our operating margins, equity and debt market trends, including changes in our market capitalization, and changes in our regulatory and political landscape, among other factors. Based on our assessment, we concluded that it was more likely than not that the estimated fair values of our franchise assets equals or exceeds their carrying values and that a quantitative impairment test is not required.

The Appraisal indicated that the fair value of our franchise assets exceeded carrying value by more than 40% in the aggregate. At our unit of accounting level for franchise asset impairment testing, the amount by which fair value exceeded carrying value varied based on the extent to which the unit of accounting was comprised of operations acquired in 2016. For units of accounting comprised entirely or substantially of newly-acquired operations, the Appraisal fair value exceeded carrying value by a range of 16% to 46% due to the recency of the Transactions, while fair value for units of accounting comprised of at least 25% Legacy Charter operations, exceeded carrying value by a range of 29% to 264%.
Valuation and impairment of goodwill.The net carrying value of goodwill as of December 31, 2017 and 2016 was approximately $29.6 billion (representing 20% of total assets) and $29.5 billion (representing 20% of total assets), respectively. For more information and a complete discussion on how we test goodwill for impairment, see Note 6 to the accompanying consolidated financial statements contained in “Part II. Item 8. Financial Statements and Supplementary Data.” We perform our impairment assessment of goodwill annually as of November 30. As with our franchise impairment testing, we elected to perform a qualitative assessment of goodwill in 2017 which included the fair value appraisal and other factors described above. Based on the Appraisal, we determined that the fair value of our goodwill exceeded carrying value by approximately 53%. Given the completion of the assessment and absence of significant adverse changes in factors impacting our fair value estimates, we concluded that it is more likely than not that our goodwill is not impaired.

Valuation, impairment and amortization of customer relationships.The net carrying value of customer relationships as of December 31, 2017 and 2016 was approximately $12.0 billion (representing 8% of total assets) and $14.6 billion (representing 10% of total assets), respectively. Amortization expense related to customer relationships for the years ended December 31, 2017, 2016 and 2015 was approximately $2.7 billion, $1.9 billion and $249 million, respectively. No impairment of customer relationships was recorded in the years ended December 31, 2017, 2016 and 2015. For more information and a complete discussion on our valuation methodology and amortization method, see Note 6 to the accompanying consolidated financial statements contained in “Part II. Item 8. Financial Statements and Supplementary Data.”


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Income taxes

In determining our tax provision for financial reporting purposes, we establish a reserve for uncertain tax positions unless such positions are determined to be “more likely than not” of being sustained upon examination, based on their technical merits. In evaluating whether a tax position has met the more-likely-than-not recognition threshold, we presume the position will be examined by the appropriate taxing authority that has full knowledge of all relevant information. A tax position that meets the more-likely-than-not recognition threshold is measured to determine the amount ofDefined benefit to be recognized in our financial statements. The tax position is measured as the largest amount of benefit that has a greater than 50% likelihood of being realized when the position is ultimately resolved. There is considerable judgment involved in determining whether positions taken on the tax return are “more likely than not” of being sustained. We adjust our uncertain tax reserve estimates periodically because of ongoing examinations by, and settlements with, the various taxing authorities, as well as changes in tax laws, regulations and interpretations.

No tax years for Charter, Charter Holdings or Charter Holdco, our indirect parent companies, for income tax purposes, are currently under examination by the IRS. Charter and Charter Holdings' 2016 and 2017 tax years remain open for examination and assessment. Legacy Charter’s tax years ending 2014 through the short period return dated May 17, 2016 remain subject to examination and assessment. Years prior to 2014 remain open solely for purposes of examination of Legacy Charter’s loss and credit carryforwards. The IRS is currently examining Legacy TWC’s income tax returns for 2011 through 2014. Legacy TWC’s tax year 2015 remains subject to examination and assessment. Prior to Legacy TWC’s separation from Time Warner Inc. (“Time Warner”) in March 2009 (the “Separation”), Legacy TWC was included in the consolidated U.S. federal and certain state income tax returns of Time Warner. The IRS is currently examining Time Warner’s 2008 through 2010 income tax returns. Time Warner’s income tax returns for 2005 to 2007, which are periods prior to the Separation, were settled with the exception of an immaterial item that has been referred to the IRS Appeals Division. We do not anticipate that these examinations will have a material impact on our consolidated financial position or results of operations. In addition, we are also subject to ongoing examinations of our tax returns by state and local tax authorities for various periods. Activity related to these state and local examinations did not have a material impact on our consolidated financial position or results of operations during the year ended December 31, 2017, nor do we anticipate a material impact in the future.

Litigation

Legal contingencies have a high degree of uncertainty. When a loss from a contingency becomes estimable and probable, a reserve is established. The reserve reflects management’s best estimate of the probable cost of ultimate resolution of the matter and is revised as facts and circumstances change. A reserve is released when a matter is ultimately brought to closure or the statute of limitations lapses. We have established reserves for certain matters. Although these matters are not expected individually to have a material adverse effect on our consolidated financial condition, results of operations or liquidity, such matters could have, in the aggregate, a material adverse effect on our consolidated financial condition, results of operations or liquidity.

Programming agreements
We exercise judgment in estimating programming expense associated with certain video programming contracts. Our policy is to record video programming costs based on the substance of our contractual agreements with our programming vendors, which are generally multi-year agreements that provide for us to make payments to the programming vendors at agreed upon market rates based on the number of customers to which we provide the programming service. If a programming contract expires prior to the parties’ entry into a new agreement and we continue to distribute the service, we estimate the programming costs during the period there is no contract in place. In doing so, we consider the previous contractual rates, inflation and the status of the negotiations in determining our estimates. When the programming contract terms are finalized, an adjustment to programming expense is recorded, if necessary, to reflect the terms of the new contract. We also make estimates in the recognition of programming expense related to other items including the allocation of consideration exchanged between the parties among the various items in multiple-element transactions.
Judgment is also involved when we enter into agreements that result in us receiving cash consideration from the programming vendor, usually in the form of advertising sales, channel positioning fees, launch support or marketing support. In these situations, we must determine based upon facts and circumstances if such cash consideration should be recorded as revenue, a reduction in programming expense or a reduction in another expense category (e.g., marketing).

Pensionpension plans


We sponsor two qualified and unqualified defined benefit pension plans the TWC Pension Plan and the TWC Union Pension Plan (collectively, the “TWC Pension Plans”), that provide pension benefits to a majority of Legacyemployees who were employed by TWC employees. We also provide a nonqualified


33


defined benefit pension plan for certain employees underbefore the TWC Excess Pension Plan.merger with TWC. As of December 31, 2017,2022, the accumulated benefit obligation and fair value of plan assets for the TWC Pension Plans was $3.6$2.2 billion and $3.3$2.6 billion, respectively, and the net underfunded liability of the TWC Pension Plansfunded asset was recorded as a $1$362 million noncurrent asset, $5 million current liability and $292$17 million long-term liability. As of December 31, 2016,2021, the accumulated benefit obligation and fair value of plan assets for the TWC Pension Plans was $3.3$3.4 billion and $2.9$3.5 billion, respectively, and the net underfunded liability of the TWC Pension Plansfunded asset was recorded as a $1$114 million noncurrent asset, $6$4 million current liability and $309$27 million long-term liability.


Pension benefits are based on formulas that reflect the employees’ years of service and compensation during their employment period. Actuarial gains or losses are changes in the amount of either the benefit obligation or the fair value of plan assets resulting from experience different from that assumed or from changes in assumptions. We have elected to follow a mark-to-market pension accounting policy for recording the actuarial gains or losses annually during the fourth quarter, or earlier if a remeasurement event occurs during an interim period. We use a December 31 measurement date for our pension plans.


We recognized net periodic pension benefitsbenefit of $1$254 million and $813$305 million in 20172022 and 2016,2021, respectively. Net periodic pension benefit or expense is determined using certain assumptions, including the expected long-term rate of return on plan assets, discount rate and mortality assumptions. We determined the discount rate used to compute pension expense based on the yield of a large population of high-quality corporate bonds with cash flows sufficient in timing and amount to settle projected future defined benefit payments. In developing the expected long-term rate of return on assets, we considered the current pension portfolio’s composition, past average rate of earnings, and our asset allocation targets. We used a discount rate of 4.20% from January 1, 20175.46% to September 30, 2017 and 3.88% from October 1, 2017 todetermine the December 31, 2017 to compute 20172022 pension expense.plan benefit obligation. A decrease in the discount rate of 25 basis points would result in a $173an $83 million increase in our pension plan benefit obligation as of December 31, 20172022 and net periodic pension expense recognized in 20172022 under our mark-to-market accounting policy. OurThe expected long-term rate of return on plan assets used to compute 2017determine net periodic pension expense was 6.50%benefit for the year ended December 31, 2023 is expected to be 5.00%. A decrease in the expected long-term rate of return of 25 basis points from 6.50% to 6.25%4.75%, while holding all other assumptions constant, would result in an increasea decrease in our 20182023 net periodic pension expensebenefit of approximately $8$6 million. See Note 19 to the accompanying consolidated financial statements contained in “Part II. Item 8. Financial Statements and Supplementary Data” for additional discussion on these assumptions.



31

Results of Operations


A discussion of changes in our results of operations during the year ended December 31, 2021 compared to the year ended December 31, 2020 has been omitted from this Annual Report on Form 10-K, but may be found in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on January 28, 2022, which is available free of charge on the SEC's website at www.sec.gov and on Charter's investor relations website at ir.charter.com.

The following table sets forth the consolidated statements of operations for the periods presented (dollars in millions, except per share data)millions):


Year Ended December 31,
20222021
Revenues$54,020 $51,674 
Costs and Expenses:
Operating costs and expenses (exclusive of items shown separately below)32,977 31,566 
Depreciation and amortization8,874 9,321 
Other operating expenses, net287 306 
42,138 41,193 
Income from operations11,882 10,481 
Other Income (Expenses):
Interest expense, net(4,533)(4,023)
Other income (expenses), net5 (104)
(4,528)(4,127)
Income before income taxes7,354 6,354 
Income tax expense(47)(41)
Consolidated net income7,307 6,313 
Less: Net income attributable to noncontrolling interests(2)(2)
Net income attributable to CCO Holdings member$7,305 $6,311 
 Year Ended December 31,
 201720162015
Revenues$41,578
 $29,003
 $9,754
      
Costs and Expenses:     
Operating costs and expenses (exclusive of items shown separately below)26,560
 18,670
 6,426
Depreciation and amortization10,579
 6,902
 2,125
Other operating expenses, net444
 722
 89
 37,583
 26,294
 8,640
Income from operations3,995
 2,709
 1,114
      
Other Expenses:     
Interest expense, net(3,115) (2,123) (840)
Loss on extinguishment of debt(40) (111) (126)
Gain (loss) on financial instruments, net69
 89
 (4)
Other pension benefits1
 899
 —
Other expense, net(4) (3) —
 (3,089) (1,249) (970)
      
Income before income taxes906
 1,460
 144
Income tax benefit (expense)(23) (3) 210
Consolidated net income883
 1,457
 354
Less: Net income attributable to noncontrolling interests(1) (1) (46)
Net income attributable to CCO Holdings member$882
 $1,456
 $308



34



Revenues.Total revenues grew $12.6$2.3 billion or 43.4% in4.5% during the year ended December 31, 20172022 as compared to 2016 and grew $19.2 billion or 197.3% in the year ended December 31, 2016 as compared2021 primarily due to2015. Revenue growth primarily reflects the Transactions and increases in the number of residential Internet, mobile and commercial business customers, price adjustments as well as growth in expanded basic video penetration offset by a decrease in limited basic video customers. The Transactions increased revenues for the years ended 2017 and 2016 as compared to the corresponding prior periods by approximately $11.4 billion and $18.6 billion, respectively. On a pro forma basis, assuming the Transactions occurred as of January 1, 2015, total revenue growth was 3.9% and 7.0% for the years ended December 31, 2017 and 2016 as compared to the corresponding prior periods.higher advertising sales.



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Revenues by service offering were as follows (dollars in millions; all percentages are calculated using whole numbers. Minornumbers; minor differences may exist due to rounding):


Years ended December 31,
20222021Growth
Internet$22,222 $21,094 5.3 %
Video17,460 17,630 (1.0)%
Voice1,559 1,598 (2.5)%
Residential revenue41,241 40,322 2.3 %
Small and medium business4,301 4,170 3.1 %
Enterprise2,677 2,573 4.0 %
Commercial revenue6,978 6,743 3.5 %
Advertising sales1,882 1,594 18.1 %
Mobile3,042 2,178 39.7 %
Other877 8374.8 %
$54,020 $51,674 4.5 %
The increase in Internet revenues from our residential customers was attributable to the following (dollars in millions):
 Years ended December 31, Years ended December 31,
 Actual Pro Forma
 2017 2016 2015 2017 vs. 2016 Growth 2016 vs. 2015 Growth 2017 2016 2015 2017 vs. 2016 Growth 2016 vs. 2015 Growth
Video$16,641
 $11,967
 $4,587
 39.1% 160.9% $16,641
 $16,390
 $16,029
 1.5 % 2.3%
Internet14,105
 9,272
 3,003
 52.1% 208.7% 14,105
 12,688
 11,295
 11.2 % 12.3%
Voice2,542
 2005
 539
 26.8% 272.2% 2,542
 2,905
 2,842
 (12.5)% 2.2%
Residential revenue33,288
 23,244
 8,129
 43.2% 185.9% 33,288
 31,983
 30,166
 4.1 % 6.0%
                    
Small and medium business3,686
 2,480
 764
 48.6% 224.7% 3,686
 3,409
 3,009
 8.1 % 13.3%
Enterprise2,210
 1,429
 363
 54.7% 293.0% 2,210
 2,025
 1,818
 9.1 % 11.4%
Commercial revenue5,896
 3,909
 1,127
 50.8% 246.7% 5,896
 5,434
 4,827
 8.5 % 12.6%
                    
Advertising sales1,510
 1235
 309
 22.3% 300.3% 1,510
 1,696
 1,524
 (10.9)% 11.3%
Other884
 615
 189
 43.7% 225.0% 884
 910
 877
 (2.9)% 4.0%
 $41,578
 $29,003
 $9,754
 43.4% 197.3% $41,578
 $40,023
 $37,394
 3.9 % 7.0%

2022 compared to 2021
Increase related to rate and product mix changes$634 
Increase in average residential Internet customers494 
$1,128 

The increase related to rate and product mix was primarily due to promotional roll-off and rate adjustments. Residential Internet customers grew by 275,000 in 2022 compared to 2021.

Video revenues consist primarily of revenues from basic and digital video services provided to our residential customers, as well as franchise fees, equipment service fees and video installation revenue. Residential video customers decreased by 292,000 in 2017 and, excluding the impacts of the Transactions, increased by 42,000 in 2016. The increasesdecrease in video revenues arewas attributable to the following (dollars in millions):


2022 compared to 2021
Decrease in average residential video customers$(621)
Increase related to rate and product mix changes451 
$(170)
 2017 compared to 2016 2016 compared to 2015
Bundle revenue allocation and price adjustments$383
 $103
Increase (decrease) in VOD and pay-per-view35
 (22)
Increase (decrease) in average basic video customers(179) 35
TWC Transaction3,806
 6,263
Bright House Transaction629
 1,001
 $4,674
 $7,380


On a pro forma basis, assuming the Transactions occurred as of January 1, 2015, residentialResidential video customers decreased by 226,000719,000 in 20162022 compared to 2021. The increase related to rate and the increasesproduct mix was primarily due to price adjustments and promotional roll-off and was partly offset by a higher mix of lower cost video packages within our video customer base

The decrease in videovoice revenues isfrom our residential customers was attributable to the following (dollars in millions):


2022 compared to 2021
Decrease in average residential voice customers$(137)
Increase related to rate98 
$(39)

Residential wireline voice customers decreased by 924,000 in 2022 compared to 2021.

 2017 compared to 2016 2016 compared to 2015
Bundle revenue allocation and price adjustments$513
 $498
Increase (decrease) in VOD and pay-per-view32
 (69)
Decrease in average basic video customers(294) (68)
 $251
 $361
33



35




Residential Internet customers grew by 1,171,000The increase in 2017 and, excluding the impacts of the Transactions, grew by 461,000 customers in 2016. The increases in InternetSMB commercial revenues from our residential customers are attributable to the following (dollars in millions):

 2017 compared to 2016 2016 compared to 2015
Increase in average residential Internet customers$599
 $284
Price adjustments, bundle revenue allocation and service level changes395
 62
TWC Transaction3,268
 5,063
Bright House Transaction571
 860
 $4,833
 $6,269

On a pro forma basis, assuming the Transactions occurred as of January 1, 2015, residential Internet customers increased by 1,463,000 in 2016 and the increases in Internet revenues iswas attributable to the following (dollars in millions):


2022 compared to 2021
Increase in SMB customers$157 
Decrease related to rate and product mix changes(26)
$131 
 2017 compared to 2016 2016 compared to 2015
Increase in average residential Internet customers$818
 $957
Price adjustments, bundle revenue allocation and service level changes599
 436
 $1,417
 $1,393


Residential voice customers grew by 100,000 in 2017 and, excluding the impacts of the Transactions, grew by 95,000 customers in 2016. The increases in voice revenues from our residential customers is attributable to the following (dollars in millions):

 2017 compared to 2016 2016 compared to 2015
Increase in average residential voice customers$27
 $28
Bundle revenue allocation and price adjustments(319) (18)
TWC Transaction707
 1,247
Bright House Transaction122
 209
 $537
 $1,466

On a pro forma basis, assuming the Transactions occurred as of January 1, 2015, residential voiceSMB customers increased by 368,00064,000 in 2016 and the increase in voice revenues is attributable2022 compared to the following (dollars in millions):2021.

 2017 compared to 2016 2016 compared to 2015
Increase in average residential voice customers$49
 $229
Price adjustments and bundle revenue allocation(412) (166)
 $(363) $63


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Small and medium business PSUs increased by 326,000 in 2017 and, excluding the impacts of the Transactions, increased by 128,000 in 2016. The increases in small and medium business commercial revenues are attributable to the following (dollars in millions):

 2017 compared to 2016 2016 compared to 2015
Increase in small and medium business customers$295
 $127
Price adjustments related to SPP(118) (38)
TWC Transaction890
 1,408
Bright House Transaction139
 219
 $1,206
 $1,716

On a pro forma basis, assuming the Transactions occurred as of January 1, 2015, small and medium business PSUs increased by 291,000 in 2016 and the increases in small and medium business commercial revenues is attributable to the following (dollars in millions):

 2017 compared to 2016 2016 compared to 2015
Increase in small and medium business customers$393
 $359
Price adjustments related to SPP(116) 41
 $277
 $400


Enterprise PSUsrevenues increased by 17,000 in 2017 and, excluding$104 million during the impacts of the Transactions, increased by 6,000 in 2016. On a pro forma basis, assuming the Transactions occurred as of January 1, 2015, enterprise PSUs increased by 16,000 in 2016. The Transactions increased enterprise commercial revenues for yearsyear ended 2017 and 2016December 31, 2022 as compared to the corresponding prior periods by approximately $655 million and $1.0 billion, respectively. On a pro forma basis, assuming the Transactions occurred as of January 1, 2015, enterprise commercial revenues increased $185 million and $207 million during the years ended 2017 and 2016, respectively, as compared to the corresponding prior periodsperiod in 2021 primarily due to growthan increase in customers.Internet PSUs offset by a $16 million one-time benefit incurred during the year ended December 31, 2021 as well as lower wholesale PSUs. Enterprise PSUs increased by 12,000 in 2022 compared to 2021.


Advertising sales revenues consist primarily of revenues from commercial advertising customers, programmers and other vendors, as well as local cable and advertising on regional sports and news channels. Advertising sales revenues increased in 2017 and 2016 primarily due to$288 million during the Transactions. The Transactions increased advertising sales revenues for the yearsyear ended 2017 and 2016December 31, 2022 as compared to the corresponding prior periods by $425 million and $898 million, respectively. On a pro forma basis, assuming the Transactions occurred as of January 1, 2015, advertising sales revenues decreased $186 million and increased $172 million duringperiod in 2021 primarily due to an increase in political revenue.

During the years ended 2017December 31, 2022 and 2016,2021, mobile revenues included approximately $1.3 billion and $909 million of device revenues, respectively, as comparedand approximately $1.7 billion and $1.3 billion of service revenues, respectively. The increases in revenues are a result of an increase of 1,728,000 lines from December 31, 2021 to the corresponding prior periods primarily due to political advertising.December 31, 2022.


Other revenues consist of revenue from processing fees, regional sports and news channels (excluding intercompany charges or advertising sales on those channels), subsidy revenue, home shopping, late payment fees,video device sales, wire maintenance fees and other miscellaneous revenues. The increase in 2017 and 2016 was primarily due toOther revenues increased approximately $40 million during the Transactions. The Transactions increased other revenues for the yearsyear ended 2017 and 2016December 31, 2022 as compared to the corresponding prior periods by $255 million and $429 million, respectively. On a pro forma basis, assuming the Transactions occurred as of January 1, 2015, other revenues decreased $26 million and increased $33 million during the years ended 2017 and 2016, respectively, as compared to the corresponding prior periodsperiod in 2021 primarily due to a settlement incurred in 2016subsidy revenue related to our rural construction initiative and an early contract termination at Legacy TWC and Legacy Bright House.increase in processing fees offset by a decrease in sales of video devices.



37



Operating costs and expenses. The increases in our operating costs and expenses are attributable to the following (dollars in millions):

 2017 compared to 2016 2016 compared to 2015
Programming$3,562
 $4,356
Regulatory, connectivity and produced content597
 1,032
Costs to service customers2,126
 3,774
Marketing713
 1,078
Transition costs(32) 84
Other924
 1,920
 $7,890
 $12,244

Programming costs were approximately $10.6 billion, $7.0 billion and $2.7 billion, representing 40%, 38% and 42% of operating costs and expenses for each of the years ended December 31, 2017, 2016 and 2015, respectively. The increase in operating costs and expenses for the years ended 2017 and 2016 as compared to the corresponding prior periods was primarily due to the Transactions.

The increase in other expense is attributable to the following (dollars in millions):

 2017 compared to 2016 2016 compared to 2015
Enterprise$245
 $383
Advertising sales expense244
 405
Corporate costs207
 607
Property tax and insurance109
 198
Stock compensation expense17
 166
Other102
 161
 $924
 $1,920

The increases in other expense for the years ended 2017 and 2016 as compared to the corresponding prior periods were primarily due to the Transactions.

On a pro forma basis, assuming the Transactions occurred as of January 1, 2015, increases in our operating costs and expenses, exclusive of items shown separately in the consolidated statements of operations, arewas attributable to the following (dollars in millions):


2022 compared to 2021
Programming$(224)
Regulatory, connectivity and produced content(191)
Costs to service customers379 
Marketing268 
Mobile896 
Other283 
$1,411 
 2017 compared to 2016 2016 compared to 2015
Programming$982
 $661
Regulatory, connectivity and produced content(29) 28
Costs to service customers(144) 72
Marketing52
 59
Transition costs(32) 84
Other(137) 315
 $692
 $1,219


On a pro forma basis, assuming the Transactions occurred as of January 1, 2015, programmingProgramming costs were approximately $9.6$11.6 billion and $9.0$11.8 billion for the years ended December 31, 2022 and 2021, representing 37%35% and 36%38% of total operating costs and expenses, for the years ended December 31, 2016 and 2015, respectively.



38


Programming costs consist primarily of costs paid to programmers for basic, digital, premium, VOD,video on demand, and pay-per-view programming. The increase in programmingProgramming costs on a pro forma basis, assuming the Transactions occurreddecreased as of January 1, 2015, is primarily a result of fewer customers and a higher mix of lower cost video packages within our video customer base offset by contractual rate adjustments, including renewals and increases in amounts paid for retransmission consents, higher expanded basicconsent.

Regulatory, connectivity and produced content decreased $191 million during the year ended December 31, 2022 compared to the corresponding period in 2021 primarily due to lower costs of video packagedevices sold to customers and higher pay-per-view events offset by synergiesregulatory pass-through fees as well as lower sports rights costs as a result of more basketball games during 2021 as compared to 2022 as the Transactions.  We expect programming expenses will continue to increaseprior period had additional games due to a varietythe delayed start of factors, including annual increases imposed by programmers with additional selling powerthe 2020 - 2021 National Basketball Association ("NBA") season as a result of media consolidation, increased demands by owners of broadcast stations for payment for retransmission consent or linking carriage of other services to retransmission consent, and additional programming, particularly new services. We have been unable to fully pass these increases on to our customers nor do we expect to be able to do so in the future without a potential loss of customers.COVID-19.


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Costs to service customers decreased $144increased $379 million during 2017 asthe year ended December 31, 2022 compared to 2016, on a pro forma basis, assuming the Transactions occurred as of January 1, 2015,corresponding period in 2021 primarily due to higher bad debt, adjustments to job structure, pay and benefits from combining Legacy TWCto build a more skilled and Legacy Bright House into Charter, including lower employee benefitlonger tenured workforce and maintenancefuel costs.

Mobile costs higher laborof $3.4 billion and material capitalization with increases$2.5 billion for the years ended December 31, 2022 and 2021, respectively, were comprised of mobile device, mobile service, customer acquisition and operating costs. The increase is attributable to an increase in placementthe number of new customer equipment and improved productivity.mobile lines.


On a pro forma basis, assuming the Transactions occurred as of January 1, 2015, the changeThe increase in other expense iswas attributable to the following (dollars in millions):


 2017 compared to 2016 2016 compared to 2015
Corporate costs$(157) $114
Stock compensation expense(34) 49
Property, tax and insurance(21) —
Advertising sales expense37
 100
Enterprise25
 42
Other13
 10
 $(137) $315

Corporate costs and stock compensation expense decreased in 2017 as compared to 2016 primarily as a result of lower headcount as a result of integration synergies.

The increase in corporate costs during 2016 as compared to 2015 relates primarily to increases in the number of employees including increases in engineering and IT. The increase in advertising sales expense relates primarily to higher advertising sales revenue.
2022 compared to 2021
Advertising sales expense$84 
Corporate costs78 
Enterprise43 
Stock compensation expense40 
Other38 
$283 

Advertising sales expense increased during 2016 as compared to 2015 primarily due to increases in headcount and the value of equity issued.

Depreciation and amortization.Depreciation and amortization expense increased by $3.7 billion and $4.8 billion in 2017 and 2016 asyear ended December 31, 2022 compared to the corresponding prior periodsperiod due to higher costs of sales fees driven by higher political revenue. Corporate costs increased primarily due to higher computer and software expense and labor costs.

Depreciation and amortization.Depreciation and amortization expense decreased by $447 million during the year ended December 31, 2022 compared to the corresponding period in 2021 primarily due to certain assets acquired in acquisitions becoming fully depreciated offset by an increase in depreciation as a result of additional depreciation and amortization related to the Transactions, inclusive of the incremental amounts as a result of the higher fair values recorded in acquisition accounting and, in 2017, highermore recent capital expenditures.


Other operating expenses, net. The changesdecrease in other operating expenses, net arewas attributable to the following (dollars in millions):


2022 compared to 2021
Special charges, net$18 
(Gain) loss on sale of assets, net(37)
$(19)
 2017 compared to 2016 2016 compared to 2015
Merger and restructuring costs$(357) $638
Special charges, net60
 2
(Gain) loss on sale of assets, net19
 (7)
 $(278) $633


The changes in merger and restructuring costs is primarily due to approximately $279 million and $611 million of employee retention and employee termination costs incurred during 2017 and 2016, respectively.For more information, see Note 1413 to the accompanying consolidated financial statements contained in “Part II. Item 8. Financial Statements and Supplementary Data.”




39


Interest expense, net. Net interest expense increased by $992$510 million in 20172022 from 2016 and by $1.3 billion in 2016 from 2015. The increase in 2017 as compared to 2016 is2021 primarily due to an increase in weighted average debt outstanding of $11.7approximately $8.3 billion as well as an increase in weighted average interest rates. The increase in weighted average debt outstanding is primarily as a result ofdue to the issuance of notes throughout 2021 and 2022.


35

Other income (expenses), net. The change in 2017 for general corporate purposes including distributions to parent companies for stock buybacks. Interest expense associated with debt assumed from Legacy TWC also increased interest expense during the year ended December 31, 2017 comparedother income (expenses), net is attributable to the corresponding periodfollowing (dollars in 2016 by approximately $336 million. The increase in 2016 as compared to 2015 is primarily due to an increase of $594 million of interest expense associated withmillions):

2022 compared to 2021
Loss on extinguishment of debt (see Note 8)$141 
Loss on financial instruments, net (see Note 10)(9)
Net periodic pension benefit (cost) (see Note 19)(51)
Loss on equity investments, net (see Note 5)28 
$109 

See Note 14 and the debt incurred to fund the Transactions and $604 million associated with debt assumed from Legacy TWC.

Loss on extinguishment of debt. Loss on extinguishment of debt of $40 million, $111 million and $126 million for the years ended December 31, 2017, 2016 and 2015 primarily represents losses recognized as a result of the repurchase of CCO Holdings notes and amendments to Charter Operating's credit facilities. For more information, see Note 9Notes referenced above to the accompanying consolidated financial statements contained in “Part II. Item 8.“Item 1. Financial Statements and Supplementary Data.”Statements” for more information.


Gain (loss) on financial instruments, net. Gains and losses on financial instruments are recognized due to changes in the fair value of our interest rate and our cross currency derivative instruments, and the foreign currency remeasurement of the fixed-rate British pound sterling denominated notes (the “Sterling Notes”) into U.S. dollars. For more information, see Note 11 to the accompanying consolidated financial statements contained in “Part II. Item 8. Financial Statements and Supplementary Data.”

Other pension benefits. Other pension benefits decreased by $898 million during 2017 compared to 2016 and increased $899 million during 2016 compared to 2015 primarily due to the pension curtailment gain of $675 million and remeasurement gain of $195 million recognized in 2016 as opposed to remeasurement losses of $55 million recognized in 2017. For more information, see Note 19 to the accompanying consolidated financial statements contained in “Part II. Item 8. Financial Statements and Supplementary Data.”

Other expense, net. Other expense, net primarily represents equity losses on our equity-method investments. For more information, see Note 7 to the accompanying consolidated financial statements contained in “Part II. Item 8. Financial Statements and Supplementary Data.”

Income tax benefit (expense).expense.We recognized income tax expense of $23$47 million and $3$41 million for the years ended December 31, 20172022 and 2016,2021, respectively and income tax benefit of $210 million for the year ended December 31, 2015. Income tax expense was recognized in 2017 and 2016 primarily through increases in deferred tax liabilities, as well as through current federal and state income tax expense. The income tax benefit in 2015 was primarily due to the deemed liquidation of Charter Holdco solely for federal and state income tax purposes offset by income tax expense recognized primarily through increases in deferred tax liabilities. . For more information, see Note 16 to the accompanying consolidated financial statements contained in “Part II. Item 8. Financial Statements and Supplementary Data.”


Net income attributable to noncontrolling interest. Net income attributable to noncontrolling interest in 2017 and 2016 relates to our third-party interest in CV of Viera, LLP, a consolidated joint venture in a small cable system in Florida assumed in the Transactions. Net income attributable to noncontrolling interest in 2015 included the 2% accretion of the preferred membership interests in CC VIII, LLC (“CC VIII”) plus approximately 18.6% of CC VIII’s income, net of accretion. On December 31, 2015, the CC VIII preferred interest held by CCH I, LLC was contributed to CC VIII and subsequently canceled.Florida.


Net income attributable to CCO Holdings member.Net income attributable to CCO Holdings member was $882 million, $1.5$7.3 billion and $308 million$6.3 billion for the years ended December 31, 2017, 20162022 and 2015,2021, respectively, primarily as a result of the factors described above. On a pro forma basis, assuming the Transactions occurred as of January 1, 2015, net income attributable to CCO Holdings member was $1.9 billion and $608 million for the years ended December 31, 2016 and 2015, respectively.


Use of Adjusted EBITDAand Free Cash Flow


We use certain measures that are not defined by U.S. generally accepted accounting principles (“GAAP”) to evaluate various aspects of our business. Adjusted EBITDA and free cash flow are non-GAAP financial measures and should be considered in addition to, not as a substitute for, consolidated net income attributable to CCO Holdings member and net cash flows from operating activities reported in accordance with GAAP. These terms, as defined by us, may not be comparable to similarly titled measures used by other companies. Adjusted EBITDA and free cash flow are reconciled to consolidated net income attributable to CCO Holdings member and net cash flows from operating activities, respectively, below.


Adjusted EBITDA eliminates the significant non-cash depreciation and amortization expense that results from the capital-intensive nature of our businesses as well as other non-cash or special items, and is unaffected by our capital structure or investment activities.


40


However, this measure is limited in that it does not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating revenues and our cash cost of financing. These costs are evaluated through other financial measures.


Free cash flow is defined as net cash flows from operating activities, less capital expenditures and changes in accrued expenses related to capital expenditures.


Management and Charter’s board of directors use Adjusted EBITDA and free cash flow to assess our performance and our ability to service our debt, fund operations and make additional investments with internally generated funds. In addition, Adjusted EBITDA generally correlates to the leverage ratio calculation under our credit facilities or outstanding notes to determine compliance with the covenants contained in the facilities and notes (all such documents have been previously filed with the SEC). For the purpose of calculating compliance with leverage covenants, we use Adjusted EBITDA, as presented, excluding certain expenses paid by our operating subsidiaries to other Charter entities. Our debt covenants refer to these expenses as management fees, which fees were in the amount of $1.1$1.4 billion, $930 million and $322 million$1.3 billion for the years ended December 31, 2017, 20162022 and 2015,2021, respectively.


A reconciliation of Adjusted EBITDA and free cash flow to net income attributable to CCO Holdings member and net cash flows from operating activities, respectively, is as follows (dollars in millions):


 Years ended December 31,
 2017 2016 2015
 Actual
Consolidated net income$883
 $1,457
 $354
Plus: Interest expense, net3,115
 2,123
 840
Income tax (benefit) expense23
 3
 (210)
Depreciation and amortization10,579
 6,902
 2,125
Stock compensation expense261
 244
 78
Loss on extinguishment of debt40
 111
 126
(Gain) loss on financial instruments, net(69) (89) 4
Other pension benefits(1) (899) —
Other, net448
 725
 89
Adjusted EBITDA$15,279
 $10,577
 $3,406
      
Net cash flows from operating activities$11,608
 $8,765
 $2,557
Less: Purchases of property, plant and equipment(8,681) (5,325) (1,840)
Change in accrued expenses related to capital expenditures820
 603
 28
Free cash flow$3,747
 $4,043
 $745
36

 Year Ended December 31,
 2016 2015
 Pro Forma
Consolidated net income$1,891
 $654
Plus: Interest expense, net2,892
 2,968
Income tax (benefit) expense3
 (210)
Depreciation and amortization9,547
 9,340
Stock compensation expense295
 246
Loss on extinguishment of debt111
 126
(Gain) loss on financial instruments, net(89) 4
Other pension benefits(915) (73)
Other, net715
 (64)
Adjusted EBITDA$14,450
 $12,991



41



Years ended December 31,
20222021
Net income attributable to CCO Holdings member$7,305 $6,311 
Plus: Net income attributable to noncontrolling interest2 2 
Interest expense, net4,533 4,023 
Income tax expense47 41 
Depreciation and amortization8,874 9,321 
Stock compensation expense470 430 
Other expenses, net282 410 
Adjusted EBITDA$21,513 $20,538 
Net cash flows from operating activities$16,131 $16,160 
Less: Purchases of property, plant and equipment(9,376)(7,608)
Change in accrued expenses related to capital expenditures553 80 
Free cash flow$7,308 $8,632 

Liquidity and Capital Resources


Overview


We have significant amounts of debt.  The principal amount of our debt as of December 31, 20172022 was $69.0$97.4 billion, consisting of $9.5$13.9 billion of credit facility debt, $40.6$56.8 billion of investment grade senior secured notes and $18.9$26.7 billion of high-yield senior unsecured notes. Our business requires significant cash to fund principal and interest payments on our debt. As of December 31, 2022, $70.7 billion of our debt was rated investment grade and $26.7 billion was rated high yield debt. This split rating allows us to access both the investment grade debt market and the high yield debt market. 


Our projected cash needs and projected sources of liquidity depend upon, among other things, our actual results, and the timing and amount of our expenditures. As we launch our new mobile services, we expect an initial funding periodcontinue to grow a newour market penetration of our mobile product, as well aswe will continue to experience negative working capital impacts from the timing of device-related cash flows when we provide the handset or tabletsell devices to customers pursuant to equipment installment plans. Further, in 2022, Charter has become a meaningful federal cash tax payer as the majority of their net operating losses have been utilized, which will be funded by distributions from us. Free cash flow was $3.7 billion, $4.0$7.3 billion and $745 million$8.6 billion for the years ended December 31, 2017, 20162022 and 2015,2021, respectively. See table below for factors impacting free cash flow during the year ended December 31, 2022 compared to 2021. As of December 31, 2017,2022, the amount available under our credit facilities was approximately $3.6$4.0 billion and cash on hand was approximately $330$392 million. We expect to utilize free cash flow, cash on hand and availability under our credit facilities as well as future refinancing transactions to further extend the maturities of our obligations. The timing and terms of any refinancing transactions will be subject to market conditions among other considerations. Additionally, we may, from time to time, and depending on market conditions and other factors, use cash on hand and the proceeds from securities offerings or other borrowings to retire our debt through open market purchases, privately negotiated purchases, tender offers or redemption provisions. We believe we have sufficient liquidity from cash on hand, free cash flow and Charter Operating’s revolving credit facility as well as access to the capital markets to fund our projected cash needs.


We continue to evaluate the deployment of our cash on hand and anticipated future free cash flow including to invest in our business growth and other strategic opportunities, including expanding the capacity of our network, the expansion of our network through our rural broadband construction initiative, the build-out and deployment of our CBRS spectrum, and mergers and acquisitions as well as distributions to our parent companycompanies for stock repurchases and dividends. Charter's target leverage of net debt to the last twelve months Adjusted EBITDA remains at 4 to 4.5 times Adjusted EBITDA, and up to 3.5 times Adjusted EBITDA at the Charter Operating first lien level. OurCharter's leverage ratio was 4.54.47 times Adjusted EBITDA as of December 31, 2017. We may2022. As Adjusted EBITDA grows, we expect to increase the total amount of our indebtedness to maintain leverage within Charter's target leverage range. DuringExcluding purchases from Liberty Broadband discussed below, during the years ended December 31, 20172022 and 2016,2021, Charter purchased in the public market approximately 33.414.5 million and 5.115.9 million shares, respectively, of Charter Class A common stock for approximately $11.6$7.1 billion and $1.3$10.9 billion, respectively. AsSince the beginning of its buyback program in September 2016 through the year ended December 31, 2017,2022, Charter had remaining board authority to purchase an additional $1.1 billionhas purchased in the public market approximately 149.4 million shares of Charter’s Class A common stock and/orand Charter Holdings common units.units for approximately $68.5 billion, including purchases from Liberty Broadband and A/N discussed below.


37

In February 2021, Charter is not obligatedand Liberty Broadband entered into a letter agreement (the “LBB Letter Agreement”). The LBB Letter Agreement implements Liberty Broadband’s obligations under the Stockholders Agreement to acquire any particular amountparticipate in share repurchases by Charter. Under the LBB Letter Agreement, Liberty Broadband will sell to Charter, generally on a monthly basis, a number of shares of Charter Class A common stock andrepresenting an amount sufficient for Liberty Broadband’s ownership of Charter to be reduced such that it does not exceed the timing of any purchases that may occur cannot be predicted and will largely depend on market conditions and other potential uses of capital. Purchases may include open market purchases, tender offers or negotiated transactions. Toownership cap then applicable to Liberty Broadband under the extent such purchases occur, CCO Holdings and its subsidiaries are the primary source for funding such purchases through distributions to their parent companies.

As possible acquisitions, swaps or dispositions arise, we actively review them against our objectives including, among other considerations, improving the operational efficiency, clustering, product development or technology capabilities of our business and achieving appropriate return targets, and we may participateStockholders Agreement at a purchase price per share equal to the extent we believe these possibilities present attractive opportunities. However, there can be no assurance that we will actually complete any acquisitions, dispositionsvolume weighted average price per share paid by Charter for shares repurchased during such immediately preceding calendar month other than (i) purchases from A/N, (ii) purchases in privately negotiated transactions or system swaps, or that any such transactions will be material(iii) purchases for the withholding of shares of Charter Class A common stock pursuant to our operations or results.equity compensation programs of Charter. Charter purchased from Liberty Broadband 6.2 million and 6.1 million shares of Charter Class A common stock for approximately $3.0 billion and $4.2 billion during the years ended December 31, 2022 and 2021, respectively. In January 2023, Charter purchased from Liberty Broadband an additional 0.1 million shares of Charter Class A common stock for approximately $42 million.


In December 2016, Charter and A/N entered into a letter agreement, as amended in December 2017 (the "Letter"A/N Letter Agreement"), that requires A/N to sell to Charter or to Charter Holdings, on a monthly basis, a number of shares of Charter Class A common stock or Charter Holdings common units that represents a pro rata participation by A/N and its affiliates in any repurchases of shares of Charter Class A common stock from persons other than A/N effected by Charter during the immediately preceding calendar month, at a purchase price equal to the average price paid by Charter for the shares repurchased from persons other than A/N during such immediately preceding calendar month. A/N and Charter both have the right to terminate or suspend the pro rata repurchase arrangement on a prospective basis once Charter or Charter Holdings have repurchased shares of Class A common stock or Charter Holdings common units from A/Nbasis. During the years ended December 31, 2022 and its affiliates for an aggregate purchase price of $537 million, which threshold has been met. On December 21, 2017, Charter and A/N entered into an amendment to the Letter Agreement resetting the aggregate purchase price to $400 million.2021, Charter Holdings purchased from A/N 4.83.2 million and 0.83.3 million Charter Holdings common units, at an average price per unit of $347.03 and $289.83, or $1.7respectively, for approximately $1.6 billion and $218 million during the years ended$2.2 billion, respectively.

