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 30, 2022~~March 31, 2023


☐			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 30, 2022: 160,654,746~~March 31, 2023: 150,575,230

Number of shares of Class B common stock outstanding as of ~~June 30, 2022:~~March 31, 2023: 1

CHARTER COMMUNICATIONS, INC.

QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED ~~JUNE 30, 2022~~MARCH 31, 2023

TABLE OF CONTENTS


		Page No.
PART I	FINANCIAL INFORMATION

Item 1	Financial Statements ‑ Charter Communications, Inc. and Subsidiaries
	Consolidated Balance Sheets as of ~~June 30, 2022~~March 31 , 202 3 and December 31, ~~2021~~ 2022	1
	Consolidated Statements of Operations
	for the three ~~and six~~ months ended ~~June 30, 2022~~March 3 1 , 202 3 and ~~2021~~202 2	2
	Consolidated Statements of Changes in Shareholders' Equity
	for the three ~~and six~~ months ended ~~June 30, 2022~~March 3 1 , 202 3 and ~~2021~~202 2	3
	Consolidated Statements of Cash Flows for the ~~six~~three months ended ~~June 30, 2022~~ March 3 1 , 202 3 and ~~2021~~202 2	4
	Notes to Consolidated Financial Statements	5

Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	1412

Item 3	Quantitative and Qualitative Disclosure About Market Risk	2724

Item 4	Controls and Procedures	2724

PART II	OTHER INFORMATION

Item 1	Legal Proceedings	2926

Item 1A	Risk Factors	2926

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	29

~~Item 5~~	~~Other Information~~	2926

Item 6	Exhibits	2926

Signatures		S-1

Exhibit Index		E-1

This quarterly report on Form 10-Q is for the three ~~and six~~ months ended ~~June 30, 2022.~~March 31, 2023. 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;downturn;

•our ability to obtain programming at reasonable prices or to raise prices to offset, in whole or in part, the effects of higher programming costs (including retransmission consents 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;~~costs including in connection with our network evolution and rural construction initiatives;

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

•our ability to comply with all covenants in our indentures and credit facilities, any violation of which, if not cured in a timely manner, could trigger a default of our other obligations under cross-default provisions.

All forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by this cautionary statement. We are under no duty or obligation to update any of the forward-looking statements after the date of this 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			March 31, 2023		December 31, 2022
		(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	$	534	$	645
Accounts receivable, less allowance for doubtful accounts of $219 and $157, respectively		2,779		2,579
Accounts receivable, less allowance for doubtful accounts of $211 and $219, respectively						Accounts receivable, less allowance for doubtful accounts of $211 and $219, respectively	2,851		2,921
Prepaid expenses and other current assets	Prepaid expenses and other current assets	476		386		Prepaid expenses and other current assets	682		451
Total current assets	Total current assets	3,738		3,566		Total current assets	4,067		4,017

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 $36,644 and $36,164, respectively						Property, plant and equipment, net of accumulated depreciation of $36,644 and $36,164, respectively	36,602		36,039
Customer relationships, net of accumulated amortization of $15,777 and $15,478, respectively						Customer relationships, net of accumulated amortization of $15,777 and $15,478, respectively	2,479		2,772
Franchises	Franchises	67,354		67,346		Franchises	67,366		67,363
Goodwill	Goodwill	29,563		29,562		Goodwill	29,563		29,563
Total investment in cable properties, net	Total investment in cable properties, net	134,762		135,278		Total investment in cable properties, net	136,010		135,737

OTHER NONCURRENT ASSETS	OTHER NONCURRENT ASSETS	4,758		3,647		OTHER NONCURRENT ASSETS	4,793		4,769

Total assets	Total assets	$	143,258	$	142,491	Total assets	$	144,870	$	144,523
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	$	10,243	$	10,555
Current portion of long-term debt	Current portion of long-term debt	1,533		2,997		Current portion of long-term debt	1,999		1,510
Total current liabilities	Total current liabilities	11,395		12,458		Total current liabilities	12,242		12,065

LONG-TERM DEBT	LONG-TERM DEBT	94,468		88,564		LONG-TERM DEBT	95,973		96,093
DEFERRED INCOME TAXES	DEFERRED INCOME TAXES	19,123		19,096		DEFERRED INCOME TAXES	19,030		19,058
OTHER LONG-TERM LIABILITIES	OTHER LONG-TERM LIABILITIES	4,759		4,217		OTHER LONG-TERM LIABILITIES	4,723		4,758

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		—		—
153,048,145 and 152,651,396 shares issued, respectively						153,048,145 and 152,651,396 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	24,138		23,940
Accumulated deficit	Accumulated deficit	(10,001)		(12,675)		Accumulated deficit	(13,800)		(14,821)
Treasury stock at cost; 13,109,385 and no shares, respectively		(7,020)		—
Treasury stock at cost; 2,472,915 and no shares, respectively						Treasury stock at cost; 2,472,915 and no shares, respectively	(920)		—
Total Charter shareholders’ equity	Total Charter shareholders’ equity	9,879		14,050		Total Charter shareholders’ equity	9,418		9,119
Noncontrolling interests	Noncontrolling interests	3,634		4,106		Noncontrolling interests	3,484		3,430
Total shareholders’ equity	Total shareholders’ equity	13,513		18,156		Total shareholders’ equity	12,902		12,549

Total liabilities and shareholders’ equity	Total liabilities and shareholders’ equity	$	143,258	$	142,491	Total liabilities and shareholders’ equity	$	144,870	$	144,523

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 March 31,
		2022		2021		2022		2021				2023		2022
REVENUES	REVENUES	$	13,598	$	12,802	$	26,798	$	25,324	REVENUES		$	13,653	$	13,200

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)		8,511		8,134
Depreciation and amortization	Depreciation and amortization	2,240		2,354		4,534		4,795		Depreciation and amortization		2,206		2,294
Other operating (income) expenses, net		(62)		(9)		(61)		293
Other operating expenses, net										Other operating expenses, net		10		1
		10,371		10,227		20,800		20,681				10,727		10,429
Income from operations	Income from operations	3,227		2,575		5,998		4,643		Income from operations		2,926		2,771

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		(1,265)		(1,060)
Other income (expenses), net	Other income (expenses), net	79		(132)		102		(80)		Other income (expenses), net		(104)		23
		(1,030)		(1,136)		(2,067)		(2,067)				(1,369)		(1,037)

Income before income taxes	Income before income taxes	2,197		1,439		3,931		2,576		Income before income taxes		1,557		1,734
Income tax expense	Income tax expense	(489)		(281)		(834)		(497)		Income tax expense		(374)		(345)
Consolidated net income	Consolidated net income	1,708		1,158		3,097		2,079		Consolidated net income		1,183		1,389
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		(162)		(186)
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		$	1,021	$	1,203

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		$	6.74	$	7.05
Diluted	Diluted	$	8.80	$	5.29	$	15.66	$	9.37	Diluted		$	6.65	$	6.90

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		151,438,371		170,688,127
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		153,538,359		174,500,472

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			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
BALANCE, December 31, 2022																		BALANCE, December 31, 2022	$	—	$	—	$	23,940	$	(14,821)	$	—	$	9,119	$	3,430	$	12,549
Consolidated net income	Consolidated net income	—		—		—		1,203		—		1,203		186		1,389		Consolidated net income	—		—		—		1,021		—		1,021		162		1,183
Stock compensation expense	Stock compensation expense	—		—		147		—		—		147		—		147		Stock compensation expense	—		—		208		—		—		208		—		208
Exercise of stock options	Exercise of stock options	—		—		1		—		—		1		—		1		Exercise of stock options	—		—		2		—		—		2		—		2
Purchases of treasury stock		—		—		—		—		(3,333)		(3,333)		—		(3,333)
Purchases of treasury stock, including excise tax																		Purchases of treasury stock, including excise tax	—		—		—		—		(920)		(920)		—		(920)
Purchase of noncontrolling interest, net of tax	Purchase of noncontrolling interest, net of tax	—		—		(197)		—		—		(197)		(156)		(353)		Purchase of noncontrolling interest, net of tax	—		—		(40)		—		—		(40)		(68)		(108)
Change in noncontrolling interest ownership, net of tax	Change in noncontrolling interest ownership, net of tax	—		—		189		—		—		189		(250)		(61)		Change in noncontrolling interest ownership, net of tax	—		—		28		—		—		28		(37)		(9)
Distributions to noncontrolling interest	Distributions to noncontrolling interest	—		—		—		—		—		—		(2)		(2)		Distributions to noncontrolling interest	—		—		—		—		—		—		(3)		(3)
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
BALANCE, March 31, 2023																		BALANCE, March 31, 2023	$	—	$	—	$	24,138	$	(13,800)	$	(920)	$	9,418	$	3,484	$	12,902

