UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 10-Q

______________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2022


☐			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: 001-33664

Charter Communications, Inc.

(Exact name of registrant as specified in its charter)


Delaware			84-1496755
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

400 Washington Blvd.	Stamford	Connecticut	06902
(Address of Principal Executive Offices)			(Zip Code)

(203) 905-7801

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock $.001 Par Value	CHTR	NASDAQ Global Select Market

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 registrant has submitted electronically 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 registrant was required to submit and post such files). Yes x No 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 x Accelerated filer o Non-accelerated filer o Smaller reporting company ☐ 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 is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x

Number of shares of Class A common stock outstanding as of ~~June~~September 30, 2022: ~~160,654,746~~155,672,281

Number of shares of Class B common stock outstanding as of ~~June~~September 30, 2022: 1

CHARTER COMMUNICATIONS, INC.

QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED ~~JUNE~~SEPTEMBER 30, 2022

TABLE OF CONTENTS


		Page No.
PART I	FINANCIAL INFORMATION

Item 1	Financial Statements ‑ Charter Communications, Inc. and Subsidiaries
	Consolidated Balance Sheets as of ~~June~~September 30, 2022 and December 31, 2021	1
	Consolidated Statements of Operations
	for the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021	2
	Consolidated Statements of Changes in Shareholders' Equity
	for the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021	3
	Consolidated Statements of Cash Flows for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021	45
	Notes to Consolidated Financial Statements	56

Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	1416

Item 3	Quantitative and Qualitative Disclosure About Market Risk	2729

Item 4	Controls and Procedures	2729

PART II	OTHER INFORMATION

Item 1	Legal Proceedings	2930

Item 1A	Risk Factors	2930

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	2930

Item 5	Other Information	2930

Item 6	Exhibits	2931

Signatures		S-1

Exhibit Index		E-1

This quarterly report on Form 10-Q is for the three and ~~six~~nine months ended ~~June~~September 30, 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. In this quarterly report, “Charter,” “we,” “us” and “our” refer to Charter Communications, Inc. and its subsidiaries.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, 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 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this quarterly report. Although we believe that our plans, intentions and expectations as 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 under “Risk Factors” in Part I, Item 1A of our most recent Form 10-K filed with the SEC. Many of the forward-looking statements contained in this quarterly report may be identified by the use of forward-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,” “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 quarterly report are set forth in this quarterly report on Form 10-Q, in our annual report on Form 10-K, 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 sustain and grow revenues and cash flow from operations by offering Internet, video, voice, mobile, advertising and other services to residential and commercial customers, to adequately meet the customer experience demands in our service 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 and providers of video content over broadband Internet connections;

•general business conditions, unemployment levels and the level of activity in the housing sector and economic uncertainty or downturn, including the impacts of the Novel Coronavirus (“COVID-19”) pandemic to sales opportunities from residential move activity, our customers, our vendors and local, state and federal governmental responses to the pandemic;

•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 and distribution requirements);

•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;

•the ability to hire and retain key personnel;

•our ability to procure necessary services and equipment from our vendors in a timely manner and at reasonable costs;

•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 quarterly report.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(dollars in millions, except share data)


		June 30, 2022		December 31, 2021			September 30, 2022		December 31, 2021
		(unaudited)					(unaudited)
ASSETS	ASSETS					ASSETS
CURRENT ASSETS:	CURRENT ASSETS:					CURRENT ASSETS:
Cash and cash equivalents	Cash and cash equivalents	$	483	$	601	Cash and cash equivalents	$	480	$	601
Accounts receivable, less allowance for doubtful accounts of $219 and $157, respectively		2,779		2,579
Accounts receivable, less allowance for doubtful accounts of $230 and $157, respectively						Accounts receivable, less allowance for doubtful accounts of $230 and $157, respectively	2,841		2,579
Prepaid expenses and other current assets	Prepaid expenses and other current assets	476		386		Prepaid expenses and other current assets	433		386
Total current assets	Total current assets	3,738		3,566		Total current assets	3,754		3,566

INVESTMENT IN CABLE PROPERTIES:	INVESTMENT IN CABLE PROPERTIES:					INVESTMENT IN CABLE PROPERTIES:
Property, plant and equipment, net of accumulated depreciation of $34,676 and $34,253, respectively		34,472		34,310
Customer relationships, net of accumulated amortization of $14,875 and $14,180, respectively		3,373		4,060
Property, plant and equipment, net of accumulated depreciation of $35,414 and $34,253, respectively						Property, plant and equipment, net of accumulated depreciation of $35,414 and $34,253, respectively	35,005		34,310
Customer relationships, net of accumulated amortization of $15,177 and $14,180, respectively						Customer relationships, net of accumulated amortization of $15,177 and $14,180, respectively	3,073		4,060
Franchises	Franchises	67,354		67,346		Franchises	67,363		67,346
Goodwill	Goodwill	29,563		29,562		Goodwill	29,563		29,562
Total investment in cable properties, net	Total investment in cable properties, net	134,762		135,278		Total investment in cable properties, net	135,004		135,278

OTHER NONCURRENT ASSETS	OTHER NONCURRENT ASSETS	4,758		3,647		OTHER NONCURRENT ASSETS	4,911		3,647

Total assets	Total assets	$	143,258	$	142,491	Total assets	$	143,669	$	142,491
LIABILITIES AND SHAREHOLDERS’ EQUITY	LIABILITIES AND SHAREHOLDERS’ EQUITY					LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:	CURRENT LIABILITIES:					CURRENT LIABILITIES:
Accounts payable and accrued liabilities	Accounts payable and accrued liabilities	$	9,862	$	9,461	Accounts payable and accrued liabilities	$	10,073	$	9,461
Current portion of long-term debt	Current portion of long-term debt	1,533		2,997		Current portion of long-term debt	1,522		2,997
Total current liabilities	Total current liabilities	11,395		12,458		Total current liabilities	11,595		12,458

LONG-TERM DEBT	LONG-TERM DEBT	94,468		88,564		LONG-TERM DEBT	95,510		88,564
DEFERRED INCOME TAXES	DEFERRED INCOME TAXES	19,123		19,096		DEFERRED INCOME TAXES	19,153		19,096
OTHER LONG-TERM LIABILITIES	OTHER LONG-TERM LIABILITIES	4,759		4,217		OTHER LONG-TERM LIABILITIES	5,061		4,217

SHAREHOLDERS’ EQUITY:	SHAREHOLDERS’ EQUITY:					SHAREHOLDERS’ EQUITY:
Class A common stock; $0.001 par value; 900 million shares authorized;	Class A common stock; $0.001 par value; 900 million shares authorized;					Class A common stock; $0.001 par value; 900 million shares authorized;
173,764,131 and 172,741,236 shares issued, respectively		—		—
173,847,120 and 172,741,236 shares issued, respectively						173,847,120 and 172,741,236 shares issued, respectively	—		—
Class B common stock; $0.001 par value; 1,000 shares authorized;	Class B common stock; $0.001 par value; 1,000 shares authorized;					Class B common stock; $0.001 par value; 1,000 shares authorized;
1 share issued and outstanding	1 share issued and outstanding	—		—		1 share issued and outstanding	—		—
Preferred stock; $0.001 par value; 250 million shares authorized; no shares issued and outstanding	Preferred stock; $0.001 par value; 250 million shares authorized; no shares issued and outstanding	—		—		Preferred stock; $0.001 par value; 250 million shares authorized; no shares issued and outstanding	—		—
Additional paid-in capital	Additional paid-in capital	26,900		26,725		Additional paid-in capital	26,950		26,725
Accumulated deficit	Accumulated deficit	(10,001)		(12,675)		Accumulated deficit	(8,816)		(12,675)
Treasury stock at cost; 13,109,385 and no shares, respectively		(7,020)		—
Treasury stock at cost; 18,174,839 and no shares, respectively						Treasury stock at cost; 18,174,839 and no shares, respectively	(9,245)		—
Total Charter shareholders’ equity	Total Charter shareholders’ equity	9,879		14,050		Total Charter shareholders’ equity	8,889		14,050
Noncontrolling interests	Noncontrolling interests	3,634		4,106		Noncontrolling interests	3,461		4,106
Total shareholders’ equity	Total shareholders’ equity	13,513		18,156		Total shareholders’ equity	12,350		18,156

Total liabilities and shareholders’ equity	Total liabilities and shareholders’ equity	$	143,258	$	142,491	Total liabilities and shareholders’ equity	$	143,669	$	142,491

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

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(dollars in millions, except per share data)

Unaudited


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2022		2021		2022		2021
REVENUES	REVENUES	$	13,598	$	12,802	$	26,798	$	25,324	REVENUES	$	13,550	$	13,146	$	40,348	$	38,470

COSTS AND EXPENSES:	COSTS AND EXPENSES:									COSTS AND EXPENSES:
Operating costs and expenses (exclusive of items shown separately below)	Operating costs and expenses (exclusive of items shown separately below)	8,193		7,882		16,327		15,593		Operating costs and expenses (exclusive of items shown separately below)	8,247		7,958		24,574		23,551
Depreciation and amortization	Depreciation and amortization	2,240		2,354		4,534		4,795		Depreciation and amortization	2,177		2,270		6,711		7,065
Other operating (income) expenses, net	Other operating (income) expenses, net	(62)		(9)		(61)		293		Other operating (income) expenses, net	202		(9)		141		284
		10,371		10,227		20,800		20,681			10,626		10,219		31,426		30,900
Income from operations	Income from operations	3,227		2,575		5,998		4,643		Income from operations	2,924		2,927		8,922		7,570

OTHER INCOME (EXPENSES):	OTHER INCOME (EXPENSES):									OTHER INCOME (EXPENSES):
Interest expense, net	Interest expense, net	(1,109)		(1,004)		(2,169)		(1,987)		Interest expense, net	(1,160)		(1,016)		(3,329)		(3,003)
Other income (expenses), net	Other income (expenses), net	79		(132)		102		(80)		Other income (expenses), net	(37)		(157)		65		(237)
		(1,030)		(1,136)		(2,067)		(2,067)			(1,197)		(1,173)		(3,264)		(3,240)

Income before income taxes	Income before income taxes	2,197		1,439		3,931		2,576		Income before income taxes	1,727		1,754		5,658		4,330
Income tax expense	Income tax expense	(489)		(281)		(834)		(497)		Income tax expense	(360)		(347)		(1,194)		(844)
Consolidated net income	Consolidated net income	1,708		1,158		3,097		2,079		Consolidated net income	1,367		1,407		4,464		3,486
Less: Net income attributable to noncontrolling interests	Less: Net income attributable to noncontrolling interests	(237)		(138)		(423)		(252)		Less: Net income attributable to noncontrolling interests	(182)		(190)		(605)		(442)
Net income attributable to Charter shareholders	Net income attributable to Charter shareholders	$	1,471	$	1,020	$	2,674	$	1,827	Net income attributable to Charter shareholders	$	1,185	$	1,217	$	3,859	$	3,044

EARNINGS PER COMMON SHARE ATTRIBUTABLE TO CHARTER SHAREHOLDERS:	EARNINGS PER COMMON SHARE ATTRIBUTABLE TO CHARTER SHAREHOLDERS:									EARNINGS PER COMMON SHARE ATTRIBUTABLE TO CHARTER SHAREHOLDERS:
Basic	Basic	$	8.96	$	5.48	$	15.98	$	9.69	Basic	$	7.51	$	6.69	$	23.51	$	16.33
Diluted	Diluted	$	8.80	$	5.29	$	15.66	$	9.37	Diluted	$	7.38	$	6.50	$	23.06	$	15.78

Weighted average common shares outstanding, basic	Weighted average common shares outstanding, basic	164,049,619		185,916,505		167,350,535		188,645,356		Weighted average common shares outstanding, basic	157,971,109		181,925,180		164,189,703		186,380,681
Weighted average common shares outstanding, diluted	Weighted average common shares outstanding, diluted	167,090,925		199,077,390		170,741,462		202,458,265		Weighted average common shares outstanding, diluted	160,638,186		187,166,071		167,351,777		197,316,667

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

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(dollars in millions)

Unaudited

Class A Common Stock Class B Common Stock Additional Paid-in Capital Accumulated Deficit Treasury Stock Total Charter Shareholders’ Equity Non-controlling Interests Total Shareholders’ Equity
BALANCE, December 31, 2021 $ — $ — $ 26,725 $ (12,675) $ — $ 14,050 $ 4,106 $ 18,156
Consolidated net income — — — 1,203 — 1,203 186 1,389
Stock compensation expense — — 147 — — 147 — 147
Exercise of stock options — — 1 — — 1 — 1
Purchases of treasury stock — — — — (3,333) (3,333) — (3,333)
Purchase of noncontrolling interest, net of tax — — (197) — — (197) (156) (353)
Change in noncontrolling interest ownership, net of tax — — 189 — — 189 (250) (61)
Distributions to noncontrolling interest — — — — — — (2) (2)
BALANCE, March 31, 2022 — — 26,865 (11,472) (3,333) 12,060 3,884 15,944
Consolidated net income — — — 1,471 — 1,471 237 1,708
Stock compensation expense — — 104 — — 104 — 104
Exercise of stock options — — 4 — — 4 — 4
Purchases of treasury stock — — — — (3,687) (3,687) — (3,687)
Purchase of noncontrolling interest, net of tax — — (256) — — (256) (238) (494)
Change in noncontrolling interest ownership, net of tax — — 183 — — 183 (244) (61)
Distributions to noncontrolling interest — — — — — — (5) (5)
BALANCE, June 30, 2022 $ — $ — $ 26,900 $ (10,001) $ (7,020) $ 9,879 $ 3,634 $ 13,513