As of December 31, 20172022, Charter had remaining board authority to purchase an additional $414 million of Charter’s Class A common stock and/or Charter Holdings common units, excluding purchases from Liberty Broadband. Although Charter expects to continue to buy back its common stock consistent with its leverage target range, Charter is not obligated to acquire any particular amount of common stock, and 2016, respectively.the timing of any purchases that may occur cannot be predicted and will largely depend on market conditions and other potential uses of capital. Purchases may include open market purchases, tender offers or negotiated transactions. To the extent such purchases occur, CCO Holdings and its subsidiaries are the primary source for funding such purchases through distributions to their parent companies.



As possible acquisitions, swaps or dispositions arise, we actively review them against our objectives including, among other considerations, improving the operational efficiency, geographic clustering of assets, product development or technology capabilities of our business and achieving appropriate return targets, and we may participate to the extent we believe these possibilities present attractive opportunities. However, there can be no assurance that we will actually complete any acquisitions, dispositions or system swaps, or that any such transactions will be material to our operations or results.


42


Free Cash Flow


Free cash flow decreased $296$1.3 billion during the year ended December 31, 2022 compared to the corresponding prior period due to the following (dollars in millions):

2022 compared to 2021
Increase in capital expenditures$(1,768)
Increase in cash paid for interest, net(456)
Increase in Adjusted EBITDA975 
Change in working capital, excluding change in accrued interest and taxes310 
Other, net(385)
$(1,324)

Free cash flow was reduced by $1.1 billion and $853 million and increased $3.3 billion during the years ended December 31, 20172022 and 2016 compared to the corresponding prior periods,2021, respectively, due to mobile impacts negatively affecting working capital, capital expenditures and Adjusted EBITDA. The increase in capital expenditures is primarily due to the following.

 2017 compared to 2016 2016 compared to 2015
Increase in Adjusted EBITDA$4,702
 $7,171
Increase in capital expenditures(3,356) (3,485)
Increase in cash paid for interest, net(1,215) (1,355)
Changes in working capital, excluding change in accrued interest, net of effects from acquisitions(595) 1,360
(Increase) decrease in merger and restructuring costs158
 (390)
Other, net10
 (3)
 $(296) $3,298

Contractual Obligations

The following table summarizes our payment obligations asrural construction initiative of $1.8 billion during the year ended December 31, 2017 under our long-term debt2022. Other, net for the year ended December 31, 2022 includes the payment of litigation settlements including the payment of a previously recorded litigation settlement with Sprint Communications Company L.P. and certain other contractual obligations and commitments inclusive of parent company obligations and commitments, the expense of which are pushed downT-Mobile USA, Inc. See Note 13 to us (dollars in millions). 

  Payments by Period
  Total Less than 1 year 1-3 years 3-5 years More than 5 years
Long-Term Debt Principal Payments (a)
 $69,003
 $2,207
 $7,164
 $6,864
 $52,768
Long-Term Debt Interest Payments (b)
 44,013
 3,762
 6,850
 6,315
 27,086
Capital and Operating Lease Obligations (c)
 1,512
 286
 434
 297
 495
Programming Minimum Commitments (d)
 164
 103
 61
 —
 —
Other (e)
 13,626
 1,917
 1,870
 1,152
 8,687
  $128,318
 $8,275
 $16,379
 $14,628
 $89,036
38

(a)
The table presents maturities of long-term debt outstanding as of December 31, 2017. Refer to Notes 9 and 18 to our accompanying consolidated financial statements contained in “Part II. Item 8. Financial Statements and Supplementary Data” for a description of our long-term debt and other contractual obligations and commitments.
(b)
Interest payments on variable debt are estimated using amounts outstanding at December 31, 2017 and the average implied forward London Interbank Offering Rate (“LIBOR”) rates applicable for the quarter during the interest rate reset based on the yield curve in effect at December 31, 2017. Actual interest payments will differ based on actual LIBOR rates and actual amounts outstanding for applicable periods.
(c)
We lease certain facilities and equipment under noncancelable capital and operating leases. Capital lease obligations represented $123 million of total capital and operating lease obligations as of December 31, 2017. Leases and rental costs charged to expense for the years ended December 31, 2017, 2016 and 2015, were $321 million, $215 million and $49 million, respectively.
(d)
We pay programming fees under multi-year contracts typically based on a flat fee per customer, which may be fixed for the term, or may in some cases escalate over the term. Programming costs included in the accompanying statement of operations were approximately $10.6 billion, $7.0 billion and $2.7 billion, for the years ended December 31, 2017, 2016 and 2015, respectively. Certain of our programming agreements are based on a flat fee per month or have guaranteed minimum payments. The table sets forth the aggregate guaranteed minimum commitments under our programming contracts.
(e)
“Other” represents other guaranteed minimum commitments, including rights negotiated directly with content owners for distribution on company-owned channels or networks, commitments related to our role as an advertising and distribution sales agent for third party-owned channels or networks, commitments to our customer premise equipment vendors and contractual obligations related to third-party network augmentation.



43



the accompanying consolidated financial statements contained in “Part II. Item 8. Financial Statements and Supplementary Data.”

Financial Information about Guarantors, Issuers of Guaranteed Securities, Affiliates Whose Securities Collateralize a Registrant’s Securities and Consolidated Subsidiaries

Each of CCO Holdings, Charter Operating, Time Warner Cable, LLC and Time Warner Cable Enterprises LLC (collectively, the “Issuers”) and substantially all of Charter Operating’s direct and indirect subsidiaries (the “Obligor Subsidiaries” and together with the Issuers, collectively, the “Obligor Group” and each an “Obligor”) jointly, severally, fully and unconditionally guarantee the outstanding debt securities of the respective Issuers (other than the CCO Holdings unsecured notes) and Charter Operating’s credit facilities on a senior basis (collectively, the “Guaranteed and Secured Debt”). Such guarantees are pari passu in right of payment with all senior indebtedness of the guarantors and senior in right of payment to subordinated obligations of the guarantors. Each guarantee will be limited to the maximum amount that can be guaranteed by the relevant guarantor without rendering the relevant guarantee, as it relates to that guarantor, voidable or otherwise ineffective or limited under applicable law, and enforcement of each guarantee would be subject to certain generally available defenses. The Guaranteed and Secured Debt is structurally subordinated to the creditors (including trade creditors) and preference shareholders (if any) of Charter Operating’s non-guarantor subsidiaries.

The following itemsGuaranteed and Secured Debt and the subsidiary guarantees thereof are not includedalso secured by (i) a lien on substantially all of the assets of Charter Operating and the Obligor Subsidiaries, to the extent such lien can be perfected under the Uniform Commercial Code by the filing of a financing statement, and (ii) a pledge of substantially all of the equity interests of subsidiaries owned by Charter Operating or the Obligor Subsidiaries (the “Pledged Equity Interests”), as well as intercompany obligations owing to it by any of such entities ((i) and (ii) collectively, the “Collateral”). In addition, payments of a mortgage note, currently outstanding for approximately $308 million, incurred by a single-asset special purpose entity to finance construction of the first building of the new Charter headquarters in Stamford, Connecticut are guaranteed by the contractualObligor Group and rank equally with the liens on the Collateral securing the Guaranteed and Secured Debt. No assets of any of Charter Operating’s non-guarantor subsidiaries (including any capital stock owned by any such subsidiary) will constitute Collateral. The subsidiary guarantees are effectively senior to all unsecured debt or debt secured by junior liens of the subsidiary guarantors, in each case to the extent of the value of the collateral securing the guarantee obligations table becauseof the obligations are not fixedsubsidiary guarantors. Upon the occurrence and during the continuance of an event of default under the Guaranteed and Secured Debt, subject to the terms of an intercreditor agreement, the security documents governing the Guaranteed and Secured Debt provide for (among other available remedies) the foreclosure upon and sale of the Collateral by the collateral agent(s) of the respective Guaranteed and Secured Debt and the distribution of the net proceeds of any such sale to the holders and/or determinable duethe lenders of the Guaranteed and Secured Debt on a pro rata basis, subject to various factors discussed below. However, we incur these costs as part of our operations:

any prior liens on the Collateral. We rent utility poles used in our operations. Generally, pole rentals are cancelable on short notice, but we anticipate that such rentals will recur. Rent expense incurred for pole rental attachmentsbelieve there is no separate trading market for the years ended December 31, 2017, 2016Pledged Equity Interests.

Certain Charter Operating subsidiaries that are regulated entities are only designated as guarantor subsidiaries, and 2015 was $167 million, $115 millioncertain related assets (including the capital stock of such regulated entities) are only required to be pledged as Collateral, upon approval by regulators. The guaranteed obligations and $53 million, respectively.
We pay franchise feescollateral of an Obligor Subsidiary (including Pledged Equity Interests) may be released under multi-year franchise agreements based oncertain circumstances permitted under the documentation governing the Guaranteed and Secured Debt, including if an Obligor Subsidiary no longer qualifies as a percentage“Subsidiary” of revenues generated from video service per year. We also pay other franchise related costs, such as public education grants,Charter Operating under multi-year agreements. Franchise fees and other franchise-related costs included in the accompanying statement of operations were $705 million, $534 million and $212 million for the years ended December 31, 2017, 2016 and 2015, respectively.
We have $291 million in letters of credit, of which $137 million is secured undertransactions not prohibited by the Charter Operating credit facility, primarilyagreement.

See Note 8 to our various casualty carriers asthe consolidated financial statements contained in “Part II. Item 8. Financial Statements and Supplementary Data” for further details about the terms, conditions and other factors that may affect payments to holders and the collateral for reimbursementarrangements of workers' compensation, auto liabilitythe Guaranteed and general liability claims.
Secured Debt.
Minimum pension funding requirements have
Because the assets, liabilities and results of operations of the combined Obligor Group are not beenmaterially different than corresponding amounts presented in the table above as such amounts have not been determined beyond 2017. We made no cash contributions to the qualified pension plans in 2017; however, we are permitted to make discretionary cash contributions to the qualified pension plans in 2018. For the nonqualified pension plan, we contributed $18 million during 2017 and will continue to make contributions in 2018 to the extent benefits are paid.

See "Part I. Item 1. Business — Transaction-Related Commitments" for a listingconsolidated financial statements of commitments as a resultCCO Holdings, summarized financial information of the Transactions.Obligor Group have been omitted pursuant to SEC Regulation S-X Rule 13-01, Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered and S-X Rule 13-02, Affiliates Whose Securities Collateralize Securities Registered Or Being Registered.


Historical Operating, Investing, and Financing Activities


Cash and Cash Equivalents. We held $330$392 million and $1.3 billion$321 million in cash and cash equivalents as of December 31, 20172022 and 2016,2021, respectively.



39

Operating Activities.Net cash provided by operating activities increased $2.8 billiondecreased $29 million during the year ended December 31, 20172022 compared to the year ended December 31, 2016,2021, primarily due to higher cash paid for interest and the payment of litigation settlements offset by an increase in Adjusted EBITDA of $4.7 billion offset by an increase in cash paid for interest, net of $1.2 billion as a result of the Transactions and long-term debt issued for general corporate purposes including distributions to our parent companies for stock buybacks as well as changes in operating assets and liabilities, excluding the change in accrued interest, that provided $595 million less cash during the year ended December 31, 2017.$975 million.


Net cash provided by operating activities increased $6.2 billion during the year ended December 31, 2016 compared to the year ended December 31, 2015, primarily due to an increase in Adjusted EBITDA of $7.2 billion offset by an increase in cash paid for interest, net of $1.4 billion primarily as a result of the Transactions.

Investing Activities.Net cash used in investing activities for the years ended December 31, 20172022 and 20162021 was $8.0$9.1 billion and $4.8$7.5 billion, respectively, and net cash provided by investing activities for the year ended December 31, 2015 was $1.7 billion.respectively. The increase in cash used during 2017 as compared to 2016 was primarily due to increases in capital expenditures as a result of the Transactions. The increase in cash used during 2016 as compared to 2015 was primarily due to the repayment in 2015 of $3.5 billion of net proceeds held in escrow upon the termination of the proposed transactions with Comcast Corporation as well as an increase in capital expenditures.expenditures, offset by changes in accrued expenses related to capital expenditures that increased by $473 million.


Financing Activities.Net cash used in financing activities fordecreased $2.1 billion during the yearsyear ended December 31, 2017, 2016 and 2015 was $4.6 billion, $2.7 billion and $4.2 billion, respectively. The increases in cash used during2022 compared to the years wasyear ended December 31, 2021 primarily due to increasesa decrease in distributions to parent companies offset by increasesa decrease in the amount by which borrowings of long-term debt exceedingexceeded repayments.


Capital Expenditures


We have significant ongoing capital expenditure requirements.  Capital expenditures were $8.7 billion, $5.3$9.4 billion and $1.8$7.6 billion for the years ended December 31, 2017, 20162022 and 2015,2021, respectively. The increase was driven byprimarily due to an increase in line extensions and customer premise equipment. The increase in line extensions was primarily due to the Transactions. On a pro forma basis, assuming the Transactions occurred as of January 1, 2015, the increase during 2017 as compared to 2016 was driven by higher CPE purchases for SPP, our all-digital initiative and early inventory purchases to operationally stage 2018 activity, higher support capital investments and line extensions.rural construction initiative. See the table below for more details.


We currently expect full year 2023 capital expenditures, excluding line extensions, to be between $6.5 billion and $6.8 billion. We expect 2023 line extensions capital expenditures to approximate $4 billion. The actual amount of our capital expenditures in 20182023 will depend on a number of factors including, but not limited to, the pace of our all-digital transition in the Legacy TWCnetwork evolution and Legacy Bright House markets, further spend related to product developmentrural construction initiatives, supply chain timing and growth rates of bothin our residential and commercial businesses.



44



Our capital expenditures are funded primarily from cash flows from operating activities and borrowings on our credit facility. In addition, our accrued liabilities related to capital expenditures increased by $820 million, $603$553 million and $28$80 million for the years ended December 31, 2017, 20162022 and 2015,2021, respectively.


The following tables present our major capital expenditures categories on an actual and pro forma basis, assuming the Transactions occurred as of January 1, 2015, in accordance with National Cable and Telecommunications Association (“NCTA”) disclosure guidelines for the years ended December 31, 2017, 20162022 and 2015. The disclosure is intended to provide more consistency in the reporting of capital expenditures among peer companies in the cable industry.2021. These disclosure guidelines are not required disclosures under GAAP, nor do they impact our accounting for capital expenditures under GAAP (dollars in millions):


Year ended December 31,
20222021
Customer premise equipment (a)
$2,209 $1,967 
Scalable infrastructure (b)
1,791 1,677 
Line extensions (c)
2,990 1,642 
Upgrade/rebuild (d)
845 706 
Support capital (e)
1,541 1,616 
Total capital expenditures$9,376 $7,608 
Capital expenditures included in total related to:
Capital expenditures, excluding line extensions$6,386 $5,966 
Line extensions (c)
2,990 1,642 
Total capital expenditures$9,376 $7,608 
Of which: Commercial services$1,511 $1,445 
Of which: Mobile$376 $482 
Of which: Rural construction initiative (f)
$1,791 $— 

(a)Customer premise equipment includes costs incurred at the customer residence to secure new customers and revenue generating units, including customer installation costs and customer premise equipment (e.g., digital receivers and cable modems).

 Year ended December 31,
 2017 2016 2015
 Actual
Customer premise equipment (a)
$3,385
 $1,864
 $582
Scalable infrastructure (b)
2,007
 1,390
 523
Line extensions (c)
1,176
 721
 194
Upgrade/rebuild (d)
572
 456
 128
Support capital (e)
1,541
 894
 413
Total capital expenditures$8,681
 $5,325
 $1,840
      
Capital expenditures included in total related to:     
Commercial services$1,298
 $824
 $260
Transition (f)
$489
 $460
 $115
40

 Year ended December 31,
 2016 2015
 Pro Forma
Customer premise equipment (a)
$2,761
 $2,650
Scalable infrastructure (b)
2,009
 1,702
Line extensions (c)
1,005
 977
Upgrade/rebuild (d)
610
 594
Support capital (e)
1,160
 1,046
Total capital expenditures$7,545
 $6,969

(a)
Customer premise equipment includes costs incurred at the customer residence to secure new customers and revenue generating units. It also includes customer installation costs and customer premise equipment (e.g., set-top boxes and cable modems).
(b)
Scalable infrastructure includes costs not related to customer premise equipment, to secure growth of new customers and revenue generating units, or provide service enhancements (e.g., headend equipment).
(c)
Line extensions include network costs associated with entering new service areas (e.g., fiber/coaxial cable, amplifiers, electronic equipment, make-ready and design engineering).
(d)
Upgrade/rebuild includes costs to modify or replace existing fiber/coaxial cable networks, including betterments.
(e)
Support capital includes costs associated with the replacement or enhancement of non-network assets due to technological and physical obsolescence (e.g., non-network equipment, land, buildings and vehicles).
(f)
Transition represents incremental costs incurred to integrate the Legacy TWC and Legacy Bright House operations and to bring the three companies’ systems and processes into a uniform operating structure.



45



(b)Scalable infrastructure includes costs not related to customer premise equipment, to secure growth of new customers and revenue generating units, or provide service enhancements (e.g., headend equipment).
(c)Line extensions include network costs associated with entering new service areas (e.g., fiber/coaxial cable, amplifiers, electronic equipment, make-ready and design engineering).
(d)Upgrade/rebuild includes costs to modify or replace existing fiber/coaxial cable networks, including betterments.
(e)Support capital includes costs associated with the replacement or enhancement of non-network assets due to technological and physical obsolescence (e.g., non-network equipment, land, buildings and vehicles).
(f)The rural construction initiative subcategory includes expenditures associated with our Rural Construction Initiative (for which separate reporting was initiated in 2022), excluding customer premise equipment and installation.

Debt


As of December 31, 2017,2022, the accreted value of our total debt was approximately $70.2$97.6 billion, as summarized below (dollars in millions):

 December 31, 2017    
 Principal Amount 
Accreted Value (a)
 Interest Payment Dates 
Maturity Date (b)
CCO Holdings, LLC:       
5.250% senior notes due 2021$500
 $497
 3/15 & 9/15 3/15/2021
5.250% senior notes due 20221,250
 1,235
 3/30 & 9/30 9/30/2022
5.125% senior notes due 20231,000
 993
 2/15 & 8/15 2/15/2023
4.000% senior notes due 2023500
 495
 3/1 & 9/1 3/1/2023
5.125% senior notes due 20231,150
 1,143
 5/1 & 11/1 5/1/2023
5.750% senior notes due 2023500
 496
 3/1 & 9/1 9/1/2023
5.750% senior notes due 20241,000
 992
 1/15 & 7/15 1/15/2024
5.875% senior notes due 20241,700
 1,687
 4/1 & 10/1 4/1/2024
5.375% senior notes due 2025750
 745
 5/1 & 11/1 5/1/2025
5.750% senior notes due 20262,500
 2,464
 2/15 & 8/15 2/15/2026
5.500% senior notes due 20261,500
 1,489
 5/1 & 11/1 5/1/2026
5.875% senior notes due 2027800
 794
 5/1 & 11/1 5/1/2027
5.125% senior notes due 20273,250
 3,216
 5/1 & 11/1 5/1/2027
5.000% senior notes due 20282,500
 2,462
 2/1 & 8/1 2/1/2028
Charter Communications Operating, LLC:       
3.579% senior notes due 20202,000
 1,988
 1/23 & 7/23 7/23/2020
4.464% senior notes due 20223,000
 2,977
 1/23 & 7/23 7/23/2022
4.908% senior notes due 20254,500
 4,462
 1/23 & 7/23 7/23/2025
3.750% senior notes due 20281,000
 985
 2/15 & 8/15 2/15/2028
4.200% senior notes due 20281,250
 1,238
 3/15 & 9/15 3/15/2028
6.384% senior notes due 20352,000
 1,981
 4/23 & 10/23 10/23/2035
6.484% senior notes due 20453,500
 3,466
 4/23 & 10/23 10/23/2045
5.375% senior notes due 20472,500
 2,506
 5/1 & 11/1 5/1/2047
6.834% senior notes due 2055500
 495
 4/23 & 10/23 10/23/2055
Credit facilities9,479
 9,387
   Varies
Time Warner Cable, LLC:       
6.750% senior notes due 20182,000
 2,045
 1/1 & 7/1 7/1/2018
8.750% senior notes due 20191,250
 1,337
 2/14 & 8/14 2/14/2019
8.250% senior notes due 20192,000
 2,148
 4/1 & 10/1 4/1/2019
5.000% senior notes due 20201,500
 1,579
 2/1 & 8/1 2/1/2020
4.125% senior notes due 2021700
 730
 2/15 & 8/15 2/15/2021
4.000% senior notes due 20211,000
 1,045
 3/1 & 9/1 9/1/2021
5.750% sterling senior notes due 2031 (c)
845
 912
 6/2 6/2/2031
6.550% senior debentures due 20371,500
 1,686
 5/1 & 11/1 5/1/2037
7.300% senior debentures due 20381,500
 1,788
 1/1 & 7/1 7/1/2038
6.750% senior debentures due 20391,500
 1,724
 6/15 & 12/15 6/15/2039
5.875% senior debentures due 20401,200
 1,258
 5/15 & 11/15 11/15/2040
5.500% senior debentures due 20411,250
 1,258
 3/1 & 9/1 9/1/2041
5.250% sterling senior notes due 2042 (d)
879
 847
 7/15 7/15/2042
4.500% senior debentures due 20421,250
 1,137
 3/15 & 9/15 9/15/2042
Time Warner Cable Enterprises LLC:       
8.375% senior debentures due 20231,000
 1,232
 3/15 & 9/15 3/15/2023
8.375% senior debentures due 20331,000
 1,312
 7/15 & 1/15 7/15/2033
 $69,003
 $70,231
    


December 31, 2022
Principal Amount
Accreted Value (a)
Interest Payment Dates
Maturity Date (b)
CCO Holdings, LLC:
4.000% senior notes due 2023$500 $500 3/1 & 9/13/1/2023
5.500% senior notes due 2026750 748 5/1 & 11/15/1/2026
5.125% senior notes due 20273,250 3,232 5/1 & 11/15/1/2027
5.000% senior notes due 20282,500 2,479 2/1 & 8/12/1/2028
5.375% senior notes due 20291,500 1,501 6/1 & 12/16/1/2029
6.375% senior notes due 20291,500 1,487 3/1 & 9/19/1/2029
4.750% senior notes due 20303,050 3,043 3/1 & 9/13/1/2030
4.500% senior notes due 20302,750 2,750 2/15 & 8/158/15/2030
4.250% senior notes due 20313,000 3,001 2/1 & 8/12/1/2031
4.750% senior notes due 20321,200 1,189 2/1 & 8/12/1/2032
4.500% senior notes due 20322,900 2,924 5/1 & 11/15/1/2032
4.500% senior notes due 20331,750 1,730 6/1 & 12/16/1/2033
4.250% senior notes due 20342,000 1,983 1/15 & 7/151/15/2034
Charter Communications Operating, LLC:
Senior floating rate notes due 2024900 901 2/1, 5/1, 8/1 & 11/12/1/2024
4.500% senior notes due 20241,100 1,098 2/1 & 8/12/1/2024
4.908% senior notes due 20254,500 4,486 1/23 & 7/237/23/2025
3.750% senior notes due 20281,000 992 2/15 & 8/152/15/2028
4.200% senior notes due 20281,250 1,244 3/15 & 9/153/15/2028
2.250% senior notes due 20291,250 1,241 1/15 & 7/151/15/2029
5.050% senior notes due 20291,250 1,243 3/30 & 9/303/30/2029
2.800% senior notes due 20311,600 1,586 4/1 & 10/14/1/2031
2.300% senior notes due 20321,000 993 2/1 & 8/12/1/2032
4.400% senior notes due 20331,000 990 4/1 & 10/14/1/2033
6.384% senior notes due 20352,000 1,985 4/23 & 10/2310/23/2035
5.375% senior notes due 2038800 787 4/1 & 10/14/1/2038
3.500% senior notes due 20411,500 1,483 6/1 & 12/16/1/2041
3.500% senior notes due 20421,350 1,332 3/1 & 9/13/1/2042
6.484% senior notes due 20453,500 3,469 4/23 & 10/2310/23/2045
5.375% senior notes due 20472,500 2,506 5/1 & 11/15/1/2047
5.750% senior notes due 20482,450 2,393 4/1 & 10/14/1/2048
5.125% senior notes due 20491,250 1,240 1/1 & 7/17/1/2049
4.800% senior notes due 20502,800 2,797 3/1 & 9/13/1/2050
3.700% senior notes due 20512,050 2,031 4/1 & 10/14/1/2051
3.900% senior notes due 20522,400 2,323 6/1 & 12/16/1/2052
5.250% senior notes due 20531,500 1,479 4/1 & 10/14/1/2053


4641



6.834% senior notes due 2055500 495 4/23 & 10/2310/23/2055
3.850% senior notes due 20611,850 1,810 4/1 & 10/14/1/2061
4.400% senior notes due 20611,400 1,389 6/1 & 12/112/1/2061
3.950% senior notes due 20621,400 1,379 6/30 & 12/306/30/2062
5.500% senior notes due 20631,000 986 4/1 & 10/14/1/2063
Credit facilities13,877 13,823 Varies
Time Warner Cable, LLC:
5.750% sterling senior notes due 2031 (c)
755 797 6/26/2/2031
6.550% senior debentures due 20371,500 1,655 5/1 & 11/15/1/2037
7.300% senior debentures due 20381,500 1,745 1/1 & 7/17/1/2038
6.750% senior debentures due 20391,500 1,693 6/15 & 12/156/15/2039
5.875% senior debentures due 20401,200 1,250 5/15 & 11/1511/15/2040
5.500% senior debentures due 20411,250 1,257 3/1 & 9/19/1/2041
5.250% sterling senior notes due 2042 (d)
786 760 7/157/15/2042
4.500% senior debentures due 20421,250 1,150 3/15 & 9/159/15/2042
Time Warner Cable Enterprises LLC:
8.375% senior debentures due 20231,000 1,010 3/15 & 9/153/15/2023
8.375% senior debentures due 20331,000 1,238 7/15 & 1/157/15/2033
$97,368 $97,603 
(a)
The accreted values presented in the table above represent the principal amount of the debt less the original issue discount at the time of sale, deferred financing costs, and, in regards to the Legacy TWC debt assumed, fair value premium adjustments as a result of applying acquisition accounting plus the accretion of those amounts to the balance sheet date. However, the amount that is currently payable if the debt becomes immediately due is equal to the principal amount of the debt. In regards to the Sterling Notes, the principal amount of the debt and any premium or discount is remeasured into US dollars as of each balance sheet date. We have availability under our credit facilities of approximately $3.6 billion as of December 31, 2017.
(b)
In general, the obligors have the right to redeem all of the notes set forth in the above table in whole or in part at their option, beginning at various times prior to their stated maturity dates, subject to certain conditions, upon the payment of the outstanding principal amount (plus a specified redemption premium) and all accrued and unpaid interest.
(c)
Principal amount includes £625 million valued at $845 million as of December 31, 2017 using the exchange rate as of December 31, 2017.
(d)
Principal amount includes £650 million valued at $879 million as of December 31, 2017 using the exchange rate as of December 31, 2017.


(a)The accreted values presented in the table above represent the principal amount of the debt adjusted for original issue discount or premium at the time of sale, deferred financing costs, and, in regards to debt assumed in acquisitions, fair value premium adjustments as a result of applying acquisition accounting plus the accretion of those amounts to the balance sheet date. However, the amount that is currently payable if the debt becomes immediately due is equal to the principal amount of the debt. In regards to the Sterling Notes, the principal amount of the debt and any premium or discount is remeasured into US dollars as of each balance sheet date. We have availability under our credit facilities of approximately $4.0 billion as of December 31, 2022.
(b)In general, the obligors have the right to redeem all of the notes set forth in the above table in whole or in part at their option, beginning at various times prior to their stated maturity dates, subject to certain conditions, upon the payment of the outstanding principal amount (plus a specified redemption premium) and all accrued and unpaid interest.
(c)Principal amount includes £625 million valued at $755 million as of December 31, 2022 using the exchange rate as of December 31, 2022.
(d)Principal amount includes £650 million valued at $786 million as of December 31, 2022 using the exchange rate as of December 31, 2022.

In 2022, Charter Operating entered into an amendment to its credit agreement. Also in 2022, CCO Holdings and CCO Holdings Capital Corp. jointly issued $2.7 billion aggregate principal amount of senior unsecured notes and Charter Operating and Charter Communications Operating Capital Corp. jointly issued $3.5 billion aggregate principal amount of senior secured notes. The notes were issued at varying rates, prices and maturity dates and the net proceeds were used to pay related fees and expenses and for general corporate purposes, including funding buybacks of Charter Class A common stock and Charter Holdings common units as well as repaying certain indebtedness.

See Note 98 to the accompanying consolidated financial statements contained in “Part II. Item 8. Financial Statements and Supplementary Data” for further details regarding our outstanding debt and other financing arrangements, including certain information about maturities, covenants and restrictions related to such debt and financing arrangements. The agreements and instruments governing our debt and financing arrangements are complicated and you should consult such agreements and instruments which are filed with the SEC for more detailed information.


At December 31, 2017,2022, Charter Operating had a consolidated leverage ratio of approximately 3.0 to 1.0 and a consolidated first lien leverage ratio of 2.93.0 to 1.0. Both ratios are in compliance with the ratios required by the Charter Operating credit facilities of 5.0 to 1.0 consolidated leverage ratio and 4.0 to 1.0 consolidated first lien leverage ratio. A failure by Charter Operating to maintain the financial covenants would result in an event of default under the Charter Operating credit facilities and the debt of CCO Holdings. See “Part I. Item 1A. Risk Factors — The agreements and instruments governing our debt contain restrictions and limitations that could significantly affect our ability to operate our business, as well as significantly affect our liquidity.”



42

Recently Issued Accounting Standards


See Note 20 to the accompanying consolidated financial statements contained in “Part II. Item 8. Financial Statements and Supplementary Data” for a discussion of recently issued accounting standards.


Item 7A.Quantitative and Qualitative Disclosures About Market Risk.


We useCross-currency derivative instruments are used to manage interest rate risk on variable debt and foreign exchange risk on the Sterling Notes and do not hold or issue derivative instruments for speculative trading purposes.

Cross-currency derivative instruments are used toby effectively convertconverting £1.275 billion aggregate principal amount of fixed-rate British pound sterling denominated debt, including annual interest payments and the payment of principal at maturity, to fixed-rate U.S. dollar denominated debt. The cross-currency derivative instruments have maturities of June 2031 and July 2042. We are required to post collateral on the cross-currency derivative instruments when such instruments are in a liability position. In May 2016, we entered into a collateral holiday agreement for 80% of both the 2031 and 2042 cross-currency swaps, which eliminates the requirement to post collateral for three years. The fair value of our cross-currency derivatives included in other long-term liabilities on our consolidated balance sheets was $25$570 million and $251$290 million as of December 31, 20172022 and 2016,2021, respectively. For more information, see Note 1110 to the accompanying consolidated financial statements contained in “Part II. Item 8. Financial Statements and Supplementary Data.”

As of December 31, 20172022 and 2016,2021, the weighted average interest rate on the credit facility debt was approximately 3.4%5.9% and 2.9%1.6%, respectively, and the weighted average interest rate on the senior notes was approximately 5.7%5.0% and 5.9%4.9%, respectively, resulting in a blended weighted average interest rate of 5.4%5.1% and 5.4%4.5%, respectively.  The interest rate on approximately 86%85% and 87% of the total principal amount of our debt was effectively fixed including the effects of our interest rate swap agreements, as of December 31, 2017 and 2016, respectively. All of our interest rate derivatives were expired as of December 31, 2017.2022 and 2021, respectively.



47



The table set forth below summarizes the fair values and contract terms of financial instruments subject to interest rate risk maintained by us as of December 31, 20172022 (dollars in millions):


20232024202520262027ThereafterTotalFair Value
Debt:
Fixed Rate$1,500 $1,100 $4,500 $750 $3,250 $71,491 $82,591 $68,427 
Average Interest Rate6.92 %4.50 %4.91 %5.50 %5.13 %4.92 %4.96 %
Variable Rate$390 $1,290 $2,661 $366 $9,707 $363 $14,777 $14,371 
Average Interest Rate6.15 %5.57 %4.99 %4.50 %4.68 %4.73 %4.85 %
  2018 2019 2020 2021 2022 Thereafter Total Fair Value
Debt:                
Fixed Rate $2,000
 $3,250
 $3,500
 $2,200
 $4,250
 $44,324
 $59,524
 $63,443
Average Interest Rate 6.75% 8.44% 4.19% 4.32% 4.70% 5.70% 5.67%  
                 
Variable Rate $207
 $207
 $207
 $207
 $207
 $8,444
 $9,479
 $9,440
Average Interest Rate 3.60% 3.90% 3.98% 4.01% 4.05% 4.39% 4.34%  


Interest rates on variable-rate debt are estimated using the average implied forward LIBOR or SOFR for the year of maturity based on the yield curve in effect at December 31, 20172022 including applicable bank spread.


Item 8. Financial Statements and Supplementary Data.


Our consolidated financial statements, the related notes thereto, and the reports of independent accountants are included in this annual report beginning on page F-1.


Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.


None.


Item 9A. Controls and Procedures.


Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures


As of the end of the period covered by this report, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of the design and operation of disclosure controls and procedures with respect to the information generated for use in this annual report. The evaluation was based upon reports and certifications provided by a number of executives. Based on, and as of the date of that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective to provide reasonable assurances that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.


In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the

43

desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based upon the above evaluation, we believe that our controls provide such reasonable assurances.


During the quarter ended December 31, 2017,2022, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


Management’s Report on Internal Control Over Financial Reporting


Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) for the Company. Our internal control system was designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements.


Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2017.2022. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control — Integrated Framework (2013). Based on management’s assessment utilizing these criteria we believe that, as of December 31, 2017,2022, our internal control over financial reporting was effective.




48


Item 9B. Other Information.


None.On January 26, 2023, Charter entered into an employment agreement (the “Fischer Employment Agreement”) with Jessica Fischer, our Chief Financial Officer.



The Fischer Employment Agreement, which is effective as of February 5, 2023, has a term ending February 5, 2025 (or upon an earlier termination of employment) and provides that Ms. Fischer will continue to serve as Chief Financial Officer. The Fischer Employment Agreement provides that Ms. Fischer will receive an annual base salary of at least $800,000 and a target annual cash bonus opportunity of 150% of her annual base salary.



Ms. Fischer will also continue to participate in our employee benefit plans and receive perquisites as generally provided to our other senior executives. In addition, consistent with Ms. Fischer’s prior employment agreement, we will continue to reimburse Ms. Fischer for all reasonable and necessary expenses incurred in connection with the performance of her duties.


If the employment of Ms. Fischer is terminated involuntarily by us without cause or by her for good reason, she would be entitled to (a) a cash severance payment equal to two times the sum of her annual base salary and target annual bonus opportunity for the year in which the termination occurs, (b) a cash payment equal to the cost of COBRA coverage for 24 months, and (c) outplacement services for up to 12 months.

The termination benefits described above are subject to Ms. Fischer’s execution of a release of claims in favor of Charter and its affiliates. In addition, Ms. Fischer has agreed to comply with covenants concerning non-disclosure of confidential information, assignment of intellectual property and non-disparagement of Charter and, for two years following termination, covenants concerning non-competition and non-solicitation of customers of Charter and its affiliates and, for one year following termination, covenants concerning non-solicitation of employees of Charter and its affiliates.

A copy of the Fischer Employment Agreement is filed herewith as Exhibit 10.71(b), and is incorporated herein by reference. The foregoing description of the Fischer Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of that document.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.


4944



PART III


Item 14. Principal AccountingAccountant Fees and Services.
 
Principal Accounting Firm


KPMG acted as Charter and its subsidiaries' independent registered public accounting firm since 2002, and, subject to ratification by stockholders at Charter's annual meeting, KPMG is expected to serve as our independent registered public accounting firm for 2018.2023.


Services of Independent Registered Public Accounting Firm


Charter's Audit Committee has adopted policies and procedures requiring the pre-approval of non-audit services that may be provided by our independent registered public accounting firm. We have also complied and will continue to comply with the provisions of the Sarbanes-Oxley Act of 2002 and the related SEC rules pertaining to auditor independence and audit committee pre-approval of audit and non-audit services.


Audit Fees


During each of the years ended December 31, 20172022 and 2016,2021, we incurred fees and related expenses for professional services rendered by KPMG for the audits of Charter and its subsidiaries’ financial statements (including CCO Holdings), for the review of Charter and its subsidiaries’ interim financial statements (including CCO Holdings), registration statement filings and offering memoranda filings totaling approximately $9 million and $12 million, respectively.$8 million.


Audit-Related Fees


Charter incurredNo audit-related fees to KPMG of approximately $0.2 million and $1 millionwere incurred during the years ended December 31, 20172022 and 2016, respectively. These services were primarily related to accounting and reporting consultation and services related to the Transactions.2021.


Tax Fees


Charter incurred tax fees to KPMG of approximately $2$1 million and $3 million during each of the years ended December 31, 20172022 and 2016, respectively.2021.


All Other Fees


None.


Charter's Audit Committee appoints, retains, compensates and oversees the independent registered public accounting firm (subject, if applicable, to board of director and/or stockholder ratification), and approves in advance all fees and terms for the audit engagement and non-audit engagements where non-audit services are not prohibited by Section 10A of the Securities Exchange Act of 1934, as amended, with respect to independent registered public accounting firms. Pre-approvals of non-audit services are sometimes delegated to a single member of Charter's Audit Committee. However, any pre-approvals made by Charter's Audit Committee’s designee are presented at Charter's Audit Committee’s next regularly scheduled meeting. Charter's Audit Committee has an obligation to consult with management on these matters. Charter's Audit Committee approved 100% of the KPMG fees for the years ended December 31, 20172022 and 2016.2021. Each year, including 2017,2022, with respect to the proposed audit engagement, Charter's Audit Committee reviews the proposed risk assessment process in establishing the scope of examination and the reports to be rendered.


In its capacity as a committee of the board, Charter's Audit Committee oversees the work of the independent registered public accounting firm (including resolution of disagreements between management and the public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services. The independent registered public accounting firm reports directly to Charter's Audit Committee. In performing its functions, Charter's Audit Committee undertakes those tasks and responsibilities that, in its judgment, most effectively contribute to and implement the purposes of Charter's Audit Committee charter. For more detail of Charter's Audit Committee’s authority and responsibilities, see Charter's Audit Committee charter on Charter's website, www.charter.com.ir.charter.com.






5045



PART IV


Item 15. Exhibits and Financial Statement Schedules.


(a)The following documents are filed as part of this annual report:

(a)    The following documents are filed as part of this annual report:
(1)Financial Statements.


(1)    Financial Statements.

A listing of the financial statements, notes and reports of independent public accountants required by "Part II. Item 8. Financial Statements and Supplementary Data" begins on page F-1 of this annual report.


(2)Financial Statement Schedules.

(2)    Financial Statement Schedules.

No financial statement schedules are required to be filed by Items 8 and 15(c) because they are not required or are not applicable, or the required information is set forth in the applicable financial statements or notes thereto.

(3)The index to the exhibits begins on page E-1 of this annual report.



(3)    The index to the exhibits begins on page E-1 of this annual report.

Item 16. Form 10-K Summary.

None.


5146



SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, CCO Holdings, LLC and CCO Holdings Capital Corp. have duly caused this annual report to be signed on their behalf by the undersigned, thereunto duly authorized.


CCO HOLDINGS, LLC
Registrant
By:By:/s/ Kevin D. Howard
Kevin D. Howard
Date: January 27, 2023SeniorExecutive Vice President, – Finance, Controller and
Date: February 13, 2018Chief Accounting Officer and Controller
CCO HOLDINGS CAPITAL CORP.
Registrant
By:By:/s/ Kevin D. Howard
Kevin D. Howard
Date: January 27, 2023SeniorExecutive Vice President, – Finance, Controller and
Date: February 13, 2018Chief Accounting Officer and Controller


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of CCO Holdings, LLC and CCO Holdings Capital Corp. and in the capacities and on the dates indicated.