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


	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

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,					Three Months Ended March 31,
		2022		2021			2023		2022
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	$	1,183	$	1,389
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	2,206		2,294
Stock compensation expense	Stock compensation expense	251		234		Stock compensation expense	208		147
Noncash interest income, net	Noncash interest income, net	(7)		(15)		Noncash interest income, net	(3)		(3)
Deferred income taxes	Deferred income taxes	115		371		Deferred income taxes	(23)		38
Other, net	Other, net	(153)		124		Other, net	104		(21)
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	70		49
Prepaid expenses and other assets	Prepaid expenses and other assets	(133)		(113)		Prepaid expenses and other assets	(336)		(185)
Accounts payable, accrued liabilities and other	Accounts payable, accrued liabilities and other	(123)		319		Accounts payable, accrued liabilities and other	(86)		(61)
Net cash flows from operating activities	Net cash flows from operating activities	7,381		7,750		Net cash flows from operating activities	3,323		3,647

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	(2,464)		(1,857)
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	(195)		10
Other, net	Other, net	(160)		(145)		Other, net	(80)		60
Net cash flows from investing activities	Net cash flows from investing activities	(4,082)		(3,972)		Net cash flows from investing activities	(2,739)		(1,787)

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	7,104		6,713
Repayments of long-term debt	Repayments of long-term debt	(11,947)		(5,759)		Repayments of long-term debt	(6,740)		(2,954)
Payments for debt issuance costs	Payments for debt issuance costs	(57)		(58)		Payments for debt issuance costs	(18)		(37)
Purchase of treasury stock	Purchase of treasury stock	(7,020)		(7,168)		Purchase of treasury stock	(912)		(3,333)
Proceeds from exercise of stock options	Proceeds from exercise of stock options	5		26		Proceeds from exercise of stock options	2		1
Purchase of noncontrolling interest	Purchase of noncontrolling interest	(994)		(1,090)		Purchase of noncontrolling interest	(122)		(416)
Distributions to noncontrolling interest	Distributions to noncontrolling interest	(7)		(71)		Distributions to noncontrolling interest	(3)		(2)
Other, net	Other, net	(28)		94		Other, net	(6)		(2)
Net cash flows from financing activities	Net cash flows from financing activities	(3,417)		(3,068)		Net cash flows from financing activities	(695)		(30)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(118)		710		NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(111)		1,830
CASH AND CASH EQUIVALENTS, beginning of period	CASH AND CASH EQUIVALENTS, beginning of period	601		1,001		CASH AND CASH EQUIVALENTS, beginning of period	645		601
CASH AND CASH EQUIVALENTS, end of period	CASH AND CASH EQUIVALENTS, end of period	$	483	$	1,711	CASH AND CASH EQUIVALENTS, end of period	$	534	$	2,431

CASH PAID FOR INTEREST	CASH PAID FOR INTEREST	$	2,150	$	1,996	CASH PAID FOR INTEREST	$	1,189	$	982
CASH PAID FOR TAXES	CASH PAID FOR TAXES	$	470	$	69	CASH PAID FOR TAXES	$	61	$	29

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~~communications 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~~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. Certain prior period amounts have been reclassified to conform with the 2023 presentation.

Comprehensive income equaled net income attributable to Charter shareholders for the three ~~and six~~ months ended ~~June 30, 2022~~March 31, 2023 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 approximately $979 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 30, 2022. ~~The Company accounted for the investment as an equity method investment and will record 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)

3.2. Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consist of the following as of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021:~~2022:


		June 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Accounts payable – trade	Accounts payable – trade	$	718	$	724	Accounts payable – trade	$	746	$	952
Deferred revenue	Deferred revenue	533		461		Deferred revenue	523		511
Accrued liabilities:	Accrued liabilities:					Accrued liabilities:
Programming costs	Programming costs	2,061		2,036		Programming costs	1,882		1,914
Labor	Labor	1,128		1,304		Labor	959		1,314
Capital expenditures	Capital expenditures	1,400		1,281		Capital expenditures	1,592		1,792
Interest	Interest	1,124		1,099		Interest	1,248		1,165
Taxes and regulatory fees	Taxes and regulatory fees	813		592		Taxes and regulatory fees	970		667
Property and casualty	Property and casualty	502		490		Property and casualty	502		505
Operating lease liabilities	Operating lease liabilities	281		269		Operating lease liabilities	292		295
Other	Other	1,302		1,205		Other	1,529		1,440
		$	9,862	$	9,461		$	10,243	$	10,555

4.3. Long-Term Debt

A summary of our debt as of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 is as follows:


		June 30, 2022						December 31, 2021							March 31, 2023						December 31, 2022
		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	$	27,250	$	27,159	$	23,638	$	26,650	$	26,567	$	22,426

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)	55,873		56,230		47,636		56,841		57,213		46,905

Credit facilities(b)	Credit facilities(b)	13,729		13,668		13,026		10,723		10,668		10,665		Credit facilities(b)	14,640		14,583		14,267		13,877		13,823		13,467
		$	95,731	$	96,001	$	84,404	$	91,198	$	91,561	$	99,641		$	97,763	$	97,972	$	85,541	$	97,368	$	97,603	$	82,798

(a)Includes the Company's £625 million ~~and £650 million~~ fixed-rate British pound sterling denominated notes (the “Sterling Notes”) ~~remeasured~~(remeasured at $771 million and $755 million as of March 31, 2023 and December 31, 2022, respectively, using the exchange rate at the respective ~~dates.~~dates) and the Company's £650 million aggregate principal amount of Sterling Notes (remeasured at $802 million and $786 million as of March 31, 2023 and December 31, 2022, respectively, using the exchange rate at the respective dates).

(b)The Company has availability under the Charter Operating credit facilities of approximately ~~$4.4~~$3.3 billion as of ~~June 30, 2022.~~March 31, 2023.

The estimated fair value of the Company’s senior unsecured and secured notes and debentures as of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 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,~~February 2023, CCO Holdings, LLC ("CCO Holdings") and CCO Holdings Capital Corp. jointly issued ~~$1.2~~$1.1 billion of ~~4.750%~~7.375% senior unsecured notes due ~~February 2032~~March 2031 at par. The net proceeds were used for general corporate purposes, including ~~to fund~~repaying certain indebtedness, funding 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,~~February 2023, Charter Operating entered into an amendment to its credit agreement to replace London Interbank Offering Rate ("LIBOR") as the benchmark rate applicable to the Term B loans with Secured Overnight Financing Rate ("SOFR") 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 fundin

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,~~March 2023, Charter Operating entered into ananother 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~~incur a new ~~tranche~~Term B-3 loan with an aggregate principal amount of ~~$500~~$750 million maturing in 2030 concurrently with the cancelation of ~~term A-6 loans maturing August 31, 2028, (iii) increase the size~~certain of Charter Operating's ~~revolving credit facility~~existing Term B-1 and ~~extend~~B-2 loans, among other amendments. Pricing on 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.

new Term B-3 loan is SOFR plus 2.25%. After giving effect to the ~~Amendment: (i)~~amendments, the aggregate principal amount of ~~term A-5~~Term B-1 loans ~~outstanding~~ is ~~$6.05~~$2.3 billion with a pricing ~~of Secured Overnight Financing Rate ("SOFR")~~unchanged at SOFR plus ~~1.25%, (ii)~~1.75% and the aggregate principal amount of ~~term A-6~~Term B-2 loans ~~outstanding~~ is ~~$500 million~~$3.1 billion with a pricing ofunchanged at 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%1.75%. 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.

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.

