UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 10-Q
______________
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
   
For the quarterly period ended March 31,June 30, 2018
or
   
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Transition Period From             to             
Commission File Number: 001-37789
 333-112593-01
CCO Holdings, LLC
CCO Holdings Capital Corp.
(Exact name of registrant as specified in its charter)
Delaware 86-1067239
Delaware 20-0257904
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
   
400 Atlantic Street
Stamford, Connecticut 06901
 (203) 905-7801
(Address of principal executive offices including zip code) (Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrants have submitted electronically and posted on their corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrants were 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 o    Accelerated filer o    Non-accelerated filer x    Smaller reporting company o    Emerging growth company o

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 o No x

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

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

Number of shares of common stock of CCO Holdings Capital Corporation outstanding as of March 31,June 30, 2018: 1







CCO HOLDINGS, LLC
CCO HOLDINGS CAPITAL CORP.
QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED
MARCH 31,JUNE 30, 2018

TABLE OF CONTENTS
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This quarterly report on Form 10-Q is for the three and six months ended March 31,June 30, 2018. 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, “CCO Holdings,” “we,” “us” and “our” refer to CCO Holdings, LLC and its subsidiaries.


i



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 (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding, among other things, our plans, strategies and prospects, both business and financial including, without limitation, the forward-looking statements set forth in the “Results of Operations” and “Liquidity and Capital Resources” sections under 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” under 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” 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 efficiently and effectively integrate acquired operations;
our ability to sustain and grow revenues and cash flow from operations by offering video, Internet, voice, mobile, advertising and other services to residential and commercial customers, to adequately meet the customer experience demands in our markets 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 operators, wireless broadband and telephone providers, digital subscriber line (“DSL”) providers, fiber to the home providers, video provided over the Internet by (i) market participants that have not historically competed in the multichannel video business, (ii) traditional multichannel video distributors, and (iii) content providers that have historically licensed cable networks to multichannel video distributors, and providers of advertising over the Internet;
general business conditions, economic uncertainty or downturn, unemployment levels and the level of activity in the housing sector;
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);
our ability to develop and deploy new products and technologies including mobile products, our cloud-based user interface, Spectrum Guide®, and downloadable security for set-top boxes, and any other cloud-based consumer services and service platforms;
the effects of governmental regulation on our business including costs, disruptions and possible limitations on operating flexibility related to, and our ability to comply with, regulatory conditions applicable to us as a result of the Time Warner Cable Inc. and Bright House Networks, LLC transactions;
any events that disrupt our networks, information systems or properties and impair our operating activities or our reputation;
the ability to retain and hire key personnel;
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.


ii



PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.

CCO HOLDINGS, LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in millions)
March 31,
2018
 December 31,
2017
June 30,
2018
 December 31,
2017
(unaudited)  (unaudited)  
ASSETS      
CURRENT ASSETS:      
Cash and cash equivalents$291
 $330
$484
 $330
Accounts receivable, less allowance for doubtful accounts of      
$120 and $113, respectively1,374
 1,611
$126 and $113, respectively1,591
 1,611
Prepaid expenses and other current assets351
 243
295
 243
Total current assets2,016
 2,184
2,370
 2,184
      
INVESTMENT IN CABLE PROPERTIES:      
Property, plant and equipment, net of accumulated      
depreciation of $19,764 and $18,049, respectively33,668
 33,552
depreciation of $20,015 and $18,049, respectively34,081
 33,552
Customer relationships, net11,315
 11,951
10,710
 11,951
Franchises67,319
 67,319
67,319
 67,319
Goodwill29,554
 29,554
29,554
 29,554
Total investment in cable properties, net141,856
 142,376
141,664
 142,376
      
OTHER NONCURRENT ASSETS1,353
 1,133
1,291
 1,133
      
Total assets$145,225
 $145,693
$145,325
 $145,693
      
LIABILITIES AND MEMBER’S EQUITY      
CURRENT LIABILITIES:      
Accounts payable and accrued liabilities$7,457
 $8,141
$7,799
 $8,141
Payables to related party429
 635
474
 635
Current portion of long-term debt3,340
 2,045
5,387
 2,045
Total current liabilities11,226
 10,821
13,660
 10,821
      
LONG-TERM DEBT67,609
 68,186
66,730
 68,186
LOANS PAYABLE - RELATED PARTY911
 888
920
 888
DEFERRED INCOME TAXES32
 32
32
 32
OTHER LONG-TERM LIABILITIES2,152
 2,184
2,165
 2,184
      
MEMBER’S EQUITY:      
Member's equity63,273
 63,559
61,796
 63,559
Accumulated other comprehensive loss(1) (1)(2) (1)
Total CCO Holdings member's equity63,272
 63,558
61,794
 63,558
Noncontrolling interests23
 24
24
 24
Total member’s equity63,295
 63,582
61,818
 63,582
      
Total liabilities and member’s equity$145,225
 $145,693
$145,325
 $145,693


CCO HOLDINGS, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in millions)
Unaudited
Three Months Ended March 31,Three Months Ended June 30, Six Months Ended June 30,
2018 20172018 2017 2018 2017
REVENUES$10,653
 $10,164
$10,850
 $10,357
 $21,503
 $20,521
          
COSTS AND EXPENSES:          
Operating costs and expenses (exclusive of items shown separately below)6,842
 6,584
6,882
 6,582
 13,724
 13,166
Depreciation and amortization2,707
 2,548
2,590
 2,592
 5,297
 5,140
Other operating expenses, net65
 94
29
 135
 94
 229
9,614
 9,226
9,501
 9,309
 19,115
 18,535
Income from operations1,039
 938
1,349
 1,048
 2,388
 1,986
          