SignatureTitleDate
/s/ Christopher L. WinfreyPresident and Chief Executive OfficerJanuary 27, 2023
Christopher L. Winfrey(Principal Executive Officer)
SignatureTitleDate
/s/ ThomasJessica M. Rutledge     
Thomas M. Rutledge
Fischer		Chairman, Chief Executive Officer, Director
(Principal Executive Officer)		February 13, 2018
/s/ Christopher L. Winfrey     
Christopher L. Winfrey
Chief Financial Officer (Principal Financial Officer)February 13, 2018January 27, 2023
Jessica M. Fischer
/s/ Kevin D. Howard
Executive Vice President, Chief Accounting OfficerJanuary 27, 2023
Kevin D. HowardSenior Vice President – Finance,and Controller and Chief Accounting Officer (Principal Accounting Officer)February 13, 2018



CHARTER COMMUNICATIONS, INC., in its sole capacity as
manager of CCO Holdings, LLC
By:By:/s/ Kevin D. Howard
Kevin D. Howard
Date: January 27, 2023SeniorExecutive Vice President, – Finance, Controller and
Date: February 13, 2018Chief Accounting Officer and Controller

S-1








S- 1




Exhibit Index


Exhibits are listed by numbers corresponding to the Exhibit Table of Item 601 in Regulation S-K.
ExhibitDescription
Exhibit2.1Description
2.1
Agreement and Plan of Mergers, dated as of May 23, 2015, among Time Warner Cable Inc., Charter Communications, Inc., CCH I, LLC, Nina Corporation I, Inc., Nina Company II, LLC and Nina Company III, LLC (incorporated by reference to Exhibit 2.1 to the current reportCurrent Report on Form 8-K filed by Charter Communications, Inc. on May 29, 2015 (File No. 001-33664)).
2.2
Contribution Agreement, dated March 31, 2015, by and among Advance/Newhouse Partnership, A/NPC Holdings LLC, Charter Communications, Inc., CCH I, LLC, and Charter Communications Holding Company, LLC (incorporated by reference to Exhibit 2.1 to the current reportCurrent Report on Form 8-K filed by Charter Communications, Inc. on April 1, 2015 (File No. 001-33664)).
3.1
Certificate of Formation of CCO Holdings, LLC, as amended (incorporated herein by reference to Exhibit 3.5 to CCO Holdings, LLC’s Registration Statement on Form S-4 filed with the SEC on October 7, 2016 (File No. 333-214024)).
3.2
Second Amended and Restated Limited Liability Company Agreement of CCO Holdings, LLC (incorporated herein by reference to Exhibit 3.6 to CCO Holdings, LLC’s Registration Statement on Form S-4 filed with the SEC on October 7, 2016 (File No. 333-214024)).
3.3
Amended and Restated Certificate of Incorporation of CCO Holdings Capital Corp. (incorporated by reference to Exhibit 3.13.3 to the registration statementannual report on Form S-410-K of CCO Holdings, LLC and CCO Holdings Capital CorporationCorp. filed on February 6, 2004March 30, 2010 (File No. 333-112593)).
3.23.4
By-laws of CCO Holdings Capital Corp. (incorporated by reference to Exhibit 3.6 to the registration statement on Form S-4 of CCO Holdings, LLC and CCO Holdings Capital Corporation filed on February 6, 2004 (File No. 333-112593))
3.34.1(a)
Amended and Restated Limited Liability Company Agreement of CCO Holdings, LLC (incorporated by reference to Exhibit 3.3 to the quarterly report on Form 10-Q of CCO Holdings, LLC and CCO Holdings Capital Corporation filed on August 15, 2016 (File No. 001-37789)).
4.1(a)
Amended and Restated Stockholders Agreement, dated March 31, 2015, by and among Charter Communications, Inc., Liberty Broadband Corporation and Advance/Newhouse Partnership (incorporated by reference to Exhibit 4.1 to the current reportCurrent Report on Form 8-K filed by Charter Communications, Inc. on April 1, 2015 (File No. 001-33664)).
4.1(b)
Second Amended and Restated Stockholders Agreement, dated May 23, 2015, by and among Charter Communications, Inc., CCH I, LLC, Liberty Broadband Corporation and Advance/Newhouse Partnership (incorporated by reference to Annex C to the registration statement on Form S-4 filed by CCH I, LLC on June 26, 2015 (File No. 333-205240)).
10.1
Indenture dated as of May 10, 2011, by and among CCO Holdings, LLC, and CCO Holdings Capital Corp., as Issuers, Charter Communications, Inc., as Parent Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the current report on Form 8-K of Charter Communications, Inc. filed on May 16, 2011 (File No. 001-33664)).
10.2
Third Supplemental Indenture dated as of January 26, 2012 by and among CCO Holdings, LLC, and CCO Holdings Capital Corp., as Issuers, Charter Communications, Inc., as Parent Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.2 to the current report on Form 8-K of Charter Communications, Inc. filed on February 1, 2012 (File No. 001-33664))
10.3
Fourth Supplemental Indenture dated August 22, 2012 relating to the 5.25% Senior Notes due 2022 by and among CCO Holdings, LLC, CCO Holdings Capital Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 10.1 to the quarterly report on Form 10-Q of Charter Communications, Inc. filed on November 6, 2012 (File No. 001-33664)).
10.4
Fifth Supplemental Indenture dated December 17, 2012 relating to the 5.125% Senior Notes due 2023 by and among CCO Holdings, LLC, CCO Holdings Capital Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 10.9 to the annual report on Form 10-K of Charter Communications, Inc. filed February 22, 2013 (File No. 001-33664)).
10.5
Sixth Supplemental Indenture relating to the 5.25% senior notes due 2021, dated as of March 14, 2013, by and among CCO Holdings, LLC, and CCO Holdings Capital Corp., as Issuers, Charter Communications, Inc., as Parent Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K of Charter Communications, Inc. filed March 15, 2013 (File No. 001-33664)).
10.6
Seventh Supplemental Indenture relating to the 5.75% senior notes due 2023, dated as of March 14, 2013, by and among CCO Holdings, LLC, and CCO Holdings Capital Corp., as Issuers, Charter Communications, Inc., as Parent Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 10.2 to the current report on Form 8-K of Charter Communications, Inc. filed March 15, 2013 (File No. 001-33664)).
10.7
Eighth Supplemental Indenture relating to the 5.75% senior notes due 2024, dated as of May 3, 2013, by and among CCO Holdings, LLC and CCO Holdings Capital Corp., as Issuers, Charter Communications, Inc., as Parent Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 10.7 to the quarterly report on Form 10-Q of Charter Communications, Inc. filed on May 7, 2013 (File No. 001-33664)).

E- 1



10.8
Indenture dated as of November 5, 2014, by and among CCO Holdings, LLC, CCO Holdings Capital Corp. and CCOH Safari, LLC, as Issuers, Charter Communications, Inc., as Parent Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the current report on Form 8-K of Charter Communications, Inc. filed on November 10, 2014 (File No. 001-33664)).
10.9
Third Supplemental Indenture, dated as of April 21, 2015, among CCO Holdings, LLC, CCO Holdings Capital Corp., Charter Communications, Inc., as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the current reportCurrent Report on Form 8-K filed by Charter Communications, Inc. on April 22, 2015November 10, 2014 (File No. 001-33664)).
10.104.3
Fourth Supplemental Indenture, dated as of April 21, 2015, among CCO Holdings, LLC, CCO Holdings Capital Corp., Charter Communications, Inc., as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the current report on Form 8-K filed by Charter Communications, Inc. on April 22, 2015 (File No. 001-33664)).
10.11
Fifth Supplemental Indenture, dated as of April 21, 2015, among CCO Holdings, LLC, CCO Holdings Capital Corp., Charter Communications, Inc., as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.3 to the current report on Form 8-K filed by Charter Communications, Inc. on April 22, 2015 (File No. 001-33664)).
10.12
Exchange and Registration Rights Agreement, dated as of April 21, 2015 relating to the 5.125% Senior Notes due 2023, among CCO Holdings, LLC, CCO Holdings Capital Corp., Charter Communications, Inc., as guarantor, and Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed by Charter Communications, Inc. on April 22, 2015 (File No. 001-33664)).
10.13
Exchange and Registration Rights Agreement relating to the 5.375% Senior Notes due 2025, dated as of April 21, 2015, among CCO Holdings, LLC, CCO Holdings Capital Corp., Charter Communications, Inc., as guarantor, and Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.2 to the current report on Form 8-K filed by Charter Communications, Inc. on April 22, 2015 (File No. 001-33664)).
10.14
Exchange and Registration Rights Agreement relating to the 5.875% Senior Notes due 2027, dated as of April 21, 2015, among CCO Holdings, LLC, CCO Holdings Capital Corp., Charter Communications, Inc., as guarantor, and Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.3 to the current report on Form 8-K filed by Charter Communications, Inc. on April 22, 2015 (File No. 001-33664)).
10.15
Indenture, dated as of July 23, 2015, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp. and CCO Safari II, LLC, as issuers, and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.1 to the current reportCurrent Report on Form 8-K filed by Charter Communications, Inc. on July 27, 2015 (File No. 001-33664)).
10.164.4
First Supplemental Indenture, dated as of July 23, 2015, among CCO Safari II, LLC, as escrow issuer, CCH II, LLC, as limited guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.2 to the current reportCurrent Report on Form 8-K filed by Charter Communications, Inc. on July 27, 2015 (File No. 001-33664)).
10.174.5
Form of 4.908% Senior Secured Notes due 2025 (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed by Charter Communications, Inc. on July 27, 2015 (File No. 001-33664)).
4.6
Form of 6.384% Senior Secured Notes due 2035 (incorporated by reference to Exhibit 4.6 to the Current Report on Form 8-K filed by Charter Communications, Inc. on July 27, 2015 (File No. 001-33664)).
4.7
Form of 6.484% Senior Secured Notes due 2045 (incorporated by reference to Exhibit 4.7 to the Current Report on Form 8-K filed by Charter Communications, Inc. on July 27, 2015 (File No. 001-33664)).
4.8
Form of 6.834% Senior Secured Notes due 2055 (incorporated by reference to Exhibit 4.8 to the Current Report on Form 8-K filed by Charter Communications, Inc. on July 27, 2015 (File No. 001-33664)).
4.9
Indenture, dated as of November 20, 2015, among CCO Holdings, LLC, CCO Holdings Capital Corp. and CCOH Safari, LLC, as issuers, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on November 25, 2015 (File No. 001-33664)).
E-1


4.10
Seventh Supplemental Indenture, dated as of April 21, 2016, among CCO Holdings, LLC, CCO Holdings Capital Corp., Charter Communications, Inc., as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on April 27, 2016 (File No. 001-33664)).
4.11
Form of 5.500% Senior Notes due 2026 (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K of Charter Communications, Inc. filed April 27, 2016).
4.12
Second Supplemental Indenture, dated as of May 18, 2016, by and among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., CCO Safari II, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on May 24, 2016 (File No. 001-33664)).
4.13
Third Supplemental Indenture, dated as of May 18, 2016, by and among CCO Holdings, LLC, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Charter Communications, Inc. on May 24, 2016 (File No. 001-33664)).
4.14
Second Supplemental Indenture, dated as of May 18, 2016, by and among CCO Holdings, LLC, CCO Holdings Capital Corp., CCOH Safari, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Charter Communications, Inc. on May 24, 2016 (File No. 001-33664)).
4.15
Third Supplemental Indenture, dated as of February 6, 2017, among CCO Holdings, LLC, CCO Holdings Capital Corp., and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on February 6, 2017 (File No. 001-33664)).
4.16
Form of 5.125% Senior Notes due 2027 (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Charter Communications, Inc. on February 6, 2017 (File No. 001-33664))
4.17
Fifth Supplemental Indenture, dated as of April 20, 2017, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Charter Communications, Inc. on April 26, 2017 (File No. 001-33664)).
4.18
Form of 5.375% Senior Secured Notes due 2047 (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by Charter Communications, Inc. on April 26, 2017 (File No. 001-33664))
4.19
Sixth Supplemental Indenture, dated as of July 6, 2017, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Charter Communications, Inc. on July 12, 2017 (File No. 001-33664)).
4.20
Form of 3.750% Senior Secured Notes due 2028 (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by Charter Communications, Inc. on July 12, 2017 (File No. 001-33664)).
4.21
Fourth Supplemental Indenture, dated as of August 8, 2017, among CCO Holdings, LLC, CCO Holdings Capital Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on August 14, 2017 (File No. 001-33664)).
4.22
Form of 5.000% Senior Notes due 2028 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Charter Communications, Inc. on August 14, 2017 (File No. 001-33664)).
4.23
Seventh Supplemental Indenture, dated as of September 18, 2017, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Charter Communications, Inc. on September 21, 2017 (File No. 001-33664)).
4.24
Form of 4.200% Senior Secured Notes due 2028 (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by Charter Communications, Inc. on September 21, 2017 (File No. 001-33664)).
4.25
Fifth Supplemental Indenture, dated as of October 17, 2017, among CCO Holdings, LLC, CCO Holdings Capital Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Charter Communications, Inc. on October 20, 2017 (File No. 001-33664)).
4.26
Form of 4.000% Senior Notes due 2023 (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by Charter Communications, Inc. on October 20, 2017 (File No. 001-33664)).
4.27
Eighth Supplemental Indenture, dated as of December 21, 2017, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., CCO Holdings, LLC, the subsidiary guarantor parties thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.5 to Form S-3 filed by Charter Communications, Inc. on December 22, 2017 (File No. 333-222241)).
E-2


4.28
Ninth Supplemental Indenture, dated as of April 17, 2018, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., as issuers, CCO Holdings, LLC, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Charter Communications, Inc. on April 20, 2018 (File No. 001-33664)).
4.29
4.30
4.31
Tenth Supplemental Indenture, dated as of July 3, 2018, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., as issuers, CCO Holdings, LLC, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Charter Communications, Inc. on July 9, 2018 (File No. 001-33664)).
4.32
Form of Senior Secured Floating Notes due 2024 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Charter Communications, Inc. on July 9, 2018 (File No. 001-33664)).
4.33
4.34
Twelfth Supplemental Indenture, dated as of January 17, 2019, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., as issuers, CCO Holdings, LLC, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by Charter Communications, Inc. on January 24, 2019 (File No. 001-33664)).
4.35
Form of 5.050% Senior Secured Notes due 2029 (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed by Charter Communications, Inc. on January 24, 2019 (File No. 001-33664)).
4.36
Indenture, dated as of May 23, 2019, among CCO Holdings, LLC, CCO Holdings Capital Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on May 30, 2019 (File No. 001-33664)).
4.37
First Supplemental Indenture, dated as of May 23, 2019, among CCO Holdings, LLC, CCO Holdings Capital Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Charter Communications, Inc. on May 30, 2019 (File No. 001-33664)).
4.38
Form of 5.375% Senior Notes due 2029 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Charter Communications, Inc. on May 30, 2019 (File No. 001-33664)).
4.39
Fourteenth Supplemental Indenture, dated as of July 10, 2019, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., as issuers, CCO Holdings, LLC, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed by Charter Communications, Inc. on July 10, 2019 (File No. 001-33664)).
4.40
Form of 5.125% Senior Secured Notes due 2049 (incorporated by reference to Exhibit 4.6 to the Current Report on Form 8-K filed by Charter Communications, Inc. on July 10, 2019 (File No. 001-33664)).
4.41
Second Supplemental Indenture, dated as of October 1, 2019, among CCO Holdings, LLC, CCO Holdings Capital Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Charter Communications, Inc. on October 7, 2019).
4.42
Form of 4.750% Senior Notes due 2030 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Charter Communications, Inc. on October 7, 2019 (File No. 001-33664)).
4.43
Fifteenth Supplemental Indenture, dated as of October 24, 2019, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., as issuers, CCO Holdings, LLC, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed by Charter Communications, Inc. on October 30, 2019 (File No. 001-33664)).
4.44
Form of 4.800% Senior Secured Notes due 2050 (incorporated by reference to Exhibit 4.6 to the Current Report on Form 8-K filed by Charter Communications, Inc. on October 30, 2019 (File No. 001-33664)).
4.45
Third Supplemental Indenture, dated as of February 18, 2020, among CCO Holdings, LLC, CCO Holdings Capital Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Charter Communications, Inc. on February 21, 2020 (File No. 001-33664)).
4.46
Form of 4.500% Senior Notes due 2030 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Charter Communications, Inc. on February 21, 2020 (File No. 001-33664)).
E-3


4.47
Fourth Supplemental Indenture, dated as of March 18, 2020, among CCO Holdings, LLC, CCO Holdings Capital Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by Charter Communications, Inc. on March 23, 2020 (File No. 001-33664)).
4.48
Form of 4.500% Senior Notes due 2032 (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed by Charter Communications, Inc. on March 23, 2020 (File No. 001-33664)).
4.49
Sixteenth Supplemental Indenture, dated as of April 17, 2020, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., as issuers, CCO Holdings, LLC, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Charter Communications, Inc. on April 17, 2020 (File No. 001-33664)).
4.50
Form of 2.800% Senior Secured Notes due 2031 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Charter Communications, Inc. on April 17, 2020 (File No. 001-33664)).
4.51
Form of 3.700% Senior Secured Notes due 2051 (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by Charter Communications, Inc. on April 17, 2020 (File No. 001-33664)).
4.52
Fifth Supplemental Indenture, dated as of July 9, 2020, among CCO Holdings, LLC, CCO Holdings Capital Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Charter Communications, Inc. on July 13, 2020 (File No. 001-33664)).
4.53
Form of 4.250% Senior Notes due 2031 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Charter Communications, Inc. on July 13, 2020 (File No. 001-33664)).
4.54
Eighteenth Supplemental Indenture, dated as of December 4, 2020, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., as issuers, CCO Holdings, LLC, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Charter Communications, Inc. on December 4, 2020 (File No. 001-33664)).
4.55
Form of 2.300% Senior Secured Notes due 2032 (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed by Charter Communications, Inc. on December 4, 2020 (File No. 001-33664)).
4.56
Form of 3.850% Senior Secured Notes due 2061 (incorporated by reference to Exhibit 4.6 to the Current Report on Form 8-K filed by Charter Communications, Inc. on December 4, 2020 (File No. 001-33664)).
4.57
Nineteenth Supplemental Indenture, dated as of March 4, 2021, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., as issuers, CCO Holdings, LLC, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Charter Communications, Inc. on March 4, 2021 (File No. 001-33664)).
4.58
Form of 3.500% Senior Secured Notes due 2041 (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by Charter Communications, Inc. on March 4, 2021 (File No. 001-33664)).
4.59
Form of 3.900% Senior Secured Notes due 2052 (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed by Charter Communications, Inc. on March 4, 2021 (File No. 001-33664)).
4.60
Sixth Supplemental Indenture, dated as of April 22, 2021, among CCO Holdings, LLC, CCO Holdings Capital Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Charter Communications, Inc. on April 27, 2021 (File No. 001-33664)).
4.61
Form of 4.500% Senior Notes due 2033 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Charter Communications, Inc. on April 27, 2021 (File No. 001-33664)).
4.62
Twentieth Supplemental Indenture, dated as of June 2, 2021, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., as issuers, CCO Holdings, LLC, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.6 to the Current Report on Form 8-K filed by Charter Communications, Inc. on June 2, 2021, 2021 (File No. 001-33664)).
4.63
Form of 4.400% Senior Notes due 2061 (incorporated by reference to Exhibit 4.8 to the Current Report on Form 8-K filed by Charter Communications, Inc. on June 2, 2021, 2021 (File No. 001-33664)).
4.64
Seventh Supplemental Indenture, dated as of August 16, 2021, among CCO Holdings, LLC, CCO Holdings Capital Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Charter Communications, Inc. on August 18, 2021 (File No. 001-33664)).
4.65
Form of 4.250% Senior Notes due 2034 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Charter Communications, Inc. on August 18, 2021 (File No. 001-33664)).
E-4


4.66
Twenty-First Supplemental Indenture, dated as of October 12, 2021, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., as issuers, CCO Holdings, LLC, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Charter Communications, Inc. on October 12, 2021 (File No. 001-33664)).
4.67
Form of 2.250% Senior Secured Notes due 2029 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Charter Communications, Inc. on October 12, 2021 (File No. 001-33664)).
4.68
Form of 3.500% Senior Secured Notes due 2042 (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by Charter Communications, Inc. on October 12, 2021 (File No. 001-33664)).
4.69
Form of 3.950% Senior Secured Notes due 2062 (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed by Charter Communications, Inc. on October 12, 2021 (File No. 001-33664)).
4.70
Eighth Supplemental Indenture, dated as of January 19, 2022, among CCO Holdings, LLC, CCO Holdings Capital Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee. (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Charter Communications, Inc. on January 25, 2022 (File No. 001-33664)).
4.71
Form of 4.750% Senior Notes due 2032 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Charter Communications, Inc. on January 25, 2022 (File No. 001-33664)).
4.72
Twenty-Second Supplemental Indenture, dated as of March 15, 2022, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., as issuers, CCO Holdings, LLC, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent. (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Charter Communications, Inc. on March 15, 2022 (File No. 001-33664)).
4.73
Form of 4.400% Senior Notes due 2033 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Charter Communications, Inc. on March 15, 2022 (File No. 001-33664)).
4.74
Form of 5.250% Senior Notes due 2053 (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by Charter Communications, Inc. on March 15, 2022 (File No. 001-33664)).
4.75
Form of 5.500% Senior Notes due 2063 (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed by Charter Communications, Inc. on March 15, 2022 (File No. 001-33664)).
4.76
Ninth Supplemental Indenture, dated as of August 9, 2022, among CCO Holdings, LLC, CCO Holdings Capital Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Charter Communications, Inc. on August 15, 2022 (File No. 001-33664)).
4.77
Form of 6.375% Senior Notes due 2029 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Charter Communications, Inc. on August 15, 2022 (File No. 001-33664)).
4.78Indenture, dated as of April 30, 1992 (the “TWCE Indenture”), as amended by the First Supplemental Indenture, dated as of June 30, 1992, among Time Warner Entertainment Company, L.P. (“TWE”), Time Warner Companies, Inc. (“TWCI”), certain of TWCI’s subsidiaries that are parties thereto and The Bank of New York, as Trustee (incorporated herein by reference to Exhibits 10(g) and 10(h) to TWCI’s Current Report on Form 8-K dated June 26, 1992 and filed with the SEC on July 15, 1992 (File No. 1-8637)). (P)
4.79Second Supplemental Indenture to the TWCE Indenture, dated as of December 9, 1992, among TWE, TWCI, certain of TWCI’s subsidiaries that are parties thereto and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.2 to Amendment No. 1 to TWE’s Registration Statement on Form S-4 dated and filed with the SEC on October 25, 1993 (Registration No. 33-67688) (the “TWE October 25, 1993 Registration Statement”)). (P)
4.80Third Supplemental Indenture to the TWCE Indenture, dated as of October 12, 1993, among TWE, TWCI, certain of TWCI’s subsidiaries that are parties thereto and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.3 to the TWE October 25, 1993 Registration Statement). (P)
4.81Fourth Supplemental Indenture to the TWCE Indenture, dated as of March 29, 1994, among TWE, TWCI, certain of TWCI’s subsidiaries that are parties thereto and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.4 to TWE’s Annual Report on Form 10-K for the year ended December 31, 1993 and filed with the SEC on March 30, 1994 (File No. 1-12878)). (P)
4.82Fifth Supplemental Indenture to the TWCE Indenture, dated as of December 28, 1994, among TWE, TWCI, certain of TWCI’s subsidiaries that are parties thereto and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.5 to TWE’s Annual Report on Form 10-K for the year ended December 31, 1994 and filed with the SEC on March 30, 1995 (File No. 1-12878)). (P)
4.83
Sixth Supplemental Indenture to the TWCE Indenture, dated as of September 29, 1997, among TWE, TWCI, certain of TWCI’s subsidiaries that are parties thereto and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.7 to Historic TW Inc.’s (“Historic TW”) Annual Report on Form 10-K for the year ended December 31, 1997 and filed with the SEC on March 25, 1998 (File No. 1-12259) (the “Time Warner 1997 Form 10-K”)).
E-5


4.84
Seventh Supplemental Indenture to the TWCE Indenture, dated as of December 29, 1997, among TWE, TWCI, certain of TWCI’s subsidiaries that are parties thereto and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.8 to the Time Warner 1997 Form 10-K).
4.85
Eighth Supplemental Indenture to the TWCE Indenture, dated as of December 9, 2003, among Historic TW, TWE, Warner Communications Inc. (“WCI”), American Television and Communications Corporation (“ATC”), TWC and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.10 to Time Warner Inc.’s (“Time Warner”) Annual Report on Form 10-K for the year ended December 31, 2003 (File No. 1-15062)).
4.86
Ninth Supplemental Indenture to the TWCE Indenture, dated as of November 1, 2004, among Historic TW, TWE, Time Warner NY Cable Inc., WCI, ATC, TWC and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.1 to Time Warner’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 (File No. 1-15062)).
4.87
Tenth Supplemental Indenture to the TWCE Indenture, dated as of October 18, 2006, among Historic TW, TWE, TW NY Cable Holding Inc. (“TW NY”), Time Warner NY Cable LLC (“TW NY Cable”), TWC, WCI, ATC and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.1 to Time Warner’s Current Report on Form 8-K dated and filed October 18, 2006 (File No. 1-15062)).
4.88
Eleventh Supplemental Indenture to the TWCE Indenture, dated as of November 2, 2006, among TWE, TW NY, TWC and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 99.1 to Time Warner’s Current Report on Form 8-K dated and filed November 2, 2006 (File No. 1-15062)).
4.89
Twelfth Supplemental Indenture to the TWCE Indenture, dated as of September 30, 2012, among Time Warner Cable Enterprises LLC (“TWCE”), TWC, TW NY, Time Warner Cable Internet Holdings II LLC (“TWC Internet Holdings II”) and The Bank of New York Mellon, as trustee, supplementing the Indenture dated April 30, 1992, as amended (incorporated herein by reference to Exhibit 4.2 to TWC’s Current Report on Form 8-K dated September 30, 2012 and filed with the SEC on October 1, 2012 (File No. 1-33335) (the “TWC September 30, 2012 Form 8-K”)).
4.90
Thirteenth Supplemental Indenture, dated as of May 18, 2016, by and among Time Warner Cable Enterprises LLC, the guarantors party thereto and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by Charter Communications, Inc. on May 24, 2016 (File No. 001-33664)).
4.91
Indenture, dated as of April 9, 2007 (the “TWC Indenture”), among TWC, TW NY, TWE and The Bank of New York, as trustee (incorporated herein by reference to Exhibit 4.1 to TWC’s Current Reporton Form 8-K dated April 4, 2007 and filed with the SEC on April 9, 2007 (File No. 1-33335) (the “TWC April 4, 2007 Form 8-K”)).
4.92
First Supplemental Indenture to the TWC Indenture, dated as of April 9, 2007, among TWC, TW NY, TWE and The Bank of New York, as trustee (incorporated herein by reference to Exhibit 4.2 to the TWC April 4, 2007 Form 8-K).
4.93
Second Supplemental Indenture to the TWC Indenture, dated as of September 30, 2012, among TWC, TW NY, TWCE, TWC Internet Holdings II and The Bank of New York Mellon, as trustee, supplementing the Indenture dated April 9, 2007, as amended (incorporated herein by reference to Exhibit 4.1 to the TWC September 30, 2012 Form 8-K).
4.94
Third Supplemental Indenture, dated as of May 18, 2016, by and among Time Warner Cable Inc., TWC NewCo LLC and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed by Charter Communications, Inc. on May 24, 2016 (File No. 001-33664)).
4.95
Fourth Supplemental Indenture, dated as of May 18, 2016, by and among TWC NewCo LLC, the guarantors party thereto and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (incorporated by reference to Exhibit 4.6 to the Current Report on Form 8-K filed by Charter Communications, Inc. on May 24, 2016 (File No. 001-33664)).
4.96
Form of TWC 6.55% Exchange Debentures due 2037 (included as Exhibit C to the First Supplemental Indenture incorporated herein by reference to Exhibit 4.2 to the TWC April 4, 2007 Form 8-K).
4.97
Form of TWC 7.30% Debentures due 2038 (incorporated herein by reference to Exhibit 4.3 to the TWC June 16, 2008 Form 8-K).
4.98
Form of TWC 6.75% Debentures due 2039 (incorporated herein by reference to Exhibit 4.1 to TWC’s Current Report on Form 8-K dated June 24, 2009 and filed with the SEC on June 29, 2009 (File No. 1-33335)).
4.99
Form of TWC 5.875% Debentures due 2040 (incorporated herein by reference to Exhibit 4.2 to the TWC November 9, 2010 Form 8-K).
4.100
Form of TWC 5.75% Note due 2031 (incorporated herein by reference to Exhibit 4.1 to TWC’s Current Report on Form 8-K dated and filed with the SEC on May 26, 2011 (File No. 1-33335)).
E-6


4.101
Form of TWC 5.5% Debenture due 2041 (incorporated herein by reference to Exhibit 4.2 to the TWC Current Report on Form 8-K dated September 7, 2011 and filed with the SEC on September 12, 2011 (File No. 1-33335)).
4.102
Form of TWC 4.5% Debenture due 2042 (incorporated herein by reference to Exhibit 4.1 to TWC’s Current Report on Form 8-K dated August 7, 2012 and filed with the SEC on August 10, 2012 (File No. 1-33335)).
4.103
Form of TWC 5.25% Note due 2042 (incorporated herein by reference to Exhibit 4.1 to TWC’s Current Report on Form 8-K dated and filed with the SEC on June 27, 2012 (File No. 1-33335)).
4.104
Description of Securities (incorporated by reference to Exhibit 4.104 to the Annual Report on Form 10-K of Charter Communications, Inc. filed on January 27, 2023 (File No. 001-33664)).
10.1
Exchange and Registration Rights Agreement, dated July 23, 2015 relating to the 3.579% Senior Secured Notes due 2020, 4.464% Senior Secured Notes due 2022, 4.908% Senior Secured Notes due 2025, 6.384% Senior Secured Notes due 2035, 6.484% Senior Secured Notes due 2045 and 6.834% Senior Secured Notes due 2055, between CCO Safari II, LLC and Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc. and UBS Securities LLC, as representatives of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the current reportCurrent Report on Form 8-K filed by Charter Communications, Inc. on July 27, 2015 (File No. 001-33664)).
10.18
Indenture, dated as of November 20, 2015, among CCO Holdings, LLC, CCO Holdings Capital Corp. and CCOH Safari, LLC, as issuers, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the current report on Form 8-K filed by Charter Communications, Inc. on November 25, 2015 (File No. 001-33664)).
10.19
First Supplemental Indenture, dated as of November 20, 2015, between CCOH Safari, LLC, as escrow issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the current report on Form 8-K filed by Charter Communications, Inc. on November 25, 2015 (File No. 001-33664)).
10.20
Exchange and Registration Rights Agreement, dated November 20, 2015 relating to the 5.750% Senior Notes due 2026, between CCOH Safari, LLC and Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC and Deutsche Bank Securities Inc., as representatives of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed by Charter Communications, Inc. on November 25, 2015 (File No. 001-33664)).

E- 2



10.2
10.21
Sixth Supplemental Indenture, dated as of February 19, 2016, among CCO Holdings, LLC, CCO Holdings Capital Corp., Charter Communications, Inc., as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the current report on Form 8-K filed by Charter Communications, Inc. on February 22, 2016 (File No. 001-33664)).
10.22
Exchange and Registration Rights Agreement, dated February 19, 2016, relating to the 5.875% Senior Notes due 2024, among CCO Holdings, LLC, CCO Holdings Capital Corp., Charter Communications, Inc., as guarantor, and Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC, Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, as representatives of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed by Charter Communications, Inc. on February 22, 2016 (File No. 001-33664)).
10.23
Seventh Supplemental Indenture, dated as of April 21, 2016, among CCO Holdings, LLC, CCO Holdings Capital Corp., Charter Communications, Inc., as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the current report on Form 8-K filed by Charter Communications, Inc. on April 27, 2016 (File No. 001-33664)).
10.24
Exchange and Registration Rights Agreement, dated April 21, 2016, relating to the 5.500% Senior Notes due 2026, among CCO Holdings, LLC, CCO Holdings Capital Corp., Charter Communications, Inc., as guarantor, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the current reportCurrent Report on Form 8-K filed by Charter Communications, Inc. on April 27, 2016 (File No. 001-33664)).
10.2510.3
Second Supplemental Indenture, dated as of May 18, 2016, by and among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., CCO Safari II, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.1 to the current report on Form 8-K filed by Charter Communications, Inc. on May 24, 2016 (File No. 001-33664)).
10.26
Third Supplemental Indenture, dated as of May 18, 2016, by and among CCO Holdings, LLC, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.2 to the current report on Form 8-K filed by Charter Communications, Inc. on May 24, 2016 (File No. 001-33664)).
10.27
Second Supplemental Indenture, dated as of May 18, 2016, by and among CCO Holdings, LLC, CCO Holdings Capital Corp., CCOH Safari, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.3 to the current report on Form 8-K filed by Charter Communications, Inc. on May 24, 2016 (File No. 001-33664)).
10.28
Third Supplemental Indenture, dated as of February 6, 2017, among CCO Holdings, LLC, CCO Holdings Capital Corp., and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.1 to the current report on Form 8-K filed by Charter Communications, Inc. on February 6, 2017 (File No. 001-33664)).
10.29
Exchange and Registration Rights Agreement, dated February 6, 2017, relating to the 5.125% Senior Notes due 2027, among CCO Holdings, LLC, CCO Holdings Capital Corp., and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., UBS Securities LLC, and Wells Fargo Securities, LLC, as representatives of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the current reportCurrent Report on Form 8-K filed by Charter Communications, Inc. on February 6, 2017 (File No. 001-33664)).
10.3010.4
Exchange and Registration Rights Agreement, dated March 29, 2017, relating to the 5.125% Senior Notes due 2027, among CCO Holdings, LLC, CCO Holdings Capital Corp., and Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., UBS Securities LLC, and Wells Fargo Securities, LLC, as representatives of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the current reportCurrent Report on Form 8-K filed by Charter Communications, Inc. on March 31, 2017 (File No. 001-33664)).
10.3110.5
Fifth Supplemental Indenture, dated as of April 20, 2017, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.3 to the current report on Form 8-K filed by Charter Communications, Inc. on April 26, 2017 (File No. 001-33664)).
10.32
Exchange and Registration Rights Agreement, dated April 20, 2017, relating to the 5.125% Senior Notes due 2027, among CCO Holdings, LLC, CCO Holdings Capital Corp. and Citigroup Global Markets Inc., as a representative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the current reportCurrent Report on Form 8-K filed by Charter Communications, Inc. on April 26, 2017 (File No. 001-33664)).
10.3310.6
Exchange and Registration Rights Agreement, dated April 20, 2017, relating to the 5.375% Senior Notes due 2047, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., the guarantors party thereto and Citigroup Global Markets Inc., as representative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.2 to the current reportCurrent Report on Form 8-K filed by Charter Communications, Inc. on April 26, 2017 (File No. 001-33664)).

E- 3



10.34
Sixth Supplemental Indenture, dated as of July 6, 2017, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.3 to the current report on Form 8-K filed by Charter Communications, Inc. on July 12, 2017 (File No. 001-33664)).
10.3510.7
Exchange and Registration Rights Agreement, dated July 6, 2017, relating to the 3.750% Senior Notes due 2028, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., the guarantors party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the current reportCurrent Report on Form 8-K filed by Charter Communications, Inc. on July 12, 2017 (File No. 001-33664)).
10.3610.8
Exchange and Registration Rights Agreement, dated July 6, 2017, relating to the 5.375% Senior Notes due 2047, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., the guarantors party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.2 to the current reportCurrent Report on Form 8-K filed by Charter Communications, Inc. on July 12, 2017 (File No. 001-33664)).
10.3710.9
Fourth Supplemental Indenture, dated as of August 8, 2017, among CCO Holdings, LLC, CCO Holdings Capital Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the current report on Form 8-K filed by Charter Communications, Inc. on August 14, 2017 (File No. 001-33664)).
10.38
Exchange and Registration Rights Agreement, dated August 8, 2017, relating to the 5.000% Senior Notes due 2028, among CCO Holdings, LLC, CCO Holdings Capital Corp. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the current reportCurrent Report on Form 8-K filed by Charter Communications, Inc. on August 14, 2017 (File No. 001-33664)).
E-7


10.3910.10
Seventh Supplemental Indenture, dated as of September 18, 2017, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.3 to the current report on Form 8-K filed by Charter Communications, Inc. on September 21, 2017 (File No. 001-33664)).
10.40
Exchange and Registration Rights Agreement, dated September 18, 2017, relating to the 4.200% Senior Secured Notes due 2028, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., the guarantors party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc., as representatives of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the current reportCurrent Report on Form 8-K filed by Charter Communications, Inc. on September 21, 2017 (File No. 001-33664)).
10.4110.11
Exchange and Registration Rights Agreement, dated September 18, 2017, relating to the 5.375% Senior Secured Notes due 2047, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., the guarantors party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc., as representatives of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.2 to the current reportCurrent Report on Form 8-K filed by Charter Communications, Inc. on September 21, 2017 (File No. 001-33664)).
10.4210.12
Fifth Supplemental Indenture, dated as of October 17, 2017, among CCO Holdings, LLC, CCO Holdings Capital Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.3 to the current report on Form 8-K filed by Charter Communications, Inc. on October 20, 2017 (File No. 001-33664)).
10.43
Exchange and Registration Rights Agreement, dated October 17, 2017, relating to the 5.000% Senior Notes due 2028, among CCO Holdings, LLC, CCO Holdings Capital Corp. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the current reportCurrent Report on Form 8-K filed by Charter Communications, Inc. on October 20, 2017 (File No. 001-33664)).
10.4410.13
Exchange and Registration Rights Agreement, dated October 17, 2017, relating to the 4.000% Senior Notes due 2023, among CCO Holdings, LLC, CCO Holdings Capital Corp. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.2 to the current reportCurrent Report on Form 8-K filed by Charter Communications, Inc. on October 20, 2017 (File No. 001-33664)).
10.4510.14
Eighth Supplemental Indenture,Exchange and Registration Rights Agreement, dated as of December 21, 2017,May 23, 2019, relating to the 5.375% Senior Notes due 2029, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., CCO Holdings, LLC, the subsidiary guarantor parties theretoCCO Holdings Capital Corp. and TheDeutsche Bank of New York Mellon Trust Company, N.A.Securities Inc., as trusteerepresentative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 4.510.1 to the current report on Form S-3 filed by Charter Communications, Inc. on December 22, 2017 (File No. 333-222241)).
10.46Indenture, dated as of April 30, 1992 (the “TWCE Indenture”), as amended by the First Supplemental Indenture, dated as of June 30, 1992, among Time Warner Entertainment Company, L.P. (“TWE”), Time Warner Companies, Inc. (“TWCI”), certain of TWCI’s subsidiaries that are parties thereto and The Bank of New York, as Trustee (incorporated herein by reference to Exhibits 10(g) and 10(h) to TWCI’s current report on Form 8-K dated June 26, 1992 and filed with the SEC on July 15, 1992 (File No. 1-8637)). (P)

E- 4



10.47Second Supplemental Indenture to the TWCE Indenture, dated as of December 9, 1992, among TWE, TWCI, certain of TWCI’s subsidiaries that are parties thereto and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.2 to Amendment No. 1 to TWE’s Registration Statement on Form S-4 dated and filed with the SEC on October 25, 1993 (Registration No. 33-67688) (the “TWE October 25, 1993 Registration Statement”)). (P)
10.48Third Supplemental Indenture to the TWCE Indenture, dated as of October 12, 1993, among TWE, TWCI, certain of TWCI’s subsidiaries that are parties thereto and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.3 to the TWE October 25, 1993 Registration Statement). (P)
10.49Fourth Supplemental Indenture to the TWCE Indenture, dated as of March 29, 1994, among TWE, TWCI, certain of TWCI’s subsidiaries that are parties thereto and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.4 to TWE’s AnnualCurrent Report on Form 10-K for the year ended December 31, 1993 and filed with the SEC on March 30, 1994 (File No. 1-12878)). (P)
10.5Fifth Supplemental Indenture to the TWCE Indenture, dated as of December 28, 1994, among TWE, TWCI, certain of TWCI’s subsidiaries that are parties thereto and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.5 to TWE’s Annual Report on Form 10-K for the year ended December 31, 1994 and filed with the SEC on March 30, 1995 (File No. 1-12878)). (P)
10.51
Sixth Supplemental Indenture to the TWCE Indenture, dated as of September 29, 1997, among TWE, TWCI, certain of TWCI’s subsidiaries that are parties thereto and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.7 to Historic TW Inc.’s (“Historic TW”) Annual Report on Form 10-K for the year ended December 31, 1997 and filed with the SEC on March 25, 1998 (File No. 1-12259) (the “Time Warner 1997 Form 10-K”)).
10.52
Seventh Supplemental Indenture to the TWCE Indenture, dated as of December 29, 1997, among TWE, TWCI, certain of TWCI’s subsidiaries that are parties thereto and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.8 to the Time Warner 1997 Form 10-K).
10.53
Eighth Supplemental Indenture to the TWCE Indenture, dated as of December 9, 2003, among Historic TW, TWE, Warner Communications Inc. (“WCI”), American Television and Communications Corporation (“ATC”), TWC and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.10 to Time Warner Inc.’s (“Time Warner”) Annual Report on Form 10-K for the year ended December 31, 2003 (File No. 1-15062)).
10.54
Ninth Supplemental Indenture to the TWCE Indenture, dated as of November 1, 2004, among Historic TW, TWE, Time Warner NY Cable Inc., WCI, ATC, TWC and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.1 to Time Warner’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 (File No. 1-15062)).
10.55
Tenth Supplemental Indenture to the TWCE Indenture, dated as of October 18, 2006, among Historic TW, TWE, TW NY Cable Holding Inc. (“TW NY”), Time Warner NY Cable LLC (“TW NY Cable”), TWC, WCI, ATC and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.1 to Time Warner’s current report on Form 8-K dated and filed October 18, 2006 (File No. 1-15062)).
10.56
Eleventh Supplemental Indenture to the TWCE Indenture, dated as of November 2, 2006, among TWE, TW NY, TWC and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 99.1 to Time Warner’s current report on Form 8-K dated and filed November 2, 2006 (File No. 1-15062)).
10.57
Twelfth Supplemental Indenture to the TWCE Indenture, dated as of September 30, 2012, among Time Warner Cable Enterprises LLC (“TWCE”), TWC, TW NY, Time Warner Cable Internet Holdings II LLC (“TWC Internet Holdings II”) and The Bank of New York Mellon, as trustee, supplementing the Indenture dated April 30, 1992, as amended (incorporated herein by reference to Exhibit 4.2 to TWC’s current report on Form 8-K dated September 30, 2012 and filed with the SEC on October 1, 2012 (File No. 1-33335) (the “TWC September 30, 2012 Form 8-K”)).
10.58
Thirteenth Supplemental Indenture, dated as of May 18, 2016, by and among Time Warner Cable Enterprises LLC, the guarantors party thereto and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (incorporated by reference to Exhibit 4.4 to the current report on Form 8-K filed by Charter Communications, Inc. on May 24, 201630, 2019 (File No. 001-33664)).
10.5910.15
Indenture,Exchange and Registration Rights Agreement, dated as of April 9, 2007 (the “TWC Indenture”), among TWC, TW NY, TWE and The Bank of New York, as trustee (incorporated herein by reference to Exhibit 4.1 to TWC’s current report on Form 8-K dated April 4, 2007 and filed with the SEC on April 9, 2007 (File No. 1-33335) (the “TWC April 4, 2007 Form 8-K”)).
10.60
First Supplemental IndentureJuly 10, 2019, relating to the TWC Indenture, dated as of April 9, 2007,5.375% Senior Notes due 2029, among TWC, TW NY, TWECCO Holdings, LLC, CCO Holdings Capital Corp. and TheDeutsche Bank of New York, as trustee (incorporated herein by reference to Exhibit 4.2 to the TWC April 4, 2007 Form 8-K).
10.61
Second Supplemental Indenture to the TWC Indenture, dated as of September 30, 2012, among TWC, TW NY, TWCE, TWC Internet Holdings II and The Bank of New York Mellon, as trustee, supplementing the Indenture dated April 9, 2007, as amended (incorporated herein by reference to Exhibit 4.1 to the TWC September 30, 2012 Form 8-K).