~~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,
2022 2021 2022 2021
CCO Holdings notes redemption $ — $ (46) $ — $ (75)
Charter Operating credit facility refinancing (2) — (2) —
Charter Operating notes redemption (1) — (1) —
$ (3) $ (46) $ (3) $ (75)

5.4. 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~~ months ended ~~June 30, 2022~~March 31, 2023 and ~~2021.~~2022.


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended March 31,
		2022			2021			2022			2021					2023	2022
		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			2,304,419	$	863	5,325,594	$	3,172
Income tax withholding	Income tax withholding	24,630	12		183,357	124		289,475	173		467,920	302		Income tax withholding			127,815	49		264,845	161
Exercise cost	Exercise cost	80,826			185,698			229,483			495,513			Exercise cost			40,681			148,657
		7,370,289	$	3,687	5,516,312	$	3,516	13,109,385	$	7,020	11,667,008	$	7,168				2,472,915	$	912	5,739,096	$	3,333

~~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,
2022 2021 2022 2021
Number of shares purchased 2,257,443 1,927,032 3,227,684 2,761,608
Amount of shares purchased $ 1,204 $ 1,244 $ 1,806 $ 1,762

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


	Three Months Ended March 31,
		2023		2022
Number of shares purchased		120,149		970,241
Amount of shares purchased		$	42	$	602

As of ~~June 30, 2022,~~March 31, 2023, Charter had remaining board authority to purchase an additional ~~$673~~$305 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,~~2022, 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.~~2022. The Company accounts for treasury stock using the cost method and includes treasury stock as a component of total shareholders’ equity.

6.5. 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~~$162 million and ~~$422~~$186 million for the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022, ~~respectively, and $105 million and $181 million for the three and six months ended June 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 months ended June 30, 2021, respectively. 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 months ended March 31, 2023 and 2022.


	Three Months Ended March 31,
		2023		2022
Number of units purchased		324,100		657,268

Amount of units purchased		$	122	$	416
Decrease in noncontrolling interest based on carrying value		$	(68)	$	(156)
Decrease in additional paid-in-capital, net of tax		$	(40)	$	(197)

Total shareholders' equity was also adjusted during the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 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 March 31,
		2022		2021		2022		2021				2023		2022
Decrease in noncontrolling interest	Decrease in noncontrolling interest	$	(244)	$	(1,333)	$	(494)	$	(1,508)	Decrease in noncontrolling interest		$	(37)	$	(250)
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		$	28	$	189

7.6. 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~~$565 million and ~~$290~~$570 million and is included in other long-term liabilities on its consolidated balance sheets as of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, 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 March 31,
		2022		2021		2022		2021				2023		2022
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		$	5	$	(36)
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		(32)		50
Gain (loss) on financial instruments, net	Gain (loss) on financial instruments, net	$	1	$	(91)	$	15	$	(43)	Gain (loss) on financial instruments, net		$	(27)	$	14

~~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

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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

7. Revenues

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


	Three Months Ended March 31,
		2023		2022
Internet		$	5,718	$	5,452
Video		4,254		4,346
Voice		373		391
Mobile service		497		387
Residential revenue		10,842		10,576

Small and medium business		1,091		1,070
Enterprise		682		661
Commercial revenue		1,773		1,731

Advertising sales		355		383
Other		683		510
		$	13,653	$	13,200

As of March 31, 2023 and December 31, 2022, accounts receivable, net on the consolidated balance sheets includes approximately $632 million and $577 million of current equipment installment plan receivables, respectively, and other noncurrent assets includes approximately ~~$231~~$352 million and ~~$189~~$261 million of noncurrent equipment installment plan receivables, respectively.

9.8. 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,
2022 2021 2022 2021
Programming $ 2,972 $ 2,978 $ 5,949 $ 5,966
Regulatory, connectivity and produced content 599 668 1,155 1,268
Costs to service customers 1,920 1,827 3,819 3,631
Marketing 806 741 1,632 1,492
Mobile 797 586 1,557 1,158
Other 1,099 1,082 2,215 2,078
$ 8,193 $ 7,882 $ 16,327 $ 15,593


	Three Months Ended March 31,
		2023		2022
Programming		$	2,799	$	2,977
Other costs of revenue		1,328		1,108
Costs to service customers		2,095		1,959
Sales and marketing		946		880
Other expense		1,343		1,210
		$	8,511	$	8,134

Programming costs consist primarily of costs paid to programmers for basic, premium, ~~digital,~~ video on demand and pay-per-view programming. ~~Regulatory, connectivity~~Other costs of revenue include costs directly related to providing Internet, video, voice and ~~produced content~~mobile services including mobile device 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~~Company and direct costs associated with selling advertising. Also included in ~~regulatory, connectivity and produced content~~other costs isof revenue are 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~~operations for the Company’s products, including mobile, sold to non-bulk 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 vehicle costs. ~~Marketing~~Sales and marketing costs represent the costs of selling and marketing our Internet, video, voice and mobile services to current and potential non-bulk 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,
2022 2021 2022 2021
Special charges, net $ (63) $ (6) $ (64) $ 249
(Gain) loss on disposal of assets, net 1 (3) 3 44
$ (62) $ (9) $ (61) $ 293

~~Special charges, net~~

Special charges, net primarily 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.

109

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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

~~11.~~SMB customers, including labor cost. Other expense includes indirect costs associated with the Company’s Spectrum Enterprise, Spectrum Reach and Spectrum Networks businesses, including sales and marketing and bad debt expenses as well as costs associated with selling to and servicing bulk properties. Other expense also includes corporate overhead and stock compensation expense, among others.

9. Other Operating Expenses, Net

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


	Three Months Ended March 31,
		2023		2022
Special charges, net		$	10	$	(1)
Loss on disposal of assets, net		—		2
		$	10	$	1

Special charges, net primarily includes net amounts of litigation settlements and employee termination costs.

10. 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,
2022 2021 2022 2021
Loss on extinguishment of debt (see Note 4) $ (3) $ (46) $ (3) $ (75)
Gain (loss) on financial instruments, net (see Note 7) 1 (91) 15 (43)
Net periodic pension benefits 17 173 34 191
Gain (loss) on equity investments, net 64 (168) 56 (153)
$ 79 $ (132) $ 102 $ (80)

~~Net periodic pension benefits~~

During the three and six months ended June 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 million remeasurement gain recorded during the three and six months ended June 30, 2021, which was primarily driven by changes in the discount rate.

~~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 months ended June 30, 2021.~~


	Three Months Ended March 31,
		2023		2022

Gain (loss) on financial instruments, net (see Note 6)		$	(27)	$	14
Net periodic pension benefits		2		17
Loss on equity investments, net		(79)		(8)
		$	(104)	$	23

~~12.~~11. 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 March 31,
		2022	2021	2022	2021			2023	2022
Stock options	Stock options	32,000	16,800	1,404,400	1,241,800	Stock options		4,235,700	1,372,400
Restricted stock		6,800	4,600	6,800	4,600

Restricted stock units	Restricted stock units	19,500	9,100	443,100	354,200	Restricted stock units		1,514,400	423,600

Stock options and restricted stock units generally cliff vest three years from the date of grant. Certain stock options and restricted stock units vest based on achievement of stock price hurdles. Stock options generally expire ten years from the grant date and restricted stock units have no voting rights. Restricted stock generally vests one year from the date of grant.

As of ~~June 30, 2022,~~March 31, 2023, total unrecognized compensation remaining to be recognized in future periods totaled ~~$323~~$643 million for stock options, ~~$0.3~~$0.2 million for restricted stock and ~~$323~~$701 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 months~~one month for restricted stock and two years for restricted stock units.

1110

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~~$208 million and ~~$251~~$147 million for the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022, ~~respectively, and $100 million and $234 million for the three and six months ended June 30, 2021,~~ respectively, which is included in operating costs and expenses.

~~13.~~12. 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 2018 million and 21 million for the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 15 million for the three and six months ended June 30, 2021~~respectively, were not included in the computation of diluted earnings per share as their effect would have been antidilutive.