		Class A Common Stock		Class B Common Stock		Additional Paid-in Capital		Accumulated Deficit		Treasury Stock		Total Charter Shareholders’ Equity		Non-controlling Interests		Total Shareholders’ Equity			Class A Common Stock		Class B Common Stock		Additional Paid-in Capital		Accumulated Deficit		Treasury Stock		Total Charter Shareholders’ Equity		Non-controlling Interests		Total Shareholders’ Equity
BALANCE, December 31, 2020		$	—	$	—	$	29,000	$	(5,195)	$	—	$	23,805	$	6,476	$	30,281
BALANCE, December 31, 2021																		BALANCE, December 31, 2021	$	—	$	—	$	26,725	$	(12,675)	$	—	$	14,050	$	4,106	$	18,156
Consolidated net income	Consolidated net income	—		—		—		807		—		807		114		921		Consolidated net income	—		—		—		1,203		—		1,203		186		1,389
Stock compensation expense	Stock compensation expense	—		—		134		—		—		134		—		134		Stock compensation expense	—		—		147		—		—		147		—		147
Exercise of stock options	Exercise of stock options	—		—		9		—		—		9		—		9		Exercise of stock options	—		—		1		—		—		1		—		1
Purchases of treasury stock	Purchases of treasury stock	—		—		—		—		(3,652)		(3,652)		—		(3,652)		Purchases of treasury stock	—		—		—		—		(3,333)		(3,333)		—		(3,333)
Purchase of noncontrolling interest, net of tax	Purchase of noncontrolling interest, net of tax	—		—		(237)		—		—		(237)		(192)		(429)		Purchase of noncontrolling interest, net of tax	—		—		(197)		—		—		(197)		(156)		(353)
Change in noncontrolling interest ownership, net of tax	Change in noncontrolling interest ownership, net of tax	—		—		131		—		—		131		(175)		(44)		Change in noncontrolling interest ownership, net of tax	—		—		189		—		—		189		(250)		(61)
Distributions to noncontrolling interest	Distributions to noncontrolling interest	—		—		—		—		—		—		(39)		(39)		Distributions to noncontrolling interest	—		—		—		—		—		—		(2)		(2)
BALANCE, March 31, 2021		—		—		29,037		(4,388)		(3,652)		20,997		6,184		27,181
BALANCE, March 31, 2022																		BALANCE, March 31, 2022	—		—		26,865		(11,472)		(3,333)		12,060		3,884		15,944
Consolidated net income	Consolidated net income	—		—		—		1,020		—		1,020		138		1,158		Consolidated net income	—		—		—		1,471		—		1,471		237		1,708
Stock compensation expense	Stock compensation expense	—		—		100		—		—		100		—		100		Stock compensation expense	—		—		104		—		—		104		—		104
Exercise of stock options	Exercise of stock options	—		—		17		—		—		17		—		17		Exercise of stock options	—		—		4		—		—		4		—		4
Purchases of treasury stock	Purchases of treasury stock	—		—		—		—		(3,516)		(3,516)		—		(3,516)		Purchases of treasury stock	—		—		—		—		(3,687)		(3,687)		—		(3,687)
Purchase of noncontrolling interest, net of tax	Purchase of noncontrolling interest, net of tax	—		—		(279)		—		—		(279)		(213)		(492)		Purchase of noncontrolling interest, net of tax	—		—		(256)		—		—		(256)		(238)		(494)
Preferred unit conversion and change in noncontrolling interest ownership, net of tax		—		—		1,003		—		—		1,003		(1,333)		(330)
Change in noncontrolling interest ownership, net of tax																		Change in noncontrolling interest ownership, net of tax	—		—		183		—		—		183		(244)		(61)
Distributions to noncontrolling interest	Distributions to noncontrolling interest	—		—		—		—		—		—		(32)		(32)		Distributions to noncontrolling interest	—		—		—		—		—		—		(5)		(5)
BALANCE, June 30, 2021		$	—	$	—	$	29,878	$	(3,368)	$	(7,168)	$	19,342	$	4,744	$	24,086
BALANCE, June 30, 2022																		BALANCE, June 30, 2022	—		—		26,900		(10,001)		(7,020)		9,879		3,634		13,513
Consolidated net income																		Consolidated net income	—		—		—		1,185		—		1,185		182		1,367
Stock compensation expense																		Stock compensation expense	—		—		109		—		—		109		—		109

Purchases of treasury stock																		Purchases of treasury stock	—		—		—		—		(2,225)		(2,225)		—		(2,225)
Purchase of noncontrolling interest, net of tax																		Purchase of noncontrolling interest, net of tax	—		—		(155)		—		—		(155)		(179)		(334)
Change in noncontrolling interest ownership, net of tax																		Change in noncontrolling interest ownership, net of tax	—		—		96		—		—		96		(127)		(31)
Distributions to noncontrolling interest																		Distributions to noncontrolling interest	—		—		—		—		—		—		(49)		(49)
BALANCE, September 30, 2022																		BALANCE, September 30, 2022	$	—	$	—	$	26,950	$	(8,816)	$	(9,245)	$	8,889	$	3,461	$	12,350

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

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(dollars in millions)

Unaudited


	Class A Common Stock		Class B Common Stock		Additional Paid-in Capital		Accumulated Deficit		Treasury Stock		Total Charter Shareholders’ Equity		Non-controlling Interests		Total Shareholders’ Equity
BALANCE, December 31, 2020	$	—	$	—	$	29,000	$	(5,195)	$	—	$	23,805	$	6,476	$	30,281
Consolidated net income	—		—		—		807		—		807		114		921
Stock compensation expense	—		—		134		—		—		134		—		134
Exercise of stock options	—		—		9		—		—		9		—		9
Purchases of treasury stock	—		—		—		—		(3,652)		(3,652)		—		(3,652)
Purchase of noncontrolling interest, net of tax	—		—		(237)		—		—		(237)		(192)		(429)
Change in noncontrolling interest ownership, net of tax	—		—		131		—		—		131		(175)		(44)
Distributions to noncontrolling interest	—		—		—		—		—		—		(39)		(39)
BALANCE, March 31, 2021	—		—		29,037		(4,388)		(3,652)		20,997		6,184		27,181
Consolidated net income	—		—		—		1,020		—		1,020		138		1,158
Stock compensation expense	—		—		100		—		—		100		—		100
Exercise of stock options	—		—		17		—		—		17		—		17
Purchases of treasury stock	—		—		—		—		(3,516)		(3,516)		—		(3,516)
Purchase of noncontrolling interest, net of tax	—		—		(279)		—		—		(279)		(213)		(492)
Preferred unit conversion and change in noncontrolling interest ownership, net of tax	—		—		1,003		—		—		1,003		(1,333)		(330)
Distributions to noncontrolling interest	—		—		—		—		—		—		(32)		(32)
BALANCE, June 30, 2021	—		—		29,878		(3,368)		(7,168)		19,342		4,744		24,086
Consolidated net income	—		—		—		1,217		—		1,217		190		1,407
Stock compensation expense	—		—		98		—		—		98		—		98
Exercise of stock options	—		—		17		—		—		17		—		17
Purchases of treasury stock	—		—		—		—		(3,666)		(3,666)		—		(3,666)
Purchase of noncontrolling interest, net of tax	—		—		(197)		—		—		(197)		(148)		(345)
Change in noncontrolling interest ownership, net of tax	—		—		219		—		—		219		(290)		(71)
BALANCE, September 30, 2021	$	—	$	—	$	30,015	$	(2,151)	$	(10,834)	$	17,030	$	4,496	$	21,526

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

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in millions)

Unaudited


		Six Months Ended June 30,					Nine Months Ended September 30,
		2022		2021			2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES:	CASH FLOWS FROM OPERATING ACTIVITIES:					CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net income	Consolidated net income	$	3,097	$	2,079	Consolidated net income	$	4,464	$	3,486
Adjustments to reconcile consolidated net income to net cash flows from operating activities:	Adjustments to reconcile consolidated net income to net cash flows from operating activities:					Adjustments to reconcile consolidated net income to net cash flows from operating activities:
Depreciation and amortization	Depreciation and amortization	4,534		4,795		Depreciation and amortization	6,711		7,065
Stock compensation expense	Stock compensation expense	251		234		Stock compensation expense	360		332
Noncash interest income, net	Noncash interest income, net	(7)		(15)		Noncash interest income, net	(12)		(20)
Deferred income taxes	Deferred income taxes	115		371		Deferred income taxes	165		668
Other, net	Other, net	(153)		124		Other, net	(113)		279
Changes in operating assets and liabilities, net of effects from acquisitions and dispositions:	Changes in operating assets and liabilities, net of effects from acquisitions and dispositions:					Changes in operating assets and liabilities, net of effects from acquisitions and dispositions:
Accounts receivable	Accounts receivable	(200)		(44)		Accounts receivable	(262)		(106)
Prepaid expenses and other assets	Prepaid expenses and other assets	(133)		(113)		Prepaid expenses and other assets	(96)		(127)
Accounts payable, accrued liabilities and other	Accounts payable, accrued liabilities and other	(123)		319		Accounts payable, accrued liabilities and other	(79)		436
Net cash flows from operating activities	Net cash flows from operating activities	7,381		7,750		Net cash flows from operating activities	11,138		12,013

CASH FLOWS FROM INVESTING ACTIVITIES:	CASH FLOWS FROM INVESTING ACTIVITIES:					CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment	Purchases of property, plant and equipment	(4,050)		(3,702)		Purchases of property, plant and equipment	(6,456)		(5,563)
Change in accrued expenses related to capital expenditures	Change in accrued expenses related to capital expenditures	128		(125)		Change in accrued expenses related to capital expenditures	284		(51)
Other, net	Other, net	(160)		(145)		Other, net	(174)		(148)
Net cash flows from investing activities	Net cash flows from investing activities	(4,082)		(3,972)		Net cash flows from investing activities	(6,346)		(5,762)

CASH FLOWS FROM FINANCING ACTIVITIES:	CASH FLOWS FROM FINANCING ACTIVITIES:					CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt	Borrowings of long-term debt	16,631		10,958		Borrowings of long-term debt	21,528		15,263
Repayments of long-term debt	Repayments of long-term debt	(11,947)		(5,759)		Repayments of long-term debt	(15,659)		(9,651)
Payments for debt issuance costs	Payments for debt issuance costs	(57)		(58)		Payments for debt issuance costs	(71)		(76)
Purchase of treasury stock	Purchase of treasury stock	(7,020)		(7,168)		Purchase of treasury stock	(9,245)		(10,834)
Proceeds from exercise of stock options	Proceeds from exercise of stock options	5		26		Proceeds from exercise of stock options	5		43
Purchase of noncontrolling interest	Purchase of noncontrolling interest	(994)		(1,090)		Purchase of noncontrolling interest	(1,379)		(1,500)
Distributions to noncontrolling interest	Distributions to noncontrolling interest	(7)		(71)		Distributions to noncontrolling interest	(56)		(71)
Other, net	Other, net	(28)		94		Other, net	(36)		40
Net cash flows from financing activities	Net cash flows from financing activities	(3,417)		(3,068)		Net cash flows from financing activities	(4,913)		(6,786)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(118)		710
NET DECREASE IN CASH AND CASH EQUIVALENTS						NET DECREASE IN CASH AND CASH EQUIVALENTS	(121)		(535)
CASH AND CASH EQUIVALENTS, beginning of period	CASH AND CASH EQUIVALENTS, beginning of period	601		1,001		CASH AND CASH EQUIVALENTS, beginning of period	601		1,001
CASH AND CASH EQUIVALENTS, end of period	CASH AND CASH EQUIVALENTS, end of period	$	483	$	1,711	CASH AND CASH EQUIVALENTS, end of period	$	480	$	466

CASH PAID FOR INTEREST	CASH PAID FOR INTEREST	$	2,150	$	1,996	CASH PAID FOR INTEREST	$	3,251	$	3,038
CASH PAID FOR TAXES	CASH PAID FOR TAXES	$	470	$	69	CASH PAID FOR TAXES	$	882	$	99

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

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in millions, except per share amounts and where indicated)

1. Organization and Basis of Presentation

Organization

Charter Communications, Inc. (together with its controlled subsidiaries, “Charter,” or the “Company”) is a leading broadband connectivity company and cable operator. Over an advanced high-capacity, two-way telecommunications network, the Company offers a full range of state-of-the-art residential and business services including Spectrum Internet®, TV, Mobile and Voice. 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 and production for the modern media landscape. The Company also distributes award-winning news coverage ~~sports~~ and ~~high-quality original~~sports programming to its customers through Spectrum ~~Networks and Spectrum Originals.~~Networks.

Charter is a holding company whose principal asset is a controlling equity interest in Charter Communications Holdings, LLC (“Charter Holdings”), an indirect owner of Charter Communications Operating, LLC (“Charter Operating”) under which substantially all of the operations reside. All significant intercompany accounts and transactions among consolidated entities have been eliminated.

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 1one reportable segment.

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”). Accordingly, certain information and footnote disclosures typically included in the Company's Annual Report on Form 10-K have been condensed or omitted for this quarterly report. The accompanying consolidated financial statements are unaudited and are subject to review by regulatory authorities. However, in the opinion of management, such financial statements include all adjustments, which consist of only normal recurring adjustments, necessary for a fair presentation of the results for the periods presented. Interim results are not necessarily indicative of results for a full year.

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, pension benefits and income taxes. Actual results could differ from those estimates.