E- 5



10.62
Third Supplemental Indenture, dated as of May 18, 2016, by and among Time Warner CableSecurities Inc., TWC NewCo LLC and The Bank of New York Mellon (formerly known as The Bank of New York), as trusteerepresentative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 4.510.1 to the current reportCurrent Report on Form 8-K filed by Charter Communications, Inc. on May 24, 2016July 10, 2019 (File No. 001-33664)).
10.6310.16
Fourth Supplemental Indenture,Exchange and Registration Rights Agreement, dated as of May 18, 2016, byOctober 1, 2019, relating to the 4.750% Senior Notes due 2030, among CCO Holdings, LLC, CCO Holdings Capital Corp. and among TWC NewCo LLC, the guarantors party thereto and The Bank of New York Mellon (formerly known as The Bank of New York)BofA Securities, Inc., as trusteerepresentative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 4.610.1 to the current reportCurrent Report on Form 8-K filed by Charter Communications, Inc. on May 24, 2016October 7, 2019 (File No. 001-33664)).
10.6410.17
Form of TWC 5.85% Exchange Notes due 2017 (included as Exhibit Band Registration Rights Agreement, dated October 24, 2019, relating to the First Supplemental Indenture incorporated herein by reference to Exhibit 4.2 to the TWC April 4, 2007 Form 8-K).
10.65
Form of TWC 6.55% Exchange Debentures due 2037 (included as Exhibit C to the First Supplemental Indenture incorporated herein by reference to Exhibit 4.2 to the TWC April 4, 2007 Form 8-K).
10.66
Form of TWC 6.75% Notes due 2018 (incorporated herein by reference to Exhibit 4.2 to TWC’s current report on Form 8-K dated June 16, 2008 and filed with the SEC on June 19, 2008 (File No. 1-33335) (the “TWC June 16, 2008 Form 8-K”)).
10.67
Form of TWC 7.30% Debentures due 2038 (incorporated herein by reference to Exhibit 4.3 to the TWC June 16, 2008 Form 8-K).
10.68
Form of TWC 8.75% Notes due 2019 (incorporated herein by reference to Exhibit 4.2 to TWC’s current report on Form 8-K dated November 13, 2008 and filed with the SEC on November 18, 2008) (File No. 1-33335).
10.69
Form of TWC 8.25% Notes due 2019 (incorporated herein by reference to Exhibit 4.2 to TWC’s current report on Form 8-K dated March 23, 2009 and filed with the SEC on March 26, 2009 (File No. 1-33335)).
10.70
Form of TWC 6.75% Debentures due 2039 (incorporated herein by reference to Exhibit 4.1 to TWC’s current report on Form 8-K dated June 24, 2009 and filed with the SEC on June 29, 2009 (File No. 1-33335)).
10.71
Form of TWC 3.5% Notes due 2015 (incorporated herein by reference to Exhibit 4.1 to TWC’s current report on Form 8-K dated December 8, 2009 and filed with the SEC on December 11, 2009 (File No. 1-33335 (the “TWC December 8,2009 Form 8-K”)).
10.72
Form of TWC 5.0% Notes due 2020 (incorporated herein by reference to Exhibit 4.2 to the TWC December 8, 2009 Form 8-K).
10.73
Form of TWC 4.125% Notes due 2021 (incorporated herein by reference to Exhibit 4.1 to TWC’s current report on Form 8-K dated November 9, 2010 and filed with the SEC on November 15, 2010 (File No. 1-33335) (the “TWC November 9, 2010 Form 8-K”)).
10.74
Form of TWC 5.875% Debentures due 2040 (incorporated herein by reference to Exhibit 4.2 to the TWC November 9, 2010 Form 8-K).
10.75
Form of TWC 5.75% Note due 2031 (incorporated herein by reference to Exhibit 4.1 to TWC’s current report on Form 8-K dated and filed with the SEC on May 26, 2011 (File No. 1-33335)).
10.76
Form of TWC 4% Note due 2021 (incorporated herein by reference to Exhibit 4.1 to TWC’s current report on Form 8-K dated September 7, 2011 and filed with the SEC on September 12, 2011 (File No. 1-33335) (the “TWC September 7, 2011 Form 8-K”)).
10.77
Form of TWC 5.5% Debenture due 2041 (incorporated herein by reference to Exhibit 4.2 to the TWC September 7, 2011 Form 8-K).
10.78
Form of TWC 4.5% Debenture due 2042 (incorporated herein by reference to Exhibit 4.1 to TWC’s current report on Form 8-K dated August 7, 2012 and filed with the SEC on August 10, 2012 (File No. 1-33335)).
10.79
Form of TWC 5.25% Note due 2042 (incorporated herein by reference to Exhibit 4.1 to TWC’s current report on Form 8-K dated and filed with the SEC on June 27, 2012 (File No. 1-33335)).
10.80
Form of 5.500%4.750% Senior Notes due 20262030, among CCO Holdings, LLC, CCO Holdings Capital Corp. and BofA Securities, Inc., as representative of the several Purchasers (as defined therein) (incorporated herein by reference to Exhibit 10.1 to the current reportCurrent Report on Form 8-K offiled by Charter Communications, Inc. filed April 27, 2016)on October 30, 2019 (File No. 001-33664)).
10.8110.18
Amendment No. 5,Exchange and Registration Rights Agreement, dated as of August 24, 2015,December 16, 2019, relating to the Amended and Restated Credit Agreement dated as of April 11, 2012 between Charter Communications Operating, LLC, as borrower,4.750% Senior Notes due 2030, among CCO Holdings, LLC, as guarantor,CCO Holdings Capital Corp. and Bank of America, N.A.Citigroup Global Markets, Inc., as administrative agentrepresentative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on December 16, 2019 (File No. 001-33664)).
10.19
Exchange and Registration Rights Agreement, dated February 18, 2020, relating to the 4.500% Senior Notes due 2030, among CCO Holdings, LLC, CCO Holdings Capital Corp. and Deutsche Bank Securities, Inc., as representative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on February 21, 2020 (File No. 001-33664)).
10.20
2030 Exchange and Registration Rights Agreement, dated March 18, 2020, relating to the 4.500% Senior Notes due 2030, among CCO Holdings, LLC, CCO Holdings Capital Corp. and Deutsche Bank Securities, Inc., as representative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on March 23, 2020 (File No. 001-33664)).
10.21
2032 Exchange and Registration Rights Agreement, dated March 18, 2020, relating to the 4.500% Senior Notes due 2032, among CCO Holdings, LLC, CCO Holdings Capital Corp. and Deutsche Bank Securities, Inc., as representative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.2 to the current reportCurrent Report on Form 8-K offiled by Charter Communications, Inc. filed on August 28, 2015March 23, 2020 (File No. 001-33664)).
10.8210.22
Incremental Activation Notice,Exchange and Registration Rights Agreement, dated as of August 24, 2015 delivered by Charter Communications Operating,July 9, 2020, relating to the 4.250% Senior Notes due 2031, among CCO Holdings, LLC, CCO Holdings Capital Corp. and Morgan Stanley & Co. LLC, as representative of the subsidiary guarantors party thereto, each Term H Lender party thereto to, each Term I Lender party thereto and Bank of America, N.A., as Administrative Agent under the Amended and Restated Credit Agreement, dated as of April 11, 2012several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the current reportCurrent Report on Form 8-K offiled by Charter Communications, Inc. filed on August 28, 2015July 13, 2020 (File No. 001-33664)).
E-8


10.8310.23
Escrow CreditExchange and Registration Rights Agreement, dated as of AugustJuly 24, 2015, between2020, relating to the 4.250% Senior Notes due 2031, among CCO Safari III,Holdings, LLC, CCO Holdings Capital Corp. and Morgan Stanley & Co. LLC, as borrower, and Bankrepresentative of America, N.A., as administrative agent, and the lenders party theretoseveral Purchasers (as defined therein) (incorporated by reference to Exhibit 10.310.1 to the current reportCurrent Report on Form 8-K offiled by Charter Communications, Inc. filed on AugustJuly 28, 20152020) (File No. 001-33664)).

E- 6



10.24
Exchange and Registration Rights Agreement, dated October 12, 2020, relating to the 4.500% Senior Notes due 2032, among CCO Holdings, LLC, CCO Holdings Capital Corp. and Deutsche Bank Securities Inc., as representative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on October 16, 2020 (File No. 001-33664)).
10.84(a)10.25
Exchange and Registration Rights Agreement, dated April 22, 2021, relating to the 4.500% Senior Notes due 2033, among CCO Holdings, LLC, CCO Holdings Capital Corp. and Deutsche Bank Securities Inc., as representative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on April 27, 2021 (File No. 001-33664)).
10.26
Exchange and Registration Rights Agreement, dated June 2, 2021, relating to the 4.500% Senior Notes due 2033, among CCO Holdings, LLC, CCO Holdings Capital Corp. and Deutsche Bank Securities Inc., as representative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on June 2, 2021, 2021 (File No. 001-33664)).
10.27
Exchange and Registration Rights Agreement, dated August 16, 2021, relating to the 4.250% Senior Notes due 2034, among CCO Holdings, LLC, CCO Holdings Capital Corp. and Morgan Stanley & Co. LLC, as representative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on August 18, 2021 (File No. 001-33664)).
10.28
Exchange and Registration Rights Agreement, dated January 19, 2022, relating to the 4.750% Senior Notes due 2032, among CCO Holdings, LLC, CCO Holdings Capital Corp. and Deutsche Bank Securities Inc., as representative of the several Purchasers (as defined therein). (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on January 25, 2022 (File No. 001-33664)).
10.29
Exchange and Registration Rights Agreement, dated August 9, 2022, relating to the 6.375% Senior Notes due 2029, among CCO Holdings, LLC, CCO Holdings Capital Corp. and Morgan Stanley & Co. LLC, as representative of the several Purchasers (as defined therein). (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on August 15, 2022 (File No. 001-33664)).
10.30(a)
Restatement Agreement dated as of May 18, 2016, by and among Charter Communications Operating, LLC, CCO Holdings, LLC, the subsidiary guarantors party thereto, Bank of America, N.A., as administrative agent and the lenders party thereto (incorporated by reference to Exhibit 10.5 to the current reportCurrent Report on Form 8-K of Charter Communications, Inc. filed on May 24, 2016 (File No. 001-33664)).
10.84(b)10.30(b)
Amendment No. 1 dated as of December 23, 2016, to the Amended and Restated Credit Agreement dated as of March 18, 1999, as amended and restated on May 18, 2016, by and among Chart Communications Operating, LLC, CCO Holdings, LLC, the Lenders Party thereto and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the current reportCurrent Report on Form 8-K of Charter Communications, Inc. filed on December 30, 2016 (File No. 001-33664)).
10.84(c)10.30(c)
Restatement Agreement dated as of December 21, 2017 to the Amended and Restated Credit Agreement dated as of March 18, 1999, as amended and restated on May 18, 2016, as amended by Amendment No. 1, dated as of December 23, 2016 and as further amended by that certain Incremental Activation Notice No. 1, dated as of January 19, 2017, by and among Charter Communications Operating, LLC, CCO Holdings, LLC, the Lenders Party thereto and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the current reportCurrent Report on Form 8-K of Charter Communications, Inc. filed on December 28, 2017 (File No. 001-33664)).
10.84(d)10.30(d)
Amendment No. 1, dated as of January 24, 2019, to (i) the Amended and Restated Credit Agreement, dated as of March 18, 1999, as amended and restated on December 21, 2017, by and among Charter Communications Operating, LLC, CCO Holdings, LLC, certain subsidiaries of Charter Communications Operating, LLC, the lenders party thereto and Bank of America, N.A., as Administrative Agent and (ii) the Guarantee and Collateral Agreement, dated as of March 18, 1999, as amended and restated as of March 31, 2010, as further amended and restated on May 18, 2016, by and among Charter Communications Operating, LLC, CCO Holdings, LLC, certain subsidiaries of Charter Communications Operating, LLC and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Current Reporton Form 8-K filed by Charter Communications, Inc. on January 30, 2019 (File No. 001-33664)).
10.30(e)
Restatement Agreement, dated as of April 26 2019, to the Amended and Restated Credit Agreement, dated as of March 18, 1999, as amended and restated on December 21, 2017 and as amended by Amendment No. 1 as of January 24, 2019, by and among Charter Communications Operating, LLC, CCO Holdings, LLC, certain subsidiaries of Charter Communications Operating, LLC, the lenders party thereto and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of Charter Communications, Inc. filed April 30, 2019 (File No. 001-33664)).
E-9


10.30(f)
Amendment No. 1, dated as of October 24, 2019, to the Amended and Restated Credit Agreement, dated as of March 18, 1999, as amended and restated on April 26, 2019, by and among Charter Communications Operating, LLC, CCO Holdings, LLC, certain subsidiaries of Charter Communications Operating, LLC, the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Charter Communications, Inc. on October 30, 2019 (File No. 001-33664)).
10.30(g)
Amendment No. 2, dated as of May 26, 2022, to (i) the Amended and Restated Credit Agreement, dated as of March 18, 1999, as amended and restated on April 26, 2019 and as amended by Amendment No. 1 on October 24, 2019, by and among Charter Communications Operating, LLC, CCO Holdings, LLC, certain subsidiaries of Charter Communications Operating, LLC, the lenders party thereto and Bank of America, N.A., as administrative agent and (ii) the Amended and Restated Guarantee and Collateral Agreement, dated as of March 18, 1999, as amended and restated as of March 6, 2007, as amended and restated as of March 31, 2010, as amended and restated as of May 18, 2016 and as further amended as of January 24, 2019, by Charter Communications Operating, LLC, CCO Holdings, LLC, certain subsidiaries of Charter Communications Operating, LLC and the Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on June 2, 2022 (File No. 001-33664)).
10.31
Joinder Agreement to Registration Rights Agreement, dated as of May 18, 2016, by and among CCO Safari II, LLC, CCH II, LLC, Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., CCO Holdings, LLC and the other guarantors party thereto (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K of Charter Communications, Inc. filed May 24, 2016).
10.32
Joinder Agreement to Registration Rights Agreement, dated as of May 18, 2016, by CCO Holdings, LLC and CCO Holdings Capital Corp (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K of Charter Communications, Inc. filed May 24, 2016).
10.33
Escrow Assumption Agreement, dated as of May 18, 2016, by and among CCO Safari III, LLC, Charter Communications Operating, LLC, Bank of America, N.A., as escrow administrative agent and Bank of America, N.A., as administrative agent (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K of Charter Communications, Inc. filed May 24, 2016).
10.34
Incremental Activation Notice, dated as of May 18, 2016, by and among Charter Communications Operating, LLC, CCO Holdings, LLC, the subsidiary guarantors party thereto, Bank of America, N.A., as administrative agent and the lenders party thereto (incorporated by reference to Exhibit 10.4 to the current reportCurrent Report on Form 8-K of Charter Communications, Inc. filed on May 24, 2016 (File No. 001-33664)).
10.8510.35
Amended and Restated Guarantee and Collateral Agreement made by CCO Holdings, LLC, Charter Communications Operating, LLC and certain of its subsidiaries in favor of Bank of America, N.A., as administrative agent, as amended and restated as of March 31, 2010 (incorporated by reference to Exhibit 10.2 to the current report on Form 8-K of Charter Communications, Inc. filed on April 6, 2010 (File No. 001-33664)).
10.86
Collateral Agreement, dated as of May 18, 2016, by Charter Communications Operating, LLC, Charter Communications Operating Capital Corp. and the other grantors party thereto in favor of The Bank of New York Mellon Trust Company, N.A., as collateral agent (incorporated by reference to Exhibit 10.6 to the current reportCurrent Report on Form 8-K of Charter Communications, Inc. filed on May 24, 2016 (File No. 001-33664)).
10.8710.36
First Lien Intercreditor Agreement, dated as of May 18, 2016, by and among Charter Communications Operating, LLC, the other grantors party thereto, Bank of America, N.A., as credit agreement collateral agent for the credit agreement secured parties, The Bank of New York Mellon Trust Company, N.A., as notes collateral agent for the indenture secured parties, and each additional agent from time to time party thereto (incorporated by reference to Exhibit 10.7 to the current reportCurrent Report on Form 8-K of Charter Communications, Inc. filed on May 24, 2016 (File No. 001-33664)).
10.8810.37
Joinder Agreement to Registration Rights Agreement, dated as of May 18, 2016, by and among CCO Safari II, LLC, CCH II, LLC, Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., CCO Holdings, LLC and the other guarantors party thereto (incorporated herein by reference to Exhibit 10.1 to the current report on Form 8-K of Charter Communications, Inc. filed May 24, 2016).
10.89
Joinder Agreement to Registration Rights Agreement, dated as of May 18, 2016, by CCO Holdings, LLC and CCO Holdings Capital Corp (incorporated herein by reference to Exhibit 10.2 to the current report on Form 8-K of Charter Communications, Inc. filed May 24, 2016).
10.90
Escrow Assumption Agreement, dated as of May 18, 2016, by and among CCO Safari III, LLC, Charter Communications Operating, LLC, Bank of America, N.A., as escrow administrative agent and Bank of America, N.A., as administrative agent (incorporated herein by reference to Exhibit 10.3 to the current report on Form 8-K of Charter Communications, Inc. filed May 24, 2016).
10.91
Amended and Restated Limited Liability Company Agreement of Charter Communications Holdings, LLC, dated as of May 18, 2016, by and among Charter Holdings, Charter, CCH II, LLC, Advance/Newhouse Partnership and the other party or parties thereto (incorporated by reference to Exhibit 10.1 to the current reportCurrent Report on Form 8-K of Charter Communications, Inc. filed on May 19, 2016 (File No. 001-33664)).
10.9210.38
Exchange Agreement, dated as of May 18, 2016, by and among Charter Holdings, Charter, Advance/Newhouse Partnership and the other party or parties thereto (incorporated by reference to Exhibit 10.2 to the current reportCurrent Report on Form 8-K of Charter Communications, Inc. filed on May 19, 2016 (File No. 001-33664)).
10.9310.39
Registration Rights Agreement, dated as of May 18, 2016, by and among Charter, Advance/Newhouse Partnership and Liberty Broadband (incorporated by reference to Exhibit 10.3 to the current reportCurrent Report on Form 8-K of Charter Communications, Inc. filed on May 19, 2016 (File No. 001-33664)).
10.9410.40
Tax Receivables Agreement, dated as of May 18, 2016, by and among Charter, Advance/Newhouse Partnership and the other party or parties thereto (incorporated by reference to Exhibit 10.4 to the current reportCurrent Report on Form 8-K of Charter Communications, Inc. filed on May 19, 2016 (File No. 001-33664)).
10.9510.41
Wireless Operational Cooperation Agreement dated as of May 5, 2017 between Charter Communications, Inc. and Comcast Corporation (incorporated by reference to Exhibit 10.1 to the current reportCurrent Report on Form 8-K filed by Charter Communications, Inc. on May 8, 2017 (File No. 001-33664)).

E- 7



10.42+
10.96+
Charter Communications, Inc. Executive Bonus Plan (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Charter Communications, Inc. filed on May 8, 2012 (File No. 001-33664)).
10.97+10.43+
Form of First Amended and Restated Indemnification Agreement (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of Charter Communications, Inc. filed on August 6, 2013 (File No. 001-33664)).
E-10


10.44+
Charter Communications, Inc. 2016 Executive Incentive Performance Plan (incorporated by reference to Appendix A to the proxy statement for the Charter Communications, Inc. 2016 Annual Meeting of Stockholders filed March 17, 2016 (File No. 001-33664)).
10.98+10.45+
Charter Communications, Inc. Amended and Restated 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K of Charter Communications, Inc. filed on May 19, 2016 (File No. 001-33664)).
10.99+10.46+
Amendment to the Charter Communications, Inc. Amended and Restated 2009 Stock Incentive Plan, dated as of October 25, 2016 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Charter Communications, Inc. filed on October 28, 2016 (File No. 001-33664)).
10.100+10.47+
Charter Communications, Inc.’s Amended and Restated Supplemental Deferred Compensation Plan, dated as of September 1, 2011(incorporated2011 (incorporated by reference to Exhibit 10.1 to the current reportCurrent Report on Form 8-K filed by Charter Communications, Inc. on September 2, 2011 (File No. 001-33664)).
10.101+10.48+
Form of Non-Qualified Time Vesting Stock Option Agreement dated April 26, 2011(incorporated2011 (incorporated by reference to Exhibit 10.3 to the quarterly reportQuarterly Report on Form 10-Q filed by Charter Communications, Inc. on August 2, 2011 (File No. 001-33664)).
10.102+10.49+
Form of Non-Qualified Price Vesting Stock Option Agreement dated April 26, 2011(incorporated2011 (incorporated by reference to Exhibit 10.2 to the quarterly reportQuarterly Report on Form 10-Q filed by Charter Communications, Inc. on August 2, 2011 (File No. 001-33664)).
10.103+10.50+
Form of Notice of LTIP Award Agreement Changes (RSU Awards) (incorporated by reference to Exhibit 10.3 to the current reportCurrent Report on Form 8-K filed by Charter Communications, inc.Inc. on January 22, 2014 (File No. 001-33664)).
10.104+10.51+
Form of Notice of LTIP Award Agreement Changes (Time-Vesting Option Awards) (incorporated by reference to Exhibit 10.4 to the current reportCurrent Report on Form 8-K filed by Charter Communications, Inc. on January 22, 2014 (File No. 001-33664)).
10.105+10.52+
Form of Notice of LTIP Award Agreement Changes (Restricted Stock Awards) (incorporated by reference to Exhibit 10.5 to the current reportCurrent Report on Form 8-K filed by Charter Communications, inc.Inc. on January 22, 2014 (File No. 001-33664)).
10.106+10.53+
Form of Notice of LTIP Award Agreement Changes (Performance-Vesting Option Awards) (incorporated by reference to Exhibit 10.6 to the current report Current Reporton Form 8-K filed by Charter Communications, Inc. on January 22, 2014 (File No. 001-33664)).
10.107+10.54+
Form of Stock Option Agreement dated January 15, 2014 (incorporated by reference to Exhibit 10.1 to the current reportCurrent Report on Form 8-K filed by Charter Communications, Inc. on January 22, 2014 (File No. 001-33664)).
10.108+10.55+
Form of Restricted Stock Unit Agreement dated January 15, 2014 (incorporated by reference to Exhibit 10.2 to the current reportCurrent Report on Form 8-K filed by Charter Communications, Inc. on January 22, 2014 (File No. 001-33664)).
10.109(a)+
Employment Agreement between Thomas Rutledge and Charter Communications, Inc., dated as of May 17, 2016 (incorporated by reference to Exhibit 10.5 to the current report on Form 8-K of Charter Communications, Inc. filed on May 19, 2016 (File No. 001-33664)).
10.109(b)+
Time-Vesting Stock Option Agreement dated as of December 19, 2011 by and between Charter Communications, Inc. and Thomas M. Rutledge (incorporated by reference to Exhibit 10.2 to the current report on Form 8-K filed by Charter Communications, Inc. on December 19, 2011 (File No. 001-33664)).
10.109(c)+
Performance-Vesting Stock Option Agreement dated as of December 19, 2011 by and between Charter Communications, Inc. and Thomas M. Rutledge (incorporated by reference to Exhibit 10.4 to the current report on Form 8-K filed by Charter Communications, Inc. on December 19, 2011 (File No. 001-33664)).
10.110(a)+
Employment Agreement dated effective as of November 2, 2016 by and between Charter Communications, Inc. and John Bickham (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Charter Communications, Inc. filed on November 3, 2016 (File No. 001-33664)).
10.110(b)+
Time-Vesting Stock Option Agreement dated as of April 30, 2012 by and between Charter Communications, Inc. and John Bickham (incorporated by reference to Exhibit 10.2 to the current report on Form 8-K filed by Charter Communications, Inc. on May 1, 2012 (File No. 001-33664)).
10.110(c)+
Performance-Vesting Stock Option Agreement dated as of April 30, 2012 by and between Charter Communications, Inc. and John Bickham (incorporated by reference to Exhibit 10.4 to the current report on Form 8-K filed by Charter Communications, Inc. on May 1, 2012 (File No. 001-33664)).
10.111+
Form of First Amended and Restated Indemnification Agreement (incorporated by reference to Exhibit 10.3 to the quarterly report on Form 10-Q of Charter Communications, Inc. filed on August 6, 2013 (File No. 001-33664)).
10.112+
Amendment to the Employment Agreement, dated as of February 11, 2016, by and between Charter Communications, Inc. and Thomas Rutledge (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed by Charter Communications, Inc. on February 12, 2016 (File No. 001-33664)).

E- 8



10.56+
10.113+
Time Warner Cable Inc. 2006 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.45 to TWC’s current report on Form 8-K dated February 13, 2007 and filed with the SEC on February 13, 2007).
10.114+
Time Warner Cable Inc. 2006 Stock Incentive Plan, as amended, effective March 12, 2009 (incorporated herein by reference to Exhibit 10.1 to TWC’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009).
10.115+
Time Warner Cable Inc. 2011 Stock Incentive Plan (incorporated herein by reference to Annex A to TWC’s definitive Proxy Statement dated April 6, 2011 and filed with the SEC on April 6, 2011).
10.116+
Form of Amendment to Nonqualified Stock Option Agreements Granted Under the Charter Communications, Inc. Amended and Restated 2009 Stock Incentive Plan, dated as of October 25, 2016 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Charter Communications, Inc. filed on October 28, 2016 (File No. 001-33664)).
10.117+10.57+
Employment Agreement dated effective as of November 2, 2016 by and between Charter Communications, Inc. and Christopher L. Winfrey (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Charter Communications, Inc. filed on November 3, 2016 (File No. 001-33664)).
10.118+
Employment Agreement dated effective as of November 2, 2016 by and between Charter Communications, Inc. and Jonathan Hargis (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of Charter Communications, Inc. filed on November 3, 2016 (File No. 001-33664)).
10.119+
Employment Agreement dated as of November 10, 2016 by and between Charter Communications, Inc. and David Ellen (incorporated by reference to Exhibit 10.101 to the Annual Report on Form 10-K of Charter Communications, Inc. filed on February 16, 2017 (File No. 001-33664)).
10.120+
Form of Performance-Vesting Stock Option Agreement granted to certain executive officers in 2016 under the Charter Communications, Inc. Amended and Restated 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.102 to the Annual Report on Form 10-K of Charter Communications, Inc. filed on February 16, 2017 (File No. 001-33664)).
10.121+10.58+
Form of Performance-Vesting Restricted Stock Unit Agreement granted to certain executive officers in 2016 under the Charter Communications, Inc. Amended and Restated 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.103 to the Annual Report on Form 10-K of Charter Communications, Inc. filed on February 16, 2017 (File No. 001-33664)).
10.12210.59+
Charter Communications, Inc. 2019 Stock Incentive Plan (incorporated by reference to Annex A to the proxy statement for the Charter Communications, Inc. 2019 Annual Meeting of Stockholders filed March 14, 2019 (File No. 001-33664)).
10.60+
Amendment to the Charter Communications, Inc. 2019 Stock Incentive Plan, dated as of January 28, 2020 (incorporated by reference to Exhibit 10.152 to the Annual Report on Form 10-K of Charter Communications, Inc. filed on January 31, 2020 (File No. 001-33664)).
10.61+
Form of Nonqualified Stock Option Agreement under the Charter Communications, Inc. 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Charter Communications, Inc. filed July 26, 2019 (File No. 001-33664)).
10.62+
Form of Restricted Stock Unit Agreement under the Charter Communications, Inc. 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of Charter Communications, Inc. filed July 26, 2019 (File No. 001-33664)).
E-11


10.63+
Form of Restricted Stock Agreement under the Charter Communications, Inc. 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to the Quarterly Reporton Form 10-Q of Charter Communications, Inc. filed July 26, 2019 (File No. 001-33664)).
10.64+
Time Warner Cable Inc. 2006 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.45 to TWC’s Current Report on Form 8-K dated February 13, 2007 and filed with the SEC on February 13, 2007).
10.65+
Time Warner Cable Inc. 2006 Stock Incentive Plan, as amended, effective March 12, 2009 (incorporated herein by reference to Exhibit 10.1 to TWC’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009).
10.66+
Time Warner Cable Inc. 2011 Stock Incentive Plan (incorporated herein by reference to Annex A to TWC’s definitive Proxy Statement dated April 6, 2011 and filed with the SEC on April 6, 2011).
10.67+
Amended and Restated Employment Agreement, dated as of September 20, 2022, by and between Charter Communications, Inc. and Thomas M. Rutledge (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on September 21, 2022 (File No. 001-33664)).
10.68(a)+
10.68(b)+
10.69+
Amended and Restated Employment Agreement, dated as of September 20, 2022, by and between Charter Communications, Inc. and Christopher L. Winfrey (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Charter Communications, Inc. on September 21, 2022 (File No. 001-33664)).
10.70+
Employment Agreement, dated as of September 20, 2022, by and between Charter Communications, Inc. and Richard J. DiGeronimo (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Charter Communications, Inc. on September 21, 2022 (File No. 001-33664)).
10.71(a)+
Employment Agreement, dated as of February 5, 2021, by and between Charter Communications, Inc. and Jessica Fischer (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Charter Communications, Inc. filed on October 19, 2021 (File No. 001-33664)).
10.71(b)+
10.72(a)+
10.72(b)+
10.73
Letter Agreement, dated as of December 23, 2016, between Charter Communications, Inc. and Advance/Newhouse Partnership (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of Charter Communications, Inc. filed on December 28, 2016 (File No. 001-33664)).
10.12310.74
Amendment to Letter Agreement, dated as of December 21, 2017, between Charter Communications, Inc. and Advance/Newhouse Partnership (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of Charter Communications, Inc. filed on December 22, 2017 (File No. 001-33664)).
12.1*10.75
ComputationLetter Agreement, dated as of RatioFebruary 23, 2021, between Charter Communications, Inc. and Liberty Broadband Corporation (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of Earnings to Fixed Charges.Charter Communications, Inc. filed on February 24, 2021 (File No. 001-33664)).
31.1*22.1*
Issuers and Guarantors of Guaranteed Securities and Affiliate Securites Pledged as Collateral.
23.1*
Consent of KPMG LLP.
31.1*
Certificate of Chief Executive Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Securities Exchange Act of 1934.
31.2*
Certificate of Chief Financial Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Securities Exchange Act of 1934.
32.1*
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).
32.2*
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).
E-12


101The following financial information from the Annual Report of CCO Holdings, LLC and CCO Holdings Capital Corp.'s Annual Report on Form 10-K for the year ended December 31, 2017,2022, filed with the SECSecurities and Exchange Commission on February 13, 2018,January 27, 2023, formatted in iXBRL (inline eXtensible Business Reporting Language:Language) includes: (i) the Consolidated Balance Sheets,Sheets; (ii) the Consolidated Statements of Operations,Operations; (iii) Consolidated Statements of Comprehensive Income, (iv)the Consolidated Statements of Changes in Member's Equity, (v)Equity; (iv) the Consolidated Statements of Cash Flows,Flows; and (vi) the Notes to the Consolidated Financial Statements.
104Cover page, formatted in iXBRL and contained in Exhibit 101.
_____________
*    Filed herewith.herewith
+    Management compensatory plan or arrangement

E- 9
E-13





INDEX TO FINANCIAL STATEMENTS

Page
Page
Audited Financial Statements
F-F- 2
Auditor Name: KPMG LLP
Auditor Location: St. Louis, MO
Auditor Firm ID: 185
F-F- 34
F-F- 45
F- 5
Consolidated Statements of Changes in Member'sMember’s Equity for the Years Ended December 31, 2017, 20162022, 2021 and 20152020
F-F- 6
F-F- 7
F-F- 8





F- 1F-1









Report of Independent Registered Public Accounting Firm



To the Manager and the Member of
CCO Holdings, LLC and CCO Holdings Capital Corp.:LLC:


Opinion on the Consolidated Financial Statements


We have audited the accompanying consolidated balance sheets of CCO Holdings, LLC and CCO Holdings Capital Corp. and subsidiaries (the Company) as of December 31, 20172022 and 2016,2021, the related consolidated statements of operations, comprehensive income,changes in member’s equity, and cash flows for each of the years in the three‑yearthree-year period ended December 31, 2017,2022, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20172022 and 2016,2021, and the results of its operations and its cash flows for each of the years in the three‑yearthree-year period ended December 31, 2017,2022, in conformity with U.S. generally accepted accounting principles.


Basis for Opinion


These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.


We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.



Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Testing of residential and commercial revenue

As discussed in Note 11 to the consolidated financial statements, the Company recorded residential and commercial revenue of $48.2 billion for the year ended December 31, 2022. This revenue is derived primarily from monthly subscription charges from its Internet, video, and voice services. Revenue is recognized as the services are provided to a customer on a monthly basis. The processing and recording of revenue are reliant upon multiple information technology (IT) systems.

We identified the evaluation of the sufficiency of audit evidence over residential and commercial revenue as a critical audit matter. Subjective auditor judgment was required in evaluating the sufficiency of audit evidence over residential and commercial revenue due to the volume of data and the number of accounting systems. Specifically, obtaining an understanding of the systems and processes used in the Company’s recognition of residential and commercial revenue and

F-2

evaluating the related internal controls required significant audit effort, including specialized skills and knowledge related to IT.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s residential and commercial revenue processes. This included manual and automated controls over the IT systems used for the processing and recording of residential and commercial revenue. We involved IT professionals with specialized skills and knowledge, who assisted in testing certain IT applications that are used by the Company in its recognition of residential and commercial revenue. We assessed recorded residential and commercial revenue by comparing the cash received related to residential and commercial revenue transactions during the year to the revenue recorded in the consolidated financial statements. We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed.


(signed) KPMG LLP



We have served as the Company’s auditor since 2003.


St. Louis, Missouri
February 13, 2018January 26, 2023







F- 2F-3



CCO HOLDINGS, LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in millions)

 December 31,
 2017 2016
ASSETS   
CURRENT ASSETS:   
Cash and cash equivalents$330
 $1,324
Accounts receivable, less allowance for doubtful accounts of   
$113 and $124, respectively1,611
 1,387
Prepaid expenses and other current assets243
 300
Total current assets2,184
 3,011
    
INVESTMENT IN CABLE PROPERTIES:   
Property, plant and equipment, net of accumulated   
depreciation of $18,049 and $11,085, respectively33,552
 32,718
Customer relationships, net11,951
 14,608
Franchises67,319
 67,316
Goodwill29,554
 29,509
Total investment in cable properties, net142,376
 144,151
    
OTHER NONCURRENT ASSETS1,133
 1,157
    
Total assets$145,693
 $148,319
    
LIABILITIES AND MEMBER'S EQUITY   
CURRENT LIABILITIES:   
Accounts payable and accrued liabilities$8,141
 $6,897
Payables to related party635
 621
Current portion of long-term debt2,045
 2,028
Total current liabilities10,821
 9,546
    
LONG-TERM DEBT68,186
 59,719
LOANS PAYABLE - RELATED PARTY888
 640
DEFERRED INCOME TAXES32
 25
OTHER LONG-TERM LIABILITIES2,184
 2,526
    
MEMBER'S EQUITY:   
Member's equity63,559
 75,845
Accumulated other comprehensive loss(1) (7)
Total CCO Holdings member's equity63,558
 75,838
Noncontrolling interests24
 25
Total member’s equity63,582
 75,863
    
Total liabilities and member’s equity$145,693
 $148,319


CCO HOLDINGS, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in millions)

 Year Ended December 31,
 2017 2016 2015
REVENUES$41,578
 $29,003
 $9,754
      
COSTS AND EXPENSES:     
Operating costs and expenses (exclusive of items shown separately below)26,560
 18,670
 6,426
Depreciation and amortization10,579
 6,902
 2,125
Other operating expenses, net444
 722
 89
 37,583
 26,294
 8,640
Income from operations3,995
 2,709
 1,114
      
OTHER EXPENSES:     
Interest expense, net(3,115) (2,123) (840)
Loss on extinguishment of debt(40) (111) (126)
Gain (loss) on financial instruments, net69
 89
 (4)
Other pension benefits1
 899
 —
Other expense, net(4) (3) —
 (3,089) (1,249) (970)
      
Income before income taxes906
 1,460
 144
Income tax benefit (expense)(23) (3) 210
Consolidated net income883
 1,457
 354
Less: Net income attributable to noncontrolling interests(1) (1) (46)
Net income attributable to CCO Holdings member$882
 $1,456
 $308



CCO HOLDINGS, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(dollars in millions)


December 31,
20222021
ASSETS
CURRENT ASSETS:
Cash and cash equivalents$392 $321 
Accounts receivable, less allowance for doubtful accounts of $219 and $157, respectively2,869 2,539 
Prepaid expenses and other current assets402 341 
Total current assets3,663 3,201 
INVESTMENT IN CABLE PROPERTIES:
Property, plant and equipment, net of accumulated depreciation of $36,035 and $34,108, respectively35,147 33,327 
Customer relationships, net2,772 4,060 
Franchises67,363 67,346 
Goodwill29,563 29,562 
Total investment in cable properties, net134,845 134,295 
OTHER NONCURRENT ASSETS4,259 3,215 
Total assets$142,767 $140,711 
LIABILITIES AND MEMBER’S EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities$9,735 $8,771 
Payables to related party11 1 
Current portion of long-term debt1,510 2,997 
Total current liabilities11,256 11,769 
LONG-TERM DEBT96,093 88,564 
LOANS PAYABLE - RELATED PARTY1 1,027 
DEFERRED INCOME TAXES54 57 
OTHER LONG-TERM LIABILITIES3,470 3,067 
MEMBER’S EQUITY:
CCO Holdings member's equity31,868 36,203 
Noncontrolling interests25 24 
Total member’s equity31,893 36,227 
Total liabilities and member’s equity$142,767 $140,711 

The accompanying notes are an integral part of these consolidated financial statements.
F-4
 Year Ended December 31,
 2017 2016 2015
Consolidated net income$883
 $1,457
 $354
Net impact of interest rate derivative instruments5
 8
 9
Foreign currency translation adjustment1
 (2) —
Consolidated comprehensive income889
 1,463
 363
Less: Comprehensive income attributable to noncontrolling interests(1) (1) (46)
Comprehensive income attributable to CCO Holdings member$888
 $1,462
 $317




CCO HOLDINGS, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in millions)

Year Ended December 31,
202220212020
REVENUES$54,020 $51,674 $48,088 
COSTS AND EXPENSES:
Operating costs and expenses (exclusive of items shown separately below)32,977 31,566 30,038 
Depreciation and amortization8,874 9,321 9,685 
Other operating expenses, net287 306 67 
42,138 41,193 39,790 
Income from operations11,882 10,481 8,298 
OTHER INCOME (EXPENSES):
Interest expense, net(4,533)(4,023)(3,866)
Other income (expenses), net5 (104)(237)
(4,528)(4,127)(4,103)
Income before income taxes7,354 6,354 4,195 
Income tax expense(47)(41)(29)
Consolidated net income7,307 6,313 4,166 
Less: Net income attributable to noncontrolling interests(2)(2)(1)
Net income attributable to CCO Holdings$7,305 $6,311 $4,165 

The accompanying notes are an integral part of these consolidated financial statements.
F-5

CCO HOLDINGS, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBER'SMEMBER’S EQUITY
(dollars in millions)

CCO Holdings Member’s EquityNoncontrolling InterestsTotal Member’s Equity
BALANCE, December 31, 2019$55,266 $23 $55,289 
Consolidated net income4,165 1 4,166 
Stock compensation expense351 — 351 
Contributions from parent51 — 51 
Distributions to parent(12,648)— (12,648)
Distributions to noncontrolling interest— (1)(1)
BALANCE, December 31, 202047,185 23 47,208 
Consolidated net income6,311 2 6,313 
Stock compensation expense430 — 430 
Contributions from parent2 — 2 
Distributions to parent(17,725)— (17,725)
Distributions to noncontrolling interest— (1)(1)
BALANCE, December 31, 202136,203 24 36,227 
Consolidated net income7,305 2 7,307 
Stock compensation expense470 — 470 
Contributions from parent855 — 855 
Distributions to parent(12,965)— (12,965)
Distributions to noncontrolling interest— (1)(1)
BALANCE, December 31, 2022$31,868 $25 $31,893 

The accompanying notes are an integral part of these consolidated financial statements.
F-6
 Member's EquityAccumulated Other Comprehensive LossTotal CCO Holdings Member's EquityNon-controlling InterestsTotal Member's Equity
BALANCE, December 31, 2014$534
$(22)$512
$436
$948
Net income308
—
308
46
354
Stock compensation expense78
—
78
—
78
Distributions to parent(82)—
(82)—
(82)
Contributions from parent15
—
15
—
15
Cancellation of the CC VIII, LLC preferred interest482
—
482
(482)—
Changes in accumulated other comprehensive loss, net—
9
9
—
9
BALANCE, December 31, 20151,335
(13)1,322
—
1,322
Net income1,456
—
1,456
1
1,457
Stock compensation expense244
—
244
—
244
Accelerated vesting of equity awards248
—
248
—
248
Distributions to parent(4,546)—
(4,546)—
(4,546)
Contributions from parent478
—
478
—
478
Contributions of net assets acquired in the TWC Transaction87,676
—
87,676
—
87,676
Contributions of net assets acquired in the Bright House Transaction12,156
—
12,156
—
12,156
Merger of parent companies and the Safari Escrow Entities(23,202)—
(23,202)—
(23,202)
Contribution of noncontrolling interests—
—
—
24
24
Changes in accumulated other comprehensive loss, net—
6
6
—
6
BALANCE, December 31, 201675,845
(7)75,838
25
75,863
Net income882
—
882
1
883
Stock compensation expense261
—
261
—
261
Accelerated vesting of equity awards49
—
49
—
49
Distributions to parent(13,488)—
(13,488)—
(13,488)
Contributions from parent10
—
10
—
10
Distributions to noncontrolling interest—
—
—
(2)(2)
Changes in accumulated other comprehensive loss, net—
6
6
—
6
BALANCE, December 31, 2017$63,559
$(1)$63,558
$24
$63,582



CCO HOLDINGS, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in millions)
Year Ended December 31,
202220212020
CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net income$7,307 $6,313 $4,166 
Adjustments to reconcile consolidated net income to net cash flows from operating activities:
Depreciation and amortization8,874 9,321 9,685 
Stock compensation expense470 430 351 
Noncash interest income, net(35)(34)(45)
Deferred income taxes(3)5 (3)
Other, net80 149 196 
Changes in operating assets and liabilities, net of effects from acquisitions and dispositions:
Accounts receivable(330)(31)(63)
Prepaid expenses and other assets(199)(163)(37)
Accounts payable, accrued liabilities and other(68)246 333 
Receivables from and payables to related party35 (76)(120)
Net cash flows from operating activities16,131 16,160 14,463 
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment(9,376)(7,608)(7,415)
Change in accrued expenses related to capital expenditures553 80 (77)
Purchases of wireless spectrum licenses— — (464)
Other, net(323)13 (4)
Net cash flows from investing activities(9,146)(7,515)(7,960)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt25,643 20,976 15,754 
Repayments of long-term debt(19,311)(12,146)(12,094)
Borrowings (repayments) of loans payable - related parties, net(1,043)1 1 
Payments for debt issuance costs(71)(102)(125)
Contributions from parent855 2 51 
Distributions to parent(12,965)(17,725)(12,648)
Distributions to noncontrolling interest(1)(1)(1)
Other, net(21)(39)20 
Net cash flows from financing activities(6,914)(9,034)(9,042)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS71 (389)(2,539)
CASH AND CASH EQUIVALENTS, beginning of period321 710 3,249 
CASH AND CASH EQUIVALENTS, end of period$392 $321 $710 
CASH PAID FOR INTEREST$4,481 $4,022 $3,858 
CASH PAID FOR TAXES$37 $34 $36 

The accompanying notes are an integral part of these consolidated financial statements.
F-7
 Year Ended December 31,
 2017 2016 2015
CASH FLOWS FROM OPERATING ACTIVITIES:     
Consolidated net income$883
 $1,457
 $354
Adjustments to reconcile consolidated net income to net cash flows from operating activities:     
Depreciation and amortization10,579
 6,902
 2,125
Stock compensation expense261
 244
 78
Accelerated vesting of equity awards49
 248
 —
Noncash interest (income) expense(371) (256) 28
Other pension benefits(1) (899) —
Loss on extinguishment of debt40
 111
 126
(Gain) loss on financial instruments, net(69) (89) 4
Deferred income taxes7
 6
 (214)
Other, net105
 (2) 4
Changes in operating assets and liabilities, net of effects from acquisitions and dispositions:     
Accounts receivable(115) (161) 10
Prepaid expenses and other assets118
 141
 (5)
Accounts payable, accrued liabilities and other77
 940
 (14)
Receivables from and payables to related party, including deferred management fees45
 123
 61
Net cash flows from operating activities11,608
 8,765
 2,557
      
CASH FLOWS FROM INVESTING ACTIVITIES:     
Purchases of property, plant and equipment(8,681) (5,325) (1,840)
Change in accrued expenses related to capital expenditures820
 603
 28
Purchases of cable systems, net(9) (7) —
Change in restricted cash and cash equivalents—
 —
 3,514
Other, net(123) (22) (12)
Net cash flows from investing activities(7,993) (4,751) 1,690
      
CASH FLOWS FROM FINANCING ACTIVITIES:     
Borrowings of long-term debt25,276
 12,344
 4,255
Repayments of long-term debt(16,507) (10,521) (7,826)
Borrowings (repayments) of loans payable - related parties234
 (253) (581)
Payments for debt issuance costs(111) (284) (24)
Contributions from parent—
 478
 15
Distributions to parent(13,488) (4,546) (82)
Distributions to noncontrolling interest(2) —
 —
Proceeds from termination of interest rate derivatives—
 88
 —
Other, net(11) (1) 1
Net cash flows from financing activities(4,609) (2,695) (4,242)
      
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS(994) 1,319
 5
CASH AND CASH EQUIVALENTS, beginning of period1,324
 5
 —
CASH AND CASH EQUIVALENTS, end of period$330
 $1,324
 $5
      
CASH PAID FOR INTEREST$3,421
 $2,200
 $841
CASH PAID FOR TAXES$22
 $3
 $1



CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 20162022, 2021 AND 20152020
(dollars in millions, except where indicated)



1.    Organization and Basis of Presentation


Organization


CCO Holdings, LLC (together with its subsidiaries, “CCO Holdings,” or the “Company”) is the second largest cable operator in the United States and a leading broadband communicationsconnectivity company providing video, Internet and voice services tocable operator. Over an advanced high-capacity, two-way telecommunications network, the Company offers a full range of state-of-the-art residential and business customers. In addition,services including Spectrum Internet®, TV, Mobile and Voice. For small and medium-sized companies, Spectrum Business® delivers the Company sells videosame suite of broadband products and onlineservices coupled with special features and applications to enhance productivity, while for larger businesses and government entities, Spectrum Enterprise™ provides highly customized, fiber-based solutions. Spectrum Reach® delivers tailored advertising inventory to local, regional and national advertising customers and fiber-delivered communications and managed information technology solutions to larger enterprise customers.production for the modern media landscape. The Company also ownsdistributes award-winning news coverage and operates regional sports networks and local sports, news and lifestyle channels and sells security and home management servicesprogramming to the residential marketplace.its customers through Spectrum Networks.