The following is the computation of diluted earnings per common share for the three ~~and six~~ months ended ~~June 30, 2022~~March 31, 2023 and ~~2021.~~

Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
Numerator:
Net income attributable to Charter shareholders $ 1,471 $ 1,020 $ 2,674 $ 1,827
Effect of dilutive securities:
Charter Holdings convertible preferred units — 32 — 70
Net income attributable to Charter shareholders after assumed conversions $ 1,471 $ 1,052 $ 2,674 $ 1,897
Denominator:
Weighted average common shares outstanding, basic 164,049,619 185,916,505 167,350,535 188,645,356
Effect of dilutive securities:
Assumed exercise or issuance of shares relating to stock plans 3,041,306 5,058,176 3,390,927 5,098,205
Weighted average Charter Holdings convertible preferred units — 8,102,709 — 8,714,704
Weighted average common shares outstanding, diluted 167,090,925 199,077,390 170,741,462 202,458,265
Basic earnings per common share attributable to Charter shareholders $ 8.96 $ 5.48 $ 15.98 $ 9.69
Diluted earnings per common share attributable to Charter shareholders $ 8.80 $ 5.29 $ 15.66 $ 9.37

~~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 death. Following a two phase trial, the jury returned a verdict finding CC, LLC at fault for plaintiff’s death, and awarded compensatory damages of $375 million to plaintiff’s estate and then awarded $7.0 billion in punitive damages to plaintiff’s estate on July 26, 2022. The Company 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 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 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.


	Three Months Ended March 31,
		2023		2022
Numerator:
Net income attributable to Charter shareholders		$	1,021	$	1,203




Denominator:
Weighted average common shares outstanding, basic		151,438,371		170,688,127
Effect of dilutive securities:
Assumed exercise or issuance of shares relating to stock plans		2,099,988		3,812,345

Weighted average common shares outstanding, diluted		153,538,359		174,500,472

Basic earnings per common share attributable to Charter shareholders		$	6.74	$	7.05
Diluted earnings per common share attributable to Charter shareholders		$	6.65	$	6.90

1311

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~~communications 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~~Beginning in the first quarter ~~ended June 30, 2022, we had a decline~~ of ~~74,000 residential~~2023, we removed separate mobile reporting, among several other changes, to better reflect the converged and integrated nature of our business and operations. We made the following changes to our reporting:

•Residential and small and medium business ~~("SMB"~~(“SMB”) monthly revenue per customer ~~relationships~~calculations now include mobile service revenue

•Residential mobile service revenue previously included in mobile revenue is now separately reported in residential revenue

•SMB mobile service revenue previously included in mobile revenue is now included in SMB revenue

•Mobile equipment revenue previously included in mobile revenue is now included in other revenue

•Mobile expenses are no longer reported separately and ~~an increase~~are included in applicable expense categories

•Other costs of ~~360,000~~revenue includes regulatory, connectivity and produced content costs as well as mobile device costs and direct costs associated with mobile and selling advertising

•Costs to service customers now also includes costs related to field operations, network operations and customer operations for mobile customers but no longer includes costs to service bulk properties

•Sales and marketing expense, which previously included sales and marketing for Spectrum Enterprise, Spectrum Reach and Spectrum Networks as well as costs associated with selling to and servicing bulk properties, now only consists of residential and SMB sales and marketing expenses, including sales and marketing for mobile

•Other expense now also includes sales and marketing for Spectrum Enterprise, Spectrum Reach and Spectrum Networks as well as costs associated with selling to and servicing bulk properties but no longer includes direct costs associated with selling advertising

•Reclasses within capital expenditure categories were made to reclassify all costs associated with our network evolution initiative to upgrade/rebuild

•Line extensions capital expenditures are now broken out between subsidized rural construction line extensions and other line extensions

•Subsidized rural construction initiative capital expenditures subcategory only includes rural construction projects for which we are receiving subsidies from federal, state or local governments

There were no changes to total revenue, Adjusted EBITDA, capital expenditures or net income. Prior periods have been revised to conform with the presentation noted above.

During the first quarter of 2023, we added 686,000 mobile lines, 76,000 Internet customers and 16,000 residential and SMB customer relationships, ~~from June 30, 2021 to June 30, 2022,~~ which excludes mobile-only customers. Our Spectrum One offering, which brings together Spectrum Internet, Advanced WiFi and Unlimited Spectrum Mobile to offer consumers fast, reliable and secure online connections on their favorite devices at home and on-the-go in a high-value package, contributed to our increase in mobile ~~only customers.~~lines in the first quarter. We continue to see lower customer move rates and switching behavior among providers, which has reduced our selling opportunities. We are beginning to see benefits from the targeted investments we are making in employee wages and benefits inside of our operations to build employee skill sets and tenure, as well as the continued investments in digitization of our customer service platforms and proactive maintenance, all with the goal of improving the customer experience, reducing transactions and driving customer growth and retention.

We spent $391 million on our subsidized rural construction initiative during the three months ended March 31, 2023. We expect that over time, our subsidized rural construction initiative will support customer growth, and in the first quarter of 2023, we activated approximately 44,000 subsidized rural passings. 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 and upgrade our network to provide ~~increased~~higher 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 currently offer Spectrum Internet products with speeds up to 1 Gbps across our entire footprint and over the next three years, we plan to upgrade our network to provide multi-gigabit speeds. Our Advanced WiFi, a managed WiFi service that provides customers an optimized home network while providing greater control of their connected devices with enhanced security and privacy, is available to 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~~increasing availability of ~~Advanced Home WiFi and over 500,000 out of home~~out-of-home WiFi access points across our footprint. In addition, we continue to work towards the construction of our own 5G mobile data-only network leveraging ~~the Citizens~~our Citizen Broadband Radio Service ~~(“CBRS”~~("CBRS") Priority Access ~~Licenses (“PALs”) purchased in 2020.~~Licenses. 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~~capture more spend on additional products for our existing customers. In the first half of 2022, we added 717,000 mobile lines and 164,000 Internet customers, and for the quarter ended June 30, 2022, we added 344,000 mobile lines and had a decline of 21,000 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 months ended June 30, 2022, our mobile product line increased revenues by $726 million and $1.4 billion, respectively, reduced Adjusted EBITDA by approximately $71 million and $141 million, respectively, and reduced free cash flow by approximately $270 million and $560 million, respectively. During the three and six months ended June 30, 2021, our mobile product line increased revenues by $519 million and $1.0 billion, respectively, reduced Adjusted EBITDA by approximately $67 million and $147 million, respectively, and reduced free cash flow by approximately $277 million and $461 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.

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 March 31,
		2022		2021		% Change		2022		2021		% Change				2023		2022		% Change
Revenues	Revenues	$	13,598	$	12,802	6.2	%	$	26,798	$	25,324	5.8	%	Revenues		$	13,653	$	13,200	3.4	%
Adjusted EBITDA	Adjusted EBITDA	$	5,509	$	5,020	9.7	%	$	10,722	$	9,965	7.6	%	Adjusted EBITDA		$	5,350	$	5,213	2.6	%
Income from operations	Income from operations	$	3,227	$	2,575	25.3	%	$	5,998	$	4,643	29.2	%	Income from operations		$	2,926	$	2,771	5.6	%

Adjusted EBITDA is defined as net income attributable to Charter shareholders plus net income attributable to noncontrolling interest, ~~net~~ interest expense, net, 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 pass-through of programming cost increases to video customers and other price adjustments and growth in our residential mobile, Internet ~~mobile~~ and commercial ~~customers and price adjustments.~~customers. 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,~~other costs of revenue and costs to service customers ~~and marketing.~~partly offset by a decrease in programming expense.

1513

The following table summarizes our customer statistics for Internet, video, voice and mobile as of ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~ (in thousands except per customer data and footnotes).