Comprehensive income equaled net income attributable to Charter shareholders for the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021.

2. Investments

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 ~~initial~~ investment ~~will be~~is approximately ~~$979~~$981 million with $175 million paid in June 2022 and with the remaining non-cancelable required contributions to be paid over multiple years and recorded as accrued obligations as of ~~June~~September 30, 2022. The Company ~~accounted~~accounts for the investment as an equity method investment and ~~will record~~records investment income (loss) on its share of the joint venture income (loss).

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in millions, except per share amounts and where indicated)

3. Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consist of the following as of ~~June~~September 30, 2022 and December 31, 2021:


		June 30, 2022		December 31, 2021			September 30, 2022		December 31, 2021
Accounts payable – trade	Accounts payable – trade	$	718	$	724	Accounts payable – trade	$	740	$	724
Deferred revenue	Deferred revenue	533		461		Deferred revenue	525		461
Accrued liabilities:	Accrued liabilities:					Accrued liabilities:
Programming costs	Programming costs	2,061		2,036		Programming costs	1,979		2,036
Labor	Labor	1,128		1,304		Labor	1,206		1,304
Capital expenditures	Capital expenditures	1,400		1,281		Capital expenditures	1,546		1,281
Interest	Interest	1,124		1,099		Interest	1,189		1,099
Taxes and regulatory fees	Taxes and regulatory fees	813		592		Taxes and regulatory fees	711		592
Property and casualty	Property and casualty	502		490		Property and casualty	499		490
Operating lease liabilities	Operating lease liabilities	281		269		Operating lease liabilities	291		269
Other	Other	1,302		1,205		Other	1,387		1,205
		$	9,862	$	9,461		$	10,073	$	9,461

4. Long-Term Debt

A summary of our debt as of ~~June~~September 30, 2022 and December 31, 2021 is as follows:


		June 30, 2022						December 31, 2021							September 30, 2022						December 31, 2021
		Principal Amount		Carrying Value		Fair Value		Principal Amount		Carrying Value		Fair Value			Principal Amount		Carrying Value		Fair Value		Principal Amount		Carrying Value		Fair Value
Senior unsecured notes	Senior unsecured notes	$	25,150	$	25,075	$	21,535	$	23,950	$	23,882	$	24,630	Senior unsecured notes	$	26,650	$	26,564	$	21,760	$	23,950	$	23,882	$	24,630

Senior secured notes and debentures(a)	Senior secured notes and debentures(a)	56,852		57,258		49,843		56,525		57,011		64,346		Senior secured notes and debentures(a)	56,724		57,112		45,620		56,525		57,011		64,346

Credit facilities(b)	Credit facilities(b)	13,729		13,668		13,026		10,723		10,668		10,665		Credit facilities(b)	13,413		13,356		12,824		10,723		10,668		10,665
		$	95,731	$	96,001	$	84,404	$	91,198	$	91,561	$	99,641		$	96,787	$	97,032	$	80,204	$	91,198	$	91,561	$	99,641

(a)Includes the Company's £625 million and £650 million fixed-rate British pound sterling denominated notes (the “Sterling Notes”) remeasured using the exchange rate at the respective dates.

(b)The Company has availability under the Charter Operating credit facilities of approximately ~~$4.4~~$4.6 billion as of ~~June~~September 30, 2022.

The estimated fair value of the Company’s senior unsecured and secured notes and debentures as of ~~June~~September 30, 2022 and December 31, 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.

In January 2022, CCO Holdings, LLC ("CCO Holdings") and CCO Holdings Capital Corp. jointly issued $1.2 billion of 4.750% senior unsecured notes due February 2032 at par. The net proceeds were used for general corporate purposes, including to fund buybacks of Charter Class A common stock and Charter Holdings common units, to repay certain indebtedness and to pay related fees and expenses.

In March 2022, Charter Operating and Charter Communications Operating Capital Corp. jointly issued $1.0 billion aggregate principal amount of 4.400% senior secured notes due April 2033 at a price of 99.634% of the aggregate principal amount, $1.5 billion aggregate principal amount of 5.250% senior secured notes due April 2053 at a price of 99.300% of the aggregate principal amount and $1.0 billion aggregate principal amount of 5.500% senior secured notes due April 2063 at a price of 99.255% of the aggregate principal amount. The net proceeds were used for general corporate purposes, including to fund

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in millions, except per share amounts and where indicated)

buybacks of Charter Class A common stock and Charter Holdings common units, to repay certain indebtedness and to pay related fees and expenses.

In May and June 2022, Charter Operating and Charter Communications Operating Capital Corp. redeemed all of their outstanding 4.464% senior notes due July 2022.

In May 2022, Charter Operating entered into an amendment to its credit agreement (the "Amendment") to: (i) upsize term A loans by $2.3 billion to $6.05 billion and extend the maturity to August 31, 2027 from March 31, 2023 and February 1, 2025, (ii) create and borrow a new tranche of $500 million of term A-6 loans maturing August 31, 2028, (iii) increase the size of Charter Operating's revolving credit facility and extend the maturity date to August 31, 2027 from March 31, 2023 and February 1, 2025 and (iv) make certain other amendments to the credit agreement. The Company used a portion of the proceeds from the Amendment to repay all of the term A-2 loans, term A-4 loans and borrowings under the revolving credit facility outstanding prior to the effective date of the Amendment.

After giving effect to the Amendment: (i) the aggregate principal amount of term A-5 loans outstanding as of September 30, 2022 is ~~$6.05~~$6.0 billion with a pricing of Secured Overnight Financing Rate ("SOFR") plus 1.25%, (ii) the aggregate principal amount of term A-6 loans outstanding as of September 30, 2022 is ~~$500~~$494 million with a pricing of SOFR plus 1.50% and (iii) the aggregate amount of the revolving credit facility increased to a total capacity of $5.5 billion and the interest rate benchmark changed from London Interbank Offering Rate ("LIBOR") to SOFR, with a pricing of SOFR plus 1.25%. The aggregate principal amount of term B-1 loans (maturing April 30, 2025) and term B-2 loans (maturing February 1, 2027) outstanding as of September 30, 2022 are $2.4 billion and $3.7 billion, respectively, with LIBOR-based pricing unchanged.

The Amendment also removed mandatory prepayment requirements upon asset sales and property or casualty insurance recoveries, made changes to the affirmative covenants, including changes to the financial reporting covenants, and made changes to the negative covenants, including removal of certain negative covenants in their entirety.

In August 2022, CCO Holdings and CCO Holdings Capital Corp. jointly issued $1.5 billion of 6.375% senior unsecured notes due September 2029 at par. The net proceeds were used for general corporate purposes, including to fund buybacks of Charter Class A common stock and Charter Holdings common units, to repay certain indebtedness and to pay related fees and expenses.

Losses on extinguishment of debt are recorded in other income (expenses), net in the consolidated statements of operations and consisted of the following.


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2022		2021		2022		2021
CCO Holdings notes redemption	CCO Holdings notes redemption	$	—	$	(46)	$	—	$	(75)	CCO Holdings notes redemption	$	—	$	(71)	$	—	$	(146)
Charter Operating credit facility refinancing	Charter Operating credit facility refinancing	(2)		—		(2)		—		Charter Operating credit facility refinancing	—		—		(2)		—
Time Warner Cable, LLC notes redemption										Time Warner Cable, LLC notes redemption	—		2		—		2
Charter Operating notes redemption	Charter Operating notes redemption	(1)		—		(1)		—		Charter Operating notes redemption	—		—		(1)		—
		$	(3)	$	(46)	$	(3)	$	(75)		$	—	$	(69)	$	(3)	$	(144)

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in millions, except per share amounts and where indicated)

5. Common Stock

The following represents the Company's purchase of Charter Class A common stock and the effect on the consolidated statements of cash flows during the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021.


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended September 30,						Nine Months Ended September 30,
		2022			2021			2022			2021				2022			2021			2022			2021
		Shares	$		Shares	$		Shares	$		Shares	$			Shares	$		Shares	$		Shares	$		Shares	$
Share buybacks	Share buybacks	7,264,833	$	3,675	5,147,257	$	3,392	12,590,427	$	6,847	10,703,575	$	6,866	Share buybacks	5,006,943	$	2,218	4,738,842	$	3,584	17,597,370	$	9,065	15,442,417	$	10,450
Income tax withholding	Income tax withholding	24,630	12		183,357	124		289,475	173		467,920	302		Income tax withholding	14,595	7		104,949	82		304,070	180		572,869	384
Exercise cost	Exercise cost	80,826			185,698			229,483			495,513			Exercise cost	43,916			116,961			273,399			612,474
		7,370,289	$	3,687	5,516,312	$	3,516	13,109,385	$	7,020	11,667,008	$	7,168		5,065,454	$	2,225	4,960,752	$	3,666	18,174,839	$	9,245	16,627,760	$	10,834

~~CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

~~(dollars in millions, except per share amounts and where indicated)~~

Share buybacks above include shares of Charter Class A common stock purchased from Liberty Broadband Corporation (“Liberty Broadband”) as follows.


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2022		2021		2022		2021
Number of shares purchased	Number of shares purchased	2,257,443		1,927,032		3,227,684		2,761,608		Number of shares purchased	1,724,540		1,200,547		4,952,224		3,962,155
Amount of shares purchased	Amount of shares purchased	$	1,204	$	1,244	$	1,806	$	1,762	Amount of shares purchased	$	796	$	880	$	2,602	$	2,642

In ~~July~~October 2022, the Company purchased from Liberty Broadband an additional ~~0.8~~0.5 million shares of Charter Class A common stock for approximately ~~$363~~$183 million.

As of ~~June~~September 30, 2022, Charter had remaining board authority to purchase an additional ~~$673~~$680 million of Charter’s Class A common stock and/or Charter Holdings common units, excluding purchases from Liberty Broadband. The Company also withholds shares of its Class A common stock in payment of income tax withholding owed by employees upon vesting of equity awards as well as exercise costs owed by employees upon exercise of stock options.

In 2021, Charter’s board of directors approved the retirement of the then currently held treasury stock and those shares were retired as of December 31, 2021. The Company accounts for treasury stock using the cost method and includes treasury stock as a component of total shareholders’ equity.

6. Noncontrolling Interests

Noncontrolling interests represents consolidated subsidiaries of which the Company owns less than 100%. The Company is a holding company whose principal asset is a controlling equity interest in Charter Holdings, the indirect owner of the Company’s cable systems. Noncontrolling interests on the Company’s balance sheet consist primarily of Advance/Newhouse Partnership's (“A/N”) equity interests in Charter Holdings, which is comprised of a common ownership interest and prior to June 18, 2021, a convertible preferred ownership interest.

Net income of Charter Holdings attributable to A/N’s common noncontrolling interest for financial reporting purposes is based on the weighted average effective common ownership interest of approximately 11% during 2022 and 7% prior to conversion of the preferred units and 11% after conversion during 2021, and was ~~$236~~$182 million and ~~$422~~$604 million for the three and ~~six~~nine months ended ~~June~~September 30, 2022, respectively, and ~~$105~~$190 million and ~~$181~~$371 million for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively. Net income of Charter Holdings attributable to A/N's preferred noncontrolling interest for financial reporting purposes is based on the preferred dividend which was ~~$32 million and~~ $70 million for the ~~three and six~~nine months ended ~~June~~September 30, ~~2021, respectively.~~2021. In June 2021, the Company caused the conversion of all of A/N's Charter Holdings convertible preferred units into Charter Holdings common units.

The following table represents Charter Holdings' purchase of Charter Holdings common units from A/N and the effect on total shareholders' equity during the three and six months ended June 30, 2022 and 2021.

Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
Number of units purchased 1,063,333 912,034 1,720,601 1,704,688
Amount of units purchased $ 578 $ 583 $ 994 $ 1,090
Decrease in noncontrolling interest based on carrying value $ (238) $ (213) $ (394) $ (405)
Decrease in additional paid-in-capital, net of tax $ (256) $ (279) $ (453) $ (516)

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in millions, except per share amounts and where indicated)

The following table represents Charter Holdings' purchase of Charter Holdings common units from A/N and the effect on total shareholders' equity during the three and nine months ended September 30, 2022 and 2021.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Number of units purchased	836,655		565,972		2,557,256		2,270,660

Amount of units purchased	$	385	$	410	$	1,379	$	1,500
Decrease in noncontrolling interest based on carrying value	$	(179)	$	(148)	$	(573)	$	(553)
Decrease in additional paid-in-capital, net of tax	$	(155)	$	(197)	$	(608)	$	(713)

Total shareholders' equity was also adjusted during the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021 due to the changes in Charter Holdings' ownership including the impact of the preferred unit conversion in June 2021 as follows.


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2022		2021		2022		2021
Decrease in noncontrolling interest	Decrease in noncontrolling interest	$	(244)	$	(1,333)	$	(494)	$	(1,508)	Decrease in noncontrolling interest	$	(127)	$	(290)	$	(621)	$	(1,798)
Increase in additional paid-in-capital, net of tax	Increase in additional paid-in-capital, net of tax	$	183	$	1,003	$	372	$	1,134	Increase in additional paid-in-capital, net of tax	$	96	$	219	$	468	$	1,353

7. Accounting for Derivative Instruments and Hedging Activities

Cross-currency derivative instruments are used to manage foreign exchange risk on the Sterling Notes by effectively converting £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 fair value of the Company's cross-currency derivatives, which are classified within Level 2 of the valuation hierarchy, was ~~$450~~$772 million and $290 million and is included in other long-term liabilities on its consolidated balance sheets as of ~~June~~September 30, 2022 and December 31, 2021, respectively.