CCO Holdings is a holding company whose principal assets are the equity interests in its operating subsidiaries. CCO Holdings is a direct subsidiary of CCH I Holdings, LLC, (“CCH I”), which is an indirect subsidiary of Charter Communications, Inc. (“Charter”), Charter Communications Holdings, LLC (“Charter Holdings”) and Spectrum Management Holding Company, LLC (“Spectrum Management”). All of the outstanding capital stock of CCO Holdings Capital Corp. is owned by CCO Holdings. The consolidated financial statements include the accounts of CCO Holdings and all of its subsidiaries where the underlying operations reside. All significant intercompany accounts and transactions among consolidated entities have been eliminated. Charter, Charter Holdings and Spectrum Management have performed financing, cash management, treasury and other services for CCO Holdings on a centralized basis. Changes in member’s equity in the consolidated balance sheets related to these activities have been considered cash receipts (contributions) and payments (distributions) for purposes of the consolidated statements of cash flows and are reflected in financing activities.


Basis of Presentation


The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”).


The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions 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 revenues and expenses during the reporting period. Areas involving significant judgments and estimates include capitalization of labor and overhead costs; depreciationcosts, pension benefits and amortization costs; purchase accounting valuations of assets and liabilities including, but not limited to, property, plant and equipment, intangibles and goodwill; pension benefits; income taxes; contingencies and programming expense.taxes. Actual results could differ from those estimates.

Certain prior period amounts have been reclassified to conform with the 20172022 presentation.


Comprehensive income equaled net income attributable to CCO Holdings member for the years ended December 31, 2022, 2021 and 2020.

2.    Summary of Significant Accounting Policies


Information on other accounting policies and methods that the Company uses in the preparation of its consolidated financial statements are included, where applicable, in their respective footnotes. Below is a discussion of accounting policies and methods used in the Company's consolidated financial statements that are not presented within other footnotes.

Consolidation


The accompanying consolidated financial statements include the accounts of CCO Holdings and all entities in which CCO Holdings has a controlling interest. The noncontrolling interest on the Company’s balance sheet represents the third-party interest in CV of Viera, LLP, the Company's consolidated joint venture in a small cable system in Florida. See Note 7. All significant inter-companyintercompany accounts and transactions among consolidated entities have been eliminated in consolidation.


Cash and Cash Equivalents


The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. These investments are carried at cost, which approximates market value.  Cash and cash equivalents consist primarily of money market funds.  

Property, Plant and Equipment

Additions to property, plant and equipment are recorded at cost, including all material, labor and certain indirect costs associated with the construction of cable transmission and distribution facilities. While the Company’s capitalization is based on specific



F- 8F-8


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 20162022, 2021 AND 20152020
(dollars in millions, except where indicated)


activities, once capitalized, costs are tracked on a composite basis by fixed asset category at the cable system level and not on a specific asset basis. For assets that are sold or retired, the estimated historical cost and related accumulated depreciation is removed. Costs associated with the initial placement of the customer drop to the dwelling and the initial placement of outlets within a dwelling along with the costs associated with the initial deployment of customer premise equipment necessary to provide video, Internet or voice services are capitalized.  Costs capitalized include materials, direct labor and certain indirect costs.  Indirect costs are associated with the activities of the Company’s personnel who assist in installation activities and consist of compensation and other costs associated with these support functions. Indirect costs primarily include employee benefits and payroll taxes, vehicle and occupancy costs, and the costs of sales and dispatch personnel associated with capitalizable activities. The costs of disconnecting service and removing customer premise equipment from a dwelling and the costs to reconnect a customer drop or to redeploy previously installed customer premise equipment are charged to operating expense as incurred.  Costs for repairs and maintenance are charged to operating expense as incurred, while plant and equipment replacement, including replacement of certain components, betterments, including replacement of cable drops and outlets, are capitalized.

Depreciation is recorded using the straight-line composite method over management’s estimate of the useful lives of the related assets as follows:

Cable distribution systems8-20 years
Customer premise equipment and installations3-8 years
Vehicles and equipment4-9 years
Buildings and improvements15-40 years
Furniture, fixtures and equipment7-10 years

Asset Retirement Obligations

Certain of the Company’s franchise agreements and leases contain provisions requiring the Company to restore facilities or remove equipment in the event that the franchise or lease agreement is not renewed. The Company expects to continually renew its franchise agreements and therefore cannot reasonably estimate any liabilities associated with such agreements. A remote possibility exists that franchise agreements could be terminated unexpectedly, which could result in the Company incurring significant expense in complying with restoration or removal provisions. The Company does not have any significant liabilities related to asset retirements recorded in its consolidated financial statements.

Valuation of Long-Lived Assets


The Company evaluates the recoverability of long-lived assets (e.g., property, plant and equipment and finite-lived intangible assets) to be held and used when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Such events or changes in circumstances could include such factors as impairment of the Company’s indefinite life assets, changes in technological advances, fluctuations in the fair value of such assets, adverse changes in relationships with local franchise authorities, adverse changes in market conditions or a deterioration of current or expected future operating results. If a review indicates that the carrying value of such asset is not recoverable from estimated undiscounted cash flows, the carrying value of such asset is reduced to its estimated fair value. While the Company believes that its estimates of future cash flows are reasonable, different assumptions regarding such cash flows could materially affect its evaluations of asset recoverability. No impairments of long-lived assets to be held and usedfor use were recorded in 2017, 20162022, 2021 and 20152020. For non-strategic long-lived assets held for sale, the Company recorded impairments of approximately $36 million during the year ended December 31, 2021 to other operating expenses, net (see Note 13).


Other Noncurrent AssetsFair Value Measurements


Other noncurrentAccounting guidanceestablishes a three-level hierarchy for disclosure of fair value measurements, based on the transparency of inputs to the valuation of an asset or liability as of the measurement date, as follows:

•Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets primarilyor liabilities in active markets.
•Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
•Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company estimates the fair value of its financial instruments using available market information or other appropriate valuation methodologies. Considerable judgment, however, is required in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented in the accompanying consolidated financial statements are not necessarily indicative of the amounts the Company would realize in a current market exchange.

The Company’s nonfinancial assets such as equity-method investments, right-of-entry costsfranchises, property, plant, and equipment, and other intangible assets. The Company accounts for its investments in less than majority owned investees under either the equity or cost method. The Company applies the equity method to investments when it has the ability to exercise significant influence over the operating and financial policies of the investee. The Company’s share of the investee’s earnings (losses) is included in other expense, net in the consolidated statements of operations. The Company monitors its investments for indicators that a decrease in investment value has occurred that is other than temporary. If it has been determined that an investment has sustained an other than temporary decline in value, the investment is written down to fair value with a charge to earnings. Investments acquiredassets are not measured at fair value utilizing the acquisition method of accounting. The difference between theon a recurring basis; however, they are subject to fair value adjustments in certain circumstances, such as when there is evidence that an impairment may exist.  When such impairments are recorded, fair values are generally classified within Level 3 of the valuation hierarchy.

The carrying amounts of cash and cash equivalents, receivables, payables and other current assets and liabilities approximate fair value because of the short maturity of those instruments.

Government Assistance

The Company's government assistance during the year ending December 31, 2022 primarily consists of federal subsidies from the Rural Development Opportunity Fund (“RDOF”) and state broadband grants primarily funded by the American Rescue Plan Act of 2021 (“ARPA”). The Company was a winning bidder in phase I of the RDOF auction of approximately $1.2 billion in federal subsidies to be received monthly over ten years to deploy and operate broadband services to unserved communities to more than one million estimated passings. For accounting purposes, RDOF subsidies are recorded as other revenue since the primary conditions for the receipt of the subsidies are the build out and operation of the broadband network over the ten years. During the year ended December 31, 2022, other revenues included approximately $107 million of RDOF subsidy revenue. The Company has also been awarded broadband grants to construct broadband infrastructure to unserved and underserved communities by various state and local governments. For accounting purposes state broadband grants are recorded as a reduction to property, plant and equipment, since the primary conditions for these grants are to build out the broadband network. During the year ended December 31, 2022, the amount of underlying equitystate broadband grants recorded in net assets for most equity method investments is due to previously unrecognized intangible assets at the investee. These amounts are amortized as a component

consolidated financial statements was not material.


F- 9F-9


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 20162022, 2021 AND 20152020
(dollars in millions, except where indicated)


of equity earnings (losses), recorded within other expense, net over the estimated useful life of the asset. Right-of-entry costs represent upfront costs incurred related to agreements entered into with multiple dwelling units (“MDUs”) including landlords, real estate companies or owners to gain access to a building in order to market and service customers who reside in the building. Right-of-entry costs are deferred and amortized to amortization expense over the term of the agreement.

Revenue Recognition

Revenues from residential and commercial video, Internet and voice services are recognized when the related services are provided. Advertising sales are recognized at estimated realizable values in the period that the advertisements are broadcast. In some cases, the Company coordinates the advertising sales efforts of other cable operators in a certain market and remits amounts received from customers less an agreed-upon percentage to such cable operator. For those arrangements in which the Company acts as a principal, the Company records the revenues earned from the advertising customer on a gross basis and the amount remitted to the cable operator as an operating expense.

Fees imposed on the Company by various governmental authorities are passed through on a monthly basis to the Company’s customers and are periodically remitted to authorities. Fees of $961 million, $711 million and $255 million for the years ended December 31, 2017, 2016 and 2015, respectively, are reported in video, voice and commercial revenues, on a gross basis with a corresponding operating expense because the Company is acting as a principal. Other taxes, such as sales taxes imposed on the Company’s customers, collected and remitted to state and local authorities, are recorded on a net basis because the Company is acting as an agent in such situation.

The Company’s revenues by product line are as follows:

 Year Ended December 31,
 2017 2016 2015
      
Video$16,641
 $11,967
 $4,587
Internet14,105
 9,272
 3,003
Voice2,542
 2,005
 539
Residential revenue33,288
 23,244
 8,129
      
Small and medium business3,686
 2,480
 764
Enterprise2,210
 1,429
 363
Commercial revenue5,896
 3,909
 1,127
      
Advertising sales1,510
 1,235
 309
Other884
 615
 189
 $41,578
 $29,003
 $9,754

Programming Costs

The Company has various contracts to obtain video programming from vendors whose compensation is typically based on a flat fee per customer. The cost of the right to exhibit network programming under such arrangements is recorded in operating expenses in the month the programming is available for exhibition. Programming costs are paid each month based on calculations performed by the Company and are subject to periodic audits performed by the programmers. Certain programming contracts contain cash and non-cash consideration from the programmers. If consideration received does not relate to a separate product or service, the Company recognizes the consideration on a straight-line basis over the life of the programming agreement as a reduction of programming expense. Programming costs included in the statements of operations were $10.6 billion, $7.0 billion and $2.7 billion for the years ended December 31, 2017, 2016 and 2015, respectively.



F- 10

CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except where indicated)

Advertising Costs


Advertising costs associated with marketing the Company’s products and services are generally expensed as costs are incurred.


Multiple-Element TransactionsSegments

In the normal course of business, the Company enters into multiple-element transactions where it is simultaneously both a customer and a vendor with the same counterparty or in which it purchases multiple products and/or services, or settles outstanding items contemporaneous with the purchase of a product or service from a single counterparty. Transactions, although negotiated contemporaneously, may be documented in one or more contracts. The Company’s policy for accounting for each transaction negotiated contemporaneously is to record each element of the transaction based on the respective estimated fair values of the products or services purchased and the products or services sold. In determining the fair value of the respective elements, the Company refers to quoted market prices (where available), historical transactions or comparable cash transactions. Cash consideration received from a vendor is recorded as a reduction in the price of the vendor’s product unless (i) the consideration is for the reimbursement of a specific, incremental, identifiable cost incurred, in which case the cash consideration received would be recorded as a reduction in such cost (e.g., marketing costs), or (ii) an identifiable benefit in exchange for the consideration is provided, in which case revenue would be recognized for this element.

Stock-Based Compensation

Restricted stock, restricted stock units, stock options as well as equity awards with market conditions are measured at the grant date fair value and amortized to stock compensation expense over the requisite service period. The fair value of options is estimated on the date of grant using the Black-Scholes option-pricing model and the fair value of equity awards with market conditions is estimated on the date of grant using Monte Carlo simulations. The grant date weighted average assumptions used during the years ended December 31, 2017, 2016 and 2015, respectively, were: risk-free interest rate of 1.8%, 1.7% and 1.5%; expected volatility of 25.0%, 25.4% and 34.7%; and expected lives of 4.6 years, 1.3 years and 6.5 years. Weighted average assumptions for 2016 include the assumptions used for the converted TWC awards (see Note 15). The Company’s volatility assumptions represent management’s best estimate and were based on historical volatility of Legacy Charter and Legacy TWC. See Note 3. Expected lives were estimated using historical exercise data.  The valuations assume no dividends are paid.

Pension Plans

The Company sponsors the TWC Pension Plan, TWC Union Pension Plan and TWC Excess Pension Plan (as defined in Note 19). Pension benefits are based on formulas that reflect the employees’ years of service and compensation during their employment period. Actuarial gains or losses are changes in the amount of either the benefit obligation or the fair value of plan assets resulting from experience different from that assumed or from changes in assumptions. The Company has elected to follow a mark-to-market pension accounting policy for recording the actuarial gains or losses annually during the fourth quarter, or earlier if a remeasurement event occurs during an interim period.

Income Taxes

CCO Holdings is a single member limited liability company not subject to income tax. CCO Holdings holds all operations through indirect subsidiaries. The majority of these indirect subsidiaries are limited liability companies that are not subject to income tax. Certain indirect subsidiaries that are required to file separate returns are subject to federal and state tax. CCO Holdings’ tax provision reflects the tax provision of the entities required to file separate returns. The Company recognizes deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of these indirect subsidiaries' assets and liabilities and expected benefits of utilizing loss carryforwards. The impact on deferred taxes of changes in tax rates and tax law, if any, applied to the years during which temporary differences are expected to be settled, are reflected in the consolidated financial statements in the period of enactment. See Note 16.

Charter, the Company’s indirect parent company, is subject to income taxes. Accordingly, in addition to the Company’s deferred tax liabilities, Charter has recorded net deferred tax liabilities of approximately $17.3 billion and $26.7 billion as December 31, 2017 and 2016, respectively, related to their investment in Charter Holdings, net of loss carryforwards, which is not reflected at the Company.



F- 11

CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except where indicated)

Segments


The Company’s operations are managed and reported to its Chief Executive Officer (“CEO”), the Company’s chief operating decision maker, on a consolidated basis. The CEO assesses performance and allocates resources based on the consolidated results of operations. Under this organizational and reporting structure, the Company has one reportable segment, cable services.segment.


3.    Mergers and Acquisitions

The Transactions

On May 18, 2016, the transactions contemplated by the Agreement and Plan of Mergers dated as of May 23, 2015 (the “Merger Agreement”), by and among Time Warner Cable Inc. (“Legacy TWC”), Charter Communications, Inc. prior to the closing of the Merger Agreement (“Legacy Charter”), CCH I, LLC, previously a wholly owned subsidiary of Legacy Charter and certain other subsidiaries of CCH I, LLC were completed (the “TWC Transaction,” and together with the Bright House Transaction described below, the “Transactions”). As a result of the TWC Transaction, CCH I, LLC became the new public parent company that holds the operations of the combined companies and was renamed Charter Communications, Inc. As of the date of completion of the Transactions, the total value of the TWC Transaction was approximately $85 billion, including cash, equity and Legacy TWC assumed debt.

Also, on May 18, 2016, Legacy Charter and Advance/Newhouse Partnership (“A/N”), the former parent of Bright House Networks, LLC (“Legacy Bright House”), completed their previously announced transaction, pursuant to a definitive Contribution Agreement (the “Contribution Agreement”), under which Charter acquired Legacy Bright House (the “Bright House Transaction”) for approximately $12.2 billion consisting of cash and convertible preferred units of Charter Holdings and common units of Charter Holdings. Pursuant to the Bright House Transaction, Charter became the owner of the membership interests in Legacy Bright House and the other assets primarily related to Legacy Bright House (other than certain excluded assets and liabilities and non-operating cash).

In connection with the TWC Transaction, Liberty Broadband purchased shares of Charter Class A common stock to partially finance the cash portion of the TWC Transaction consideration, and in connection with the Bright House Transaction, Liberty Broadband purchased shares of Charter Class A common stock (the “Liberty Transaction”).

Acquisition Accounting

Charter applied acquisition accounting to the Transactions. The total purchase price was allocated to the identifiable tangible and intangible assets acquired and the liabilities assumed based on their estimated fair values. The fair values were primarily based on third-party valuations using assumptions developed by management and other information compiled by management including, but not limited to, future expected cash flows. The excess of the purchase price over those fair values was recorded as goodwill.



F- 12

CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except where indicated)

The tables below present the final allocation of the purchase price to the assets acquired and liabilities assumed in the Transactions.

TWC Allocation of Purchase Price

Cash and cash equivalents$1,058
Current assets1,417
Property, plant and equipment21,413
Customer relationships13,460
Franchises54,085
Goodwill28,337
Other noncurrent assets1,040
Accounts payable and accrued liabilities(4,107)
Debt(24,900)
Deferred income taxes(28,120)
Other long-term liabilities(3,162)
Noncontrolling interests(4)
 $60,517

Subsequent to December 31, 2016 and through the end of the measurement period, Charter made adjustments to the fair value of certain assets acquired and liabilities assumed in the TWC Transaction, including a decrease to working capital of $73 million and a decrease of $28 million to deferred income tax liabilities, resulting in a net increase of $45 million to goodwill.

Bright House Allocation of Purchase Price

Current assets$131
Property, plant and equipment2,884
Customer relationships2,150
Franchises7,225
Goodwill44
Other noncurrent assets86
Accounts payable and accrued liabilities(330)
Other long-term liabilities(12)
Noncontrolling interests(22)
 $12,156

In connection with the Transactions, subsidiaries of Charter contributed down to the Company the net assets and liabilities of Legacy TWC and Legacy Bright House except for the deferred tax liabilities of Charter, as noted above, and net assets of approximately $1.0 billion primarily comprised of cash and cash equivalents used as a source for the cash portion of the TWC purchase price.



F- 13

CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except where indicated)

Selected Pro Forma Financial Information

The following unaudited pro forma financial information of the Company is based on the historical consolidated financial statements of Legacy Charter, Legacy TWC and Legacy Bright House and is intended to provide information about how the Transactions and related financing may have affected the Company’s historical consolidated financial statements if they had closed as of January 1, 2015. The pro forma financial information below is based on available information and assumptions that the Company believes are reasonable. The pro forma financial information is for illustrative and informational purposes only and is not intended to represent or be indicative of what the Company’s financial condition or results of operations would have been had the transactions described above occurred on the date indicated. The pro forma financial information also should not be considered representative of the Company’s future financial condition or results of operations.

 Year Ended December 31,
 2016 2015
Revenues$40,023
 $37,394
Net income attributable to CCO Holdings member$1,890
 $608

4.    Allowance for Doubtful Accounts

Activity in the allowance for doubtful accounts is summarized as follows for the years presented:

 Year Ended December 31,
 2017 2016 2015
Balance, beginning of period$124
 $21
 $22
Charged to expense469
 328
 135
Uncollected balances written off, net of recoveries(480) (225) (136)
Balance, end of period$113
 $124
 $21

5.    Property, Plant and Equipment


Property,Additions to property, plant and equipment consistsare recorded at cost, including all material, labor and certain indirect costs associated with the construction of cable transmission and distribution facilities. While the Company’s capitalization is based on specific activities, once capitalized, costs are tracked on a composite basis by fixed asset category at the cable system level and not on a specific asset basis. For assets that are sold or retired, the estimated historical cost and related accumulated depreciation is removed. Costs associated with the placement of the followingcustomer drop to the dwelling and the placement of outlets within a dwelling along with the costs associated with the deployment of new customer premise equipment necessary to provide video, Internet or voice services are capitalized.  Costs capitalized include materials, direct labor and overhead costs.  The Company capitalizes direct labor and overhead using standards developed from actual costs and applicable operational data. The Company calculates standards annually (or more frequently if circumstances dictate) for items such as the labor rates, overhead rates, and the actual amount of December 31, 2017time required to perform a capitalizable activity. Overhead costs are associated with the activities of the Company’s personnel and 2016:consist of compensation and other indirect costs associated with support functions. Indirect costs primarily include employee benefits and payroll taxes, and vehicle and occupancy costs. The costs of disconnecting service and removing customer premise equipment from a dwelling and the costs to reconnect a customer drop or to redeploy previously installed customer premise equipment are charged to operating expense as incurred.  Costs for repairs and maintenance are charged to operating expense as incurred, while plant and equipment replacement, including replacement of certain components, betterments, including replacement of cable drops and outlets, are capitalized.


Depreciation is recorded using the straight-line composite method over management’s estimate of the useful lives of the related assets as follows:
  December 31,
  2017 2016
Cable distribution systems $26,104
 $23,314
Customer premise equipment and installations 15,909
 12,867
Vehicles and equipment 1,477
 1,187
Buildings and improvements 3,564
 3,194
Furniture, fixtures and equipment 4,547
 3,241
  51,601
 43,803
Less: accumulated depreciation (18,049) (11,085)
  $33,552
 $32,718


Cable distribution systems6-22 years
Customer premise equipment and installations3-8 years
Vehicles and equipment6-21 years
Buildings and improvements8-40 years
Furniture, fixtures and equipment2-10 years

The Company periodically evaluates the estimated useful lives used to depreciate its assets and the estimated amount of assets that will be abandoned or have minimal use in the future. A significant change in assumptions about the extent or timing of future asset retirements, or in the Company’s use of new technology and upgrade programs, could materially affect future depreciation expense.

Depreciation expense for the years ended December 31, 2017, 20162022, 2021 and 20152020 was $7.8$7.5 billion,, $5.0 $7.7 billion,, and $1.9$7.8 billion,, respectively.



F- 14F-10


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 20162022, 2021 AND 20152020
(dollars in millions, except where indicated)



Property, plant and equipment consists of the following as of December 31, 2022 and 2021:

6.
December 31,
20222021
Cable distribution systems$38,606 $35,907 
Customer premise equipment and installations18,196 17,893 
Vehicles and equipment2,006 1,957 
Buildings and improvements4,874 4,663 
Furniture, fixtures and equipment7,500 7,015 
71,182 67,435 
Less: accumulated depreciation(36,035)(34,108)
$35,147 $33,327 

Certain of the Company’s franchise agreements and leases contain provisions requiring the Company to restore facilities or remove equipment in the event that the franchise or lease agreement is not renewed. The Company expects to continually renew its franchise agreements and therefore cannot reasonably estimate any liabilities associated with such agreements. A remote possibility exists that franchise agreements could be terminated unexpectedly, which could result in the Company incurring significant expense in complying with restoration or removal provisions. The Company does not have any significant liabilities related to asset retirements recorded in its consolidated financial statements.

4.    Franchises, Goodwill and Other Intangible Assets


Franchise rights represent the value attributed to agreements or authorizations with local and state authorities that allow access to homes in cable service areas. For valuation purposes, they are defined as the future economic benefits of the right to solicit and service potential customers (customer marketing rights), and the right to deploy and market new services to potential customers (service marketing rights).


Management estimates the fair value of franchise rights at the date of acquisition and determines if the franchise has a finite life or an indefinite life. The Company has concluded that all of its franchises qualify for indefinite life treatment given that there are no legal, regulatory, contractual, competitive, economic or other factors which limit the period over which these rights will contribute to the Company's cash flows. The Company reassesses this determination periodically or whenever events or substantive changes in circumstances occur.


All franchises are tested for impairment annually or more frequently as warranted by events or changes in circumstances. Franchise assets are aggregated into essentially inseparable units of accounting to conduct valuations. The franchise units of accounting generally representare geographical clustering of the Company's cable systems into groups.representing the highest and best use groupings if sold to market participants. The Company assesses qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that an indefinite lived intangible asset has been impaired. If, after this optional qualitative assessment, the Company determines that it is not more likely than not that an indefinite lived intangible asset has been impaired, then no further quantitative testing is necessary. In completing the qualitative impairment testing, the Company evaluates a multitude of factors that affect the fair value of ourits franchise assets. Examples of such factors include environmental and competitive changes within ourthe Company's operating footprint, actual and projected operating performance, the consistency of ourits operating margins, equity and debt market trends, including changes in ourits market capitalization, and changes in ourits regulatory and political landscape, among other factors. The Company performed a qualitative assessment in 2017, which also included consideration of a fair value appraisal performed for tax purposes in the beginning of 2017 as of a December 31, 2016 valuation date (the "Appraisal").2022. After consideration of the qualitative factors in 2017, including the results of the Appraisal,2022, the Company concluded that it is more likely than not that the fair value of the franchise assets in each unit of accounting exceeds the carrying value of such assets and therefore did not perform a quantitative analysis at the assessment date. Periodically, the Company willmay elect to perform a quantitative analysis for impairment testing. If the Company elects or is required to perform a quantitative analysis to test its franchise assets for impairment, the methodology described below is utilized.

If a quantitative analysis is performed, the estimated fair value of franchises is determined utilizing an income approach model based on the present value of the estimated discrete future cash flows attributable to each of the intangible assets identified assuming a discount rate. The fair value of franchises is determined based on estimated discrete discounted future cash flows using assumptions consistent with internal forecasts. The franchise after-tax cash flow is calculated as the after-tax cash flow generated by the potential customers obtained. The sum of the present value of the franchises’ after-tax cash flow in years 1 through 10 and the continuing value of the after-tax cash flow beyond year 10 yields the fair value of the franchises.

This approach makes use of unobservable factors such as projected revenues, expenses, capital expenditures, customer trends, and a discount rate applied to the estimated cash flows. The determination of the franchise discount rate is derived from the Company’s weighted average cost of capital, which uses a market participant’s cost of equity and after-tax cost of debt and reflects the risks inherent in the cash flows. The Company estimates discounted future cash flows using reasonable and appropriate assumptions including among others, penetration rates for video, Internet, and voice; revenue growth rates; operating margins; and capital expenditures. The assumptions are based on the Company’s and its peers’ historical operating performance adjusted for current and expected competitive and economic factors surrounding the cable industry. The estimates and assumptions made in the Company’s valuations are inherently subject to significant uncertainties, many of which are beyond its control, and there is no assurance that these results can be achieved. The primary assumptions for which there is a reasonable possibility of the occurrence of a variation that would significantly affect the measurement value include the assumptions regarding revenue growth, programming expense growth rates, the amount and timing of capital expenditures, actual customer trends and the discount rate utilized.
The fair value of goodwill is determined using both an income approach and market approach. The Company’s income approach model used for its goodwill valuation is consistent with that used for its franchise valuation noted above except that cash flows from the entire business enterprise are used for the goodwill valuation. The Company’s market approach model estimates the fair value of the reporting unit based on market prices in actual precedent transactions of similar businesses and market valuations of




F- 15F-11


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 20162022, 2021 AND 20152020
(dollars in millions, except where indicated)

guideline public companies.The Company has determined that it has one reporting unit for purposes of the assessment of goodwill impairment. Goodwill is tested for impairment as of November 30 of each year, or more frequently as warranted by events or changes in circumstances. Accounting guidance also permits an optional qualitative assessment for goodwill to determine whether it is more likely than not that the carrying value of a reporting unit exceeds its fair value. If, after this qualitative assessment, the Company determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount then no further quantitative testing would be necessary. IfA quantitative assessment is performed if the Company electsqualitative assessment results in a more likely than not determination or is required to perform the two-step test under the accounting guidance, the first step involvesif a comparison of the estimated fair value of the reporting unit to its carrying amount. If the estimated fair value of the reporting unit exceeds its carrying amount, goodwill of the reporting unitqualitative assessment is not considered impaired and the second step of the goodwill impairment is not necessary. Ifperformed. The quantitative assessment considers whether the carrying amount of a reporting unit exceeds its estimated fair value, thenin which case an impairment charge is recorded to the second step of the goodwill impairment test must be performed, and a comparison of the implied fair value ofextent the reporting unit’s goodwill is compared tocarrying value exceeds its carrying amount to determine the amount of impairment, if any.fair value.  As with the Company’s franchise impairment testing, in 20172022 the Company elected to perform a qualitative goodwill impairment assessment, which incorporated the results of the Appraisal and consideration of the same qualitative factors relevant to the Company's franchise impairment testing. As a result of that assessment, the Company concluded that goodwill is not impaired.


Customer relationships are recorded at fair value as of the date acquired less accumulated amortization. Customer relationships, for valuation purposes, represent the value of the business relationship with existing customers, and are calculated by projecting the discrete future after-tax cash flows from these customers, including the right to deploy and market additional services to these customers. The present value of these after-tax cash flows yields the fair value of the customer relationships. The use of different valuation assumptions or definitions of franchises or customer relationships, such as our inclusion of the value of selling additional services to our current customers within customer relationships versus franchises, could significantly impact our valuations and any resulting impairment. Customer relationships are amortized on an accelerated sum of years’ digits method over useful lives of 8-15 years based on the period over which current customers are expected to generate cash flows. The Company periodically evaluates the remaining useful lives of its customer relationships to determine whether events or circumstances warrant revision to the remaining periods of amortization. Customer relationships are evaluated for impairment upon the occurrence of events or changes in circumstances indicating that the carrying amount of an asset may not be recoverable. Customer relationships are deemed impaired when the carrying value exceeds the projected undiscounted future cash flows associated with the customer relationships. No impairment of customer relationships was recorded in the years ended December 31, 2017, 20162022, 2021 or 2015.2020.


The Company owns approximately $464 million of Citizens Broadband Radio Service ("CBRS") priority access licenses. The wireless spectrum licenses are considered indefinite life intangible assets recorded in other noncurrent assets on the Company's consolidated balance sheets and payments (including deposits) are presented as an investing cash outflow on the Company’s statements of cash flows. The Company elected to perform a qualitative impairment assessment in 2022 and concluded that its CBRS priority access licenses are not impaired.

As of December 31, 20172022 and 2016,2021, indefinite-lived and finite-lived intangible assets are presented in the following table:


December 31,
20222021
Gross Carrying AmountAccumulated AmortizationNet Carrying AmountGross Carrying AmountAccumulated AmortizationNet Carrying Amount
Indefinite-lived intangible assets:
Franchises$67,363 $— $67,363 $67,346 $— $67,346 
Goodwill29,563 — 29,563 29,562 — 29,562 
Wireless spectrum licenses464 — 464 464 — 464 
$97,390 $— $97,390 $97,372 $— $97,372 
Finite-lived intangible assets:
Customer relationships$18,250 $(15,478)$2,772 $18,240 $(14,180)$4,060 
Other intangible assets440 (236)204 430 (196)234 
$18,690 $(15,714)$2,976 $18,670 $(14,376)$4,294 
  December 31,
  2017 2016
  Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount
Indefinite-lived intangible assets:            
Franchises $67,319
 $—
 $67,319
 $67,316
 $—
 $67,316
Goodwill 29,554
 —
 29,554
 29,509
 —
 29,509
Other intangible assets —
 —
 —
 4
 —
 4
  $96,873
 $—
 $96,873
 $96,829
 $—
 $96,829
             
Finite-lived intangible assets:            
Customer relationships $18,229
 $(6,278) $11,951
 $18,226
 $(3,618) $14,608
Other intangible assets 731
 (201) 530
 615
 (128) 487
  $18,960
 $(6,479) $12,481
 $18,841
 $(3,746) $15,095


Other intangible assets consist primarily of right-of-entry costs. Amortization expense related to customer relationships and other intangible assets for the years ended December 31, 2017, 20162022, 2021 and 20152020 was $2.7$1.3 billion,, $1.9 $1.6 billion and $271 million,$1.9 billion, respectively.





F- 16F-12


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 20162022, 2021 AND 20152020
(dollars in millions, except where indicated)

The Company expects amortization expense on its finite-lived intangible assets will be as follows.


2023$1,083 
2024831 
2025582 
2026324 
202796 
Thereafter60 
$2,976 
2018 $2,478
2019 2,195
2020 1,903
2021 1,619
2022 1,342
Thereafter 2,944
  $12,481


Actual amortization expense in future periods could differ from these estimates as a result of new intangible asset acquisitions or divestitures, changes in useful lives, impairments, adoption of new accounting standards and other relevant factors.


7.5.    Investments


Investments are accounted for under the equity method of accounting or as equity securities, all of which are recorded in other noncurrent assets in the consolidated balance sheets as of December 31, 2022 and 2021. The Company accounts for its investments in less than majority owned investees under either the equity method or as equity securities. The Company applies the equity method to investments when it has the ability to exercise significant influence over the operating and financial policies of the investee. The Company’s share of the investee’s earnings (losses) is included in other expense, net in the consolidated statements of operations. The Company monitors its investments for indicators that a decrease in investment value has occurred that is other than temporary. If it has been determined that an investment has sustained an other-than-temporary decline in value, the investment is written down to fair value with a charge to earnings. Investments acquired are measured at fair value utilizing the acquisition method of accounting. The difference between the fair value and the amount of underlying equity in net assets for most equity method investments is due to unrecognized intangible assets at the investee. These amounts are amortized as a component of equity earnings (losses), recorded within other expense, net over the estimated useful life of the asset.

Investments consisted of the following as of December 31, 20172022 and 2016:2021:


December 31,
20222021
Equity-method investments$955 $95 
Other investments13 13 
Total investments$968 $108 
  December 31,
  2017 2016
Equity-method investments 447
 477
Other investments 15
 11
Total investments $462
 $488


In June 2022, the Company and Comcast Corporation ("Comcast") entered into a 50/50 joint venture to develop and offer a next-generation streaming platform on a variety of streaming devices and smart TVs. Comcast licensed its streaming platform and hardware to the joint venture and contributed the retail business for XClass TVs and Xumo, a streaming service it acquired in 2020. The Company's investments include Sterling Entertainment Enterprises, LLC (“Sterling” - d/b/a SportsNet New York - 26.8% owned), MLB Network, LLC (“MLB Network” - 6.4% owned), iN Demand L.L.C. (“iN Demand” - 39.5% owned)investment is approximately $981 million with $271 million paid in 2022 and National Cable Communications LLC (“NCC” - 20.0% owned), among other less significant equity-methodwith the remaining non-cancelable required contributions to be paid over multiple years and cost-method investments. Sterlingrecorded as liabilities as of December 31, 2022. The Company accounts for the investment as an equity method investment and MLB Network are primarily engaged inrecords investment income (loss) on its share of the development of sports programming services. iN Demand provides programming on a video on demand, pay-per-view and subscription basis. NCC represents multi-video program distributors to advertisers.joint venture income (loss).


The Company's equity-method investments balances reflected in the table above includes differences between the acquisition date fair value of certain investments acquired and the underlying equity in the net assets of the investee, referred to as a basis difference. This basis difference is amortized as a component of equity earnings. The remaining unamortized basis difference was $407$424 million and $436$24 million as of December 31, 20172022 and 2016,2021, respectively.


The Company applies the equity method of accounting to these and other less significant equity-method investments, all of which are recorded in other noncurrent assets in the consolidated balance sheets as of December 31, 2017 and 2016. For the years ended December 31, 20172022, 2021 and 2016,2020, net losses from equity-method investments were $4$151 million, $179 million and $3$13 million, respectively, which were recorded in other expense,income (expenses), net in the consolidated statements of operations, and for the year ended December 31, 2015, gains (losses) from equity-method investments were insignificant.operations.

Noncontrolling interests assumed in the Transactions were recorded at fair value on the acquisition date and primarily relate to the third-party interest in CV of Viera, LLP, the Company’s consolidated joint venture in a small cable system in Florida. For the each of the years ended December 31, 2017 and 2016, net income attributable to noncontrolling interest was $1 million.