		Approximate as of					Approximate as of
		June 30,					March 31,
		2022 (a)		2021 (a)			2023 (a)		2022 (a)
Customer Relationships (b)	Customer Relationships (b)					Customer Relationships (b)
Residential	Residential	29,942		29,660		Residential	29,996		30,035
SMB	SMB	2,182		2,104		SMB	2,215		2,163
Total Customer Relationships	Total Customer Relationships	32,124		31,764		Total Customer Relationships	32,211		32,198

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)	$	120.56	$	117.58
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)	$	164.58	$	165.58

Internet	Internet					Internet
Residential	Residential	28,259		27,722		Residential	28,479		28,301
SMB	SMB	1,994		1,912		SMB	2,030		1,973
Total Internet Customers	Total Internet Customers	30,253		29,634		Total Internet Customers	30,509		30,274

Video	Video					Video
Residential	Residential	14,853		15,420		Residential	14,260		15,093
SMB	SMB	642		592		SMB	646		628
Total Video Customers	Total Video Customers	15,495		16,012		Total Video Customers	14,906		15,721

Voice	Voice					Voice
Residential	Residential	8,200		9,014		Residential	7,473		8,465
SMB	SMB	1,287		1,259		SMB	1,290		1,288
Total Voice Customers	Total Voice Customers	9,487		10,273		Total Voice Customers	8,763		9,753

Mobile Lines (e)	Mobile Lines (e)					Mobile Lines (e)
Residential	Residential	4,134		2,855		Residential	5,782		3,805
SMB	SMB	147		85		SMB	196		132
Total Mobile Lines	Total Mobile Lines	4,281		2,940		Total Mobile Lines	5,978		3,937

Enterprise Primary Service Units ("PSUs") (f)	Enterprise Primary Service Units ("PSUs") (f)	277		265		Enterprise Primary Service Units ("PSUs") (f)	288		274

(a)We calculate the aging of customer accounts based on the monthly billing cycle for each account. On that basis, as of ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ customers include approximately ~~154,500~~119,800 and ~~162,700~~132,500 customers, respectively, whose accounts were over 60 days past due, approximately ~~45,800~~42,100 and ~~23,200~~29,000 customers, respectively, whose accounts were over 90 days past due and approximately ~~97,200~~217,800 and ~~30,400~~74,500 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 accounts 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, voice and ~~voice~~mobile 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~~mobile-only 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~~mobile-only 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~~2022 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 March 31,
		2022		2021		2022		2021				2023		2022
Revenues	Revenues	$	13,598	$	12,802	$	26,798	$	25,324	Revenues		$	13,653	$	13,200

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)		8,511		8,134
Depreciation and amortization	Depreciation and amortization	2,240		2,354		4,534		4,795		Depreciation and amortization		2,206		2,294
Other operating (income) expenses, net		(62)		(9)		(61)		293
Other operating expenses, net										Other operating expenses, net		10		1
		10,371		10,227		20,800		20,681				10,727		10,429
Income from operations	Income from operations	3,227		2,575		5,998		4,643		Income from operations		2,926		2,771

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		(1,265)		(1,060)
Other income (expenses), net	Other income (expenses), net	79		(132)		102		(80)		Other income (expenses), net		(104)		23
		(1,030)		(1,136)		(2,067)		(2,067)				(1,369)		(1,037)

Income before income taxes	Income before income taxes	2,197		1,439		3,931		2,576		Income before income taxes		1,557		1,734
Income tax expense	Income tax expense	(489)		(281)		(834)		(497)		Income tax expense		(374)		(345)
Consolidated net income	Consolidated net income	1,708		1,158		3,097		2,079		Consolidated net income		1,183		1,389
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		(162)		(186)

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		$	1,021	$	1,203

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		$	6.74	$	7.05
Diluted	Diluted	$	8.80	$	5.29	$	15.66	$	9.37	Diluted		$	6.65	$	6.90

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		151,438,371		170,688,127
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		153,538,359		174,500,472

Revenues. Total revenues grew ~~$796~~$453 million ~~and $1.5 billion~~ for the three ~~and six~~ months ended ~~June 30, 2022, respectively,~~March 31, 2023 compared to the corresponding ~~periods~~period in ~~2021~~2022 primarily due to price adjustments and increases in the number of residential mobile, Internet ~~mobile~~ and commercial ~~customers and price adjustments.~~customers.

1715

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 March 31,
		2022		2021		% Change		2022		2021		% Change				2023		2022		% Change
Internet	Internet	$	5,562	$	5,221	6.5	%	$	11,014	$	10,307	6.9	%	Internet		$	5,718	$	5,452	4.9	%
Video	Video	4,484		4,378		2.4	%	8,830		8,722		1.2	%	Video		4,254		4,346		(2.1)	%
Voice	Voice	398		394		1.0	%	789		793		(0.5)	%	Voice		373		391		(4.6)	%
Mobile service														Mobile service		497		387		28.3	%
Residential revenue	Residential revenue	10,444		9,993		4.5	%	20,633		19,822		4.1	%	Residential revenue		10,842		10,576		2.5	%

Small and medium business	Small and medium business	1,080		1,042		3.7	%	2,139		2,054		4.1	%	Small and medium business		1,091		1,070		2.0	%
Enterprise	Enterprise	669		636		4.9	%	1,330		1,274		4.3	%	Enterprise		682		661		3.1	%
Commercial revenue	Commercial revenue	1,749		1,678		4.2	%	3,469		3,328		4.2	%	Commercial revenue		1,773		1,731		2.4	%

Advertising sales	Advertising sales	460		411		12.0	%	843		755		11.8	%	Advertising sales		355		383		(7.2)	%
Mobile		726		519		39.8	%	1,416		1,011		40.0	%
Other	Other	219		201		8.8	%	437		408		7.0	%	Other		683		510		34.0	%
		$	13,598	$	12,802	6.2	%	$	26,798	$	25,324	5.8	%			$	13,653	$	13,200	3.4	%

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)
Increase related to rate and product mix changes $ 198 $ 370
Increase in average residential Internet customers 143 337
$ 341 $ 707


	Three months ended March 31, 2023 compared to three months ended March 31, 2022 Increase / (Decrease)
Increase related to rate and product mix changes	$	226
Increase in average residential Internet customers	40
	$	266

The increase related to rate and product mix was primarily due to ~~reduced bundle discounts~~promotional roll-off and ~~promotional roll-off.~~rate adjustments. Residential Internet customers grew by ~~537,000~~178,000 customers from ~~June 30, 2021~~March 31, 2022 to ~~June 30, 2022.~~March 31, 2023.

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)
Increase related to rate and product mix changes $ 238 $ 355
Decrease in average residential video customers (132) (247)
$ 106 $ 108


	Three months ended March 31, 2023 compared to three months ended March 31, 2022 Increase / (Decrease)
Decrease in average residential video customers	$	(223)
Increase related to rate and product mix changes	131


	$	(92)

Residential video customers decreased by 833,000 from March 31, 2022 to March 31, 2023. The increase related to rate and product mix was primarily due to ~~price adjustments~~pass-through of programming cost increases 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.~~

1816

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


	Three months ended March 31, 2023 compared to three months ended March 31, 2022 Increase / (Decrease)
Decrease in average residential voice customers	$	(44)
Increase related to rate	26
	$	(18)

Residential wireline voice customers decreased by ~~814,000~~992,000 customers from ~~June 30, 2021~~March 31, 2022 to ~~June 30, 2022.~~March 31, 2023.

Residential mobile service revenues increased $110 million during the three months ended March 31, 2023 compared to the corresponding period in 2022 primarily due to an increase of 1,977,000 mobile lines from March 31, 2022 to March 31, 2023.

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


	Three months ended March 31, 2023 compared to three months ended March 31, 2022 Increase / (Decrease)
Increase in SMB customers	$	28
Decrease related to rate and product mix changes	(7)
	$	21

SMB customers grew by ~~78,000~~52,000 from ~~June 30, 2021~~March 31, 2022 to ~~June 30, 2022.~~March 31, 2023.

Enterprise revenues increased ~~$33 million and $56~~$21 million during the three ~~and six~~ months ended ~~June 30, 2022, respectively,~~March 31, 2023 compared to the corresponding ~~periods~~period in ~~2021~~2022 primarily due to an increase in Internet PSUs partly offset by lower wholesale PSUs. Enterprise PSUs increased ~~12,000~~14,000 from ~~June 30, 2021~~March 31, 2022 to ~~June 30, 2022.~~March 31, 2023.