The effect of financial instruments are recorded in other income (expenses), net in the consolidated statements of operations and consisted of the following.


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2022		2021		2022		2021
Change in fair value of cross-currency derivative instruments	Change in fair value of cross-currency derivative instruments	$	(124)	$	(85)	$	(160)	$	(22)	Change in fair value of cross-currency derivative instruments	$	(322)	$	(111)	$	(482)	$	(133)
Foreign currency remeasurement of Sterling Notes to U.S. dollars	Foreign currency remeasurement of Sterling Notes to U.S. dollars	125		(6)		175		(21)		Foreign currency remeasurement of Sterling Notes to U.S. dollars	129		47		304		26
Gain (loss) on financial instruments, net		$	1	$	(91)	$	15	$	(43)
Loss on financial instruments, net										Loss on financial instruments, net	$	(193)	$	(64)	$	(178)	$	(107)

~~8. Revenues~~

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

Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
Internet $ 5,562 $ 5,221 $ 11,014 $ 10,307
Video 4,484 4,378 8,830 8,722
Voice 398 394 789 793
Residential revenue 10,444 9,993 20,633 19,822
Small and medium business 1,080 1,042 2,139 2,054
Enterprise 669 636 1,330 1,274
Commercial revenue 1,749 1,678 3,469 3,328
Advertising sales 460 411 843 755
Mobile 726 519 1,416 1,011
Other 219 201 437 408
$ 13,598 $ 12,802 $ 26,798 $ 25,324

As of June 30, 2022 and December 31, 2021, accounts receivable, net on the consolidated balance sheets includes approximately $477 million and $391 million of current equipment installment plan receivables, respectively, and other

910

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in millions, except per share amounts and where indicated)

8. Revenues

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Internet	$	5,571	$	5,363	$	16,585	$	15,670
Video	4,379		4,502		13,209		13,224
Voice	391		409		1,180		1,202
Residential revenue	10,341		10,274		30,974		30,096

Small and medium business	1,082		1,062		3,221		3,116
Enterprise	673		656		2,003		1,930
Commercial revenue	1,755		1,718		5,224		5,046

Advertising sales	481		391		1,324		1,146
Mobile	750		535		2,166		1,546
Other	223		228		660		636
	$	13,550	$	13,146	$	40,348	$	38,470

As of September 30, 2022 and December 31, 2021, accounts receivable, net on the consolidated balance sheets includes approximately $492 million and $391 million of current equipment installment plan receivables, respectively, and other noncurrent assets includes approximately ~~$231~~$225 million and $189 million of noncurrent equipment installment plan receivables, respectively.

9. 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:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2022		2021		2022		2021
Programming	Programming	$	2,972	$	2,978	$	5,949	$	5,966	Programming	$	2,871	$	2,983	$	8,820	$	8,949
Regulatory, connectivity and produced content	Regulatory, connectivity and produced content	599		668		1,155		1,268		Regulatory, connectivity and produced content	587		634		1,742		1,902
Costs to service customers	Costs to service customers	1,920		1,827		3,819		3,631		Costs to service customers	1,982		1,899		5,801		5,530
Marketing	Marketing	806		741		1,632		1,492		Marketing	861		788		2,493		2,280
Mobile	Mobile	797		586		1,557		1,158		Mobile	846		607		2,403		1,765
Other	Other	1,099		1,082		2,215		2,078		Other	1,100		1,047		3,315		3,125
		$	8,193	$	7,882	$	16,327	$	15,593		$	8,247	$	7,958	$	24,574	$	23,551

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, 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 is 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 contract period. Costs to service customers include costs related to field operations, network operations and customer care for the Company’s residential and SMB 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

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in millions, except per share amounts and where indicated)

vehicle costs. Marketing costs represent the costs of marketing to current and potential residential and commercial customers including labor costs. Mobile costs represent costs associated with the Company's mobile service such as device and service costs, marketing, sales and 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.

10. Other Operating (Income) Expenses, Net

Other operating (income) expenses, net consist of the following for the periods presented:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2022		2021		2022		2021
Special charges, net	Special charges, net	$	(63)	$	(6)	$	(64)	$	249	Special charges, net	$	199	$	(7)	$	135	$	242
(Gain) loss on disposal of assets, net	(Gain) loss on disposal of assets, net	1		(3)		3		44		(Gain) loss on disposal of assets, net	3		(2)		6		42
		$	(62)	$	(9)	$	(61)	$	293		$	202	$	(9)	$	141	$	284

Special charges, net

Special charges, net for the three and nine months ended September 30, 2022 primarily includes litigation settlements and the nine months ended September 30, 2022 also includes a $54 million gain related to the settlement of a multiemployer pension plan. For the nine months ended September 30, 2021, special charges, net includes net amounts of litigation settlements, including the $220 million settlement with Sprint Communications Company L.P. and T-Mobile USA, Inc. ~~for the six months ended June 30, 2021,~~, and employee termination costs. ~~Special charges, net for the three and six months ended June 30, 2022 also includes a $54 million gain related to the settlement of a multiemployer pension plan.~~

~~CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

~~(dollars in millions, except per share amounts and where indicated)~~

11. Other Income (Expenses), Net

Other income (expenses), net consist of the following for the periods presented:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2022		2021		2022		2021
Loss on extinguishment of debt (see Note 4)	Loss on extinguishment of debt (see Note 4)	$	(3)	$	(46)	$	(3)	$	(75)	Loss on extinguishment of debt (see Note 4)	$	—	$	(69)	$	(3)	$	(144)
Gain (loss) on financial instruments, net (see Note 7)		1		(91)		15		(43)
Net periodic pension benefits		17		173		34		191
Loss on financial instruments, net (see Note 7)										Loss on financial instruments, net (see Note 7)	(193)		(64)		(178)		(107)
Net periodic pension benefits (costs)										Net periodic pension benefits (costs)	207		(15)		241		176
Gain (loss) on equity investments, net	Gain (loss) on equity investments, net	64		(168)		56		(153)		Gain (loss) on equity investments, net	(51)		(9)		5		(162)
		$	79	$	(132)	$	102	$	(80)		$	(37)	$	(157)	$	65	$	(237)

Net periodic pension benefits

During the three and ~~six~~nine months ended ~~June~~September 30, 2022 and nine months ended September 30, 2021, settlements for lump-sum distributions to pension plan participants exceeded the estimated annual interest cost of the plans. As a result, the pension liability and pension asset values were reassessed ~~as of June 30, 2021~~ 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. Net periodic pension benefits includes a ~~$155~~$189 million remeasurement gain recorded during the three and ~~six~~nine months ended ~~June~~September 30, 2022 and a $155 million remeasurement gain recorded during the nine months ended September 30, 2021 which ~~was~~were primarily driven by changes in the discount ~~rate.~~rate offset by losses to record assets to fair value.

Gain (loss) on equity investments, net

Gain (loss) on equity investments, net includes impairments on equity investments of approximately $165 million for the ~~three and six~~nine months ended ~~June~~September 30, 2021.

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in millions, except per share amounts and where indicated)

12. Stock Compensation Plans

Charter’s stock incentive plans provide 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 stock incentive plans.

Charter granted the following equity awards for the periods presented.


		Three Months Ended June 30,		Six Months Ended June 30,			Three Months Ended September 30,		Nine Months Ended September 30,
		2022	2021	2022	2021		2022	2021	2022	2021
Stock options	Stock options	32,000	16,800	1,404,400	1,241,800	Stock options	50,700	36,900	1,455,100	1,278,700
Restricted stock	Restricted stock	6,800	4,600	6,800	4,600	Restricted stock	—	—	6,800	4,600
Restricted stock units	Restricted stock units	19,500	9,100	443,100	354,200	Restricted stock units	175,600	8,900	618,700	363,100

Stock options and restricted stock units generally cliff vest three years from the date of grant. 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.

As of ~~June~~September 30, 2022, total unrecognized compensation remaining to be recognized in future periods totaled ~~$323~~$268 million for stock options, ~~$0.3~~$2 million for restricted stock and ~~$323~~$329 million for restricted stock units and the weighted average period over which they are expected to be recognized is two years for stock options, ~~ten~~seven months for restricted stock and two years for restricted stock units.

~~CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

~~(dollars in millions, except per share amounts and where indicated)~~

The Company recorded stock compensation expense of ~~$104~~$109 million and ~~$251~~$360 million for the three and ~~six~~nine months ended ~~June~~September 30, 2022, respectively, and ~~$100~~$98 million and ~~$234~~$332 million for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively, which is included in operating costs and expenses.

13. Earnings Per Share

Basic earnings per common share is computed by dividing net income attributable to Charter shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share considers the impact of potentially dilutive securities using the treasury stock and if-converted methods and is based on the weighted average number of shares used for the basic earnings per share calculation, adjusted for the dilutive effect of stock options, restricted stock, restricted stock units, equity awards with market conditions and Charter Holdings convertible preferred units and common units. Charter Holdings common units of 19 million and 20 million for the three and ~~six~~nine months ended ~~June~~September 30, 2022, respectively, and 1523 million and 18 million for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively, were not included in the computation of diluted earnings per share as their effect would have been antidilutive.

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in millions, except per share amounts and where indicated)

The following is the computation of diluted earnings per common share for the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021.


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2022		2021		2022		2021
Numerator:	Numerator:									Numerator:
Net income attributable to Charter shareholders	Net income attributable to Charter shareholders	$	1,471	$	1,020	$	2,674	$	1,827	Net income attributable to Charter shareholders	$	1,185	$	1,217	$	3,859	$	3,044
Effect of dilutive securities:	Effect of dilutive securities:									Effect of dilutive securities:

Charter Holdings convertible preferred units	Charter Holdings convertible preferred units	—		32		—		70		Charter Holdings convertible preferred units	—		—		—		70
Net income attributable to Charter shareholders after assumed conversions	Net income attributable to Charter shareholders after assumed conversions	$	1,471	$	1,052	$	2,674	$	1,897	Net income attributable to Charter shareholders after assumed conversions	$	1,185	$	1,217	$	3,859	$	3,114

Denominator:	Denominator:									Denominator:
Weighted average common shares outstanding, basic	Weighted average common shares outstanding, basic	164,049,619		185,916,505		167,350,535		188,645,356		Weighted average common shares outstanding, basic	157,971,109		181,925,180		164,189,703		186,380,681
Effect of dilutive securities:	Effect of dilutive securities:									Effect of dilutive securities:
Assumed exercise or issuance of shares relating to stock plans	Assumed exercise or issuance of shares relating to stock plans	3,041,306		5,058,176		3,390,927		5,098,205		Assumed exercise or issuance of shares relating to stock plans	2,667,077		5,240,891		3,162,074		5,158,105

Weighted average Charter Holdings convertible preferred units	Weighted average Charter Holdings convertible preferred units	—		8,102,709		—		8,714,704		Weighted average Charter Holdings convertible preferred units	—		—		—		5,777,881
Weighted average common shares outstanding, diluted	Weighted average common shares outstanding, diluted	167,090,925		199,077,390		170,741,462		202,458,265		Weighted average common shares outstanding, diluted	160,638,186		187,166,071		167,351,777		197,316,667

Basic earnings per common share attributable to Charter shareholders	Basic earnings per common share attributable to Charter shareholders	$	8.96	$	5.48	$	15.98	$	9.69	Basic earnings per common share attributable to Charter shareholders	$	7.51	$	6.69	$	23.51	$	16.33
Diluted earnings per common share attributable to Charter shareholders	Diluted earnings per common share attributable to Charter shareholders	$	8.80	$	5.29	$	15.66	$	9.37	Diluted earnings per common share attributable to Charter shareholders	$	7.38	$	6.50	$	23.06	$	15.78

14. Contingencies

In March 2020, Charter Communications, LLC (“CC, LLC”), an indirect subsidiary of the Company, 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 ~~the plaintiff’s~~Mrs. Thomas' death. Following a two phase trial, the jury returned a verdict finding CC, LLC ninety percent at fault for ~~plaintiff’s~~Mrs. Thomas’ death, and awarded compensatory damages of $375 million to ~~plaintiff’s estate~~plaintiffs and then awarded $7.0 billion in punitive damages to ~~plaintiff’s estate~~plaintiffs on July 26, 2022. On October 7, 2022, plaintiffs filed a motion for a judgment that proposed a reduced total award of $1.144 billion. The ~~Company~~trial judge signed the judgment, and CC, LLC posted a $25 million bond to stay the judgment pending appeals. CC, LLC will continue to vigorously defend this lawsuit including pursuing all available appeals.

The Company has considered various factors, including the legal and factual circumstances of the case, the trial record, the jury verdicts, the status of the proceedings, applicable law, the views of legal counsel, the court’s rulings in advance of and during the trial, along with ~~upcoming~~ post-trial motions of the parties in determining the various grounds for appeal that the Company

~~CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

~~(dollars in millions, except per share amounts and where indicated)~~

expects to vigorously pursue and the likelihood of a successful appeal. Based on these factors, the Company has concluded that a loss from this case is not probable and reasonably estimable. Therefore, the Company has not accrued a liability for the adverse verdict in its financial statements as of ~~June~~September 30, 2022.

The Company is a defendant or co-defendant in several lawsuits involving alleged infringement of various intellectual property relating to various aspects of its 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, 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

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in millions, except per share amounts and where indicated)

intellectual 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 is party to other lawsuits, claims and regulatory inquiries that arise in the ordinary course of conducting its business. The ultimate outcome of these other legal matters pending against the Company cannot be predicted, 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.