F- 17F-13


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 20162022, 2021 AND 20152020
(dollars in millions, except where indicated)

8.6.    Accounts Payable and Accrued Liabilities


Accounts payable and accrued liabilities consist of the following as of December 31, 20172022 and 2016:2021:


December 31,
20222021
Accounts payable – trade$914 $706 
Deferred revenue511 458 
Accrued liabilities:
Programming costs1,914 2,036 
Labor1,306 1,299 
Capital expenditures1,792 1,281 
Interest1,165 1,099 
Taxes and regulatory fees512 533 
Operating lease liabilities261 237 
Other1,360 1,122 
$9,735 $8,771 

7.    Leases
 December 31,
 2017 2016
Accounts payable – trade$673
 $416
Deferred revenue395
 352
Accrued liabilities:   
Programming costs1,907
 1,783
Compensation747
 953
Capital expenditures1,935
 1,107
Interest1,054
 958
Taxes and regulatory fees548
 529
Other882
 799
 $8,141
 $6,897


9.    Long-Term Debt

Long-term debt consistsThe primary leased asset classes of the followingCompany include real estate, dark fiber, colocation facilities and other equipment. The lease agreements include both lease and non-lease components, which the Company accounts for separately depending on the election made for each leased asset class. For real estate and dark fiber leased asset classes, the Company accounts for lease and non-lease components as a single lease component and includes all fixed payments in the measurement of lease liabilities and lease assets. For colocation facilities leased asset class, the Company accounts for lease and non-lease components separately including only the fixed lease payment component in the measurement of lease liabilities and lease assets.

Lease assets and lease liabilities are initially recognized based on the present value of the future lease payments over the expected lease term. As for most leases the implicit rate is not readily determinable, the Company uses a discount rate in determining the present value of future payments based on the yield-to-maturity of the Company’s secured publicly traded United States dollars denominated debt instruments interpolating the duration of the debt to the term of the executed lease.

The Company’s leases have base rent periods and some with optional renewal periods. Leases with base rent periods of less than 12 months are not recorded on the balance sheet. For purposes of measurement of lease liabilities, the expected lease terms may include renewal options when it is reasonably certain that the Company will exercise such options.

Operating lease expenses were $434 million, $416 million and $389 million for the years ended December 31, 20172022, 2021 and 2016:2020, respectively, inclusive of both short-term lease costs and variable lease costs that were not included in the measurement of operating lease liabilities.


Cash paid for amounts included in the measurement of operating lease liabilities, recorded as operating cash flows in the statements of cash flows, were $302 million, $282 million and $255 million for the years ended December 31, 2022, 2021 and 2020, respectively. Operating lease right-of-use assets obtained in exchange for operating lease obligations were $203 million, $323 million and $363 million for the years ended December 31, 2022, 2021 and 2020, respectively.


 December 31,
 2017 2016
 Principal Amount Accreted Value Principal Amount Accreted Value
CCO Holdings, LLC:       
5.250% senior notes due March 15, 2021$500
 $497
 $500
 $496
6.625% senior notes due January 31, 2022—
 —
 750
 741
5.250% senior notes due September 30, 20221,250
 1,235
 1,250
 1,232
5.125% senior notes due February 15, 20231,000
 993
 1,000
 992
4.000% senior notes due March 1, 2023500
 495
 —
 —
5.125% senior notes due May 1, 20231,150
 1,143
 1,150
 1,141
5.750% senior notes due September 1, 2023500
 496
 500
 496
5.750% senior notes due January 15, 20241,000
 992
 1,000
 991
5.875% senior notes due April 1, 20241,700
 1,687
 1,700
 1,685
5.375% senior notes due May 1, 2025750
 745
 750
 744
5.750% senior notes due February 15, 20262,500
 2,464
 2,500
 2,460
5.500% senior notes due May 1, 20261,500
 1,489
 1,500
 1,487
5.875% senior notes due May 1, 2027800
 794
 800
 794
5.125% senior notes due May 1, 20273,250
 3,216
 —
 —
5.000% senior notes due February 1, 20282,500
 2,462
 —
 —
Charter Communications Operating, LLC:       
3.579% senior notes due July 23, 20202,000
 1,988
 2,000
 1,983
4.464% senior notes due July 23, 20223,000
 2,977
 3,000
 2,973
4.908% senior notes due July 23, 20254,500
 4,462
 4,500
 4,458
3.750% senior notes due February 15, 20281,000
 985
 —
 —
4.200% senior notes due March 15, 20281,250
 1,238
 —
 —
F-14


F- 18


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 20162022, 2021 AND 20152020
(dollars in millions, except where indicated)

Supplemental balance sheet information related to leases is as follows.

December 31,
20222021
Operating lease right-of-use assets:
Included within other noncurrent assets$1,086 $1,143 
Operating lease liabilities:
Current portion included within accounts payable and accrued liabilities$261 $237 
Long-term portion included within other long-term liabilities921 1,001 
$1,182 $1,238 
Weighted average remaining lease term for operating leases5.6 years5.9 years
Weighted average discount rate for operating leases3.7 %3.4 %

Maturities of operating lease liabilities as of December 31, 2022 are as follows.

2023$320 
2024278 
2025226 
2026161 
2027120 
Thereafter251 
Undiscounted lease cash flow commitments1,356 
Reconciling impact from discounting(174)
Lease liabilities on consolidated balance sheet as of December 31, 2022$1,182 

8.    Long-Term Debt
6.384% senior notes due October 23, 20352,000
 1,981
 2,000
 1,980
6.484% senior notes due October 23, 20453,500
 3,466
 3,500
 3,466
5.375% senior notes due May 1, 20472,500
 2,506
 —
 —
6.834% senior notes due October 23, 2055500
 495
 500
 495
Credit facilities9,479
 9,387
 8,916
 8,814
Time Warner Cable, LLC:       
5.850% senior notes due May 1, 2017—
 —
 2,000
 2,028
6.750% senior notes due July 1, 20182,000
 2,045
 2,000
 2,135
8.750% senior notes due February 14, 20191,250
 1,337
 1,250
 1,412
8.250% senior notes due April 1, 20192,000
 2,148
 2,000
 2,264
5.000% senior notes due February 1, 20201,500
 1,579
 1,500
 1,615
4.125% senior notes due February 15, 2021700
 730
 700
 739
4.000% senior notes due September 1, 20211,000
 1,045
 1,000
 1,056
5.750% sterling senior notes due June 2, 2031 (a)
845
 912
 770
 834
6.550% senior debentures due May 1, 20371,500
 1,686
 1,500
 1,691
7.300% senior debentures due July 1, 20381,500
 1,788
 1,500
 1,795
6.750% senior debentures due June 15, 20391,500
 1,724
 1,500
 1,730
5.875% senior debentures due November 15, 20401,200
 1,258
 1,200
 1,259
5.500% senior debentures due September 1, 20411,250
 1,258
 1,250
 1,258
5.250% sterling senior notes due July 15, 2042 (b)
879
 847
 800
 771
4.500% senior debentures due September 15, 20421,250
 1,137
 1,250
 1,135
Time Warner Cable Enterprises LLC:       
8.375% senior debentures due March 15, 20231,000
 1,232
 1,000
 1,273
8.375% senior debentures due July 15, 20331,000
 1,312
 1,000
 1,324
Total debt69,003
 70,231
 60,036
 61,747
Less current portion:       
5.850% senior notes due May 1, 2017—
 —
 (2,000) (2,028)
6.750% senior notes due July 1, 2018(2,000) (2,045) —
 —
Long-term debt$67,003
 $68,186
 $58,036
 $59,719


(a)
Principal amount includes £625 million valued at $845 million and $770 million as of December 31, 2017 and December 31, 2016, respectively, using the exchange rate at that date.
(b)
Principal amount includes £650 million valued at $879 million and $800 million as of December 31, 2017 and December 31, 2016, respectively, using the exchange rate at that date.

A summary of our debt as of December 31, 2022 and 2021 is as follows:
The accreted values presented in
December 31, 2022December 31, 2021
Principal AmountCarrying ValueFair ValueWeighted Average Interest RatePrincipal AmountCarrying ValueFair ValueWeighted Average Interest Rate
Senior unsecured notes$26,650 $26,567 $22,426 4.8 %$23,950 $23,882 $24,630 4.7 %
Senior secured notes and debentures(a)
56,841 57,213 46,905 5.1 %56,525 57,011 64,346 5.0 %
Credit facilities(b)
13,877 13,823 13,467 5.9 %10,723 10,668 10,665 1.6 %
Total debt$97,368 $97,603 $82,798 5.1 %$91,198 $91,561 $99,641 4.5 %

(a)Includes the table above represent theCompany's £625 million aggregate principal amount of the debt less the original issue discount at the time of sale, deferred financing costs, and, in regards to the Legacy TWC debt assumed, fair value premium adjustments as a result of applying acquisition accounting plus the accretion of those amounts to the balance sheet date. However, the amount that is currently payable if the debt becomes immediately due is equal to the principal amount of the debt. In regards to the fixed-rate British pound sterling denominated notes (the “Sterling Notes”), (remeasured at $755 million and $846 million as of December 31, 2022 and 2021, respectively, using the exchange rate at the respective dates) and the Company's £650 million aggregate principal amount of the debtSterling Notes (remeasured at $786 million and any premium or discount is remeasured into US dollars$879 million as of each balance sheet date. See Note 11. December 31, 2022 and 2021, respectively, using the exchange rate at the respective dates).
(b)The Company has availability under the Charter Communications Operating, LLC ("Charter Operating") credit facilities of approximately $3.6$4.0 billion as of December 31, 2017.2022.

During 2015, CCO Holdings and CCO Holdings Capital closed on transactions in which they issued $2.7 billion aggregate principal amount of senior unsecured notes with varying maturities and interest rates. The net proceeds were used to repurchase $2.5 billion of various series of senior unsecured notes, as well as for general corporate purposes. These debt repurchases resulted in a loss on extinguishment of debt of $123 million for the year ended December 31, 2015. The Company also recorded a loss on extinguishment of debt of approximately $3 million for the year ended December 31, 2015 as a result of the repayment of debt upon termination of the proposed transactions with Comcast Corporation.





F- 19F-15


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 20162022, 2021 AND 20152020
(dollars in millions, except where indicated)

The estimated fair value of the Company’s senior unsecured and secured notes and debentures as of December 31, 2022 and 2021 is based on quoted market prices in active markets and is classified within Level 1 of the valuation hierarchy, while the estimated fair value of the Company’s credit facilities is based on quoted market prices in inactive markets and is classified within Level 2.
During 2016,
In 2022, CCO Holdings and CCO Holdings Capital closed on transactions in which theyCorp. jointly issued $3.2$2.7 billion aggregate principal amount of senior unsecured notes with varying maturities and interest rates. The net proceeds were used to repurchase $2.9 billion of various series of senior unsecured notes, as well as for general corporate purposes. These debt repurchases resulted in a loss on extinguishment of debt of $110 million for the year ended December 31, 2016.

During 2016, Charter Operating entered into an amendment to its Amended and Restated Credit Agreement dated May 18, 2016 (the “Credit Agreement”) decreasing the applicable LIBOR margin, eliminating the LIBOR floor and extending the maturities on certain term loans. The Company recorded a loss on extinguishment of debt of $1 million for the year ended December 31, 2016 related to these transactions.

During 2017, CCO Holdings and CCO HoldingsCharter Communications Operating Capital closed on transactions in which theyCorp. jointly issued $6.25$3.5 billion aggregate principal amount of senior unsecuredsecured notes. The notes withwere issued at varying maturitiesrates, prices and interest rates. Thematurity dates and the net proceeds were distributedused to the Company'spay related fees and expenses and for general corporate purposes, including distributions to parent companies to fund buybacks of Charter Class A common stock or Charter Holdings common units, repurchase $2.75 billion of various series of senior secured and unsecured notes, as well as for general corporate purposes. These debt repurchases resulted in a loss on extinguishment of debt of $34 million for the year ended December 31, 2017.

During 2017, Charter Operating and Charter Communications Operating Capital Corp. closed on transactions in which they issued $4.75 billion aggregate principal amount of senior secured notes with varying maturities and interest rates. The net proceeds were distributed to the Company's parent companies to fund buybacks of Charter Class A common stock or Charter Holdings common units as well as for general corporate purposes.repaying certain indebtedness.


During 2017, Charter Operating also entered into amendments to its Credit Agreement decreasing the applicable LIBOR margins, eliminatingyears ended December 31, 2022, 2021 and 2020, the LIBOR floor, increasing the capacityCompany repurchased $3.0 billion, $5.1 billion and $10.7 billion, respectively, of the revolving loan, extending the maturities and repaying the E, F, H and I term loans with the issuancevarious series of a new term B loan. The Company recorded a losssenior notes. Losses on extinguishment of debt are recorded in other income (expenses), net in the consolidated statements of $6 million foroperations and consisted of the year ended December 31, 2017 related to these transactions. See "Charter Operating Credit Facilities" below for details on the Company's term loans as of December 31, 2017.following.


Year Ended December 31,
202220212020
CCO Holdings notes redemption$— $(146)$(145)
Time Warner Cable, LLC notes redemption— 2 2 
Charter Operating notes redemption(1)— — 
Charter Operating credit facility refinancing(2)— — 
Loss on extinguishment of debt$(3)$(144)$(143)

CCO Holdings Notes


The CCO Holdings notes are senior debt obligations of CCO Holdings and CCO Holdings Capital Corp. and rank equally with all other current and future unsecured, unsubordinated obligations of CCO Holdings and CCO Holdings Capital.Capital Corp.  They are structurally subordinated to all obligations of subsidiaries of CCO Holdings. 


CCO Holdings may redeem some or all of the CCO Holdings notes at any time at a premium.  The optional redemption price declines to 100% of the respective series’ principal amount, plus accrued and unpaid interest, if any, on or after varying dates in 20192023 through 2025.2031.


In addition, at any time prior to varying dates in 20182023 through 2020,2025, CCO Holdings may redeem up to 40% of the aggregate principal amount of certain notes at a premium plus accrued and unpaid interest to the redemption date, with the net cash proceeds of one or more equity offerings (as defined in the indenture); provided that certain conditions are met. In the event of specified change of control events, CCO Holdings must offer to purchase the outstanding CCO Holdings notes from the holders at a purchase price equal to 101% of the total principal amount of the notes, plus any accrued and unpaid interest.

High-Yield Restrictive Covenants; Limitation on Indebtedness.


The indentures governing the CCO Holdings notes contain certain covenants that restrict the ability of CCO Holdings, CCO Holdings Capital Corp. and all of their restricted subsidiaries to:


•incur additional debt;
•pay dividends on equity or repurchase equity;
•make investments;
•sell all or substantially all of their assets or merge with or into other companies;
•sell assets;
•in the case of restricted subsidiaries, create or permit to exist dividend or payment restrictions with respect to CCO Holdings, guarantee their parent companies debt, or issue specified equity interests;

•engage in certain transactions with affiliates; and
•grant liens (with respect to only CCO Holdings).



F- 20F-16


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 20162022, 2021 AND 20152020
(dollars in millions, except where indicated)

engage in certain transactions with affiliates; and
grant liens.

The above limitations in certain circumstances regarding incurrence of debt, payment of dividends and making investments contained in the indentures of CCO Holdings permit CCO Holdings and its restricted subsidiaries to perform the above, so long as, after giving pro forma effect to the above, the leverage ratio would be below a specified level for the issuer. The maximum total leverage ratio under the indentures is 6.0 to 1.0. The leverage ratio was 4.2 as of December 31, 2022.


Charter Operating Notes


The Charter Operating notes are guaranteed by CCO Holdings and substantially all of the operating subsidiaries of Charter Operating. In addition, the Charter Operating notes are secured by a perfected first priority security interest in substantially all of the assets of Charter Operating and substantially all of its subsidiaries to the extent such liens can be perfected under the Uniform Commercial Code by the filing of a financing statement and the liens rank equally with the liens on the collateral securing obligations under the Charter Operating credit facilities. Charter Operating may redeem some or all of the Charter Operating notes at any time at a premium.


The Charter Operating notes are subject to the terms and conditions of the indentureindentures governing the Charter Operating notes. The Charter Operating notes indentures contain customary representations and warranties and affirmative covenants with limitedcustomary negative covenants.covenants, including restrictions on the ability of Charter Operating or any of its material subsidiaries to incur liens securing indebtedness for borrowed money and on the ability of Charter Operating to consolidate, merge or convey or transfer substantially all of their assets. The Charter Operating indentureindentures also containscontain customary events of default.


Charter Operating Credit Facilities


In May 2022, Charter Operating entered into an amendment to its credit agreement. The Charter Operating credit facilities have an outstanding principal amount of $9.5$13.9 billion at December 31, 20172022 as follows:


•term loan A-2A-5 with a remaining principal amount of $2.9approximately $5.9 billion, which is repayable in quarterly installments and aggregating $144$303 million in each loan year, with the remaining balance due at final maturity on MarchAugust 31, 2023.2027. Pricing on term loan A-2A-5 is LIBORSecured Overnight Financing Rate (“SOFR”) plus 1.50%1.25%;
•term loan BA-6 with a remaining principal amount of approximately $6.4$487 million, which is repayable in quarterly installments and aggregating $25 million in each loan year, with the remaining balance due at final maturity on August 31, 2028. Pricing on term loan A-6 is SOFR plus 1.50%;
•term loan B-1 with a remaining principal amount of approximately $2.3 billion, which is repayable in equal quarterly installments and aggregating $64$25 million in each loan year, with the remaining balance due at final maturity on April 30, 2025. Pricing on term loan BB-1 is LIBOR plus 2.00%1.75%;
•term loan B-2 with a remaining principal amount of approximately $3.7 billion, which is repayable in equal quarterly installments and aggregating $38 million in each loan year, with the remaining balance due at final maturity on February 1, 2027. Pricing on term loan B-2 is LIBOR plus 1.75%; and
•a revolving loan with an outstanding balance of $254 million at December 31, 2017$1.5 billion and allowing for borrowings of up to $4.0$5.5 billion maturing on MarchAugust 31, 2023.2027. Pricing on the revolving loan is LIBORSOFR plus 1.50%1.25% with a commitment fee of 0.30%based on Charter's corporate family rating and not to exceed 0.20%. As of December 31, 2017, $1372022, $37 million of the revolving loan was utilized to collateralize a like principal amount of letters of credit out of $291$484 million of letters of credit issued on the Company’s behalf.


Amounts outstanding under the Charter Operating credit facilities bear interest, at Charter Operating’s election, at a base rate, SOFR or LIBOR, (1.56% and 0.77% as of December 31, 2017 and December 31, 2016, respectively), as defined, plus an applicable margin. SOFR and LIBOR were both 4.4% as of December 31, 2022 and as of December 31, 2021, LIBOR was 0.10%.


The Charter Operating credit facilities also allow us to enter into incremental term loans in the future, with amortization as set forth in the notices establishing such term loans. Although the Charter Operating credit facilities allow for the incurrence of a certain amount of incremental term loans subject to pro forma compliance with its financial maintenance covenants, no assurance can be given that the Company could obtain additional incremental term loans in the future if Charter Operating sought to do so or what amount of incremental term loans would be allowable at any given time under the terms of the Charter Operating credit facilities.



F-17

CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2022, 2021 AND 2020
(dollars in millions, except where indicated)
The obligations of Charter Operating under the Charter Operating credit facilities are guaranteed by CCO Holdings and substantially all of the operating subsidiaries of Charter Operating. The obligations are also secured by (i) a lien on substantially all of the assets of Charter Operating and substantially all of its subsidiaries, to the extent such lien can be perfected under the Uniform Commercial Code by the filing of a financing statement, and (ii) a pledge by CCO Holdings of the equity interests directly or indirectly owned by itCharter Operating in anysubstantially all of Charter Operating’sits subsidiaries, as well as intercompany obligations owing to it and the guarantor subsidiaries by any of such entities.their affiliates.

Restrictive Covenants


The Charter Operating credit facilities contain representations and warranties, and customary affirmative and negative covenants, customaryincluding restrictions on the ability of Charter Operating or any of its subsidiaries to incur liens securing indebtedness for financingsborrowed money and on the ability of this type.Charter Operating to consolidate, merge or convey or transfer substantially all of its assets. The financial covenants measure performance against standards set for leverage to be tested as of the


F- 21

CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except where indicated)

end of each quarter. The Charter Operating credit facilities contain provisions requiring mandatory loan prepayments under specific circumstances, including in connection with certain sales of assets, so long as the proceeds have not been reinvested in the business. Additionally, the Charter Operating credit facilities provisions contain an allowance for restricted payments with certain limitations. The Charter Operating credit facilities permit Charter Operating and its subsidiaries to make distributions to pay interest on the currently outstanding subordinated and parent company indebtedness, provided that, among other things, no default has occurred and is continuing under the Charter Operating credit facilities. The Charter Operating credit facilities also contain customary events of default and the right to cure with respect to any defaults or events of default.


TWC,Time Warner Cable, LLC Senior Notes and Debentures


The Time Warner Cable, LLC ("TWC, LLCLLC") senior notes and debentures are guaranteed by CCO Holdings, Charter Operating and substantially all of the operating subsidiaries of Charter Operating (other than TWC, LLC) and rank equally with the liens on the collateral securing obligations under the Charter Operating notes and credit facilities. Interest on each series of TWC, LLC senior notes and debentures is payable semi-annually (with the exception of the Sterling Notes, which is payable annually) in arrears. 


The TWC, LLC indenture containsindentures contain customary covenants relating to restrictions on the ability of TWC, LLC or any of its material subsidiarysubsidiaries to createincur liens securing indebtedness for borrowed money and on the ability of TWC, LLC and Time Warner Cable Enterprises LLC ("TWCE") to consolidate, merge or convey or transfer substantially all of their assets. The TWC, LLC indentureindentures also containscontain customary events of default.


The TWC, LLC senior notes and debentures may be redeemed in whole or in part at any time at TWC, LLC’s option at a redemption price equal to the greater of (i) all of the applicable principal amount being redeemed and (ii) the sum of the present values of the remaining scheduled payments on the applicable TWC, LLC senior notes and debentures discounted to the redemption date on a semi-annual basis (with the exception of the Sterling Notes, which are on an annual basis), at a comparable government bond rate plus a designated number of basis points as further described in the indenture and the applicable note or debenture, plus, in each case, accrued but unpaid interest to, but not including, the redemption date.


The Company may offer to redeem all, but not less than all, of the Sterling Notes in the event of certain changes in the tax laws of the U.S. (or any taxing authority in the U.S.). This redemption would be at a redemption price equal to 100% of the principal amount, together with accrued and unpaid interest on the Sterling Notes to, but not including, the redemption date.


TWCE Senior Debentures


The TWCE senior debentures are guaranteed by CCO Holdings, Charter Operating, and substantially all of the operating subsidiaries of Charter Operating and TWC, LLC(other than TWCE) and rank equally with the liens on the collateral securing obligations under the Charter Operating notes and credit facilities. Interest on each series of TWCE senior debentures is payable semi-annually in arrears. The TWCE senior debentures are not redeemable before maturity.


The TWCE indenture containsindentures contain customary covenants relating to restrictions on the ability of TWC, TWCE or any material subsidiaryof its subsidiaries to createincur liens securing indebtedness for borrowed money and on the ability of TWC, LLC and TWCE to consolidate, merge or convey or transfer substantially all of their assets. The TWCE indentureindentures also containscontain customary events of default.


Limitations on Distributions


Distributions by the Company and itsCompany’s subsidiaries to a parent company for payment of principal on parent company notes are restricted under the CCO Holdings indentures and credit facilities discussed above, unless there is no default under the applicable indenture, and credit facilities, and unless each applicable subsidiary’sCCO Holdings’ leverage ratio test is met at the time of such distribution. As of December 31, 2017,2022, there was no default under any of these indentures or credit facilities and each subsidiary met its applicable leverage ratio tests based on December 31, 2017 financial results. There can be no assurance that they will satisfy these tests at the time of the contemplated distribution. Distributions by Charter Operating for payment of principal on parent company notes are further restricted by the covenants in its credit facilities.

However, without regard to leverage, during any calendar year or any portion thereof during which the borrower is a flow-through entity for tax purposes, and so long as no event of default exists, the borrower may make distributions to the equity interests of the borrower in an amount sufficient to make permitted tax payments.




F- 22F-18


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 20162022, 2021 AND 20152020
(dollars in millions, except where indicated)

under any of these indentures and CCO Holdings met its applicable leverage ratio tests based on December 31, 2022 financial results. There can be no assurance that CCO Holdings will satisfy these tests at the time of the contemplated distribution.

In addition to the limitation on distributions under the various indentures, distributions by the Company’s subsidiaries may be limited by applicable law, including the Delaware Limited Liability Company Act, under which the Company’s subsidiaries may make distributions if they have “surplus” as defined in the act.


Liquidity and Future Principal and Interest Payments


The Company continues to have significant amounts of debt, and its business requires significant cash to fund principal and interest payments on its debt, capital expenditures and ongoing operations. As set forth below, the Company has significant future principal and interest payments. The Company continues to monitor the capital markets, and it expects to undertake refinancing transactions and utilize free cash flow and cash on hand to further extend or reduce the maturities of its principal obligations. The timing and terms of any refinancing transactions will be subject to market conditions.


Interest payments on variable debt are estimated using amounts outstanding at December 31, 2022 and the average implied forward LIBOR or SOFR rates applicable for the quarter during the interest rate reset based on the yield curve in effect at December 31, 2022. Actual interest payments will differ based on actual LIBOR and SOFR rates and actual amounts outstanding for applicable periods. Based upon outstanding indebtedness as of December 31, 2017,2022, the amortization of term loans, and the maturity dates for all senior and subordinated notes, total future principal and interest payments on the total borrowings under all debt agreements are as follows:follows.


PrincipalInterest
2023$1,890 $5,021 
20242,390 4,764 
20257,161 4,536 
20261,116 4,234 
202712,957 3,858 
Thereafter71,854 43,940 
$97,368 $66,353 

Year Amount
2018 $2,207
2019 3,457
2020 3,707
2021 2,407
2022 4,457
Thereafter 52,768
  $69,003

10.9.    Loans Payable - Related Party


Loans payable - related party as of December 31, 2017 and 2016 consists of loans from Charter to Charter Operating of $1 million and $284 million as of December 31, 2022 and 2021, respectively, and loans from Charter Communications HoldingsHolding Company, LLC (“Charter Holdco”) to the CompanyCharter Operating of $655$743 million and $640 million, respectively. Loans payable - related party as of December 31, 2017 also includes a loan from Charter to the Company of $233 million.2021. Interest accrues on loans payable - related partyaccrued at LIBOR plus 1.75%.1.25% on the loans payable from Charter Holdco and LIBOR plus 2.00% on the loans payable from Charter during the periods ending December 31, 2022 and 2021.

11.10.     Accounting for Derivative Instruments and Hedging Activities


The Company usesCross-currency derivative instruments are used to manage interest rate risk on variable debt and foreign exchange risk on the Sterling Notes and does not hold or issue derivative instruments for speculative trading purposes.

Cross-currency derivative instruments are used toby effectively convertconverting £1.275 billion aggregate principal amount of fixed-rate British pound sterling denominated debt, including annual interest payments and the payment of principal at maturity, to fixed-rate U.S. dollar denominated debt. The cross-currency swaps have maturities of June 2031 and July 2042. The Company is required to post collateral on the cross-currency derivative instruments when the derivative contracts are in a liability position. In May 2016, the Company entered into a collateral holiday agreement for 80% of both the 2031 and 2042 cross-currency swaps, which eliminates the requirement to post collateral for three years. The fair value of the Company's cross-currency derivatives included in other long-term liabilities on the Company's consolidated balance sheets was $25 million and $251 million as of December 31, 2017 and 2016, respectively.


The Company’s derivative instruments are not designated as hedges and are marked to fair value each period, with the impact recorded as a gain or loss on financial instruments net in the consolidated statements of operations.operations in other income (expenses), net. While these derivative instruments are not designated as cash flow hedges for accounting purposes, management continues to believe such instruments are closely correlated with the respective debt, thus managing associated risk.

The fair value of the Company's cross-currency derivatives, which are classified within Level 2 of the valuation hierarchy, was $570 million and $290 million


F- 23F-19


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 20162022, 2021 AND 20152020
(dollars in millions, except where indicated)

and is included in other long-term liabilities on its consolidated balance sheets as of December 31, 2022 and 2021, respectively.


The effect of financial instruments on the consolidated statements of operations is presented in the table below.
 Year Ended December 31,
 2017 2016 2015
Gain (Loss) on Financial Instruments, Net:     
Change in fair value of interest rate derivative instruments$5
 $8
 $5
Change in fair value of cross-currency derivative instruments226
 (179) —
Foreign currency remeasurement of Sterling Notes to U.S. dollars(157) 279
 —
Loss on termination of interest rate derivative instruments—
 (11) —
Loss reclassified from accumulated other comprehensive loss due to discontinuance of hedge accounting(5) (8) (9)
 $69
 $89
 $(4)

Upon closing of the TWC Transaction, the Company acquired interest rate derivative instrument assets which were terminated and settled with their respective counterparties in the second quarter of 2016 with an $88 million cash payment to the Company. The termination resulted in an $11 million loss for the year ended December 31, 2016 which wasare recorded in gain (loss) on financial instruments,other income (expenses), net in the consolidated statements of operations. Alloperations and consisted of the Company's interest rate derivatives were expiredfollowing.
Year Ended December 31,
202220212020
Change in fair value of cross-currency derivative instruments$(280)$(106)$40 
Foreign currency remeasurement of Sterling Notes to U.S. dollars185 20 (55)
Loss on financial instruments, net$(95)$(86)$(15)

11.    Revenues

The Company’s revenues by product line are as follows:

Year Ended December 31,
202220212020
Internet$22,222 $21,094 $18,521 
Video17,460 17,630 17,432 
Voice1,559 1,598 1,806 
Residential revenue41,241 40,322 37,759 
Small and medium business4,301 4,170 3,964 
Enterprise2,677 2,573 2,468 
Commercial revenue6,978 6,743 6,432 
Advertising sales1,882 1,594 1,699 
Mobile3,042 2,178 1,364 
Other877 837 834 
$54,020 $51,674 $48,088 

Residential Services

Residential customers are offered Internet, video, voice and mobile services primarily on a subscription basis. Mobile services are sold under unlimited data plans or by-the-gig data usage plans. The Company often provides multiple services to a customer. The transaction price for a bundle of December 31, 2017.

12.    Fair Value Measurements

services may be less than the sum of the standalone selling prices of each individual service. The accounting guidanceestablishesCompany allocates the bundle discount among the services to which the discount relates based on the relative standalone selling prices of those services. Generally, directly observable standalone selling prices are used for the revenue allocation. Customers are invoiced for subscription services in advance of the service period. Each subscription service provided is accounted for as a three-level hierarchydistinct performance obligation and revenue is recognized ratably over the monthly service period as the subscription services are delivered. Residential customers may generally cancel their subscriptions at the end of their monthly service period without penalty. Each optional service purchased is generally accounted for disclosure of fair value measurements, based uponas a distinct performance obligation when purchased and revenue is recognized when the transparency of inputsservice is provided. For customer premise equipment ("CPE") where such CPE would qualify as a lease, the Company combines the operating lease with the subscription service revenue as a single performance obligation as the subscription service is the predominant component. Installation fees are deferred over the period the fee remains material to the valuation of an asset or liability as ofcustomer, which the measurement date, as follows:

Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Financial Assets and Liabilities

The Company has estimated to be approximately six months. Sales commission costs are expensed as incurred as the fair value of its financial instruments as of December 31, 2017 and 2016 using available market information or other appropriate valuation methodologies. Considerable judgment, however,amortization period is required in interpreting market dataless than one year. Right-of-entry costs represent upfront costs incurred related to develop the estimates of fair value. Accordingly, the estimates presented in the accompanying consolidated financial statements are not necessarily indicative of the amounts the Company would realize in a current market exchange.

The carrying amounts of cash and cash equivalents, receivables, payables and other current assets and liabilities approximate fair value because of the short maturity of those instruments.

A portion of the Company’s cash and cash equivalents as of December 31, 2016 were invested in money market funds. The money market funds are valued at the closing price reported by the fund sponsor from an actively traded exchange which approximates fair value. The money market funds potentially subject the Company to concentration of credit risk. The amount invested within any one financial instrument did not exceed $250 million as of December 31, 2016. As of December 31, 2016, there were no significant concentrations of financial instruments in a single investee, industry or geographic location.


agreements entered into with multiple dwelling units (“MDUs”) including landlords,


F- 24F-20


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 20162022, 2021 AND 20152020
(dollars in millions, except where indicated)

real estate companies or owners to gain access to a building in order to market and service customers who reside in the building. Right-of-entry costs are deferred as contract fulfillment costs and recognized over the term of the contracts.

Customers can purchase mobile equipment, including devices and accessory products, and have the option to pay for devices under interest-free monthly installment plans. The Company does not impute interest on equipment installment plans sold through its direct channel as the inherent financing component is not considered significant based on the commercial objective of the plans, interest rates prevailing in the marketplace and credit risks of the Company's customers. The sale of equipment is a separate performance obligation, therefore, revenue is recognized from the sale of equipment upon delivery and acceptance by the customer.

Fees imposed on the Company by various governmental authorities are passed through on a monthly basis to the Company’s customers and are periodically remitted to authorities. Fees of $1.1 billion for each of the years ended December 31, 2022, 2021 and 2020 are reported in revenues on a gross basis with a corresponding operating expense because the Company is acting as a principal. Certain taxes, such as sales taxes imposed on the Company’s customers, collected and remitted to state and local authorities, are recorded on a net basis because the Company is acting as an agent in such situations.

Commercial Services

Small and medium business ("SMB") customers are offered Internet, video voice and mobile services similar to those provided to residential customers. SMB customers may generally cancel their subscriptions at the end of their monthly service period without penalty. Each subscription service provided is accounted for as a distinct performance obligation and revenue is recognized ratably over the monthly service period as the subscription services are delivered.

Services to enterprise clients include more tailored communications products and managed service solutions to larger businesses, as well as high-capacity last-mile data connectivity services to mobile and wireline carriers on a wholesale basis. Services are primarily offered on a subscription basis with a contractually specified and non-cancelable service period, which is generally one to seven years with a weighted average term of approximately three years. Each subscription service provided is accounted for as a distinct performance obligation and revenue is recognized ratably over the contract period as the subscription services are delivered. Enterprise subscription services are billed as monthly recurring charges to customers and related installation services, if applicable, are billed upon completion of the customer installation. Installation services are not accounted for as distinct performance obligations, but rather a component of the connectivity services, and therefore upfront installation fees are deferred and recognized as revenue over the related contract period. Enterprise sales commission costs are deferred and recognized using a portfolio approach over a weighted-average contract period.

Advertising Services

The Company offers local, regional and national businesses the opportunity to advertise in individual and multiple service areas on cable television networks and digital outlets. Placement of advertising is accounted for as a distinct performance obligation and revenue is recognized at the point in time when the advertising is distributed. In some service areas, the Company has formed advertising interconnects or entered into representation agreements with other video distributors, under which the Company sells advertising on behalf of those distributors. In other service areas, the Company has entered into representation agreements under which another operator in the area will sell advertising on the Company’s financial instrumentsbehalf. For representation arrangements in which the Company controls the sale of advertising and acts as the principal to the transaction, the Company recognizes revenue earned from the advertising customer on a gross basis and the amount remitted to the distributor as an operating expense. For other representation arrangements in which the Company does not control the sale of advertising and acts as an agent to the transaction, the Company recognizes revenue net of any fee remitted to the distributor.

F-21

CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2022, 2021 AND 2020
(dollars in millions, except where indicated)

Other balances that are accountednot separately presented on the consolidated balance sheets that relate to the recognition of revenue and collection of the related cash, as well as the deferred costs associated with our contracts with customers consist of the following for at fair value on a recurring basis as of December 31, 2017 and 2016 are presentedthe periods presented:

December 31,
20222021
Accounts receivable, net:
Equipment installment plan receivables, net$577 $391 
Other noncurrent assets:
Equipment installment plan receivables, net$261 $189 
Contract acquisition and fulfillment costs$505 $496 
Accounts payables and accrued liabilities:
Customer prepayments and upfront deferred installation fees$511 $461 

Activity in the table below.allowance for doubtful accounts is summarized as follows for the years presented:


Year Ended December 31,
202220212020
Balance, beginning of period$157 $217 $180 
Charged to expense758 484 560 
Uncollected balances written off, net of recoveries(696)(544)(523)
Balance, end of period$219 $157 $217 

 December 31,
 2017 2016
 Level 1 Level 2 Level 1 Level 2
Assets       
Money market funds$—
 $—
 $1,003
 $—
Liabilities       
Cross-currency derivative instruments$—
 $25
 $—
 $251

A summary of the carrying value and fair value of the Company’s debt at December 31, 2017 and 2016 is as follows:

 December 31,
 2017 2016
 Carrying Value Fair Value Carrying Value Fair Value
Debt       
Senior notes and debentures$60,844
 $63,443
 $52,933
 $55,203
Credit facilities$9,387
 $9,440
 $8,814
 $8,943

The estimated fair value of the Company’s senior notes and debentures as of December 31, 2017 and 2016 is based on quoted market prices in active markets and is classified within Level 1 of the valuation hierarchy, while the estimated fair value of the Company’s credit facilities is based on quoted market prices in inactive markets and is classified within Level 2.

Non-financial Assets and Liabilities

The Company’s nonfinancial assets such as equity-method investments, franchises, property, plant, and equipment, and other intangible assets are not measured at fair value on a recurring basis; however, they are subject to fair value adjustments in certain circumstances, such as upon a business combination and when there is evidence that an impairment may exist.  No impairments were recorded in 2017, 2016 and 2015.

13.12.     Operating Costs and Expenses


Operating costs and expenses, exclusive of items shown separately in the consolidated statements of operations, consist of the following for the periods presented:


Year Ended December 31,
202220212020
Programming$11,620 $11,844 $11,401 
Regulatory, connectivity and produced content2,303 2,494 2,183 
Costs to service customers7,772 7,393 7,472 
Marketing3,339 3,071 3,031 
Mobile3,385 2,489 1,765 
Other4,558 4,275 4,186 
$32,977 $31,566 $30,038 
 Year Ended December 31,
 2017 2016 2015
Programming$10,596
 $7,034
 $2,678
Regulatory, connectivity and produced content2,064
 1,467
 435
Costs to service customers7,780
 5,654
 1,880
Marketing2,420
 1,707
 629
Transition costs124
 156
 72
Other3,576
 2,652
 732
 $26,560
 $18,670
 $6,426


Programming costs consist primarily of costs paid to programmers for basic, premium, digital, video on demand and pay-per-view programming. Regulatory, connectivity and produced content costs represent payments to franchise and regulatory authorities,


F- 25

CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except where indicated)

costs directly related to providing video, Internet and voice services as well as payments for sports, local and news content produced by the Company. Included in regulatory, connectivity and produced content costs isare content acquisition costs for the Los Angeles Lakers’ basketball games and Los Angeles Dodgers’ baseball games, which are recorded as games are exhibited over the applicable season.contract period. Costs to service customers include costs related to field operations, network operations and customer care for the Company’s residential and small and medium businessSMB customers, including internal and third-party labor for the non-capitalizable portion of installations, service and repairs, maintenance, bad debt expense, billing and collection, occupancy and vehicle costs. Marketing costs represent the costs of marketing to current and potential commercialresidential and residentialcommercial customers including labor costs. TransitionMobile costs represent incremental costs incurred to integrateassociated with the TWCCompany's mobile service such as device and Bright House operationsservice

F-22

CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2022, 2021 AND 2020
(dollars in millions, except where indicated)
costs, marketing, sales and to increase the scale of the Company’s business as a result of the Transactions. See Note 3.commissions, retail stores, personnel costs, taxes, among others. Other includes corporate overhead, advertising sales expenses, indirect costs associated with the Company’s enterprise business customers and regional sports and news networks, property tax and insurance expense and stock compensation expense, among others.


14.13.     Other Operating Expenses, Net


Other operating expenses, net consist of the following for the years presented:


Year Ended December 31,
202220212020
Special charges, net$279 $261 $99 
(Gain) loss on sale of assets, net8 45 (32)
$287 $306 $67 
 Year Ended December 31,
 2017 2016 2015
Merger and restructuring costs$351
 $708
 $70
Special charges, net77
 17
 15
(Gain) loss on sale of assets, net16
 (3) 4
 $444
 $722
 $89

Merger and restructuring costs

Merger and restructuring costs represent costs incurred in connection with merger and acquisition transactions and related restructuring, such as advisory, legal and accounting fees, employee retention costs, employee termination costs related to the Transactions and other exit costs. The Company expects to incur additional merger and restructuring costs in connection with the Transactions. Changes in accruals for merger and restructuring costs from January 1, 2016 through December 31, 2017 are presented below:

 Employee Retention Costs Employee Termination Costs Transaction and Advisory Costs Other Costs Total
Liability, December 31, 2015$—
 $—
 $33
 $—
 $33
Liability assumed in the Transactions80
 9
 3
 —
 92
Costs incurred26
 337
 66
 31
 460
Cash paid(99) (102) (77) (31) (309)
Remaining liability, December 31, 20167
 244
 25
 —
 276
          
Costs incurred4
 226
 4
 68
 302
Cash paid(10) (298) (12) (60) (380)
Remaining liability, December 31, 2017$1
 $172
 $17
 $8
 $198

In addition to the costs indicated above, the Company recorded $49 million and $248 million of expense related to accelerated vesting of equity awards of terminated employees for the years ended December 31, 2017 and 2016, respectively.



F- 26

CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except where indicated)


Special charges, net


Special charges, net primarily includes employee termination costs not related to the Transactions and net amounts of litigation settlements. In 2017,settlements and employee termination costs. For the year ended December 31, 2022, special charges, net also includes an $83 million chargeimpairment on non-strategic assets and is offset by a gain related to the Company's withdrawal liability fromsettlement of a multiemployer pension plan. For the year ended December 31, 2021, special charges, net also includes the $220 million settlement with Sprint Communications Company L.P. and T-Mobile USA, Inc.


(Gain) loss on sale of assets, net


(Gain) loss on sale of assets, net representsincludes a $36 million impairment of non-strategic assets held for sale during the year ended December 31, 2021.