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 million and $88~~decreased $28 million during the three ~~and six~~ months ended ~~June 30, 2022, respectively,~~March 31, 2023 as compared to the corresponding ~~periods~~period in ~~2021~~2022 primarily due to ~~an increase~~a decrease in political ~~revenue.~~

~~During the three~~ and six months ended June 30, 2022, mobile revenues included approximately $299 million and $591 million of device revenues, respectively, and approximately $427 million and $825 million of service revenues, respectively. During the three and six months ended June 30, 2021, mobile revenues included approximately $214 million and $442 million of device revenues, respectively, and approximately $305 million and $569 million of service revenues, respectively. The increases in revenues are a result of an increase of 1,341,000 mobile lines from June 30, 2021 to June 30, 2022.local ad revenue partly offset by higher advanced advertising.

Other revenues consist of revenue from mobile and video device sales, 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 million and $29~~$173 million during the three ~~and six~~ months ended ~~June 30, 2022, respectively,~~March 31, 2023 compared to the corresponding ~~periods~~period in ~~2021~~2022 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.~~higher mobile device sales.

1917

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)
Programming $ (6) $ (17)
Regulatory, connectivity and produced content (69) (113)
Costs to service customers 93 188
Marketing 65 140
Mobile 211 399
Other 17 137
$ 311 $ 734


	Three months ended March 31, 2023 compared to three months ended March 31, 2022 Increase / (Decrease)
Programming	$	(178)
Other costs of revenue	220
Costs to service customers	136
Sales and marketing	66
Other	133
	$	377

Programming costs were approximately $2.8 billion and $3.0 billion for ~~each of~~ the three months ended ~~June 30,~~March 31, 2023 and 2022, representing 33% and ~~2021, representing 36% and 38% of total operating costs and expenses, respectively, and $5.9 billion and $6.0 billion for the six months ended June 30, 2022 and 2021, representing 36% and 38%~~37% 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~~partly offset by contractual rate adjustments, including renewals and increases in amounts paid for retransmission consent. ~~We expect~~First quarter 2023 programming ~~rates per customer will continue~~costs include $50 million of favorable adjustments, which is similar in size to ~~increase due to a variety of factors, including annual increases imposed by programmers with additional selling power as a result of media~~sports network rebates 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~~favorable adjustments in the ~~future without a potential loss~~first quarter of ~~customers.~~2022.

~~Regulatory, connectivity and produced content decreased $69 million and $113~~Other costs of revenue increased $220 million during the three ~~and six~~ months ended ~~June 30, 2022, respectively,~~March 31, 2023 compared to the corresponding ~~periods~~period in ~~2021~~2022 primarily due to ~~lower sports rights~~higher mobile device sales and higher other mobile direct 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 of result of COVID-19 as well as lower costs of video devices sold to customers and regulatory pass-through fees.~~an increase in mobile lines.

Costs to service customers increased ~~$93 million and $188~~$136 million during the three ~~and six~~ months ended ~~June 30, 2022, respectively,~~March 31, 2023 compared to the corresponding ~~periods~~period in ~~2021~~2022 primarily due to adjustments to job structure, pay and benefits to build a more skilled and longer tenured workforce resulting in lower frontline employee attrition compared to 2022, and additional activity to support the accelerated growth of Spectrum Mobile.

Sales and marketing increased $66 million during the three months ended March 31, 2023 compared to the corresponding period in 2022 primarily due to higher ~~bad debt~~staffing across sales channels and ~~higher fuel costs offset by lower labor costs as a result~~the accelerated growth of ~~productivity improvements driven by improved network performance and digital self-service platforms.~~Spectrum Mobile.

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

Mobile costs of $797 million and $1.6 billion for the three and six months ended June 30, 2022, respectively, and $586 million and $1.2 billion for the three and six months ended June 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.

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


	Three months ended March 31, 2023 compared to three months ended March 31, 2022 Increase / (Decrease)
Stock compensation expense	$	61
Corporate costs	36
Enterprise	14
Other	22
	$	133

~~Corporate costs~~Stock compensation expense increased during the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 compared to the corresponding prior period primarily due to an increase in equity awards granted. Corporate and enterprise costs increased primarily due to higher labor ~~costs and computer and software expense.~~costs.

Depreciation and amortization. Depreciation and amortization expense decreased by ~~$114 million and $261~~$88 million during the three ~~and six~~ months ended ~~June 30, 2022, respectively,~~March 31, 2023 compared to the corresponding ~~periods~~period in ~~2021~~2022 primarily due to certain assets acquired in acquisitions becoming fully depreciated partly 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 March 31, 2023 compared to three months ended March 31, 2022 Increase / (Decrease)
Special charges, net	$	11
Loss on disposal of assets, net	(2)
	$	9

See Note 109 to the accompanying consolidated financial statements contained in “Item 1. Financial Statements” for more information.

Interest expense, net. Net interest expense increased by ~~$105 million and $182~~$205 million for the three ~~and six~~ months ended ~~June 30, 2022, respectively,~~March 31, 2023, compared to the corresponding ~~periods~~period in ~~2021.~~2022. The increase in net interest expense is the result of an increase in weighted average interest rates as well as an increase in weighted average debt outstanding of approximately ~~$9.2 billion and $9.3~~$4.7 billion during the three ~~and six~~ months ended ~~June 30, 2022, respectively,~~March 31, 2023 compared to the corresponding ~~periods~~period in ~~2021 offset by reductions in weighted average interest rates.~~2022. The increase in weighted average debt outstanding is primarily due to the issuance of notes throughout ~~2021~~2022 and ~~2022.~~2023.

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)
Loss on extinguishment of debt (see Note 4) $ 43 $ 72
Gain (loss) on financial instruments, net (see Note 7) 92 58
Net periodic pension benefits (156) (157)
Gain (loss) on equity investments, net 232 209
$ 211 $ 182


	Three months ended March 31, 2023 compared to three months ended March 31, 2022 Increase / (Decrease)

Gain (loss) on financial instruments, net (see Note 6)	$	(41)
Net periodic pension benefits	(15)
Loss on equity investments, net	(71)
	$	(127)

See Note 1110 and the ~~Notes~~Note 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~~$374 million and ~~$834~~$345 million for the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022, ~~respectively, and $281 million and $497 million for the three and six months ended June 30, 2021,~~ respectively. The increase is primarily a result of ~~higher~~decreased recognition of excess tax benefits resulting from share-based compensation partly offset by lower 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 months ended June 30, 2021, respectively.~~interest. For more information, see Note 65 to the accompanying consolidated financial statements contained in “Item 1. Financial Statements.”

Net income attributable to Charter shareholders. Net income attributable to Charter shareholders ~~increased from $1.0 billion and $1.8 billion for~~decreased $182 million during the three ~~and six~~ months ended ~~June 30, 2021, respectively,~~March 31, 2023 compared to ~~$1.5 billion and $2.7 billion for~~ the ~~three and six months ended June 30,~~corresponding period in 2022, ~~respectively,~~ 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"~~(“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~~$374 million and ~~$690~~$342 million for the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022, ~~respectively, and $365 million and $642 million for the three and six months ended June 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 March 31,
		2022		2021		2022		2021				2023		2022
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		$	1,021	$	1,203
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		162		186
Interest expense, net	Interest expense, net	1,109		1,004		2,169		1,987		Interest expense, net		1,265		1,060
Income tax expense	Income tax expense	489		281		834		497		Income tax expense		374		345
Depreciation and amortization	Depreciation and amortization	2,240		2,354		4,534		4,795		Depreciation and amortization		2,206		2,294
Stock compensation expense	Stock compensation expense	104		100		251		234		Stock compensation expense		208		147
Other (income) expenses, net		(141)		123		(163)		373
Other, net										Other, net		114		(22)
Adjusted EBITDA	Adjusted EBITDA	$	5,509	$	5,020	$	10,722	$	9,965	Adjusted EBITDA		$	5,350	$	5,213

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		$	3,323	$	3,647
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		(2,464)		(1,857)
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		(195)		10
Free cash flow	Free cash flow	$	1,659	$	2,068	$	3,459	$	3,923	Free cash flow		$	664	$	1,800

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~~February 2023, CCO Holdings, LLC (“CCO Holdings”) and ~~June 2022,~~CCO Holdings Capital Corp. jointly issued $1.1 billion of 7.375% senior unsecured notes due March 2031 at par. The net proceeds were used for general corporate purposes, including repaying certain indebtedness, funding 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.~~Holdings common units and to pay related fees and expenses.