1315

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

General

Charter Communications, Inc. (together with its controlled subsidiaries, “Charter”) is a leading broadband connectivity company and cable 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 services including Spectrum Internet, TV, Mobile and Voice. 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 and production for the modern media landscape. We also distribute award-winning news coverage ~~sports~~ and ~~high-quality original~~sports programming to our customers through Spectrum ~~Networks and Spectrum Originals.~~Networks.

Overview

In 2022, we remain focused on driving customer relationship growth. ~~For the quarter ended June 30, 2022, we had a decline of 74,000 residential~~Residential and small and medium business ("SMB") customer relationships increased by 17,000 during the third quarter of 2022 and ~~an increase of 360,000 residential and SMB customer relationships~~192,000 from ~~June~~September 30, 2021 to ~~June~~September 30, 2022, which excludes ~~mobile only~~mobile-only customers. We continue to see lower customer move rates and switching behavior among providers, which has reduced our selling opportunities. In addition, we had approximately 59,000 Internet customer disconnects during the second quarter of 2022 related to the discontinuation of the Emergency Broadband Benefit program and additional requirements of the Affordable Connectivity Program. Our rural construction initiative is underway which we expect will expand our footprint by approximately 1 million homes and businesses over the next six years, and we expect to participate in additional government subsidy programs that would further expand our footprint. We continue to evolve our network to provide increased Internet speeds and reliability ~~including recently increasing the minimum speed offered to new customers from 200 megabits per second to 300 megabits per second in 100% of our footprint,~~ and ~~continued investment~~invest in our products and customer service platforms. We offer Spectrum Internet products with speeds up to 1 Gbps across our entire footprint. 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 ~~Advanced Home WiFi and~~ over 500,000 out of home WiFi access points across our footprint. In October, we introduced Spectrum One, which brings together Spectrum Internet, Advanced WiFi and Unlimited Spectrum Mobile™, to offer consumers faster, more reliable and secure online connections on their favorite devices at home and on the go in a high-value package. In addition, we continue to work towards the construction of our own 5G mobile data-only network leveraging the Citizens Broadband Radio Service (“CBRS”) Priority Access Licenses (“PALs”) purchased in 2020. 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. InDuring the ~~first half of~~nine months ended September 30, 2022, we added ~~717,000~~1,113,000 mobile lines and ~~164,000~~239,000 Internet customers, and for the quarter ended ~~June~~September 30, 2022, we added ~~344,000~~396,000 mobile lines and ~~had a decline of 21,000~~75,000 Internet customers.

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 three and ~~six~~nine months ended ~~June~~September 30, 2022, our mobile product line increased revenues by ~~$726~~$750 million and ~~$1.4~~$2.2 billion, respectively, reduced Adjusted EBITDA by approximately ~~$71~~$96 million and ~~$141~~$237 million, respectively, and reduced free cash flow by approximately ~~$270~~$208 million and ~~$560~~$768 million, respectively. During the three and ~~six~~nine months ended ~~June~~September 30, 2021, our mobile product line increased revenues by ~~$519~~$535 million and ~~$1.0~~$1.5 billion, respectively, reduced Adjusted EBITDA by approximately ~~$67~~$72 million and ~~$147~~$219 million, respectively, and reduced free cash flow by approximately ~~$277~~$145 million and ~~$461~~$606 million, respectively. Mobile Adjusted EBITDA may continue to be negative primarily as a result of growth-related sales and marketing and other customer acquisition costs for mobile services, and depending on the pace of that growth. We also expect to continue to see negative free cash flow from the timing of device-related cash flows when we sell devices to customers pursuant to equipment installment plans and capital expenditures related to CBRS build-out.

1416

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


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended September 30,						Nine Months Ended September 30,
		2022		2021		% Change		2022		2021		% Change			2022		2021		% Change		2022		2021		% Change
Revenues	Revenues	$	13,598	$	12,802	6.2	%	$	26,798	$	25,324	5.8	%	Revenues	$	13,550	$	13,146	3.1	%	$	40,348	$	38,470	4.9	%
Adjusted EBITDA	Adjusted EBITDA	$	5,509	$	5,020	9.7	%	$	10,722	$	9,965	7.6	%	Adjusted EBITDA	$	5,412	$	5,286	2.4	%	$	16,134	$	15,251	5.8	%
Income from operations	Income from operations	$	3,227	$	2,575	25.3	%	$	5,998	$	4,643	29.2	%	Income from operations	$	2,924	$	2,927	(0.1)	%	$	8,922	$	7,570	17.9	%

Adjusted EBITDA is defined as net income attributable to Charter shareholders plus net income attributable to noncontrolling interest, net interest expense, income taxes, depreciation and amortization, stock compensation expense, other income (expenses), net and other operating (income) expenses, net, such as special charges and (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 was primarily due to growth in our residential Internet, mobile and commercial customers and price adjustments. Adjusted EBITDA growth and changes in income from operations ~~growth was~~were impacted by growth in revenue and increases in operating costs and expenses, primarily mobile, costs to service customers and marketing.

1517

The following table summarizes our customer statistics for Internet, video, voice and mobile as of ~~June~~September 30, 2022 and 2021 (in thousands except per customer data and footnotes).


		Approximate as of					Approximate as of
		June 30,					September 30,
		2022 (a)		2021 (a)			2022 (a)		2021 (a)
Customer Relationships (b)	Customer Relationships (b)					Customer Relationships (b)
Residential	Residential	29,942		29,660		Residential	29,946		29,823
SMB	SMB	2,182		2,104		SMB	2,195		2,126
Total Customer Relationships	Total Customer Relationships	32,124		31,764		Total Customer Relationships	32,141		31,949

Monthly Residential Revenue per Residential Customer (c)	Monthly Residential Revenue per Residential Customer (c)	$	116.00	$	112.85	Monthly Residential Revenue per Residential Customer (c)	$	115.16	$	115.15
Monthly SMB Revenue per SMB Customer (d)	Monthly SMB Revenue per SMB Customer (d)	$	165.66	$	166.28	Monthly SMB Revenue per SMB Customer (d)	$	164.89	$	167.29

Internet	Internet					Internet
Residential	Residential	28,259		27,722		Residential	28,320		27,965
SMB	SMB	1,994		1,912		SMB	2,008		1,934
Total Internet Customers	Total Internet Customers	30,253		29,634		Total Internet Customers	30,328		29,899

Video	Video					Video
Residential	Residential	14,853		15,420		Residential	14,642		15,287
SMB	SMB	642		592		SMB	649		604
Total Video Customers	Total Video Customers	15,495		16,012		Total Video Customers	15,291		15,891

Voice	Voice					Voice
Residential	Residential	8,200		9,014		Residential	7,929		8,784
SMB	SMB	1,287		1,259		SMB	1,287		1,273
Total Voice Customers	Total Voice Customers	9,487		10,273		Total Voice Customers	9,216		10,057

Mobile Lines (e)	Mobile Lines (e)					Mobile Lines (e)
Residential	Residential	4,134		2,855		Residential	4,516		3,085
SMB	SMB	147		85		SMB	161		99
Total Mobile Lines	Total Mobile Lines	4,281		2,940		Total Mobile Lines	4,677		3,184

Enterprise Primary Service Units ("PSUs") (f)	Enterprise Primary Service Units ("PSUs") (f)	277		265		Enterprise Primary Service Units ("PSUs") (f)	282		269

(a)We calculate the aging of customer accounts based on the monthly billing cycle for each account. On that basis, as of ~~June~~September 30, 2022 and 2021, customers include approximately ~~154,500~~151,700 and ~~162,700~~119,200 customers, respectively, whose accounts were over 60 days past due, approximately ~~45,800~~55,500 and ~~23,200~~21,100 customers, respectively, whose accounts were over 90 days past due and approximately ~~97,200~~149,300 and ~~30,400~~31,800 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 amounts of customers’ bills for those customers participating in government assistance ~~programs.~~programs, including video services. These customers are downgraded to a fully subsidized ~~Internet only~~Internet-only service. Included in the June 30, 2021 aging statistics are approximately 73,500 residential customers that would have been disconnected under our normal collection policies, but were not due to certain state mandates in place.

(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 residential 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 exclude enterprise and mobile-only customer relationships.

(c)Monthly residential revenue per residential customer is calculated as total residential quarterly revenue divided by three divided by average residential customer relationships during the respective quarter and excludes mobile revenue and customers.

(d)Monthly SMB revenue per SMB customer is calculated as total SMB quarterly revenue divided by three divided by average SMB customer relationships during the respective quarter and excludes mobile revenue and customers.

(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.

Critical Accounting Policies and Estimates

For a discussion of our critical accounting policies and the means by which we develop estimates therefore, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2021 Annual Report on Form 10-K. There have been no material changes from the critical accounting policies described in our Form 10-K.

Results of Operations

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


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2022		2021		2022		2021
Revenues	Revenues	$	13,598	$	12,802	$	26,798	$	25,324	Revenues	$	13,550	$	13,146	$	40,348	$	38,470

Costs and Expenses:	Costs and Expenses:									Costs and Expenses:
Operating costs and expenses (exclusive of items shown separately below)	Operating costs and expenses (exclusive of items shown separately below)	8,193		7,882		16,327		15,593		Operating costs and expenses (exclusive of items shown separately below)	8,247		7,958		24,574		23,551
Depreciation and amortization	Depreciation and amortization	2,240		2,354		4,534		4,795		Depreciation and amortization	2,177		2,270		6,711		7,065
Other operating (income) expenses, net	Other operating (income) expenses, net	(62)		(9)		(61)		293		Other operating (income) expenses, net	202		(9)		141		284
		10,371		10,227		20,800		20,681			10,626		10,219		31,426		30,900
Income from operations	Income from operations	3,227		2,575		5,998		4,643		Income from operations	2,924		2,927		8,922		7,570

Other Income (Expenses):	Other Income (Expenses):									Other Income (Expenses):
Interest expense, net	Interest expense, net	(1,109)		(1,004)		(2,169)		(1,987)		Interest expense, net	(1,160)		(1,016)		(3,329)		(3,003)
Other income (expenses), net	Other income (expenses), net	79		(132)		102		(80)		Other income (expenses), net	(37)		(157)		65		(237)
		(1,030)		(1,136)		(2,067)		(2,067)			(1,197)		(1,173)		(3,264)		(3,240)

Income before income taxes	Income before income taxes	2,197		1,439		3,931		2,576		Income before income taxes	1,727		1,754		5,658		4,330
Income tax expense	Income tax expense	(489)		(281)		(834)		(497)		Income tax expense	(360)		(347)		(1,194)		(844)
Consolidated net income	Consolidated net income	1,708		1,158		3,097		2,079		Consolidated net income	1,367		1,407		4,464		3,486
Less: Net income attributable to noncontrolling interests	Less: Net income attributable to noncontrolling interests	(237)		(138)		(423)		(252)		Less: Net income attributable to noncontrolling interests	(182)		(190)		(605)		(442)

Net income attributable to Charter shareholders	Net income attributable to Charter shareholders	$	1,471	$	1,020	$	2,674	$	1,827	Net income attributable to Charter shareholders	$	1,185	$	1,217	$	3,859	$	3,044

EARNINGS PER COMMON SHARE ATTRIBUTABLE TO CHARTER SHAREHOLDERS:	EARNINGS PER COMMON SHARE ATTRIBUTABLE TO CHARTER SHAREHOLDERS:									EARNINGS PER COMMON SHARE ATTRIBUTABLE TO CHARTER SHAREHOLDERS:
Basic	Basic	$	8.96	$	5.48	$	15.98	$	9.69	Basic	$	7.51	$	6.69	$	23.51	$	16.33
Diluted	Diluted	$	8.80	$	5.29	$	15.66	$	9.37	Diluted	$	7.38	$	6.50	$	23.06	$	15.78

Weighted average common shares outstanding, basic	Weighted average common shares outstanding, basic	164,049,619		185,916,505		167,350,535		188,645,356		Weighted average common shares outstanding, basic	157,971,109		181,925,180		164,189,703		186,380,681
Weighted average common shares outstanding, diluted	Weighted average common shares outstanding, diluted	167,090,925		199,077,390		170,741,462		202,458,265		Weighted average common shares outstanding, diluted	160,638,186		187,166,071		167,351,777		197,316,667

Revenues. Total revenues grew ~~$796~~$404 million and ~~$1.5~~$1.9 billion for the three and ~~six~~nine months ended ~~June~~September 30, 2022, respectively, compared to the corresponding periods in 2021 primarily due to increases in the number of residential Internet, mobile and commercial customers and price adjustments.