14. Other Income (Expenses), Net

Other income (expenses), net (gain) loss recognized onconsist of the sales and disposals of fixed assets and cable systems.following for the periods presented:


Year Ended December 31,
202220212020
Loss on extinguishment of debt (see Note 8)$(3)$(144)$(143)
Loss on financial instruments, net (see Note 10)(95)(86)(15)
Other pension benefits (costs), net (see Note 19)254 305 (66)
Loss on equity investments, net (see Note 5)(151)(179)(13)
$5 $(104)$(237)

15.    Stock Compensation Plans


Charter’s 2009 Stock Incentive Planstock incentive plan provides for grants of nonqualified stock options, incentive stock options, stock appreciation rights, dividend equivalent rights, performance units and performance shares, share awards, phantom stock, restricted stock units and restricted stock.  Directors, officers and other employees of the Company and its subsidiaries, as well as others performing consulting services for the Company, are eligible for grants under the 2009 Stock Incentive Plan.stock incentive plan. The 2009 Stock Incentive Planstock incentive plan allows for the issuance of up to 2116 million shares of Charter Class A common stock (or units convertible into Charter Class A common stock).

AtRestricted stock, restricted stock units and stock options are measured at the closinggrant date fair value and amortized to stock compensation expense over the requisite service period. The fair value of stock options is estimated on the date of grant using the Black-Scholes option-pricing model. The grant date weighted average assumptions used during the years ended December 31, 2022, 2021 and 2020 were: risk-free interest rate of 1.7%, 0.7% and 1.4%, respectively; expected lives of 5.7 years, 5.9 years and 5.5 years, respectively; and expected volatility of 28% during the year ended December 31, 2022 and 27%

F-23

CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2022, 2021 AND 2020
(dollars in millions, except where indicated)
during each of the TWC Transaction, Legacy TWC employee equityyears ended December 31, 2021 and 2020. The Company’s volatility assumptions represent management’s best estimate and were based on a review of Charter's historical and implied volatility. Expected lives were estimated using historical exercise data.  The valuations assume no dividends are paid. The Company has elected an accounting policy to assume zero forfeitures for stock awards were converted into Charter Class A common stock equity awards on the same termsgrants and conditions as were applicable under the Legacy TWC equity awards, except that the number of shares covered by each award and the option exercise prices were adjustedaccount for the Stock Award Exchange Ratio (as defined in the Merger Agreement) such that the intrinsic value of the converted TWC awards was approximately equal to that of the original awards at the closing of the Transactions. The converted TWC awards continue to be subject to the terms of the Legacy TWC equity plans. The Parent Merger Exchange Ratio was also applied to outstanding Legacy Charter equity awards and option exercise prices; however, the terms of the equity awards did not change as a result of the Transactions.forfeitures when they occur.


Charter Stock options and restricted stock units generally cliff vest uponthree years from the three year anniversarydate of each grant. Certain stock options and restricted stock units vest based on achievement of stock price hurdles. Stock options generally expire ten years from the grant date and restricted stock units have no voting rights. Restricted stock generally vests one year from the date of grant. Legacy TWC restricted stock units that were converted into Charter restricted stock units generally vest 50% on each of the third and fourth anniversary of the grant date.


As of December 31, 2017,2022, total unrecognized compensation remaining to be recognized in future periods totaled $211$211 million for stock options, $1$1.0 million for restricted stock and $173$275 million for restricted stock units and the weighted average period over which they are expected to be recognized is 32 years for stock options, 4 months for restricted stock and 2 years for restricted stock units. The Company recorded $261$470 million, $244$430 million and $78$351 million of stock compensation expense for the years ended December 31, 2017, 20162022, 2021 and 2015,2020, respectively, which is included in operating costs and expenses. The Company also recorded $49 million and $248 million

A summary of expensethe activity for Charter’s stock options for the years ended December 31, 20172022, 2021 and 2016, respectively, related to accelerated vesting of equity awards of terminated employees which2020, is recordedas follows (shares in merger and restructuring costs.thousands, except per share data):



Year Ended December 31,
202220212020
SharesWeighted Average Exercise PriceAggregate Intrinsic ValueSharesWeighted Average Exercise PriceAggregate Intrinsic ValueSharesWeighted Average Exercise PriceAggregate Intrinsic Value
Outstanding, beginning of period8,433 $362.26 8,842 $312.95 10,549 $241.14 
Granted1,469 $577.64 1,295 $629.57 1,672 $536.27 
Exercised(552)$295.51 $133 (1,568)$295.46 $606 (3,160)$191.43 $1,176 
Canceled(170)$570.44 (136)$476.90 (219)$312.94 
Outstanding, end of period9,180 $396.89 $468 8,433 $362.26 8,842 $312.95 
Weighted average remaining contractual life6years6years7years
Options exercisable, end of period5,320 $266.78 $467 4,102 $237.45 2,940 $220.78 
Options expected to vest, end of period3,860 $576.23 $— 
Weighted average fair value of options granted$172.24 $171.21 $148.02 



F- 27F-24


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 20162022, 2021 AND 20152020
(dollars in millions, except where indicated)

A summary of the activity for Charter’s restricted stock options (after applying the Parent Merger Exchange Ratio) for the years ended December 31, 2017, 20162022, 2021 and 2015,2020, is as follows (shares in thousands, except per share data):


Year Ended December 31,
202220212020
SharesWeighted Average Grant PriceSharesWeighted Average Grant PriceSharesWeighted Average Grant Price
Outstanding, beginning of period5 $654.33 6 $504.53 8 $359.33 
Granted7 $494.72 5 $654.33 6 $504.53 
Vested(5)$654.33 (6)$504.53 (8)$359.33 
Canceled— $— — $— — $— 
Outstanding, end of period7 $494.72 5 $654.33 6 $504.53 
 Year Ended December 31,
 2017 2016 2015
 Shares Weighted Average Exercise Price Aggregate Intrinsic Value Shares Weighted Average Exercise Price Aggregate Intrinsic Value Shares Weighted Average Exercise Price Aggregate Intrinsic Value
Outstanding, beginning of period9,592
 $181.39
   3,923
 $122.03
   3,336
 $95.42
  
Granted1,175
 $302.87
   5,999
 $218.91
   1,176
 $177.14
  
Converted TWC awards—
 $—
   839
 $86.46
   —
 $—
  
Exercised(1,044) $124.32
 $219
 (1,015) $96.33
 $146
 (524) $72.27
 $68
Canceled(74) $251.63
   (154) $173.98
   (65) $155.23
  
Outstanding, end of period9,649
 $201.83
 $1,295
 9,592
 $181.39
   3,923
 $122.03
  
                  
Weighted average remaining contractual life8
years   8
years   7
years  
Options exercisable, end of period1,734
 $90.56
 $425
 1,665
 $71.71
   1,224
 $61.88
  
Options expected to vest, end of period7,915
 $226.20
 $869
            
Weighted average fair value of options granted$73.67
     $47.42
     $66.20
    


A summary of the activity for Charter’s restricted stock (after applying the Parent Merger Exchange Ratio)units for the years ended December 31, 2017, 20162022, 2021 and 2015,2020, is as follows (shares in thousands, except per share data):


Year Ended December 31,
202220212020
SharesWeighted Average Grant PriceSharesWeighted Average Grant PriceSharesWeighted Average Grant Price
Outstanding, beginning of period1,294 $449.03 1,651 $337.82 2,059 $249.45 
Granted638 $522.45 367 $629.47 423 $509.64 
Vested(592)$307.67 (665)$269.88 (753)$194.40 
Canceled(74)$569.11 (59)$467.26 (78)$317.45 
Outstanding, end of period1,266 $545.00 1,294 $449.03 1,651 $337.82 
 Year Ended December 31,
 2017 2016 2015
 Shares Weighted Average Grant Price Shares Weighted Average Grant Price Shares Weighted Average Grant Price
Outstanding, beginning of period10
 $231.81
 197
 $65.79
 390
 $63.30
Granted10
 $343.10
 10
 $231.83
 6
 $201.34
Vested(10) $231.81
 (197) $65.79
 (199) $65.16
Canceled—
 $—
 —
 $—
 —
 $—
Outstanding, end of period10
 $343.10
 10
 $231.81
 197
 $65.79




F- 28

CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except where indicated)

A summary of the activity for Charter’s restricted stock units (after applying the Parent Merger Exchange Ratio) for the years ended December 31, 2017, 2016 and 2015, is as follows (shares in thousands, except per share data):

 Year Ended December 31,
 2017 2016 2015
 Shares Weighted Average Grant Price Shares Weighted Average Grant Price Shares Weighted Average Grant Price
Outstanding, beginning of period3,313
 $192.41
 337
 $150.96
 294
 $115.01
Granted285
 $302.76
 895
 $213.09
 148
 $179.17
Converted TWC awards—
 $—
 4,162
 $224.90
 —
 $—
Vested(1,159) $216.21
 (1,739) $219.60
 (90) $78.65
Canceled(48) $234.99
 (342) $219.91
 (15) $155.43
Outstanding, end of period2,391
 $192.96
 3,313
 $192.41
 337
 $150.96

16.    Income Taxes


CCO Holdings is a single member limited liability company not subject to income tax. CCO Holdings holds all operations through indirect subsidiaries. The majority of these indirect subsidiaries are limited liability companies that are not subject to income tax.Charter has elected the accounting policy not to allocate income taxes to its subsidiaries that are not subject to income tax. Certain indirect subsidiaries that are required to file separate returns are subject to federal and state tax. CCO Holdings’ tax provision reflects the tax provision of the entities required to file separate returns.


The Company recognizes deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of these indirect subsidiaries' assets and liabilities and expected benefits of utilizing loss carryforwards. The impact on deferred taxes of changes in tax rates and tax law, if any, applied to the years during which temporary differences are expected to be settled, are reflected in the consolidated financial statements in the period of enactment.

Generally, the taxable income, gains, losses, deductions and credits of CCO Holdings are passed through to its indirect members, Charter and Advance/Newhouse Partnership (“A/N.N”). Charter is responsible for its share of taxable income or loss of CCO Holdings allocated to it in accordance with the Charter Holdings Limited Liability Company Agreement (“LLC Agreement”) and partnership tax rules and regulations. Charter also records financial statement deferred tax assets and liabilities related to its investment, and its underlying net assets, in CCO Holdings.



F-25

CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2022, 2021 AND 2020
(dollars in millions, except where indicated)
Income Tax Benefit (Expense)Expense


For the years ended December 31, 2017, 2016,2022, 2021, and 2015,2020, the Company recorded deferred income tax benefit (expense)expense as shown below. The tax provision in future periods will vary based on current and future temporary differences, as well as future operating results.


Year Ended December 31,
202220212020
Current expense:
Federal income taxes$(2)$(1)$(2)
State income taxes(48)(35)(30)
Current income tax expense(50)(36)(32)
Deferred benefit (expense):
State income taxes3 (5)3 
Deferred income tax benefit (expense)3 (5)3 
Income tax expense$(47)$(41)$(29)
  Year Ended December 31,
  2017 2016 2015
Current expense:      
Federal income taxes $(1) $—
 $(1)
State income taxes (15) 3
 (3)
Current income tax benefit (expense) (16) 3
 (4)
       
Deferred benefit:      
Federal income taxes —
 —
 180
State income taxes (7) (6) 34
Deferred income tax benefit (expense) (7) (6) 214
Income tax benefit (expense) $(23) $(3) $210

Income tax is recognized primarily through decreases (increases) in deferred tax liabilities, as well as through current federal and state income tax expense. Income tax benefit for the year ended December 31, 2015 was primarily the result of the deemed liquidation of Charter Holdco in July 2015. After the deemed liquidation of Charter Holdco, all taxable income, gains, losses,


F- 29

CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except where indicated)

deductions and credits of Charter Holdco and its indirect subsidiaries were treated as income of Charter. The tax provision in future periods will vary based on future operating results, as well as future book versus tax differences.

In December 2017, the Tax Cuts & Jobs Act (“Tax Reform”) was enacted.  While Charter received an income tax benefit as a result of Tax Reform, the Company was not materially impacted by the new provisions as it is a disregarded entity for federal tax purposes. Among other things, the primary provisions of Tax Reform impacting Charter was the reductions to the U.S. corporate income tax rate from 35% to 21% and temporary 100% bonus depreciation for certain assets. Where applicable, the change in tax law required Charter to remeasure existing net deferred tax liabilities using the lower rate in the period of enactment. Overall, the changes due to Tax Reform will favorably affect income tax expense on future U.S. earnings.


The Company’s effective tax rate differs from that derived by applying the applicable federal income tax rate of 35%21% for the years ended December 31, 2017, 2016,2022, 2021 and 2015, respectively,2020 as follows:


Year Ended December 31,
202220212020
Statutory federal income taxes$(1,544)$(1,334)$(881)
Statutory state income taxes, net(44)(40)(27)
Income allocated to limited liability companies not subject to income taxes1,541 1,333 879 
Income tax expense$(47)$(41)$(29)
  Year Ended December 31,
  2017 2016 2015
Statutory federal income taxes $(317) $(511) $(50)
Statutory state income taxes, net (23) (3) (3)
Income allocated to limited liability companies not subject to income taxes 317
 511
 50
Change in valuation allowance —
 —
 20
Organizational restructuring —
 —
 192
Other —
 —
 1
Income tax benefit (expense) $(23) $(3) $210


Deferred Tax Assets (Liabilities)


The tax effects of these temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 20172022 and 20162021 are presented below.
December 31,
20222021
Deferred tax assets:
Accrued and other$8 $7 
Total gross deferred tax assets8 7 
Deferred tax liabilities:
Indefinite-lived intangibles(44)(43)
Property, plant and equipment(17)(19)
Accrued and other(1)(2)
Deferred tax liabilities(62)(64)
Net deferred tax liabilities$(54)$(57)
  December 31,
  2017 2016
Deferred tax assets:    
Loss carryforwards $7
 $—
Accrued and other 5
 2
Deferred tax assets $12
 $2
     
Deferred tax liabilities:    
Indefinite-lived intangibles $(25) $(14)
Property, plant and equipment (17) (11)
Other intangibles (2) (2)
Deferred tax liabilities (44) (27)
Net deferred tax liabilities $(32) $(25)


Uncertain Tax Positions


In connection with the TWC Transaction, the Company assumed $181 million of gross unrecognized tax benefits, exclusive of interest and penalties, which are recorded within other long-term liabilities. The net amount of the unrecognized tax benefits recorded as of December 31, 20172022 that could impact the effective tax rate is $144$128 million. The Company has determined that it is reasonably possible that its existing reserve for uncertain tax positions as

F-26

CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2022, 2021 AND 2020
(dollars in millions, except where indicated)
of December 31, 20172022 could decrease by approximately $58$24 million during the year ended December 31, 20182023 related to various ongoing audits, settlement discussions and expiration of statute of limitations with various state and local agencies; however, various events could cause the Company’s current expectations


F- 30

CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except where indicated)

to change in the future. These uncertain tax positions, if ever recognized in the financial statements, would be recorded in the consolidated statements of operations as part of the income tax provision. A reconciliation of the beginning and ending amount of unrecognized tax benefits, exclusive of interest and penalties, included in other long-term liabilities on the accompanying consolidated balance sheets of the Company is as follows:


BALANCE, December 31, 2020$102 
Reductions on settlements and expirations with taxing authorities(6)
BALANCE, December 31, 202196 
Activity on prior year tax positions1 
Additions on current year tax positions55 
Reductions on settlements and expirations with taxing authorities(1)
BALANCE, December 31, 2022$151 
BALANCE, December 31, 2015$—
Additions on tax positions assumed in the TWC Transaction181
Reductions on settlements and expirations with taxing authorities(22)
  
BALANCE, December 31, 2016$159
Reductions on settlements and expirations with taxing authorities(25)
  
BALANCE, December 31, 2017$134


The Company recognizes interest and penalties accrued on uncertain income tax positions as part of the income tax provision. Interest and penalties included in other long-term liabilities on the accompanying consolidated balance sheets of the Company were $38 million and $33 million as of December 31, 2017 and 2016, respectively.

No tax years for Charter Charter Holdings, or Charter Holdco, the Company's indirect parent companies, for income tax purposes, areis currently under examination by the Internal Revenue Service ("IRS"). Charter and Charter Holdings' for income tax purposes for 2016 and 20172019. Charter's 2020 and 2021 tax years remain open for examination and assessment. Legacy Charter’s 2017 and 2018 tax years ending 2014 through theremain open solely for purposes of loss and credit carryforwards. Charter’s short period return dated May 17, 2016 remain subject(prior to examinationthe merger with Time Warner Cable Inc. ("TWC") and assessment. Yearsacquisition of Bright House Networks, LLC ("Bright House")) and prior to 2014years remain open solely for purposes of examination of Legacy Charter’s loss and credit carryforwards. The IRS is currently examining LegacyCharter Holdings’ income tax return for 2016, 2019 and 2021. Charter Holdings’ 2020 tax year remains open for examination and assessment, while 2017 and 2018 remain open solely for purposes of credit carryforwards. The IRS is currently examining TWC’s income tax returns for 2011 through 2014. Legacy TWC’s tax year 2015 remains subject to examination and assessment.2015. Prior to Legacy TWC’s separation from Time Warner Inc. (“Time Warner”) in March 2009, (the “Separation”), Legacy TWC was included in the consolidated U.S. federal and certain state income tax returns of Time Warner. The IRS is currently examininghas examined Time Warner’s 2008 through 2010 income tax returns. Time Warner’s income tax returns for 2005 to 2007, whichand the appeal results are periods prior to the Separation, were settled with the exception of an immaterial item that has been referred to the IRS Appeals Division.being evaluated. The Company does not anticipate that these examinations will have a material impact on the Company’s consolidated financial position or results of operations. In addition, the Company is also subject to ongoing examinations of the Company’s tax returns by state and local tax authorities for various periods. Activity related to these state and local examinations did not have a material impact on the Company’s consolidated financial position or results of operations during the year ended December 31, 2017,2022, nor does the Company anticipate a material impact in the future.


17.    Related Party Transactions


The following sets forth certain transactions in which the Company and the directors, executive officers, and affiliatesother related parties of the Company are involved or, in the case of the management arrangements, subsidiaries that are debt issuers that pay certain of their parent companies for services.


Charter is a party to management arrangements with its subsidiary, Spectrum Management and certain of their subsidiaries. Under these agreements, Charter, Spectrum Management and Charter Holdco provide management services for the cable systems owned or operated by their subsidiaries. Costs associated with providing these services are charged directly to the Company’s operating subsidiaries. All other costs incurred on behalf of Charter’s operating subsidiaries are considered a part of the management fee. These costs are recorded as a component of operating costs and expenses, in the accompanying consolidated financial statements. The management fee charged to the Company’s operating subsidiaries approximated the expenses incurred by Spectrum Management, Charter Holdco and Charter on behalf of the Company’s operating subsidiaries in 2017, 20162022, 2021 and 2015.2020.


Liberty Broadband and A/N


On May 23, 2015, in connection withUnder the executionterms of the Merger Agreement and the amendment of the Contribution Agreement, Charter entered into the Amended and Restated Stockholders Agreement withamong Liberty Broadband, A/N and Legacy Charter, dated May 23, 2015 (the “Stockholders Agreement”"Stockholders Agreement") and the LLC Agreement with Liberty Broadband and A/N. As of the closing of the Merger Agreement and the Contribution Agreement on May 18, 2016, the Stockholders Agreement replaced Legacy Charter’s existing stockholders


F- 31

CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except where indicated)

agreement with Liberty Broadband, dated September 29, 2014, and superseded the amended and restated stockholders agreement among Legacy Charter, Charter, Liberty Broadband and A/N, dated March 31, 2015.

Under the terms of the Stockholders Agreement,, the number of Charter’s directors is fixed at 13, and includes its CEO. Upon the closing of the Bright House Transaction, two13. Two designees selected by A/N becameare members of the board of directors of Charter and three designees selected by Liberty Broadband continued asCorporation (“Liberty Broadband”) are members of the board of directors of Charter. The remaining eight directors are not affiliated withdesignated by either A/N

F-27

CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2022, 2021 AND 2020
(dollars in millions, except where indicated)
or Liberty Broadband. Each of A/N and Liberty Broadband is entitled to nominate at least one director to each of the committees of Charter’s board of directors, subject to applicable stock exchange listing rules and certain specified voting or equity ownership thresholds for each of A/N and Liberty Broadband, and provided that the Nominating and Corporate Governance Committee and the Compensation and Benefit Committee each have at least a majority of directors independent from A/N, Liberty Broadband and the CompanyCharter (referred to as the “unaffiliated directors”). Each of the Nominating and Corporate Governance Committee and the Compensation and Benefits Committee is currently comprised of three unaffiliated directors and one designee of each of A/N and Liberty Broadband. A/N and Liberty Broadband also have certain other committee designation and other governance rights. Upon the closing of the Bright House Transaction, Mr. Thomas Rutledge is the Company’s CEO, became the chairmanExecutive Chairman of the board of Charter.Charter and Mr. Christopher Winfrey, the Company’s President and CEO, is a non-voting board observer.


In December 2016, Charter and A/N entered into a letter agreement, as amended in December 2017 (the "Letter Agreement"“A/N Letter Agreement”) that requires A/N to sell to Charter or to Charter Holdings, on a monthly basis, a number of shares of Charter Class A common stock or Charter Holdings common units that represents a pro rata participation by A/N and its affiliates in any repurchases of shares of Charter Class A common stock from persons other than A/N effected by Charter during the immediately preceding calendar month, at a purchase price equal to the average price paid by Charter for the shares repurchased from persons other than A/N during such immediately preceding calendar month. A/N and Charter both have the right to terminate or suspend the pro rata repurchase arrangement on a prospective basis once Charter or Charter Holdings have repurchased shares of Class A common stock or Charter Holdings common units from A/N and its affiliates for an aggregate purchase price of $537 million, which threshold has been met. On December 21, 2017, Charter and A/N entered into an amendment to the Letter Agreement resetting the aggregate purchase price to $400 million.basis. Pursuant to the TRA between Charter and A/N, Charter must pay to A/N 50% of the tax benefit when realized by Charter from the step-up in tax basis resulting from any future exchange or sale of the preferred and common units.


In February 2021, Charter and Liberty Broadband entered into a letter agreement (the “LBB Letter Agreement”). The Company is awareLBB Letter Agreement implements Liberty Broadband’s obligations under the Stockholders Agreement to participate in share repurchases by Charter. Under the LBB Letter Agreement, Liberty Broadband will sell to Charter, generally on a monthly basis, a number of shares of Charter Class A common stock representing an amount sufficient for Liberty Broadband’s ownership of Charter to be reduced such that Dr. John Malone may be deemedit does not exceed the ownership cap then applicable to haveLiberty Broadband under the Stockholders Agreement at a 39.2%purchase price per share equal to the volume weighted average price per share paid by Charter for shares repurchased during such immediately preceding calendar month other than (i) purchases from A/N, (ii) purchases in privately negotiated transactions or (iii) purchases for the withholding of shares of Charter Class A common stock pursuant to equity compensation programs of Charter.

Gregory Maffei, a director of Charter and President and CEO and director and holder of 7.5% voting interest in Liberty Interactive andBroadband, is Chairman of the board of directors an executive officer position,of Qurate Retail, Inc. ("Qurate") and Dr. John Malone, a director emeritus of Charter, Chairman of the board of directors of Liberty Interactive.Broadband and holder of 49.0% of voting interest in Liberty InteractiveBroadband, also serves on the Qurate board of directors. As reported in SEC filings of Qurate, Mr. Maffei and Dr. Malone, Mr. Maffei has ownership of an approximate 19.8% voting interest in Quarate and Dr. Malone has ownership of an approximate 6.7% voting interest in Qurate. Qurate wholly owns HSN, Inc. (“HSN”) and QVC, Inc. (“QVC”). The Company has programming relationships with HSN and QVC which pre-date the transaction with Liberty Media Corporation.QVC. For the years ended December 31, 2017, 20162022, 2021 and 2015,2020, the Company recorded revenue in aggregate of approximately $77$43 million, $53$48 million and $17$50 million, respectively, from HSN and QVC as part of channel carriage fees and revenue sharing arrangements for home shopping sales made to customers in the Company’s footprint.


Dr. Malone and Mr. Steven Miron, each a member of Charter’s board of directors, also serve on the board of directors of Discovery Communications, Inc., (“Discovery”). The Company is aware that Dr. Malone owns 93.6% of the series B common stock of Discovery, 6% of the series C common stock of Discovery and has a 28.1% voting interest in Discovery for the election of directors. The Company is aware that Advance/Newhouse Programming Partnership (“A/N PP”), an affiliate of A/N and in which Mr. Miron is the CEO, owns 100% of the Series A preferred stock of Discovery and 100% of the Series C preferred stock of Discovery and has a 31.1% voting interest for the election of directors. A/N PP has the right to appoint three directors out of a total of eleven directors to Discovery’s board to be elected by the holders of Discovery’s Series A preferred stock. In addition, Dr. Malone is a member of the board of directors of Lions Gate Entertainment Corp. ("Lions Gate," parent company of Starz, Inc.) and owns approximately 5.5% in the aggregate of the common stock of Lions Gate and has 7.9% of the voting power, pursuant to his ownership of Lions Gate Class A voting shares. The Company purchases programming from both Discovery and Lions Gate pursuant to agreements entered into prior to Dr. Malone and Mr. Miron joining Charter’s board of directors. Based on publicly available information, the Company does not believe that either Discovery or Lions Gate would currently be considered related parties. The amounts paid in the aggregate to Discovery and Lions Gate represent less than 3% of total operating costs and expenses for the years ended December 31, 2017, 2016 and 2015.

Equity Investments


The Company and its parent companies have agreements with certain equity-methodequity investees (see Note 7)5) pursuant to which the Company has made or received related party transaction payments.payments for the receipt of goods or services. The Company and its parent companies recorded payments to equity-methodequity investees totaling $317$213 million, $171$229 million and $28$225 million during the years ended December 31, 2017, 20162022, 2021 and 2020, respectively.




F- 32F-28


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 20162022, 2021 AND 20152020
(dollars in millions, except where indicated)

and 2015, respectively. The Company recorded advertising revenues from transactions with equity-method investees totaling $9 million and $7 million during the years ended December 31, 2017 and 2016, respectively. There were no advertising revenues received in 2015.

18.    Commitments and Contingencies


Commitments


The following table summarizes the Company’s and it'sits parent companies'companies payment obligations as of December 31, 20172022 for its contractual obligations.


Total20232024202520262027Thereafter
Programming Minimum Commitments (a)
$55 $55 $— $— $— $— $— 
Other (b)
13,398 2,707 2,202 820 753 739 6,177 
$13,453 $2,762 $2,202 $820 $753 $739 $6,177 
 Total 2018 2019 2020 2021 2022 Thereafter
Capital and Operating Lease Obligations (a)
$1,512
 $286
 $235
 $199
 $165
 $132
 $495
Programming Minimum Commitments (b)
164
 103
 39
 22
 —
 —
 —
Other (c)
13,626
 1,917
 1,031
 839
 653
 499
 8,687
 $15,302
 $2,306
 $1,305
 $1,060
 $818
 $631
 $9,182


(a)The Company pays programming fees under multi-year contracts, typically based on a flat fee per customer, which may be fixed for the term, or may in some cases escalate over the term. Programming costs included in the statements of operations were $11.6 billion, $11.8 billion and $11.4 billion for the years ended December 31, 2022, 2021 and 2020 respectively. Certain of the Company’s programming agreements are based on a flat fee per month or have guaranteed minimum payments. The table sets forth the aggregate guaranteed minimum commitments under the Company’s programming contracts.
(a)
The Company leases certain facilities and equipment under non-cancelable capital and operating leases. Capital lease obligations represented $123 million of total capital and operating lease obligations as of December 31, 2017. Leases and rental costs charged to expense for the years ended December 31, 2017, 2016 and 2015 were $321 million, $215 million, $49 million, respectively.
(b)
The Company pays programming fees under multi-year contracts ranging from three to ten years, typically based on a flat fee per customer, which may be fixed for the term, or may in some cases escalate over the term. Programming costs included in the statement of operations were $10.6 billion, $7.0 billion and $2.7 billion for the years ended December 31, 2017, 2016 and 2015 respectively. Certain of the Company’s programming agreements are based on a flat fee per month or have guaranteed minimum payments. The table sets forth the aggregate guaranteed minimum commitments under the Company’s programming contracts.
(c)
“Other” represents other guaranteed minimum commitments, including rights negotiated directly with content owners for distribution on company-owned channels or networks, commitments related to our role as an advertising and distribution sales agent for third party-owned channels or networks, commitments to our customer premise equipment vendors and contractual obligations related to third-party network augmentation.

(b)“Other” represents other guaranteed minimum commitments, including rights negotiated directly with content owners for distribution on company-owned channels or networks, commitments related to our role as an advertising and distribution sales agent for third party-owned channels or networks, commitments to our customer premise equipment and device vendors and contractual obligations related to third-party network augmentation.

The following items are not included in the contractual obligation table due to various factors discussed below. However, the Company incurs these costs as part of its operations:


•The Company rents utility poles used in its operations. Generally, pole rentals are cancelable on short notice, but the Company anticipates that such rentals will recur. Rent expense incurred for pole rental attachments for the years ended December 31, 2017, 20162022, 2021 and 20152020 was $167$207 million, $115$200 million and $53$192 million, respectively.
•The Company pays franchise fees under multi-year franchise agreements based on a percentage of revenues generated from video service per year. The Company also pays other franchise related costs, such as public education grants, under multi-year agreements. Franchise fees and other franchise-related costs included in the accompanying statement of operations were $705$730 million, $534$733 million and $212$741 million for the years ended December 31, 2017, 20162022, 2021 and 20152020 respectively.
•The Company has $291$484 million in letters of credit, of which $137$37 million is secured under the Charter Operating credit facility, primarily to its various casualty carriers as collateral for reimbursement of workers' compensation, auto liability and general liability claims.claims, as well as $346 million of surety bonds.
Minimum pension funding requirements have not been presented in the table above as such amounts have not been determined beyond 2017. The Company made no cash contributions to the qualified pension plans in 2017; however, the Company is permitted to make discretionary cash contributions to the qualified pension plans in 2018. For the nonqualified pension plan, the Company contributed $18 million during 2017 and will continue to make contributions in 2018 to the extent benefits are paid.


F- 33

CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except where indicated)


Legal Proceedings


In August 2015, a purported stockholder of Charter, Matthew Sciabacucchi, filed a lawsuit in the Delaware Court of Chancery, on behalf of a putative class of Charter stockholders, challenging the transactions betweeninvolving Charter, TWC, A/N, and Liberty Broadband announced by Charter on May 26, 2015. The lawsuit, nameswhich named as defendants Liberty Broadband, Legacy Charter theand its board of directors, of Charter, and Charter. Plaintiff allegesalleged that the Liberty Transactions improperly benefittransactions resulted from breaches of fiduciary duty by Charter’s directors and that Liberty Broadband improperly benefited from the challenged transactions at the expense of other Charter shareholders.stockholders. On January 12, 2023, the parties reached a tentative agreement to settle the lawsuit. The settlement is subject to preliminary and final approval by the court and will result in a net payment to Charter filedas a motion to dismissresult of the settlement of the derivative claims by the plaintiffs. The Company cannot provide assurance that this litigation. The Courttentative settlement will be finalized and approved by the court. Pending finalization of Chancery hasthe settlement and in the event the settlement is not yet made a final ruling onfinalized and approved by the motion to dismiss. Charter denies any liability, believes that it has substantial defenses, and intendscourt, the Company will continue to vigorously defend this suit.lawsuit. Although Charter is unable to predict the outcome of this lawsuit, it does not expect the outcome will have a material effect on its operations, financial condition or cash flows.


The California Attorney General and the Alameda County, California District Attorney are investigating whether certain of Legacy Charter’s waste disposal policies, procedures and practices are in violation of the California Business and Professions Code and the California Health and Safety Code. That investigation was commenced in January 2014. A similar investigation involving Legacy

F-29

CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2022, 2021 AND 2020
(dollars in millions, except where indicated)
TWC was initiated in February 2012. Charter is cooperating with these investigations. While the Company is unable to predict the outcome of these investigations, it does not expect that the outcome will have a material effect on its operations, financial condition, or cash flows.


On December 19, 2011, SprintIn March 2020, Charter Communications, LLC (“CC, LLC”), an indirect subsidiary of the Company, L.P. (“Sprint”)was named as a defendant in a lawsuit filed in Dallas, Texas related to the fatal stabbing of an individual in her home by an off duty CC, LLC technician: William Goff, as Personal Representative of Betty Jo McClain Thomas, deceased, et al. v. Roy James Holden, Jr. and Charter Communications, LLC, Case No. CC-20-01579-E, pending in County Court at Law No. 5 for Dallas County, Texas. The complaint alleged that CC, LLC was responsible for Mrs. Thomas' death. Following a complaint in the U.S. District Court for the District of Kansas alleging that Legacy TWC infringed certain U.S. patents purportedly relating to Voice over Internet Protocol (“VoIP”) services. Atwo phase trial, began on February 13, 2017.  On March 3, 2017 the jury returned a verdict of $140 million against Legacy TWC and further concluded that Legacy TWC had willfully infringed Sprint’s patents. The court subsequently declined to enhance the damage award as a result of the purported willful infringementfinding CC, LLC ninety percent at fault for Mrs. Thomas’ death, and awarded Sprint an additional $6compensatory damages of $375 million representing pre-judgment interestto plaintiffs and then awarded $7.0 billion in punitive damages to plaintiffs on July 26, 2022. On October 7, 2022, plaintiffs filed a motion for a judgment that proposed a reduced total award of $1.1 billion. The trial judge signed the judgment, and CC, LLC posted a $25 million bond to stay the judgment pending appeals. On January 11, 2023, and after issuing a series of decreasing settlement demands over several months, the plaintiffs issued a new, lower settlement demand to CC, LLC and its insurers, and then on January 18, 2023, plaintiffs also filed a notice of remittitur with the court to further reduce the judgment to $262 million, comprised of $87 million in actual damages, award. The Company has appealedand $175 million in punitive damages. On January 24, 2023 and upon the case to the United States Court of Appeals for the Federal Circuit. In addition to its appeal, the Company continues to pursue indemnity from oneinsistence and demand of its vendors.  The impact of the verdict was reflected in the measurement period adjustments to net current liabilities as described in Note 3. The Company does not expect that the outcomeinsurers, CC, LLC reached a tentative settlement of this litigationlawsuit at an amount substantially less than the reduced judgment and within CC, LLC’s insurance coverage. In the event the settlement is not ultimately finalized, CC, LLC will have a material adverse effect on its operations or financial condition.  The ultimate outcome of this litigation or the pursuit of indemnity against the Company’s vendor cannot be predicted.
Subsequently, on December 2, 2017, Sprint filed suit against Charter in the United States District Court for the District of Delaware. The new suit alleges infringement of 15 patents relatedcontinue to the Company's provision of voice services (ten of which were already asserted against Legacy TWC in the matter described above). Charter is investigating the allegations and will vigorously defend this case. While the Company is unable to predict the outcome of its investigations, it does not expect that this litigation will have a material effect on its operations, financial condition, or cash flows.lawsuit including pursuing all available appeals.

On October 23, 2015, the New York Office of the Attorney General (the “NY AG”) began an investigation of Legacy TWC's advertised Internet speeds and other Internet product advertising. On February 1, 2017, the NY AG filed suit in the Supreme Court for the State of New York alleging that Legacy TWC's advertising of Internet speeds was false and misleading. The suit seeks restitution and injunctive relief. The Company has moved to dismiss the NY AG’s complaint and the Company intends to defend itself vigorously. Although no assurances can be made that such defenses would ultimately be successful, the Company does not expect that the outcome of this litigation will have a material adverse effect on its operations, financial condition or cash flows.


The Company and its parent companies are defendants or co-defendants in several additional lawsuits involving alleged infringement of various patentsintellectual property relating to various aspects of their businesses. Other industry participants are also defendants in certain of these cases or related cases. In the event that a court ultimately determines that the Company infringes on any intellectual property, rights, the Company may be subject to substantial damages and/or an injunction that could require the Company or its vendors to modify certain products and services the Company offers to its subscribers, as well as negotiate royalty or license agreements with respect to the patentsintellectual property at issue. While the Company believes the lawsuits are without merit and intends to defend the actions vigorously, no assurance can be given that any adverse outcome would not be material to the Company’s consolidated financial condition, results of operations, or liquidity. The Company cannot predict the outcome of any such claims nor can it reasonably estimate a range of possible loss.


The Company and its parent companies are party to other lawsuits, claims and regulatory inquiries that arise in the ordinary course of conducting their business. The ultimate outcome of these other legal matters pending against the Company cannot be predicted,


F- 34

CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except where indicated)

and although such lawsuits and claims are not expected individually to have a material adverse effect on the Company’s consolidated financial condition, results of operations or liquidity, such lawsuits could have, in the aggregate, a material adverse effect on the Company’s consolidated financial condition, results of operations or liquidity. Whether or not the Company ultimately prevails in any particular lawsuit or claim, litigation can be time consuming and costly and injure the Company’s reputation.


19.    Employee Benefit Plans


Pension Plans


The Company sponsors two qualified and unqualified defined benefit pension plans the TWC Pension Plan and the TWC Union Pension Plan, that provide pension benefits to a majority of Legacyemployees who were employed by TWC employees.before the merger with TWC. Pension benefits are based on formulas that reflect the employees’ years of service and compensation during their employment period. Actuarial gains or losses are changes in the amount of either the benefit obligation or the fair value of plan assets resulting from experience different from that assumed or from changes in assumptions. The Company also provideshas elected to follow a nonqualified defined benefitmark-to-market pension planaccounting policy for certain employees underrecording the TWC Excess Pension Plan.actuarial gains or losses annually during the fourth quarter, or earlier if a remeasurement event occurs during an interim period.

F-30

CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2022, 2021 AND 2020
(dollars in millions, except where indicated)

Changes in the projected benefit obligation, fair value of plan assets and funded status of the pension plans from January 1 through December 31 are presented below:
20222021
Projected benefit obligation at beginning of year$3,374 $3,688 
Interest cost103 97 
Actuarial gain(1,032)(183)
Settlement(146)(173)
Benefits paid(56)(55)
Projected benefit obligation at end of year
$2,243 $3,374 
Accumulated benefit obligation at end of year$2,243 $3,374 
Fair value of plan assets at beginning of year$3,457 $3,462 
Actual return on plan assets(675)219 
Employer contributions3 4 
Settlement(146)(173)
Benefits paid(56)(55)
Fair value of plan assets at end of year$2,583 $3,457 
Funded status$340 $83 
 2017 2016
Projected benefit obligation at beginning of year$3,260
 $—
Benefit obligation assumed in the TWC Transaction—
 4,009
Service cost—
 86
Interest cost133
 87
Curtailment amendment—
 (675)
Actuarial (gain) loss406
 (149)
Settlement(185) —
Benefits paid(45) (98)
Projected benefit obligation at end of year$3,569
 $3,260
    
Accumulated benefit obligation at end of year$3,569
 $3,260
    
Fair value of plan assets at beginning of year$2,946
 $—
Fair value of plan assets acquired in the TWC Transaction—
 2,877
Actual return on plan assets539
 162
Employer contributions18
 5
Settlement(185) —
Benefits paid(45) (98)
Fair value of plan assets at end of year$3,273
 $2,946
    
Funded status$(296) $(314)

The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for the qualified pension plans and the nonqualified pension plan as of December 31, 2017 and 2016 consisted of the following:

 Qualified Pension Plans Nonqualified Pension Plan
 December 31, December 31,
 2017 2016 2017 2016
Projected benefit obligation$3,528
 $3,204
 $41
 $56
Accumulated benefit obligation$3,528
 $3,204
 $41
 $56
Fair value of plan assets$3,273
 $2,946
 $—
 $—


F- 35

CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except where indicated)


Pretax amounts recognized in the consolidated balance sheet as of December 31, 2017 and 2016 consisted of the following:

 December 31,
 2017 2016
Noncurrent asset$1
 $1
Current liability(5) (6)
Long-term liability(292) (309)
Net amounts recognized in consolidated balance sheet$(296) $(314)


The components of net periodic benefit costs(cost) for the years ended December 31, 20172022, 2021 and 20162020 consisted of the following:


Year Ended December 31,
202220212020
Interest cost$(103)$(97)$(110)
Expected return on plan assets156 165 156 
Remeasurement gain (loss)201 237 (112)
Net periodic pension benefit (cost)$254 $305 $(66)
 Year Ended December 31,
 2017 2016
Service cost$—
 $86
Interest cost133
 87
Expected return on plan assets(189) (116)
Pension curtailment gain—
 (675)
Remeasurement (gain) loss55
 (195)
Net periodic pension (benefit) cost$(1) $(813)


DuringThe remeasurement gains (losses) recorded during the yearyears ended December 31, 2017, lump-sum distributions to qualified2022, 2021 and nonqualified pension plan participants exceeded the estimated annual interest cost of the plans resulting in a settlement for accounting purposes. As a result, the pension liability and pension asset values2020 were reassessed as of September 30, 2017 utilizing remeasurement date assumptions in accordance with the Company's mark-to-market pension accounting policy to record gains and losses in the period in which a remeasurement event occurs. The $55 million remeasurement loss recorded during the year ended December 31, 2017 was primarily driven by the adoption of the revised lump sum conversion mortality tables published by the IRS effective January 1, 2018 and the effects of a decrease ofchanges in the discount rate from 4.20% at December 31, 2016 to 3.68% at December 31, 2017, partially offset by an actuarial gain on pension asset actual returns. Approximately $30 million of the remeasurement loss was recorded for the interim remeasurement event as of September 30, 2017 and $25 million was recorded for the annual remeasurementwell as of December 31, 2017.

The $195 million remeasurement gain recorded during the year ended December 31, 2016 was primarily driven by the effects of an increase of the discount rate from 3.99% at the closing date of the TWC Transaction to 4.20% at December 31, 2016 and a gaingains or losses to record pension assets at December 31, 2016to fair values.value.