In ~~May 2022,~~February 2023, Charter Operating entered into an amendment to its credit agreement ~~(the "Amendment"~~to replace London Interbank Offering Rate (“LIBOR”) ~~to: (i) upsize term A~~as the benchmark rate applicable to the Term B loans ~~by $2.3 billion~~with Secured Overnight Financing Rate (“SOFR”) and in March 2023, Charter Operating entered into another amendment to ~~$6.05 billion and extend the maturity~~its credit agreement to ~~August 31, 2027 from March 31, 2023 and February 1, 2025, (ii) create and borrow~~incur a new ~~tranche~~Term B-3 loan with an aggregate principal amount of ~~$500~~$750 million maturing in 2030 concurrently with the cancelation of ~~term A-6 loans maturing August 31, 2028, (iii) increase the size~~certain of Charter Operating's ~~revolving credit facility~~existing Term B-1 and ~~extend~~B-2 loans, among other amendments. Pricing on 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 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.

Overview of Our Contractual Obligations and Liquidity

We have significant amounts of debt. The principal amount of our debt as of ~~June 30, 2022~~March 31, 2023 was ~~$95.7~~$97.8 billion, consisting of ~~$13.7~~$14.6 billion of credit facility debt, ~~$56.9~~$55.9 billion of investment grade senior secured notes and ~~$25.2~~$27.3 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~~became a meaningful federal cash tax payer as the majority of our net operating losses have been utilized. Free cash flow was ~~$1.7 billion~~$664 million and ~~$3.5~~$1.8 billion for the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022, ~~respectively, and $2.1 billion and $3.9 billion for the three and six months ended June 30, 2021,~~ respectively. See the table below for factors impacting free cash flow during the three ~~and six~~ months ended ~~June 30, 2022~~March 31, 2023 compared to the corresponding prior ~~periods.~~period. As of ~~June 30, 2022,~~March 31, 2023, the amount available under our credit facilities was approximately ~~$4.4~~$3.3 billion and cash on hand was approximately ~~$483~~$534 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~~evolution and expansion ~~of our network through our rural broadband construction initiative,~~initiatives, 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 30, 2022.~~March 31, 2023. 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~~ months ended ~~June 30,~~March 31, 2023 and 2022, Charter purchased in the public market approximately ~~5.0~~2.2 million and ~~9.4~~4.4 million shares of Charter Class A common stock, respectively, for approximately ~~$2.5 billion and $5.0 billion, respectively, and during the three and six months ended June 30, 2021, Charter purchased in the public market approximately 3.2~~$821 million and ~~7.9 million shares of Charter Class A common stock, respectively, for approximately $2.1 billion and $5.1~~$2.6 billion, respectively. Since the beginning of its buyback program in September 2016 through ~~June 30, 2022,~~March 31, 2023, Charter has purchased approximately ~~139.9~~152.0 million shares of Class A common stock and Charter Holdings common units for approximately ~~$64.6~~$69.4 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~~0.1 million and ~~3.2~~1.0 million shares of Charter Class A common stock for approximately ~~$1.2 billion~~$42 million and ~~$1.8 billion~~$602 million during the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022, ~~respectively, and 1.9 million and 2.8 million shares of Charter Class A common stock for approximately $1.2 billion and $1.8 billion during the three and six months ended June 30, 2021,~~ respectively. ~~In July 2022, Charter purchased from Liberty Broadband an additional 0.8 million shares of Charter Class A common stock for approximately $363 million.~~

In December 2016, Charter and A/N entered into a letter agreement, as amended in December 2017 (the ~~"A/~~“A/N Letter ~~Agreement"~~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~~ months ended ~~June 30,~~March 31, 2023 and 2022, Charter Holdings purchased from A/N ~~1.1~~0.3 million and ~~1.7~~0.7 million Charter Holdings common units for approximately ~~$578~~$122 million and ~~$994~~$416 million, respectively, and during the three and six months ended June 30, 2021, Charter Holdings purchased from A/N 0.9 million and 1.7 million Charter Holdings common units for approximately $583 million and $1.1 billion, respectively.

As of ~~June 30, 2022,~~March 31, 2023, Charter had remaining board authority to purchase an additional ~~$673~~$305 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 million and $464 million~~$1.1 billion during the three ~~and six~~ months ended ~~June 30, 2022~~March 31, 2023 compared to the corresponding prior ~~periods~~period in ~~2021~~2022 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)
Increase in cash paid for taxes, net $ (396) $ (406)
Increase in capital expenditures (312) (348)
Increase in cash paid for interest, net (187) (152)
Changes in working capital, excluding change in accrued interest and taxes (6) (134)
Increase in Adjusted EBITDA 489 757
Other, net 3 (181)
$ (409) $ (464)

Free cash flow was reduced by $270 million and $560 million during the three and six months ended June 30, 2022, respectively, and $277 million and $461 million during the three and six months ended June 30, 2021, respectively, due to mobile impacts negatively affecting working capital, capital expenditures and Adjusted EBITDA. Cash paid for taxes, net increased as Charter has become a meaningful federal cash tax payer in 2022. Other, net for the six months ended June 30, 2022 includes the payment of a previously recorded litigation settlement with Sprint Communications Company L.P. and T-Mobile USA, Inc. See Note 10 to the accompanying consolidated financial statements contained in “Item 1. Financial Statements” for more information.


	Three months ended March 31, 2023 compared to three months ended March 31, 2022 Increase / (Decrease)
Changes in working capital, excluding change in accrued interest and taxes	$	(653)
Increase in capital expenditures	(607)
Increase in cash paid for interest, net	(203)
Increase in cash paid for taxes, net	(19)
Increase in Adjusted EBITDA	137
Other, net	209
	$	(1,136)

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 30, 2022,~~March 31, 2023, there was no default under any of these indentures, and CCO Holdings met its leverage ratio test based on ~~June 30, 2022~~

March 31, 2023 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~~$534 million and ~~$601~~$645 million in cash and cash equivalents as of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively.

Operating Activities. Net cash provided by operating activities decreased ~~$369~~$324 million during the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 compared to the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, primarily due to an increase in cash paid for ~~taxes,~~interest and changes in working capital, ~~the payment of a previously recorded litigation settlement of $220 million and higher cash paid for interest,~~partly offset by an increase in Adjusted EBITDA of ~~$757~~$137 million.

Investing Activities. Net cash used in investing activities was ~~$4.1~~$2.7 billion and ~~$4.0~~$1.8 billion for the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively. The increase in cash used was primarily due to an increase in capital expenditures ~~offset by~~and changes in accrued expenses related to capital expenditures that increased by ~~$253~~$205 million.

Financing Activities. Net cash used in financing activities increased ~~$349~~$665 million during the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 compared to the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 primarily due to a decrease in the amount by which borrowings of long-term debt exceeded repayments, partly offset by a decrease in the purchase of treasury stock and noncontrolling interest.

Capital Expenditures

We have significant ongoing capital expenditure requirements. Capital expenditures were ~~$2.2~~$2.5 billion and ~~$4.1~~$1.9 billion for the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022, ~~respectively, and $1.9 billion and $3.7 billion for the three and six months ended June 30, 2021,~~ respectively. The increase was primarily due to an increase in line extensions in connection with our subsidized rural construction initiative and continued residential and commercial network expansion. The increase in capital expenditures excluding line extensions was primarily driven by higher spend on network evolution, customer premise equipment ~~partly offset by decreases in scalable infrastructure~~ and support capital. ~~The increase in line extensions was due to continued network expansion, including to rural areas.~~ See the table below for more details.

We currently expect full year ~~2022 cable~~2023 capital expenditures, excluding ~~capital expenditures associated with our rural construction initiative,~~line extensions, to be between ~~$7.1~~$6.5 billion and ~~$7.3~~$6.8 billion. We expect 2023 line extensions capital expenditures to be approximately $4 billion. The actual amount of ~~our~~ capital expenditures in ~~2022~~2023 will depend on a number of factors including, ~~further spend related~~but not limited to, ~~product development,~~the pace of our network evolution and expansion initiatives, supply chain timing and growth rates ~~of both~~in our residential and commercial ~~businesses, supply chain timing and the pace of rural construction.~~businesses.