1719

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


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended September 30,						Nine Months Ended September 30,
		2022		2021		% Change		2022		2021		% Change			2022		2021		% Change		2022		2021		% Change
Internet	Internet	$	5,562	$	5,221	6.5	%	$	11,014	$	10,307	6.9	%	Internet	$	5,571	$	5,363	3.9	%	$	16,585	$	15,670	5.8	%
Video	Video	4,484		4,378		2.4	%	8,830		8,722		1.2	%	Video	4,379		4,502		(2.7)	%	13,209		13,224		(0.1)	%
Voice	Voice	398		394		1.0	%	789		793		(0.5)	%	Voice	391		409		(4.6)	%	1,180		1,202		(1.9)	%
Residential revenue	Residential revenue	10,444		9,993		4.5	%	20,633		19,822		4.1	%	Residential revenue	10,341		10,274		0.7	%	30,974		30,096		2.9	%

Small and medium business	Small and medium business	1,080		1,042		3.7	%	2,139		2,054		4.1	%	Small and medium business	1,082		1,062		1.9	%	3,221		3,116		3.4	%
Enterprise	Enterprise	669		636		4.9	%	1,330		1,274		4.3	%	Enterprise	673		656		2.6	%	2,003		1,930		3.8	%
Commercial revenue	Commercial revenue	1,749		1,678		4.2	%	3,469		3,328		4.2	%	Commercial revenue	1,755		1,718		2.2	%	5,224		5,046		3.5	%

Advertising sales	Advertising sales	460		411		12.0	%	843		755		11.8	%	Advertising sales	481		391		22.9	%	1,324		1,146		15.6	%
Mobile	Mobile	726		519		39.8	%	1,416		1,011		40.0	%	Mobile	750		535		40.2	%	2,166		1,546		40.1	%
Other	Other	219		201		8.8	%	437		408		7.0	%	Other	223		228		(2.1)	%	660		636		3.7	%
		$	13,598	$	12,802	6.2	%	$	26,798	$	25,324	5.8	%		$	13,550	$	13,146	3.1	%	$	40,348	$	38,470	4.9	%

The increase in Internet revenues from our residential customers is attributable to the following (dollars in millions):


		Three months ended June 30, 2022 compared to three months ended June 30, 2021 Increase / (Decrease)		Six months ended June 30, 2022 compared to six months ended June 30, 2021 Increase / (Decrease)			Three months ended September 30, 2022 compared to three months ended September 30, 2021 Increase / (Decrease)		Nine months ended September 30, 2022 compared to nine months ended September 30, 2021 Increase / (Decrease)
Increase related to rate and product mix changes	Increase related to rate and product mix changes	$	198	$	370	Increase related to rate and product mix changes	$	124	$	490
Increase in average residential Internet customers	Increase in average residential Internet customers	143		337		Increase in average residential Internet customers	84		425
		$	341	$	707		$	208	$	915

The increase related to rate and product mix was primarily due to reduced bundle discounts and promotional roll-off. Residential Internet customers grew by ~~537,000~~355,000 customers from ~~June~~September 30, 2021 to ~~June~~September 30, 2022.

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. The ~~increase~~decrease in video revenues is attributable to the following (dollars in millions):


		Three months ended June 30, 2022 compared to three months ended June 30, 2021 Increase / (Decrease)		Six months ended June 30, 2022 compared to six months ended June 30, 2021 Increase / (Decrease)			Three months ended September 30, 2022 compared to three months ended September 30, 2021 Increase / (Decrease)		Nine months ended September 30, 2022 compared to nine months ended September 30, 2021 Increase / (Decrease)
Decrease in average residential video customers						Decrease in average residential video customers	$	(178)	$	(423)
Increase related to rate and product mix changes	Increase related to rate and product mix changes	$	238	$	355	Increase related to rate and product mix changes	55		408
Decrease in average residential video customers		(132)		(247)

		$	106	$	108		$	(123)	$	(15)

Residential video customers decreased by 645,000 from September 30, 2021 to September 30, 2022. The increase related to rate and product 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. ~~Residential video customers decreased by 567,000 from June 30, 2021 to June 30, 2022.~~

1820

The ~~change~~decrease in voice revenues from our residential customers is attributable to the following (dollars in millions):


		Three months ended June 30, 2022 compared to three months ended June 30, 2021 Increase / (Decrease)		Six months ended June 30, 2022 compared to six months ended June 30, 2021 Increase / (Decrease)			Three months ended September 30, 2022 compared to three months ended September 30, 2021 Increase / (Decrease)		Nine months ended September 30, 2022 compared to nine months ended September 30, 2021 Increase / (Decrease)
Decrease in average residential voice customers	Decrease in average residential voice customers	$	(32)	$	(59)	Decrease in average residential voice customers	$	(38)	$	(97)
Increase related to rate	Increase related to rate	36		55		Increase related to rate	20		75
		$	4	$	(4)		$	(18)	$	(22)

Residential wireline voice customers decreased by ~~814,000~~855,000 customers from ~~June~~September 30, 2021 to ~~June~~September 30, 2022.

The increase in SMB revenues is attributable to the following (dollars in millions):


		Three months ended June 30, 2022 compared to three months ended June 30, 2021 Increase / (Decrease)		Six months ended June 30, 2022 compared to six months ended June 30, 2021 Increase / (Decrease)			Three months ended September 30, 2022 compared to three months ended September 30, 2021 Increase / (Decrease)		Nine months ended September 30, 2022 compared to nine months ended September 30, 2021 Increase / (Decrease)
Increase in SMB customers	Increase in SMB customers	$	42	$	88	Increase in SMB customers	$	36	$	124
Decrease related to rate and product mix changes	Decrease related to rate and product mix changes	(4)		(3)		Decrease related to rate and product mix changes	(16)		(19)
		$	38	$	85		$	20	$	105

SMB customers grew by ~~78,000~~69,000 from ~~June~~September 30, 2021 to ~~June~~September 30, 2022.

Enterprise revenues increased ~~$33~~$17 million and ~~$56~~$73 million during the three and ~~six~~nine months ended ~~June~~September 30, 2022, respectively, compared to the corresponding periods in 2021 primarily due to an increase in Internet PSUs offset by a $16 million one-time benefit incurred during the three and nine months ended September 30, 2021 as well as lower wholesale PSUs. Enterprise PSUs increased ~~12,000~~13,000 from ~~June~~September 30, 2021 to ~~June~~September 30, 2022.

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 ~~$49~~$90 million and ~~$88~~$178 million during the three and ~~six~~nine months ended ~~June~~September 30, 2022, respectively, as compared to the corresponding periods in 2021 primarily due to an increase in political revenue.

During the three and ~~six~~nine months ended ~~June~~September 30, 2022, mobile revenues included approximately ~~$299~~$303 million and ~~$591~~$894 million of device revenues, respectively, and approximately ~~$427~~$447 million and ~~$825 million~~$1.3 billion of service revenues, respectively. During the three and ~~six~~nine months ended ~~June~~September 30, 2021, mobile revenues included approximately ~~$214~~$201 million and ~~$442~~$643 million of device revenues, respectively, and approximately ~~$305~~$334 million and ~~$569~~$903 million of service revenues, respectively. The increases in revenues are a result of an increase of ~~1,341,000~~1,493,000 mobile lines from ~~June~~September 30, 2021 to ~~June~~September 30, 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, ~~processing fees,~~ video device sales, wire maintenance fees and other miscellaneous revenues. Other revenues ~~increased $18~~decreased $5 million and ~~$29~~increased $24 million during the three and ~~six~~nine months ended ~~June~~September 30, 2022, respectively, compared to the corresponding periods in 2021. The increase during the nine months ended September 30, 2022 compared to the corresponding prior period in 2021 is primarily due to subsidy revenue related to our rural construction initiative and an increase in processing fees offset by a decrease in sales of video devices.

1921

Operating costs and expenses. The increase in our operating costs and expenses, exclusive of items shown separately in the consolidated statements of operations, are attributable to the following (dollars in millions):


		Three months ended June 30, 2022 compared to three months ended June 30, 2021 Increase / (Decrease)		Six months ended June 30, 2022 compared to six months ended June 30, 2021 Increase / (Decrease)			Three months ended September 30, 2022 compared to three months ended September 30, 2021 Increase / (Decrease)		Nine months ended September 30, 2022 compared to nine months ended September 30, 2021 Increase / (Decrease)
Programming	Programming	$	(6)	$	(17)	Programming	$	(112)	$	(129)
Regulatory, connectivity and produced content	Regulatory, connectivity and produced content	(69)		(113)		Regulatory, connectivity and produced content	(47)		(160)
Costs to service customers	Costs to service customers	93		188		Costs to service customers	83		271
Marketing	Marketing	65		140		Marketing	73		213
Mobile	Mobile	211		399		Mobile	239		638
Other	Other	17		137		Other	53		190
		$	311	$	734		$	289	$	1,023

Programming costs were approximately $2.9 billion and $3.0 billion for ~~each of~~ the three months ended ~~June~~September 30, 2022 and 2021, representing ~~36%~~35% and ~~38%~~37% of total operating costs and expenses, respectively, and ~~$5.9~~$8.8 billion and ~~$6.0~~$8.9 billion for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, representing 36% and 38% of total operating costs and expenses, respectively. Programming costs consist primarily of costs paid to programmers for basic, digital, premium, video on demand, and pay-per-view programming. Programming costs decreased as a result of fewer customers and a higher mix of lower cost video packages within our video customer base along with favorable one-time impacts offset by contractual rate adjustments, including renewals and increases in amounts paid for retransmission consent. We expect programming rates per customer will continue to increase due to a variety of factors, including annual increases imposed by programmers with additional selling power as a result of media and broadcast station groups 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. We have been unable to fully pass these increases on to our customers and do not expect to be able to do so in the future without a potential loss of customers.

Regulatory, connectivity and produced content decreased ~~$69~~$47 million and ~~$113~~$160 million during the three and ~~six~~nine months ended ~~June~~September 30, 2022, respectively, compared to the corresponding periods in 2021 primarily due to lower costs of video devices sold to customers and regulatory pass-through fees. Regulatory, connectivity and produced content for the nine months ended September 30, 2022 compared to the corresponding prior period also decreased due to lower sports rights costs as a result of more basketball games during ~~the first half of~~ 2021 as compared to 2022 as the prior period had additional games due to the delayed start of the 2020 - 2021 NBA season as ofa result of ~~COVID-19 as well as lower costs of video devices sold to customers and regulatory pass-through fees.~~COVID-19.

Costs to service customers increased ~~$93~~$83 million and ~~$188~~$271 million during the three and ~~six~~nine months ended ~~June~~September 30, 2022, respectively, compared to the corresponding periods in 2021 primarily due to higher bad debt and higher fuel costs offset by lower labor costs as a result of productivity improvements driven by improved network performance and digital self-service platforms.

Marketing increased ~~$65~~$73 million and ~~$140~~$213 million during the three and ~~six~~nine months ended ~~June~~September 30, 2022, respectively, compared to the corresponding periods in 2021 primarily due to higher labor costs associated with higher staffing levels and our commitment to a minimum $20 per hour wage in 2022 ~~and~~as well as insourcing of inbound sales and retention call centers.

Mobile costs of ~~$797~~$846 million and ~~$1.6~~$2.4 billion for the three and ~~six~~nine months ended ~~June~~September 30, 2022, respectively, and ~~$586~~$607 million and ~~$1.2~~$1.8 billion for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively, were comprised of mobile device costs and mobile service, customer acquisition and operating costs. The increase is attributable to an increase in the number of mobile lines.

2022

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


		Three months ended June 30, 2022 compared to three months ended June 30, 2021 Increase / (Decrease)		Six months ended June 30, 2022 compared to six months ended June 30, 2021 Increase / (Decrease)			Three months ended September 30, 2022 compared to three months ended September 30, 2021 Increase / (Decrease)		Nine months ended September 30, 2022 compared to nine months ended September 30, 2021 Increase / (Decrease)
Corporate costs	Corporate costs	$	(10)	$	58	Corporate costs	$	9	$	67
Advertising sales expense	Advertising sales expense	8		27		Advertising sales expense	27		54
Stock compensation expense	Stock compensation expense	4		17		Stock compensation expense	11		28
Enterprise	Enterprise	6		17		Enterprise	11		28
Other	Other	9		18		Other	(5)		13
		$	17	$	137		$	53	$	190

Corporate costs increased during the ~~six~~nine months ended ~~June~~September 30, 2022 compared to the corresponding prior period primarily due to higher labor costs and computer and software expense. Advertising sales expense increased due to higher costs of sales fees driven by higher political revenue and higher labor costs.

Depreciation and amortization. Depreciation and amortization expense decreased by ~~$114~~$93 million and ~~$261~~$354 million during the three and ~~six~~nine months ended ~~June~~September 30, 2022, respectively, compared to the corresponding periods in 2021 primarily due to certain assets acquired in acquisitions becoming fully depreciated offset by an increase in depreciation as a result of more recent capital expenditures.

Other operating (income) expenses, net. The change in other operating (income) expenses, net is attributable to the following (dollars in millions):


		Three months ended June 30, 2022 compared to three months ended June 30, 2021 Increase / (Decrease)		Six months ended June 30, 2022 compared to six months ended June 30, 2021 Increase / (Decrease)			Three months ended September 30, 2022 compared to three months ended September 30, 2021 Increase / (Decrease)		Nine months ended September 30, 2022 compared to nine months ended September 30, 2021 Increase / (Decrease)
Special charges, net	Special charges, net	$	(57)	$	(313)	Special charges, net	$	206	$	(107)
(Gain) loss on disposal of assets, net	(Gain) loss on disposal of assets, net	4		(41)		(Gain) loss on disposal of assets, net	5		(36)
		$	(53)	$	(354)		$	211	$	(143)

See Note 10 to the accompanying consolidated financial statements contained in “Item 1. Financial Statements” for more information.

Interest expense, net. Net interest expense increased by ~~$105~~$144 million and ~~$182~~$326 million for the three and ~~six~~nine months ended ~~June~~September 30, 2022, respectively, compared to the corresponding periods in 2021. The increase in net interest expense is the result of an increase in weighted average debt outstanding of approximately ~~$9.2~~$8.4 billion and ~~$9.3~~$9.0 billion during the three and ~~six~~nine months ended ~~June~~September 30, 2022, respectively, compared to the corresponding periods in 2021 ~~offset by reductions~~as well as an increase in weighted average interest rates. The increase in weighted average debt outstanding is primarily due to the issuance of notes throughout 2021 and 2022.