The discount rates used to determine benefit obligations as of December 31, 20172022 and 20162021 were 3.68%5.46% and 4.20%3.01%, respectively. The Company utilized the RP 2015/MP2015Pri-2012/MP 2020 mortality tablestable published by the Society of Actuaries to measure the benefit obligations as of December 31, 20172022 and 2016.2021.


Weighted average assumptions used to determine net periodic benefit costs for the years ended December 31, 2017 and 2016 consisted of the following:


Year ended December 31,
202220212020
Expected long-term rate of return on plan assets5.00 %5.00 %5.00 %
Discount rate3.01 %2.70 %3.48 %
 Year ended December 31,
 2017 2016
Expected long-term rate of return on plan assets6.50% 6.50%
Discount rate (a)
3.88% 3.72%
Rate of compensation increase (b)
—% —%


F- 36

CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except where indicated)


(a)
The discount rate used to determine net periodic pension benefit was 4.20% from January 1, 2017 through remeasurement date (September 30, 2017), and was 3.88% from remeasurement date through December 31, 2017. The discount rate used to determine net periodic pension benefit was 3.99% from the closing date of the TWC Transaction through remeasurement date (June 30, 2016), and was 3.72% from remeasurement date through December 31, 2016.
(b)
The rate of compensation increase used to determine net periodic pension benefit was 4.25% from the closing date of the TWC Transaction through remeasurement date (June 30, 2016), and 0% thereafter. See “Pension Plan Curtailment Amendment” below for further discussion.


In developing the expected long-term rate of return on plan assets, the Company considered the pension portfolio’s composition, past average rate of earnings and the Company’s future asset allocation targets. The weighted average expected

F-31

CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2022, 2021 AND 2020
(dollars in millions, except where indicated)
long-term rate of return on plan assets and discount rate used to determine net periodic pension benefit (cost) for the year ended December 31, 20182023 are expected to be 6.50%5.00% and 3.68%5.46%, respectively. The Company determined the discount rates used to determine benefit obligations and net periodic pension benefit (cost) based on the yield of a large population of high quality corporate bonds with cash flows sufficient in timing and amount to settle projected future defined benefit payments.


Pension Plan Curtailment Amendment
Following the closing of the TWC Transaction, Charter amended the pension plans to freeze future benefit accruals to current active plan participants as of August 31, 2016. Effective September 1, 2016, no future compensation increases or future service will be credited to participants of the pension plans and new hires are not eligible to participate in the plans. Upon announcement and approval of the plan amendment, the assumptions underlying the pension liability and pension asset values were reassessed utilizing remeasurement date assumptions in accordance with Charter’s mark-to-market pension accounting policy to record gains and losses in the period in which a remeasurement event occurs. The $675 million curtailment gain recorded during the year ended December 31, 2016 was primarily driven by the reduction of the compensation rate assumption to 0% in accordance with the terms of the plan amendment, reflecting the pension liability at its accumulated benefit obligation instead of its projected benefit obligation at the remeasurement date.

Pension Plan Assets


The assets of the qualified pension plans are held in a master trust in which the qualified pension plans are the only participating plans (the “Master Trust”). The investment policy for the qualified pension plans is to manage the assets of the Master Trust with the objective to provide for pension liabilities to be met, maintaining retirement income security for the participants of the plans and their beneficiaries. The investment portfolio is a mix of pooled funds invested in fixed income andsecurities, equity securities and certain alternative investments with the objective of matching plan liability performance, diversifying risk and achieving a target investment return. The pension plan’s Investment Committee establishes risk mitigation policies and regularly monitors investment performance, investment allocation policies, and the execution of these strategies. The Investment Committee engages a third-party investment firm with responsibility of executing the directives of the Investment Committee, monitoring the performance of individual investment managers of the Master Trust, and making adjustments and changes within defined parameters when necessary. On a periodic basis, the Investment Committee conducts a broad strategic review of its portfolio construction and investment allocation policies. Neither the Company, the Investment Committee, nor the third-party investment firm manages any assets internally or directly utilizes derivative instruments or hedging; however, the investment mandate of some investment managers allows the use of derivatives as components of their standard portfolio management strategies. Pension assets are managed in a balanced portfolio comprised of two major components: a return-seeking portion and a liability-matching portion. The expected role of return-seeking investments is to achieve a reasonable long-term growth of pension assets with a prudent level of risk using asset diversity in order to balance return and volatility, while the role of liability-matching investments is to provide a partial economic hedge against liability performance associated with changes in interest rates.



F- 37

CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except where indicated)


The Company adopteduses an investment strategy referred to as a de-risking glide pathdesigned to increase the fixed income allocation as the funded status of the qualified pension plans improves. As the qualified pension plans reach set funded status milestones, the assets will be rebalanced to shift more assets from equity to fixed income. Based on the progress with this strategy, the target investment allocation for pension fund assets is permitted to vary within specified ranges subject to Investment Committee approval for return-seeking securities and liability-matching securities. TheAs of December 31, 2022, the target andinvestment allocation for return-seeking securities was 20%-40%, with the remaining in liability-matching securities. The actual investment allocation of the qualified pension plans by asset category as of December 31, 20172022 was 42.1% return-seeking and 2016 consisted of the following:57.9% liability-matching.

   Actual Allocation
 Target December 31,
 Allocation 2017 2016
Return-seeking securities75.0% 73.1% 64.4%
Liability-matching securities25.0% 26.7% 35.4%
Other investments—% 0.2% 0.2%


The following table setstables set forth the investment assets of the qualified pension plans which exclude accrued investment income and investments with a fair value measured at net asset value per share as a practical expedient, by level within the fair value hierarchy as of December 31, 2017:2022 and 2021:


December 31, 2022December 31, 2021
Fair ValueLevel 1Level 2Fair ValueLevel 1Level 2
Cash$6 $6 $— $2 $2 $— 
Collective trust funds(a)
1,858 — 1,858 2,708 — 2,708 
Total investment assets1,864 $6 $1,858 2,710 $2 $2,708 
Accrued investment income and other receivables42 247 
Accrued liabilities(25)(46)
Investments measured at net asset value(b)
702 546 
Fair value of plan assets$2,583 $3,457 
 December 31, 2017
 Fair Value Level 1 Level 2 Level 3
Cash$3
 $3
 $—
 $—
Commingled equity funds(a)
2,368
 —
 2,368
 —
Corporate debt securities(b)
1
 —
 1
 —
Commingled bond funds(a)
795
 —
 795
 —
Collective trust funds(c)
68
 —
 68
 —
Total investment assets3,235
 $3
 $3,232
 $—
Accrued investment income and other receivables(d)
34
      
Investments measured at net asset value (e)
4
      
Fair value of plan assets$3,273
      


(a)Collective trust funds consist of bond funds with corporate and U.S. treasury debt securities, equity funds with global equity index, infrastructure and real estate securities and short-term investment strategies comprised of instruments issued or fully guaranteed by the U.S. government and/or its agencies and multi-strategy funds, which are valued using the net assets provided by the administrator of the fund. The value of each fund is based on the readily determinable fair value of the underlying assets owned by the fund, less liabilities, and then divided by the number of units outstanding.
(a)
Commingled funds primarily include global equity index, corporate bond, and U.S. treasury securities. The funds
(b)As a practical expedient, certain investment classes which hold securities that are not readily available for redemption and are measured at fair value using the net asset value ("NAV") per share (or its equivalent) have not been classified in the fair value hierarchy. The primary investment classes include alternative, fixed income and real estate funds. Certain investments report NAV per share on a month or quarter lag. There are valued using the net asset value provided by the administrator of the fund. The fair value of each fund is based on the fair value of securities in the portfolio, which represents the amount that the fund might reasonably expect to receive for the securities upon a sale, less liabilities, and then divided by the number of units outstanding. These funds are valued using observable inputs on either a daily or weekly basis and the resulting value serves as a basis for current transactions.
(b)
Corporate debt securities are valued based on observable prices from the new issue market, benchmark quotes, secondary trading and dealer quotes. An option adjusted spread model is incorporated to adjust spreads of issues that have early redemption features and final spreads are added to the U.S. Treasury curve.
(c)
Collective trust funds primarily consist of short-term investment strategies comprised of instruments issued or fully guaranteed by the U.S. government and/or its agencies and are valued using the net asset value provided by the administrator of the fund. The net asset value is based on the readily determinable value of the underlying assets owned by the fund, less liabilities, and then divided by the number of units outstanding.
(d)
Accrued investment income includes dividends and interest receivable.
(e)
Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. These investments primarily consist of hedge funds, which includes hard to value or illiquid securities. The fair value of each fund is based on the fair value of assets in the portfolio, which represents the amount that the fund might reasonably expect to receive for the assets upon a sale, less liabilities, and then divided by the number of units outstanding. Certain hedge funds report net asset value per share on a quarter lag. Shares of the funds are not redeemable and the underlying assets are anticipated to be liquidated and distributed to investors in the near term. There are


F- 38

CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except where indicated)

no material unfunded commitments with respect to these investments. The fair value amounts presented in this table are intended to permit the reconciliation of the fair value hierarchy to the total fair value of plan assets discussed throughout this footnote.investment classes.


The following table sets forth the investment assets of the qualified pension plans, which exclude accrued investment income and other receivables, accrued liabilities, and investments with a fair value measured at net asset value per share as a practical expedient, by level within the fair value hierarchy as of December 31, 2016:

 December 31, 2016
 Fair Value Level 1 Level 2 Level 3
Cash$2
 $2
 $—
 $—
Common stocks:      —
Domestic(a)
1,065
 1,065
 —
 —
International(a)
391
 391
 —
 —
Commingled equity funds(b)
348
 —
 348
 —
Other equity securities(c)
3
 3
 —
 —
Corporate debt securities(d)
394
 —
 394
 —
Commingled bond funds(b)
273
 —
 273
 —
U.S. Treasury debt securities(a)
260
 260
 —
 —
Collective trust funds(e)
75
 —
 75
 —
U.S. government agency asset-backed debt securities(f)
53
 —
 53
 —
Corporate asset-backed debt securities(g)
2
 —
 2
 —
Other fixed-income securities(h)
89
 —
 89
 —
Total investment assets2,955
 $1,721
 $1,234
 $—
Accrued investment income and other receivables(i)
107
      
Accrued liabilities(i)
(120)      
Investments measured at net asset value (j)
4
      
Fair value of plan assets$2,946
      

(a)
Common stocks, mutual funds and U.S. Treasury debt securities are valued at the closing price reported on the active market on which the individual securities are traded. No single industry comprised a significant portion of common stock held by the qualified pension plan as of December 31, 2016.
(b)
Commingled equity funds and commingled bond funds are valued using the net asset value provided by the administrator of the fund. The fair value of each fund is based on the fair value of securities in the portfolio, which represents the amount that the fund might reasonably expect to receive for the securities upon a sale, less liabilities, and then divided by the number of units outstanding. These funds are valued using observable inputs on either a daily or weekly basis and the resulting value serves as a basis for current transactions.
(c)
Other equity securities consist of preferred stocks, which are valued at the closing price reported on the active market on which the individual securities are traded.
(d)
Corporate debt securities are valued based on observable prices from the new issue market, benchmark quotes, secondary trading and dealer quotes. An option adjusted spread model is incorporated to adjust spreads of issues that have early redemption features and final spreads are added to the U.S. Treasury curve.
(e)
Collective trust funds primarily consist of short-term investment strategies comprised of instruments issued or fully guaranteed by the U.S. government and/or its agencies and are valued using the net asset value provided by the administrator of the fund. The net asset value is based on the readily determinable value of the underlying assets owned by the fund, less liabilities, and then divided by the number of units outstanding.
(f)
U.S. government agency asset-backed debt securities consist of pass-through mortgage-backed securities issued by the Federal Home Loan Mortgage Corporation and the Federal National Mortgage Association valued using available trade information, dealer quotes, market indices and research reports, spreads, bids and offers.


F- 39

CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except where indicated)

(g)
Corporate asset-backed debt securities primarily consist of pass-through mortgage-backed securities issued by U.S. and foreign corporations valued using available trade information, dealer quotes, market indices and research reports, spreads, bids and offers.
(h)
Other fixed-income securities consist of foreign government debt securities, municipal bonds and U.S. government agency debt securities, which are valued based on observable prices from the new issue market, benchmark quotes, secondary trading and dealer quotes. An option adjusted spread model is incorporated to adjust spreads of issues that have early redemption features and final spreads are added to the U.S. Treasury curve.
(i)
Accrued investment income and other receivables includes amounts receivable under foreign exchange contracts of $70 million as of December 31, 2016. Accrued liabilities includes amounts accrued under foreign exchange contracts of $71 million as of December 31, 2016. The fair value of the assets and liabilities associated with these foreign exchange contracts are presented on a gross basis and are valued using the exchange rates in effect for the applicable currencies as of the valuation date (a Level 1 fair value measurement).
(j)
Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. These investments primarily consist of hedge funds valued utilizing net asset value provided by the administrator of the fund, which is based on the value of the underlying assets owned by the fund, less liabilities, and then divided by the number of units outstanding. Shares of the fund are not redeemable and the underlying assets are anticipated to be liquidated and distributed to investors in the near term. There are no material unfunded commitments with respect to these investments. The fair value amounts presented in this table are intended to permit the reconciliation of the fair value hierarchy to the total fair value of plan assets discussed throughout this footnote.

Pension Plan Contributions
The Company made no cash contributions to the qualified pension plans during the years ended December 31, 20172022, 2021 and 2016;2020; however, the Company may make discretionary cash contributions to the qualified pension plans in the future. Such contributions will be dependent on a variety of factors, including current and expected interest rates, asset performance, the

F-32

CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2022, 2021 AND 2020
(dollars in millions, except where indicated)
funded status of the qualified pension plans and management’s judgment. For the nonqualified unfunded pension plan, the Company will continue to make contributions during 20182023 to the extent benefits are paid.


Benefit payments for the pension plans are expected to be $186 million in 2018, $188 million in 2019, $191 million in 2020, $1922023, $180 million in 2021, $1932024, $173 million in 2022 and $9442025, $167 million in 20232026, $162 million in 2027 and $746 million in 2028 to 2027.2032.

Multiemployer Plans

The Company contributes to a number of multiemployer plans under the terms of collective-bargaining agreements that cover its union-represented employees. Such multiemployer plans provide medical, pension and retirement savings benefits to active employees and retirees. The Company made contributions to multiemployer plans of $18 million and $31 million for the years ended December 31, 2017 and 2016, respectively.

The risks of participating in multiemployer pension plans are different from single-employer pension plans in the following aspects: (a) assets contributed to a multiemployer pension plan by one employer may be used to provide benefits to employees of other participating employers, (b) if a participating employer stops contributing to the multiemployer pension plan, the unfunded obligations of the plan may be borne by the remaining participating employers and (c) if the Company chooses to stop participating in any of the multiemployer pension plans, it may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability. The Company records withdrawal liabilities as other long-term liabilities in the consolidated balance sheets. As of December 31, 2017, other long-term liabilities includes approximately $83 million related to the Company's withdrawal from a multiemployer pension plan.

The multiemployer pension plans to which the Company has contributed each received a Pension Protection Act “green” zone status in 2016. The zone status is based on the most recent information the Company received from the plan and is certified by the plan’s actuary. Among other factors, plans in the green zone are at least 80% funded.


Defined Contribution Benefit Plans


The Company’s employees may participate in the Charter Communications, Inc. 401(k) Savings Plan (the “401(k) Plan”). Employees that qualify for participation can contribute up to 50% of their salary, on a pre-tax basis, subject to a maximum contribution limit as


F- 40

CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except where indicated)

determined by the Internal Revenue Service.IRS. The Company’s matching contribution is discretionary and is equal to 100% of the amount of the salary reduction the participant elects to defer (up to 6% of the participant’s eligible compensation), excluding any catch-up contributions and is paid by the Company on a per pay period basis. The Company made contributions to the 401(k) plan totaling $274 million, $147 million and $23 million for the years ended December 31, 2017, 2016 and 2015, respectively.


For employees who are not eligible to participate in the Company’s long-term incentive plan and who are not covered by a collective bargaining agreement, the Company offers a contribution to the new Retirement Accumulation Plan ("RAP"), equal to 3% of eligible pay. The Company made contributions to the 401(k) plan and RAP totaling $139$506 million, $495 million and $48$493 million for the years ended December 31, 20172022, 2021 and 2016,2020, respectively.


20.    Recently Issued Accounting Standards


Accounting Standards Adopted January 1, 2017

In March 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, which includes multiple provisions intended to simplify various aspects of the accounting for share-based payments. The new standard (1) requires all excess tax benefits and deficiencies to be recognized as income tax expense or benefit in the income statement in the period in which they occur regardless of whether the benefit reduces taxes payable in the current period, (2) requires classification of excess tax benefits as an operating activity on the statements of cash flows, (3) allows an entity to make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur and (4) causes the threshold under which employee share-based awards partially settled in cash can qualify for equity classification to increase to the maximum statutory tax rates in the applicable jurisdiction. The new standard generally requires a modified retrospective transition through a cumulative-effect adjustment as of the beginning of the period of adoption, with certain provisions requiring either a prospective or retrospective transition. The Company adopted 2021-10, Disclosures by Business Entities about Government Assistance ("ASU 2016-09 on January 1, 2017. Upon adoption of ASU 2016-09, the Company recognized excess tax benefits in deferred tax assets that were previously not recognized in a cumulative-effect adjustment to retained earnings. The Company will prospectively record a deferred tax benefit or expense associated with the difference between book and tax for stock compensation expense. On January 1, 2017, the Company also established an accounting policy election to assume zero forfeitures for stock award grants and account for forfeitures when they occur which prospectively impacts stock compensation expense.2021-10")


In March 2017,November 2021, the FASB issued ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost ("ASU 2017-07"),2021-10, which requires employersbusiness entities to reportdisclose information about certain government assistance they receive. Such disclosure requirements include the service cost componentnature of net periodic pension cost in the sametransactions and the related accounting policy used, the line items on the balance sheet and income statement that are affected and the amounts applicable to each financial statement line item as other compensation costs arising from services rendered duringand significant terms and conditions of the period. The standard also requires the other components of net periodic cost be presented in the income statement separately from the service cost component and outside of a subtotal of income from operations.transactions. ASU 2017-07 will be2021-10 is effective for annual periods beginning after December 15, 2017, and early adoption is permitted. The new standard requires retrospective application and allows a practical expedient that permits an employer to use the amounts disclosed in its pension plan footnote2021 (year ending December 31, 2022 for the prior comparative periods as the estimation basis for applying the retrospective presentation.Company). The Company early adopted ASU 2017-07 on January 1, 2017 and utilized2021-10 for the practical expedient to estimate the impact on the prior comparative period information presentedyear ended December 31, 2022 as discussed in interim and annual financial statements. The Company previously recorded service cost with other compensation costs in operating costs and expenses in the consolidated statements of operations, and recorded other pension costs (benefits), in other operating expenses, net. Adoption of the standard results in the reclassification of other pension costs (benefits) to other expenses, net (non-operating). Adopting the standard reduced 2016 income from operations presented for comparative purposes in the 2017 annual financial statements by $899 million with a corresponding decrease to other expenses of $899 million, with no impact to net income. ASU 2017-07 does not impact the consolidated balance sheets or statements of cash flows.Note 2.

Accounting Standards Adopted January 1, 2018

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under U.S. GAAP.  The new standard provides a single principles-based, five-step model to be applied to all contracts with customers, which steps are to (1) identify the contract(s) with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when each performance obligation is satisfied. Charter adopted ASU 2014-09 as of the January 1, 2018 using the modified retrospective transition method with a cumulative-effect adjustment to equity as will be fully presented in the Company’s Quarterly Report on




F- 41F-33


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 20162022, 2021 AND 20152020
(dollars in millions, except where indicated)

21.    Parent Company Only Financial Statements
Form 10-Q
As the result of limitations on, and prohibitions of, distributions, substantially all of the net assets of the consolidated subsidiaries are restricted from distribution to CCO Holdings, the parent company. The following condensed parent-only financial statements of CCO Holdings account for the three months ended March 31, 2018. The adoptioninvestment in its subsidiaries under the equity method of the new standard did not have a material impact on the Company’s financial position or results of operation. Previously reported results will not be restated under this transition method. The Company has implemented new processes and internal controls to enable the preparation of financial information on adoption. The adoption results in the deferral of residential installation revenues and enterprise commission expenses over a period of time instead of recognized immediately and the reclassification to operating costs and expenses the amortization of up-front fees paid to market and serve customers who reside in residential MDUs instead of amortized as an intangible to depreciation and amortization expense. The adoption of ASU 2014-09 will also result in additional disclosures around nature and timing of the Company’s performance obligations, deferred revenue contract liabilities, deferred contract cost assets, as well as significant judgments and practical expedients used by the Company in applying the five-step revenue model.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”), which clarifies how entities should classify cash receipts and cash payments related to eight specific cash flow matters on the statement of cash flows, with the objective of reducing existing diversity in practice. The Company adopted ASU 2016-15 on January 1, 2018. The adoption of ASU 2016-15 did not have a material impact to the Company’s consolidated financial statements.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”) which requires that amounts generally described as restricted cash to be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 does not provide a definition of restricted cash or restricted cash equivalents. The Company adopted ASU 2016-18 on January 1, 2018. The new guidance will only be applicable to amounts described by the Company as restricted cash. The adoption of ASU 2016-18 did not have a material impact to the Company’s consolidated financial statements.

In May 2017, the FASB issued ASU No. 2017-09, Scope of Modification Accounting ("ASU 2017-09"), which amends the scope of modification accounting for share-based payment arrangements. The ASU provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting. ASU 2017-09 is applied prospectively to awards modified on or after the effective date. The Company adopted ASU 2017-09 on January 1, 2018. The adoption of ASU 2017-09 did not have a material impact to the Company’s consolidated financial statements.

Accounting Standards Not Yet Adopted

In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”), which requires lessees to recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability. Lessees are allowed to account for short-term leases (i.e., leases with a term of 12 months or less) off-balance sheet, consistent with current operating lease accounting. ForComprehensive income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Classification will be based on criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines. ASU 2016-02 will be effective for interim and annual periods beginning after December 15, 2018 (January 1, 2019equaled net income for the Company).years ended December 31, 2022, 2021 and 2020. The new standard currently requires a modified retrospective transition through a cumulative-effect adjustment as of the beginning of the earliest period presented in the financial statements although an option for transition relief to not restate or make required disclosures undershould be read in conjunction with the new standard in comparative periods in the period of adoption was recently exposed by the FASB for public comment. The Company is currently in the process of evaluating the impact that the adoption of ASU 2016-02 will have on its consolidated financial statements including identifying the population of leases, evaluating technology solutions and collecting lease data. The Company expects its leases designated as operating leases in Note 20 will be reported on the consolidated balance sheets upon adoption. The Company is currently evaluating the impact to its consolidated financial statements as it relates to other embedded lease arrangements of the business.Company and notes thereto.


In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment (“ASU 2017-04”), which eliminates step two from the goodwill impairment test. Under the new standard, to the extent the carrying amount of a reporting unit exceeds the fair value, the Company will record an impairment charge equal to the difference. The impairment charge recognized should not exceed the total amount of goodwill allocated to the reporting unit. ASU 2017-04 will be effective for interim and annual periods beginning after December 15, 2019 (January 1, 2020 for the Company). Early adoption is permitted for interim or annual goodwill impairment tests performed after January 1, 2017. The Company is currently in the process of evaluating the impact that the adoption of ASU 2017-04 will have on its consolidated financial statements.
CCO Holdings, LLC (Parent Company Only)
Condensed Balance Sheets
December 31,
20222021
ASSETS
Receivables from related party$25 $37 
Investment in subsidiaries58,786 59,776 
Loans receivable - related party— 579 
Total assets$58,811 $60,392 
LIABILITIES AND MEMBER'S EQUITY
Current liabilities$876 $307 
Other long-term liabilities26,067 23,882 
Member's equity31,868 36,203 
Total liabilities and member's equity$58,811 $60,392 



CCO Holdings, LLC (Parent Company Only)
Condensed Statements of Operations
Year Ended December 31,
202220212020
Interest expense, net$(1,215)$(1,166)$(1,185)
Loss on extinguishment of debt— (146)(145)
Equity in income of subsidiaries8,520 7,623 5,495 
Net income$7,305 $6,311 $4,165 




F- 42F-34


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 20162022, 2021 AND 20152020
(dollars in millions, except where indicated)

CCO Holdings, LLC (Parent Company Only)
Condensed Statements of Cash Flows
Year Ended December 31,
202220212020
NET CASH FLOWS FROM OPERATING ACTIVITIES$(1,132)$(1,200)$(1,124)
CASH FLOWS FROM INVESTING ACTIVITIES:
Contribution to subsidiaries(4,381)(3,967)(9,383)
Distributions from subsidiaries14,361 23,246 20,636 
Net cash flows from investing activities9,980 19,279 11,253 
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt2,700 3,744 8,764 
Repayments of long-term debt— (4,166)(6,612)
Payments for debt issuance costs(26)(34)(84)
Contributions from parent855 2 51 
Distributions to parent(12,965)(17,725)(12,648)
Net cash flows from related party loans588 — — 
Net cash flows from financing activities(8,848)(18,179)(10,529)
NET DECREASE IN CASH AND CASH EQUIVALENTS— (100)(400)
CASH AND CASH EQUIVALENTS, beginning of period— 100 500 
CASH AND CASH EQUIVALENTS, end of period$— $— $100 
21.    Consolidating Schedules

Each of Charter Operating, TWC, LLC, TWCE, CCO Holdings and certain subsidiaries jointly, severally, fully and unconditionally guarantee the outstanding debt securities of the others (other than the CCO Holdings notes) on an unsecured senior basis and the condensed consolidating financial information has been prepared and presented pursuant to SEC Regulation S-X Rule 3-10, Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered. Certain Charter Operating subsidiaries that are regulated telephone entities only become guarantor subsidiaries upon approval by regulators. This information is not intended to present the financial position, results of operations and cash flows of the individual companies or groups of companies in accordance with generally accepted accounting principles.
The “Charter Operating and Restricted Subsidiaries” column is presented to comply with the terms of the Credit Agreement.

The “Unrestricted Subsidiary” column included in the condensed consolidating financial statements for the year ended December 31, 2015 consists of CCO Safari which was a non-recourse subsidiary under the Credit Agreement and held the CCO Safari Term G Loans that were repaid in April 2015.
Condensed consolidating financial statements as of December 31, 2017 and 2016 and for the years ended December 31, 2017, 2016 and 2015 follow.




F- 43F-35

CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except where indicated)

CCO Holdings, LLC
Condensed Consolidating Balance Sheet
As of December 31, 2017
        
 Guarantor Subsidiaries    
 CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated
ASSETS       
CURRENT ASSETS:       
Cash and cash equivalents$—
 $330
 $—
 $330
Accounts receivable, net—
 1,611
 —
 1,611
Receivables from related party55
 —
 (55) —
Prepaid expenses and other current assets—
 243
 —
 243
Total current assets55
 2,184
 (55) 2,184
        
INVESTMENT IN CABLE PROPERTIES:       
Property, plant and equipment, net—
 33,552
 —
 33,552
Customer relationships, net—
 11,951
 —
 11,951
Franchises—
 67,319
 —
 67,319
Goodwill—
 29,554
 —
 29,554
Total investment in cable properties, net—
 142,376
 —
 142,376
        
INVESTMENT IN SUBSIDIARIES81,980
 —
 (81,980) —
LOANS RECEIVABLE – RELATED PARTY511
 —
 (511) —
OTHER NONCURRENT ASSETS—
 1,133
 —
 1,133
        
Total assets$82,546
 $145,693
 $(82,546) $145,693
        
LIABILITIES AND MEMBER’S EQUITY       
        
CURRENT LIABILITIES:       
Accounts payable and accrued liabilities$280
 $7,861
 $—
 $8,141
Payables to related party—
 690
 (55) 635
Current portion of long-term debt—
 2,045
 —
 2,045
Total current liabilities280
 10,596
 (55) 10,821
        
LONG-TERM DEBT18,708
 49,478
 —
 68,186
LOANS PAYABLE – RELATED PARTY—
 1,399
 (511) 888
DEFERRED INCOME TAXES—
 32
 —
 32
OTHER LONG-TERM LIABILITIES—
 2,184
 —
 2,184
        
MEMBER’S EQUITY       
Controlling interest63,558
 81,980
 (81,980) 63,558
Noncontrolling interests—
 24
 —
 24
Total member’s equity63,558
 82,004
 (81,980) 63,582
        
Total liabilities and member’s equity$82,546
 $145,693
 $(82,546) $145,693



F- 44

CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except where indicated)

CCO Holdings, LLC
Condensed Consolidating Balance Sheet
As of December 31, 2016
 
 Guarantor Subsidiaries    
 CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated
ASSETS       
CURRENT ASSETS:       
Cash and cash equivalents$—
 $1,324
 $—
 $1,324
Accounts receivable, net—
 1,387
 —
 1,387
Receivables from related party62
 —
 (62) —
Prepaid expenses and other current assets—
 300
 —
 300
Total current assets62
 3,011
 (62) 3,011
        
INVESTMENT IN CABLE PROPERTIES:       
Property, plant and equipment, net—
 32,718
 —
 32,718
Customer relationships, net—
 14,608
 —
 14,608
Franchises—
 67,316
 —
 67,316
Goodwill—
 29,509
 —
 29,509
Total investment in cable properties, net—
 144,151
 —
 144,151
        
INVESTMENT IN SUBSIDIARIES88,760
 —
 (88,760) —
LOANS RECEIVABLE – RELATED PARTY494
 —
 (494) —
OTHER NONCURRENT ASSETS—
 1,157
 —
 1,157
        
Total assets$89,316
 $148,319
 $(89,316) $148,319
        
LIABILITIES AND MEMBER’S EQUITY       
        
CURRENT LIABILITIES:       
Accounts payable and accrued liabilities$219
 $6,678
 $—
 $6,897
Payables to related party—
 683
 (62) 621
Current portion of long-term debt—
 2,028
 —
 2,028
Total current liabilities219
 9,389
 (62) 9,546
        
LONG-TERM DEBT13,259
 46,460
 —
 59,719
LOANS PAYABLE – RELATED PARTY—
 1,134
 (494) 640
DEFERRED INCOME TAXES—
 25
 —
 25
OTHER LONG-TERM LIABILITIES—
 2,526
 —
 2,526
        
MEMBER’S EQUITY       
Controlling interest75,838
 88,760
 (88,760) 75,838
Noncontrolling interests—
 25
 —
 25
Total member’s equity75,838
 88,785
 (88,760) 75,863
        
Total liabilities and member’s equity$89,316
 $148,319
 $(89,316) $148,319


F- 45

CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except where indicated)


CCO Holdings, LLC
Condensed Consolidating Statement of Operations
For the year ended December 31, 2017
        
 Guarantor Subsidiaries    
 CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated
REVENUES$—
 $41,578
 $—
 $41,578
        
COSTS AND EXPENSES:       
Operating costs and expenses (exclusive of items shown separately below)—
 26,560
 —
 26,560
Depreciation and amortization—
 10,579
 —
 10,579
Other operating expenses, net—
 444
 —
 444
 —
 37,583
 —
 37,583
Income from operations—
 3,995
 —
 3,995
        
OTHER INCOME (EXPENSES):       
Interest expense, net(883) (2,232) —
 (3,115)
Loss on extinguishment of debt(34) (6) —
 (40)
Gain on financial instruments, net—
 69
 —
 69
Other pension benefits—
 1
 —
 1
Other expense, net—
 (4) —
 (4)
Equity in income of subsidiaries1,799
 —
 (1,799) —
 882
 (2,172) (1,799) (3,089)
        
Income before income taxes882
 1,823
 (1,799) 906
INCOME TAX EXPENSE—
 (23) —
 (23)
Consolidated net income882
 1,800
 (1,799) 883
Less: Net income – noncontrolling interests—
 (1) —
 (1)
Net income$882
 $1,799
 $(1,799) $882


F- 46

CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except where indicated)



CCO Holdings, LLC
Condensed Consolidating Statement of Operations
For the year ended December 31, 2016
        
 Guarantor Subsidiaries    
 CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated
REVENUES$—
 $29,003
 $—
 $29,003
        
COSTS AND EXPENSES:       
Operating costs and expenses (exclusive of items shown separately below)—
 18,670
 —
 18,670
Depreciation and amortization—
 6,902
 —
 6,902
Other operating expenses, net—
 722
 —
 722
 —
 26,294
 —
 26,294
Income from operations—
 2,709
 —
 2,709
        
OTHER INCOME (EXPENSES):       
Interest expense, net(727) (1,396) —
 (2,123)
Loss on extinguishment of debt(110) (1) —
 (111)
Gain on financial instruments, net—
 89
 —
 89
Other pension benefits—
 899
 —
 899
Other expense, net—
 (3) —
 (3)
Equity in income of subsidiaries2,293
 —
 (2,293) —
 1,456
 (412) (2,293) (1,249)
        
Income before income taxes1,456
 2,297
 (2,293) 1,460
INCOME TAX EXPENSE—
 (3) —
 (3)
Consolidated net income1,456
 2,294
 (2,293) 1,457
Less: Net income – noncontrolling interest—
 (1) —
 (1)
Net income$1,456
 $2,293
 $(2,293) $1,456




F- 47

CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except where indicated)

CCO Holdings, LLC
Condensed Consolidating Statement of Operations
For the year ended December 31, 2015
          
 Guarantor Subsidiaries      
 CCO Holdings Charter Operating and Restricted Subsidiaries Unrestricted Subsidiary Eliminations CCO Holdings Consolidated
REVENUES$—
 $9,754
 $—
 $—
 $9,754
          
COSTS AND EXPENSES:         
Operating costs and expenses (exclusive of items shown separately below)—
 6,426
 —
 —
 6,426
Depreciation and amortization—
 2,125
 —
 —
 2,125
Other operating expenses, net—
 89
 —
 —
 89
 —
 8,640
 —
 —
 8,640
Income from operations—
 1,114
 —
 —
 1,114
          
OTHER INCOME (EXPENSES):         
Interest expense, net(642) (151) (47) —
 (840)
Loss on extinguishment of debt(123) —
 (3) —
 (126)
Loss on financial instruments, net—
 (4) —
 —
 (4)
Equity in income (loss) of subsidiaries1,073
 (50) —
 (1,023) —
 308
 (205) (50) (1,023) (970)
          
Income (loss) before income taxes308
 909
 (50) (1,023) 144
INCOME TAX BENEFIT—
 210
 —
 —
 210
Consolidated net income (loss)308
 1,119
 (50) (1,023) 354
Less: Net income – noncontrolling interest—
 (46) —
 —
 (46)
Net income (loss)$308
 $1,073
 $(50) $(1,023) $308



F- 48

CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except where indicated)

CCO Holdings, LLC
Condensed Consolidating Statement of Comprehensive Income
For the year ended December 31, 2017
        
 Guarantor Subsidiaries    
 CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated
Consolidated net income$882
 $1,800
 $(1,799) $883
Net impact of interest rate derivative instruments5
 5
 (5) 5
Foreign currency translation adjustment1
 1
 (1) 1
Consolidated comprehensive income888
 1,806
 (1,805) 889
Less: Comprehensive income attributable to noncontrolling interests—
 (1) —
 (1)
Comprehensive income$888
 $1,805
 $(1,805) $888

CCO Holdings, LLC
Condensed Consolidating Statement of Comprehensive Income
For the year ended December 31, 2016
        
 Guarantor Subsidiaries    
 CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated
Consolidated net income$1,456
 $2,294
 $(2,293) $1,457
Net impact of interest rate derivative instruments8
 8
 (8) 8
Foreign currency translation adjustment(2) (2) 2
 (2)
Consolidated comprehensive income1,462
 2,300
 (2,299) 1,463
Less: Comprehensive income attributable to noncontrolling interests—
 (1) —
 (1)
Comprehensive income$1,462
 $2,299
 $(2,299) $1,462

CCO Holdings, LLC
Condensed Consolidating Statement of Comprehensive Income (Loss)
For the year ended December 31, 2015
          
 Guarantor Subsidiaries      
 CCO Holdings Charter Operating and Restricted Subsidiaries Unrestricted Subsidiary Eliminations CCO Holdings Consolidated
Consolidated net income (loss)$308
 $1,119
 $(50) $(1,023) $354
Net impact of interest rate derivative instruments9
 9
 —
 (9) 9
Consolidated comprehensive income (loss)317
 1,128
 (50) (1,032) 363
Less: Comprehensive (income) loss attributable to noncontrolling interests—
 (46) —
 —
 (46)
Comprehensive income (loss)$317
 $1,082
 $(50) $(1,032) $317



F- 49

CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except where indicated)

CCO Holdings, LLC
Condensed Consolidating Statement of Cash Flows
For the year ended December 31, 2017
+       
 Guarantor Subsidiaries    
 CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated
NET CASH FLOWS FROM OPERATING ACTIVITIES$(814) $12,422
 $—
 $11,608
        
CASH FLOWS FROM INVESTING ACTIVITIES:       
Purchases of property, plant and equipment—
 (8,681) —
 (8,681)
Change in accrued expenses related to capital expenditures—
 820
 —
 820
Purchases of cable systems, net—
 (9) —
 (9)
Contribution to subsidiaries(693) —
 693
 —
Distributions from subsidiaries9,598
 —
 (9,598) —
Other, net—
 (123) —
 (123)
Net cash flows from investing activities8,905
 (7,993) (8,905) (7,993)
        
CASH FLOWS FROM FINANCING ACTIVITIES:       
Borrowings of long-term debt6,231
 19,045
 —
 25,276
Repayments of long-term debt(775) (15,732) —
 (16,507)
Borrowings loans payable - related parties—
 234
 —
 234
Payment for debt issuance costs(59) (52) —
 (111)
Contributions from parent—
 693
 (693) —
Distributions to parent(13,488) (9,598) 9,598
 (13,488)
Distributions to noncontrolling interest—
 (2) —
 (2)
Other, net—
 (11) —
 (11)
Net cash flows from financing activities(8,091) (5,423) 8,905
 (4,609)
        
NET DECREASE IN CASH AND CASH EQUIVALENTS—
 (994) —
 (994)
CASH AND CASH EQUIVALENTS, beginning of period—
 1,324
 —
 1,324
        
CASH AND CASH EQUIVALENTS, end of period$—
 $330
 $—
 $330


F- 50

CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except where indicated)

CCO Holdings, LLC
Condensed Consolidating Statement of Cash Flows
For the year ended December 31, 2016
        
 Guarantor Subsidiaries    
 CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated
NET CASH FLOWS FROM OPERATING ACTIVITIES$(711) $9,476
 $—
 $8,765
        
CASH FLOWS FROM INVESTING ACTIVITIES:       
Purchases of property, plant and equipment—
 (5,325) —
 (5,325)
Change in accrued expenses related to capital expenditures—
 603
 —
 603
Purchases of cable systems, net—
 (7) —
 (7)
Contribution to subsidiaries(437) —
 437
 —
Distributions from subsidiaries5,096
 —
 (5,096) —
Other, net—
 (22) —
 (22)
Net cash flows from investing activities4,659
 (4,751) (4,659) (4,751)
        
CASH FLOWS FROM FINANCING ACTIVITIES:       
Borrowings of long-term debt3,201
 9,143
 —
 12,344
Repayments of long-term debt(2,937) (7,584) —
 (10,521)
Repayments loans payable - related parties(71) (182) —
 (253)
Payment for debt issuance costs(73) (211) —
 (284)
Contributions from parent478
 437
 (437) 478
Distributions to parent(4,546) (5,096) 5,096
 (4,546)
Proceeds from termination of interest rate derivatives—
 88
 —
 88
Other, net—
 (1) —
 (1)
Net cash flows from financing activities(3,948) (3,406) 4,659
 (2,695)
        
NET INCREASE IN CASH AND CASH EQUIVALENTS—
 1,319
 —
 1,319
CASH AND CASH EQUIVALENTS, beginning of period—
 5
 —
 5
        
CASH AND CASH EQUIVALENTS, end of period$—
 $1,324
 $—
 $1,324



F- 51

CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except where indicated)

CCO Holdings, LLC
Condensed Consolidating Statement of Cash Flows
For the year ended December 31, 2015
          
 Guarantor Subsidiaries      
 CCO Holdings Charter Operating and Restricted Subsidiaries Unrestricted Subsidiary Eliminations CCO Holdings Consolidated
NET CASH FLOWS FROM OPERATING ACTIVITIES:$(663) $3,275
 $(55) $—
 $2,557
          
CASH FLOWS FROM INVESTING ACTIVITIES:         
Purchases of property, plant and equipment—
 (1,840) —
 —
 (1,840)
Change in accrued expenses related to capital expenditures—
 28
 —
 —
 28
Contribution to subsidiaries(46) (24) —
 70
 —
Distributions from subsidiaries715
 —
 —
 (715) —
Change in restricted cash and cash equivalents—
 —
 3,514
 —
 3,514
Other, net—
 (12) —
 —
 (12)
Net cash flows from investing activities669
 (1,848) 3,514
 (645) 1,690
          
CASH FLOWS FROM FINANCING ACTIVITIES:         
Borrowings of long-term debt2,700
 1,555
 —
 —
 4,255
Repayments of long-term debt(2,598) (1,745) (3,483) —
 (7,826)
Repayments loans payable - related parties(18) (563) —
 —
 (581)
Payment for debt issuance costs(24) —
 —
 —
 (24)
Contributions from parent15
 46
 24
 (70) 15
Distributions to parent(82) (715) —
 715
 (82)
Other, net1
 —
 —
 —
 1
Net cash flows from financing activities(6) (1,422) (3,459) 645
 (4,242)
          
NET INCREASE IN CASH AND CASH EQUIVALENTS—
 5
 —
 —
 5
CASH AND CASH EQUIVALENTS, beginning of period—
 —
 —
 —
 —
          
CASH AND CASH EQUIVALENTS, end of period$—
 $5
 $—
 $—
 $5



F- 52