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 decreased by $195 million and increased by ~~$128 million and decreased by $125~~$10 million for the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 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~~ months ended ~~June 30, 2022~~March 31, 2023 and ~~2021.~~

2022. 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 March 31,
		2022		2021		2022		2021				2023		2022
Customer premise equipment (a)	Customer premise equipment (a)	$	560	$	494	$	1,029	$	983	Customer premise equipment (a)		$	537	$	469
Scalable infrastructure (b)	Scalable infrastructure (b)	389		437		760		848		Scalable infrastructure (b)		354		359
Line extensions (c)		694		400		1,236		799
Upgrade/rebuild (d)		181		161		327		306
Support capital (e)		369		389		698		766
Upgrade/rebuild (c)										Upgrade/rebuild (c)		289		159
Support capital (d)										Support capital (d)		394		329
Capital expenditures, excluding line extensions										Capital expenditures, excluding line extensions		1,574		1,316

Subsidized rural construction line extensions										Subsidized rural construction line extensions		371		192
Other line extensions										Other line extensions		519		349
Total line extensions (e)										Total line extensions (e)		890		541
Total capital expenditures	Total capital expenditures	$	2,193	$	1,881	$	4,050	$	3,702	Total capital expenditures		$	2,464	$	1,857

Capital expenditures included in total related to:
Of which:										Of which:
Commercial services	Commercial services	$	376	$	397	$	741	$	730	Commercial services		$	367	$	365
Subsidized rural construction initiative (f)										Subsidized rural construction initiative (f)		$	391	$	201
Mobile	Mobile	$	95	$	124	$	169	$	236	Mobile		$	77	$	74
Rural construction initiative (f)		$	357	$	—	$	589	$	—

(a)Customer premise equipment includes ~~costs incurred~~equipment and devices located at the ~~customer residence~~customer's premise used to ~~secure new customers~~deliver our Internet, video and ~~revenue generating units, including customer~~voice services (e.g., modems, routers and set-top boxes), as well as installation ~~costs and customer premise equipment (e.g., digital receivers and cable modems).~~costs.

(b)Scalable infrastructure includes costs, not related to customer premise equipment or our network, to secure growth of new customers ~~and revenue generating units,~~ or provide service enhancements (e.g., headend equipment).

(c)Upgrade/rebuild includes costs to modify or replace existing fiber/coaxial cable networks, including our network evolution initiative which started in 2022.

(d)Support capital includes costs associated with the replacement or enhancement of non-network assets (e.g., back-office systems, non-network equipment, land and buildings, vehicles, tools and test equipment).

(e)Line extensions include network costs associated with entering new service areas (e.g., fiber/coaxial cable, amplifiers, electronic equipment, make-ready and design engineering).

~~(d)Upgrade/rebuild includes costs to modify or replace existing fiber/coaxial cable networks, including betterments.~~

~~(e)~~Support capital includes costs associated with the replacement or enhancement of non-network assets due to technological and physical obsolescence (e.g., non-network equipment, land, buildings and vehicles).

(f)The subsidized rural construction initiative subcategory includes ~~expenditures associated with our Rural Construction Initiative~~projects for which we are receiving subsidies from federal, state and local governments (for which separate reporting was initiated in 2022), excluding customer premise equipment and installation.

Recently Issued Accounting Standards

See Note 2422 to the Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 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.~~2022. See Note 43 to the accompanying consolidated financial statements contained in “Item 1. Financial Statements” for a discussion of notes issued during the three ~~and six~~ months ended ~~June 30, 2022.~~March 31, 2023.

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 30, 2022,~~March 31, 2023, 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.

2825

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

See Note 1420 to the ~~accompanying consolidated financial statements contained~~Annual Report on Form 10-K for the year ended December 31, 2022 for a discussion of legal proceedings. There have been no material changes from the legal proceedings described in ~~“Item 1. Financial Statements” for Legal Proceedings.~~our Form 10-K.

Item 1A. Risk Factors.

Our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 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~~first quarter of ~~2022~~2023 (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)
January 1 - 31, 2023	1,130,701	$369.43	1,002,815	$771
February 1 - 28, 2023	840,442	$394.80	814,638	$427
March 1 - 31, 2023	501,772	$354.90	486,966	$305

(1)Includes ~~20,266, 69,232~~127,886, 25,804 and ~~15,958~~14,806 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~~January, February and ~~June 2022,~~March 2023, respectively.

(2)During the three months ended ~~June 30, 2022,~~March 31, 2023, Charter purchased approximately ~~7.3~~2.3 million shares of its Class A common stock for approximately ~~$3.7 billion,~~$863 million, which includes ~~2.3~~0.1 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,~~$345.53, or ~~$1.2 billion.~~$42 million. Charter Holdings purchased ~~1.1~~0.3 million Charter Holdings common units from A/N at an average price per unit of ~~$543.40,~~$376.32, or ~~$578~~$122 million, during the three months ended ~~June 30, 2022.~~March 31, 2023. As of ~~June 30, 2022,~~March 31, 2023, Charter had remaining board authority to purchase an additional ~~$673~~$305 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 July 26, 2022, Charter's Board of Directors approved an amendment and restatement of the Bylaws of Charter (the “Bylaws”) reflecting certain administrative 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.

This description of the amendments to the Bylaws is qualified in its entirety by reference to the text of the Amended and Restated Bylaws, attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 6. Exhibits.

See Exhibit Index.

2926

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, 2022~~April 28, 2023		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						Tenth Supplemental Indenture, dated as of ~~July 26, 2022.~~February 13, 2023, among CCO Holdings, LLC, CCO Holdings Capital Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Charter Communications, Inc. on February 16, 2023).
4.3						Form of 7.375% Senior Notes due 2031 (included in Exhibit 4.2 hereto).
10.1						Exchange and Registration Rights Agreement, dated February 13, 2023, relating to the 7.375% Senior Notes due 2031, among CCO Holdings, LLC, CCO Holdings Capital Corp. and Morgan Stanley & Co. LLC, as representative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on February 16, 2023).
10.2						Amendment No. 2,3, dated as of ~~May 26, 2022,~~February 10, 2023, to ~~(i)~~ the Amended and Restated Credit Agreement, dated as of March 18, 1999, as amended and restated on April 26, 2019, ~~and~~ as amended by Amendment No. 1 on October 24, 2019 and as further amended by Amendment No. 2 on May 26, 2022, by and among Charter Communications Operating, LLC, CCO Holdings, LLC, certain ~~subsidiaries~~ of Charter Communications Operating, ~~LLC,~~LLC’s subsidiaries, the lenders party thereto and Bank of America, N.A., as administrative agent ~~and (ii)~~(incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Charter Communications, Inc. on February 16, 2023).
10.3						Amendment No. 4 to the Amended and Restated ~~Guarantee and Collateral~~Credit 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~~(incorporated by reference to Exhibit 10.1 to the ~~current report~~Current Report on Form 8-K offiled by Charter Communications, Inc. on March 29, 2023).
10.4						Form of Performance-Vesting Stock Option Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on ~~June 2, 2022 (File No. 001-33664))~~February 24, 2023).
10.5						Form of Performance-Vesting Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Charter Communications, Inc. on February 24, 2023).
10.6						Amendment to Amended and Restated Employment Agreement dated as of February 22, 2023 by and between Charter Communications Inc. and Christopher L. Winfrey (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Charter Communications, Inc. on February 24, 2023).
10.7						Amendment to Employment Agreement dated as of February 22, 2023 by and between Charter Communications Inc. and Richard J. DiGeronimo (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by Charter Communications, Inc. on February 24, 2023).
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~~ months ended ~~June 30, 2022,~~March 31, 2023, filed with the Securities and Exchange Commission on ~~July 29, 2022,~~April 28, 2023, 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.

E-1


	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)
Increase related to rate and product mix changes	$	198	$	370
Increase in average residential Internet customers	143		337
	$	341	$	707


	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)
Loss on extinguishment of debt (see Note 4)	$	43	$	72
Gain (loss) on financial instruments, net (see Note 7)	92		58
Net periodic pension benefits	(156)		(157)
Gain (loss) on equity investments, net	232		209
	$	211	$	182