2123

Other income (expenses), net. The change in other income (expenses), net is attributable to the following (dollars in millions):


		Three months ended June 30, 2022 compared to three months ended June 30, 2021 Increase / (Decrease)		Six months ended June 30, 2022 compared to six months ended June 30, 2021 Increase / (Decrease)			Three months ended September 30, 2022 compared to three months ended September 30, 2021 Increase / (Decrease)		Nine months ended September 30, 2022 compared to nine months ended September 30, 2021 Increase / (Decrease)
Loss on extinguishment of debt (see Note 4)	Loss on extinguishment of debt (see Note 4)	$	43	$	72	Loss on extinguishment of debt (see Note 4)	$	69	$	141
Gain (loss) on financial instruments, net (see Note 7)		92		58
Net periodic pension benefits		(156)		(157)
Loss on financial instruments, net (see Note 7)						Loss on financial instruments, net (see Note 7)	(129)		(71)
Net periodic pension benefits (costs)						Net periodic pension benefits (costs)	222		65
Gain (loss) on equity investments, net	Gain (loss) on equity investments, net	232		209		Gain (loss) on equity investments, net	(42)		167
		$	211	$	182		$	120	$	302

See Note 11 and the Notes referenced above to the accompanying consolidated financial statements contained in “Item 1. Financial Statements” for more information.

Income tax expense. We recognized income tax expense of ~~$489~~$360 million and ~~$834~~$1.2 billion for the three and nine months ended September 30, 2022, respectively, and $347 million and $844 million for the three and ~~six~~nine months ended ~~June 30, 2022, respectively, and $281 million and $497 million for the three and six months ended June~~September 30, 2021, respectively. The increase is primarily a result of ~~higher~~decreased recognition of excess tax benefits resulting from share-based compensation during 2021 and the change in pretax income.

Net income attributable to noncontrolling interest. Net income attributable to noncontrolling interest for financial reporting purposes represents Advance/Newhouse Partnership's (“A/N”) portion of Charter Holdings’ net income based on its effective common unit ownership interest and the preferred dividend of ~~$32 million and~~ $70 million for the ~~three and six~~nine months ended ~~June~~September 30, ~~2021, respectively.~~2021. For more information, see Note 6 to the accompanying consolidated financial statements contained in “Item 1. Financial Statements.”

Net income attributable to Charter shareholders. Net income attributable to Charter shareholders decreased $32 million and increased ~~from $1.0 billion and $1.8 billion for~~$815 million during the three and ~~six~~nine months ended ~~June 30, 2021, respectively, to $1.5 billion and $2.7 billion for the three and six months ended June~~September 30, 2022, respectively, compared to the corresponding periods in 2021, primarily as a result of the factors described above.

Use of Adjusted EBITDA and 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, net income attributable to Charter shareholders 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 net income attributable to Charter shareholders 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. 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 Securities and Exchange Commission (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 were ~~$348~~$342 million and ~~$690~~$1.0 billion for

the three and nine months ended September 30, 2022, respectively, and $337 million and $979 million for the three and ~~six~~nine months ended ~~June 30, 2022, respectively, and $365 million and $642 million for the three and six months ended June~~September 30, 2021, respectively.

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


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2022		2021		2022		2021
Net income attributable to Charter shareholders	Net income attributable to Charter shareholders	$	1,471	$	1,020	$	2,674	$	1,827	Net income attributable to Charter shareholders	$	1,185	$	1,217	$	3,859	$	3,044
Plus: Net income attributable to noncontrolling interest	Plus: Net income attributable to noncontrolling interest	237		138		423		252		Plus: Net income attributable to noncontrolling interest	182		190		605		442
Interest expense, net	Interest expense, net	1,109		1,004		2,169		1,987		Interest expense, net	1,160		1,016		3,329		3,003
Income tax expense	Income tax expense	489		281		834		497		Income tax expense	360		347		1,194		844
Depreciation and amortization	Depreciation and amortization	2,240		2,354		4,534		4,795		Depreciation and amortization	2,177		2,270		6,711		7,065
Stock compensation expense	Stock compensation expense	104		100		251		234		Stock compensation expense	109		98		360		332
Other (income) expenses, net		(141)		123		(163)		373
Other expenses, net										Other expenses, net	239		148		76		521
Adjusted EBITDA	Adjusted EBITDA	$	5,509	$	5,020	$	10,722	$	9,965	Adjusted EBITDA	$	5,412	$	5,286	$	16,134	$	15,251

Net cash flows from operating activities	Net cash flows from operating activities	$	3,734	$	3,999	$	7,381	$	7,750	Net cash flows from operating activities	$	3,757	$	4,263	$	11,138	$	12,013
Less: Purchases of property, plant and equipment	Less: Purchases of property, plant and equipment	(2,193)		(1,881)		(4,050)		(3,702)		Less: Purchases of property, plant and equipment	(2,406)		(1,861)		(6,456)		(5,563)
Change in accrued expenses related to capital expenditures	Change in accrued expenses related to capital expenditures	118		(50)		128		(125)		Change in accrued expenses related to capital expenditures	156		74		284		(51)
Free cash flow	Free cash flow	$	1,659	$	2,068	$	3,459	$	3,923	Free cash flow	$	1,507	$	2,476	$	4,966	$	6,399

Liquidity and Capital Resources

Introduction

This section contains a discussion of our liquidity and capital resources, including a discussion of our cash position, sources and uses of cash, access to credit facilities and other financing sources, historical financing activities, cash needs, capital expenditures and outstanding debt.

Recent Events

In ~~May~~August 2022, CCO Holdings, LLC ("CCO Holdings") and ~~June 2022,~~CCO Holdings Capital Corp. jointly issued $1.5 billion of 6.375% senior unsecured notes due September 2029 at par. The net proceeds were used for general corporate purposes, including to fund buybacks of Charter ~~Operating~~Class A common stock and Charter ~~Communications Operating Capital Corp. redeemed all of their outstanding 4.464% senior notes due July 2022.~~

In May 2022, Charter Operating entered into an amendment to its credit agreement (the "Amendment") to: (i) upsize term A loans by $2.3 billion to $6.05 billion and extend the maturity to August 31, 2027 from March 31, 2023 and February 1, 2025, (ii) create and borrow a new tranche of $500 million of term A-6 loans maturing August 31, 2028, (iii) increase the size of Charter Operating's revolving credit facility and extend the maturity date to August 31, 2027 from March 31, 2023 and February 1, 2025 and (iv) make certain other amendments to the credit agreement. We used a portion of the proceeds from the AmendmentHoldings common units, to repay ~~all of the term A-2 loans, term A-4 loans~~certain indebtedness and ~~borrowings under the revolving credit facility outstanding prior~~ to ~~the effective date of the Amendment.~~

After giving effect to the Amendment: (i) the aggregate principal amount of term A-5 loans outstanding is $6.05 billion with a pricing of Secured Overnight Financing Rate ("SOFR") plus 1.25%, (ii) the aggregate principal amount of term A-6 loans outstanding is $500 million with a pricing of SOFR plus 1.50%pay related fees and (iii) the aggregate amount of the revolving credit facility increased to a total capacity of $5.5 billion and the interest rate benchmark changed from London Interbank Offering Rate ("LIBOR") to SOFR, with a pricing of SOFR plus 1.25%. The aggregate principal amount of term B-1 loans (maturing April 30, 2025) and term B-2 loans (maturing February 1, 2027) outstanding are $2.4 billion and $3.7 billion, respectively, with LIBOR-based pricing unchanged.

expenses.

Overview of Our Contractual Obligations and Liquidity

We have significant amounts of debt. The principal amount of our debt as of ~~June~~September 30, 2022 was ~~$95.7~~$96.8 billion, consisting of ~~$13.7~~$13.4 billion of credit facility debt, ~~$56.9~~$56.7 billion of investment grade senior secured notes and ~~$25.2~~$26.7 billion of high-yield senior unsecured notes. Our business requires significant cash to fund principal and interest payments on our debt.

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 continue to grow our market penetration of our mobile product, we will continue to experience negative working capital impacts from the timing of device-related cash flows when we sell devices to customers pursuant to equipment installment plans. Further, in 2022, Charter has become a meaningful federal cash tax payer as the majority of our net operating losses have been utilized. Free cash flow was ~~$1.7~~$1.5 billion and ~~$3.5~~$5.0 billion for the three and ~~six~~nine months ended ~~June~~September 30, 2022, respectively, and ~~$2.1~~$2.5 billion and ~~$3.9~~$6.4 billion for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively. See table below for factors impacting free cash flow during the three and ~~six~~nine months ended ~~June~~September 30, 2022 compared to the corresponding prior periods. As of ~~June~~September 30, 2022, the amount available under our credit facilities was approximately ~~$4.4~~$4.6 billion and cash on hand was approximately ~~$483~~$480 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 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. Our leverage ratio was 4.5 times Adjusted EBITDA as of ~~June~~September 30, 2022. As Adjusted EBITDA grows, we expect to increase the total amount of our indebtedness to maintain leverage within Charter's target leverage range. Excluding purchases from Liberty Broadband Corporation (“Liberty Broadband”) discussed below, during the three and ~~six~~nine months ended ~~June~~September 30, 2022, Charter purchased in the public market approximately ~~5.0~~3.3 million and ~~9.4~~12.6 million shares of Charter Class A common stock, respectively, for approximately ~~$2.5~~$1.4 billion and ~~$5.0~~$6.5 billion, respectively, and during the three and ~~six~~nine months ended ~~June~~September 30, 2021, Charter purchased in the public market approximately ~~3.2~~3.5 million and ~~7.9~~11.5 million shares of Charter Class A common stock, respectively, for approximately ~~$2.1~~$2.7 billion and ~~$5.1~~$7.8 billion, respectively. Since the beginning of its buyback program in September 2016 through ~~June~~September 30, 2022, Charter has purchased approximately ~~139.9~~145.7 million shares of Class A common stock and Charter Holdings common units for approximately ~~$64.6~~$67.2 billion, including purchases from Liberty Broadband and A/N discussed below.

In February 2021, Charter and Liberty Broadband entered into a letter agreement (the “LBB Letter Agreement”). The LBB Letter Agreement implements Liberty Broadband’s obligations under the Amended and Restated Stockholders Agreement among Charter, Liberty Broadband and A/N, dated as of May 23, 2015 (as amended, 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 it does not exceed the ownership cap then applicable to Liberty Broadband under the Stockholders Agreement at a 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. Charter purchased from Liberty Broadband ~~2.3~~1.7 million and ~~3.2~~5.0 million shares of Charter Class A common stock for approximately ~~$1.2 billion~~$796 million and ~~$1.8~~$2.6 billion during the three and ~~six~~nine months ended ~~June~~September 30, 2022, respectively, and ~~1.9~~1.2 million and ~~2.8~~4.0 million shares of Charter Class A common stock for approximately ~~$1.2 billion~~$880 million and ~~$1.8~~$2.6 billion during the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively. In ~~July~~October 2022, Charter purchased from Liberty Broadband an additional ~~0.8~~0.5 million shares of Charter Class A common stock for approximately ~~$363~~$183 million.

In December 2016, Charter and A/N entered into a letter agreement, as amended in December 2017 (the "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. During the three and ~~six~~nine months ended ~~June~~September 30, 2022, Charter Holdings purchased from A/N ~~1.1~~0.8 million and ~~1.7~~2.6 million Charter Holdings common units for approximately ~~$578~~$385 million and ~~$994 million,~~$1.4 billion, respectively, and during the three and ~~six~~nine months ended ~~June~~September 30, 2021, Charter Holdings purchased from A/N ~~0.9~~0.6 million and ~~1.7~~2.3 million Charter Holdings common units for approximately ~~$583~~$410 million and ~~$1.1~~$1.5 billion, respectively.

As of ~~June~~September 30, 2022, Charter had remaining board authority to purchase an additional ~~$673~~$680 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 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.

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.

Free Cash Flow

Free cash flow decreased ~~$409~~$969 million and ~~$464 million~~$1.4 billion during the three and ~~six~~nine months ended ~~June~~September 30, 2022 compared to the corresponding prior periods in 2021 due to the following (dollars in millions):


		Three months ended June 30, 2022 compared to three months ended June 30, 2021 Increase / (Decrease)		Six months ended June 30, 2022 compared to six months ended June 30, 2021 Increase / (Decrease)			Three months ended September 30, 2022 compared to three months ended September 30, 2021 Increase / (Decrease)		Nine months ended September 30, 2022 compared to nine months ended September 30, 2021 Increase / (Decrease)
Increase in capital expenditures						Increase in capital expenditures	$	(545)	$	(893)
Increase in cash paid for taxes, net	Increase in cash paid for taxes, net	$	(396)	$	(406)	Increase in cash paid for taxes, net	(383)		(789)
Increase in capital expenditures		(312)		(348)
Increase in cash paid for interest, net	Increase in cash paid for interest, net	(187)		(152)		Increase in cash paid for interest, net	(57)		(209)
Increase in Adjusted EBITDA						Increase in Adjusted EBITDA	126		883
Changes in working capital, excluding change in accrued interest and taxes	Changes in working capital, excluding change in accrued interest and taxes	(6)		(134)		Changes in working capital, excluding change in accrued interest and taxes	96		(38)
Increase in Adjusted EBITDA		489		757
Other, net	Other, net	3		(181)		Other, net	(206)		(387)
		$	(409)	$	(464)		$	(969)	$	(1,433)

Free cash flow was reduced by ~~$270~~$208 million and ~~$560~~$768 million during the three and ~~six~~nine months ended ~~June~~September 30, 2022, respectively, and ~~$277~~$145 million and ~~$461~~$606 million during the three and ~~six~~nine months ended ~~June~~September 30, 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 rural construction initiative of $525 million and $1.1 billion during the three and nine months ended September 30, 2022, respectively. Cash paid for taxes, net increased as Charter has become a meaningful federal cash tax payer in 2022. Other, net for the ~~six~~three and nine months ended ~~June~~September 30, 2022 includes the payment of litigation settlements including the payment of a previously recorded litigation settlement with Sprint Communications Company L.P. and T-Mobile USA, ~~Inc.~~Inc for the nine months ended September 30, 2022. See Note 10 to the accompanying consolidated financial statements contained in “Item 1. Financial Statements” for more information.

Limitations on Distributions

Distributions by our subsidiaries to a parent company for payment of principal on parent company notes are restricted under CCO Holdings ~~LLC ("CCO Holdings")~~ indentures governing CCO Holdings' indebtedness, unless there is no default under the applicable indenture, and unless CCO Holdings' leverage ratio test is met at the time of such distribution. As of ~~June~~September 30, 2022, there was no default under any of these indentures, and CCO Holdings met its leverage ratio test based on ~~June~~September 30, 2022

financial results. There can be no assurance that CCO Holdings will satisfy its leverage ratio test at the time of the contemplated distribution.

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

Historical Operating, Investing, and Financing Activities

Cash and Cash Equivalents. We held ~~$483~~$480 million and $601 million in cash and cash equivalents as of ~~June~~September 30, 2022 and December 31, 2021, respectively.

Operating Activities. Net cash provided by operating activities decreased ~~$369~~$875 million during the ~~six~~nine months ended ~~June~~September 30, 2022 compared to the ~~six~~nine months ended ~~June~~September 30, 2021, primarily due to an increase in cash paid for taxes, changes in working capital, the payment of ~~a previously recorded~~ litigation ~~settlement of $220 million~~settlements and higher cash paid for interest, offset by an increase in Adjusted EBITDA of ~~$757~~$883 million.

Investing Activities. Net cash used in investing activities was ~~$4.1~~$6.3 billion and ~~$4.0~~$5.8 billion for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, respectively. The increase in cash used was primarily due to an increase in capital expenditures, offset by changes in accrued expenses related to capital expenditures that increased by ~~$253~~$335 million.

Financing Activities. Net cash used in financing activities ~~increased $349 million~~decreased $1.9 billion during the ~~six~~nine months ended ~~June~~September 30, 2022 compared to the ~~six~~nine months ended ~~June~~September 30, 2021 primarily due to a decrease in the purchase of treasury stock and noncontrolling interest and an increase in the amount by which borrowings of long-term debt exceeded ~~repayments offset by a decrease in the purchase of treasury stock and noncontrolling interest.~~repayments.

Capital Expenditures

We have significant ongoing capital expenditure requirements. Capital expenditures were ~~$2.2~~$2.4 billion and ~~$4.1~~$6.5 billion for the three and ~~six~~nine months ended ~~June~~September 30, 2022, respectively, and $1.9 billion and ~~$3.7~~$5.6 billion for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively. The increase was primarily due to an increase in line extensions and customer premise equipment, partly offset by ~~decreases~~a decrease in ~~scalable infrastructure and~~ support capital. The increase in line extensions was primarily due to ~~continued network expansion, including to~~the rural ~~areas.~~construction initiative. See the table below for more details.

We currently expect full year 2022 cable capital expenditures, excluding capital expenditures associated with our rural construction initiative, to be between $7.1 billion and $7.3 billion. The actual amount of our capital expenditures in 2022 will depend on a number of factors including further spend related to product development, growth rates of both our residential and commercial businesses, supply chain timing and the pace of rural construction.

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 ~~$128~~$284 million and decreased by ~~$125~~$51 million for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, respectively.

The following tables present our major capital expenditures categories in accordance with National Cable and Telecommunications Association (“NCTA”) disclosure guidelines for the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021.

These disclosure guidelines are not required disclosures under GAAP, nor do they impact our accounting for capital expenditures under GAAP (dollars in millions):


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2022		2021		2022		2021
Customer premise equipment (a)	Customer premise equipment (a)	$	560	$	494	$	1,029	$	983	Customer premise equipment (a)	$	577	$	513	$	1,606	$	1,496
Scalable infrastructure (b)	Scalable infrastructure (b)	389		437		760		848		Scalable infrastructure (b)	418		375		1,178		1,223
Line extensions (c)	Line extensions (c)	694		400		1,236		799		Line extensions (c)	826		392		2,062		1,191
Upgrade/rebuild (d)	Upgrade/rebuild (d)	181		161		327		306		Upgrade/rebuild (d)	208		178		535		484
Support capital (e)	Support capital (e)	369		389		698		766		Support capital (e)	377		403		1,075		1,169
Total capital expenditures	Total capital expenditures	$	2,193	$	1,881	$	4,050	$	3,702	Total capital expenditures	$	2,406	$	1,861	$	6,456	$	5,563

Of which: Commercial services										Of which: Commercial services	$	369	$	353	$	1,110	$	1,083

Capital expenditures included in total related to:	Capital expenditures included in total related to:									Capital expenditures included in total related to:
Commercial services		$	376	$	397	$	741	$	730
Core cable (f)										Core cable (f)	$	1,785	$	1,742	$	5,077	$	5,208
Mobile	Mobile	$	95	$	124	$	169	$	236	Mobile	96		119		265		355
Rural construction initiative (f)		$	357	$	—	$	589	$	—
Rural construction initiative (g)										Rural construction initiative (g)	525		—		1,114		—
Total capital expenditures										Total capital expenditures	$	2,406	$	1,861	$	6,456	$	5,563

(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).

(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)Core cable represents total capital expenditures excluding mobile and rural construction initiative capital expenditures.

(g)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.

Recently Issued Accounting Standards

See Note 24 to the Annual Report on Form 10-K for the year ended December 31, 2021 for a discussion of recently issued accounting standards. There have been no material changes from the recently issued accounting standards described in our Form 10-K.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes to the interest rate risk as previously disclosed in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2021. See Note 4 to the accompanying consolidated financial statements contained in “Item 1. Financial Statements” for a discussion of notes issued during the three and ~~six~~nine months ended ~~June~~September 30, 2022.

Item 4. 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 our design and operation of disclosure controls and procedures with respect to the information generated for use in this quarterly 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 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 evaluation, we believe that our controls provide such reasonable assurances.

During the quarter ended ~~June~~September 30, 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.

2829

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

See Note 14 to the accompanying consolidated financial statements contained in “Item 1. Financial Statements” for Legal Proceedings.

Item 1A. Risk Factors.

Our Annual Report on Form 10-K for the year ended December 31, 2021 includes "Risk Factors" under Item 1A of Part I. There have been no material changes from the risk factors described in our Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Purchases of Equity Securities by the Issuer

The following table presents Charter’s purchases of equity securities completed during the ~~second~~third quarter of 2022 (dollars in millions, except per share amounts):

Period
Total Number of Shares Purchased (1)
Average Price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)
April 1 - 30, 2022 2,482,896 $560.81 2,462,630 $1,180
May 1 - 31, 2022 2,319,413 $492.83 2,250,181 $481
June 1 - 30, 2022 2,567,980 $463.71 2,552,022 $673


Period	Total Number of Shares Purchased (1)	Average Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)
July 1 - 31, 2022	1,726,497	$464.89	1,724,115	$1,103
August 1 - 31, 2022	1,585,356	$458.11	1,540,855	$1,182
September 1 - 30, 2022	1,753,601	$407.61	1,741,973	$680

(1)Includes ~~20,266, 69,232~~2,382, 44,501 and ~~15,958~~11,628 shares withheld from employees for the payment of taxes and exercise costs upon the exercise of stock options or vesting of other equity awards for the months of ~~April, May~~July, August and ~~June~~September 2022, respectively.

(2)During the three months ended ~~June~~September 30, 2022, Charter purchased approximately ~~7.3~~5.0 million shares of its Class A common stock for approximately ~~$3.7~~$2.2 billion, which includes ~~2.3~~1.7 million Charter class A common shares purchased from Liberty Broadband pursuant to the LBB Letter Agreement at an average price per unit of ~~$533.28,~~$461.73, or ~~$1.2 billion.~~$796 million. Charter Holdings purchased ~~1.1~~0.8 million Charter Holdings common units from A/N at an average price per unit of ~~$543.40,~~$460.59, or ~~$578~~$385 million, during the three months ended ~~June~~September 30, 2022. As of ~~June~~September 30, 2022, Charter had remaining board authority to purchase an additional ~~$673~~$680 million of Charter’s Class A common stock and/or Charter Holdings common ~~units.~~units, excluding purchases from Liberty Broadband. In addition to open market purchases including pursuant to Rule 10b5-1 plans adopted from time to time, Charter may also buy shares of Charter Class A common stock, from time to time, pursuant to private transactions outside of its Rule 10b5-1 plan and any such repurchases may also trigger the repurchases from A/N pursuant to and to the extent provided in the A/N Letter Agreement or Liberty Broadband pursuant to the LBB Letter Agreement.

Item 5. Other Information.

On October 27, 2022, Charter and David G. Ellen, Senior Executive Vice President of Charter, entered into an amended employment agreement (the “Amendment”) to amend the Amended and Restated Employment Agreement by and between Mr. Ellen and Charter, dated as of July ~~26, 2022, Charter's Board of Directors approved an amendment~~1, 2021 (the “Employment Agreement” and ~~restatement~~together with the Amendment, the “Amended Agreement”). Pursuant to the Amended Agreement, Mr. Ellen has agreed to remain employed by Charter through November 30, 2023 as Senior Executive Vice President. Mr. Ellen and Charter may mutually agree to terminate the Amended Agreement before such date in addition to the other termination events provided for in the Amended Agreement. Mr. Ellen’s compensation will remain the same as provided for under the Employment Agreement. Pursuant to the Amendment, Mr. Ellen will be entitled to certain additional compensation upon the expiration of the ~~Bylaws of Charter (the “Bylaws”) reflecting certain administrative~~extended term or upon termination earlier upon mutual agreement between Mr. Ellen and modernizing changes. The amendments to the Bylaws, among other things, (i) expressly authorize virtual stockholder meetings and provide for related procedures, (ii) expressly authorize the Board to reschedule, postpone or cancel stockholder meetings, (iii) revise procedures and disclosure requirements for the nomination of directors and the submission of proposals for consideration at annual meetings of stockholders, (iv) address recent adoption of the universal proxy by the SEC, (v) expressly authorize the chairman of the stockholder meeting to control the conduct of the meeting, (vi) revise the notice requirements for stockholders requesting that Charter set a record date for action by written consent and (vii) reflect other administrative, modernizing, clarifying and conforming changes.Charter.

~~This~~A copy of the Amendment is filed herewith as Exhibit 10.6. The foregoing description of the ~~amendments~~Amended Employment Agreement does not purport to ~~the Bylaws~~be complete and is qualified in its entirety by reference to the full text of the ~~Amended and Restated Bylaws, attached hereto~~Amendment that is filed as Exhibit ~~3.1~~10.6 and the previously filed Employment Agreement that is incorporated by reference herein ~~by reference.~~as Exhibit 10.5.

Item 6. Exhibits.

See Exhibit Index.

2931

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Charter Communications, Inc. has duly caused this quarterly report to be signed on its behalf by the undersigned, thereunto duly authorized.


	CHARTER COMMUNICATIONS, INC.
	Registrant

	By:	/s/ Kevin D. Howard
		Kevin D. Howard
Date: ~~July 29,~~October 28, 2022		Executive Vice President, Chief Accounting Officer and Controller

S-1

Exhibit Index


Exhibit						Description

~~3.1~~4.1						~~Amended~~Indenture, dated as of May 23, 2019, among CCO Holdings, LLC, CCO Holdings Capital Corp. and ~~Restated Bylaws~~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).
4.2						Ninth Supplemental Indenture, dated as of ~~July 26, 2022.~~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).
4.3						Form of 6.375% Senior Notes due 2029 (included in Exhibit 4.2 hereto).
10.1						~~Amendment No. 2, dated as of May 26, 2022, to (i) the Amended~~Exchange and ~~Restated Credit~~Registration Rights 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~~August 9, 2022, relating to the 6.375% Senior Notes due 2029, among ~~Charter Communications Operating,~~CCO Holdings, LLC, CCO Holdings Capital Corp. and Morgan Stanley & Co. LLC, ~~certain subsidiaries~~as representative 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~~several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the ~~current report~~Current Report on Form 8-K filed by Charter Communications, Inc. on August 15, 2022).
10.2						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).
10.3						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).
10.4						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).
10.5						Employment Agreement, dated July 27, 2021, between Charter Communications, Inc. and David G. Ellen (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of Charter Communications, Inc. filed on ~~June 2, 2022~~July 30, 2021 (File No. 001-33664)).
.10.6						Amendment to Employment Agreement, dated as of October 27, 2022, by and between Charter Communications, Inc. and David G. Ellen.
31.1						Certificate of Chief Executive Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the 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).
101						The following financial information from Charter Communications, Inc.’s Quarterly Report on Form 10-Q for the three and ~~six~~nine months ended ~~June~~September 30, 2022, filed with the Securities and Exchange Commission on ~~July 29,~~October 28, 2022, formatted in iXBRL (inline eXtensible Business Reporting Language) includes: (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statements of Changes in Shareholders' Equity; (iv) the Consolidated Statements of Cash Flows; and (vi) the Notes to the Consolidated Financial Statements.
104						Cover Page, formatted in iXBRL and contained in Exhibit 101.

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