OTHER EXPENSES:          
Interest expense, net(858) (719)(888) (754) (1,746) (1,473)
Loss on extinguishment of debt
 (34)
 (1) 
 (35)
Gain on financial instruments, net63
 38
Other income, net18
 13
Loss on financial instruments, net(75) (70) (12) (32)
Other income (expense), net(23) 13
 (5) 26
(777) (702)(986) (812) (1,763) (1,514)
          
Income before income taxes262
 236
363
 236
 625
 472
Income tax benefit (expense)2
 (19)
Income tax expense(7) (10) (5) (29)
Consolidated net income$264
 $217
356
 226
 620
 443
Less: Net income attributable to noncontrolling interests(1) (1) (1) (1)
Net income attributable to CCO Holdings member$355
 $225
 $619
 $442



CCO HOLDINGS, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(dollars in millions)
Unaudited
Three Months Ended March 31,Three Months Ended June 30, Six Months Ended June 30,
2018 20172018 2017 2018 2017
Consolidated net income$264
 $217
$356
 $226
 $620
 $443
Foreign currency translation adjustment(1) 
 (1) 
Net impact of interest rate derivative instruments
 1

 2
 
 3
Consolidated comprehensive income$264
 $218
355
 228
 619
 446
Less: Comprehensive income attributable to noncontrolling interests(1) (1) (1) (1)
Comprehensive income attributable to CCO Holdings member$354
 $227
 $618
 $445


CCO HOLDINGS, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in millions)
Unaudited
Three Months Ended March 31,Six Months Ended June 30,
2018 20172018 2017
CASH FLOWS FROM OPERATING ACTIVITIES:      
Consolidated net income$264
 $217
$620
 $443
Adjustments to reconcile consolidated net income to net cash flows from operating activities:      
Depreciation and amortization2,707
 2,548
5,297
 5,140
Stock compensation expense72
 69
142
 134
Accelerated vesting of equity awards5
 17
5
 37
Noncash interest income, net(89) (108)(177) (196)
Loss on extinguishment of debt
 34

 35
Gain on financial instruments, net(63) (38)
Loss on financial instruments, net12
 32
Deferred income taxes
 14

 16
Other, net(3) (17)11
 (29)
Changes in operating assets and liabilities, net of effects from acquisitions:      
Accounts receivable237
 241
20
 79
Prepaid expenses and other assets(117) (58)(78) 16
Accounts payable, accrued liabilities and other(195) (244)1
 (56)
Receivables from and payables to related party, including deferred management fees(182) (11)(137) (23)
Net cash flows from operating activities2,636
 2,664
5,716
 5,628
      
CASH FLOWS FROM INVESTING ACTIVITIES:      
Purchases of property, plant and equipment(2,183) (1,555)(4,574) (3,703)
Change in accrued expenses related to capital expenditures(565) (150)(466) 197
Other, net10
 (7)(55) (49)
Net cash flows from investing activities(2,738) (1,712)(5,095) (3,555)
      
CASH FLOWS FROM FINANCING ACTIVITIES:      
Borrowings of long-term debt2,929
 4,640
5,628
 7,146
Repayments of long-term debt(2,185) (3,475)(3,500) (5,529)
Borrowings (repayments) of loans payable - related parties(2) 178
Borrowings of loans payable - related parties7
 178
Payments for debt issuance costs
 (21)(17) (42)
Contributions from parent72
 
77
 
Distributions to parent(747) (856)(2,656) (4,622)
Distributions to noncontrolling interest(1) 
(1) 
Other, net(3) (2)(5) (7)
Net cash flows from financing activities63
 464
(467) (2,876)
      
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS(39) 1,416
154
 (803)
CASH AND CASH EQUIVALENTS, beginning of period330
 1,324
330
 1,324
CASH AND CASH EQUIVALENTS, end of period$291
 $2,740
$484
 $521
      
CASH PAID FOR INTEREST$1,007
 $892
$1,889
 $1,653
CASH PAID FOR TAXES$
 $1
$19
 $20


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except where indicated)



1.    Organization and Basis of Presentation

Organization

CCO Holdings, LLC (together with its subsidiaries, “CCO Holdings,” or the “Company”) is the second largest cable operator in the United States and a leading broadband communications company providing video, Internet and voice services to residential and business customers. The Company also recently launched its mobile service to residential customers. In addition, the Company sells video and online advertising inventory to local, regional and national advertising customers and fiber-delivered communications and managed information technology solutions to larger enterprise customers. The Company also owns and operates regional sports networks and local sports, news and lifestyle channels and sells security and home management services to the residential marketplace.

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

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

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 CCO Holdings' 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; depreciation and amortization costs; purchase accounting valuations of assets and liabilities including, but not limited to, property, plant and equipment, intangibles and goodwill; pension benefits; income taxes; contingencies and programming expense. Actual results could differ from those estimates.

Certain prior period amounts have been reclassified to conform with the 2018 presentation.



5


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except where indicated)


2.   ��Franchises, Goodwill and Other Intangible Assets

Indefinite-lived and finite-lived intangible assets consist of the following as of March 31,June 30, 2018 and December 31, 2017:

 March 31, 2018 December 31, 2017 June 30, 2018 December 31, 2017
 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount
Indefinite-lived intangible assets:                        
Franchises $67,319
 $
 $67,319
 $67,319
 $
 $67,319
 $67,319
 $
 $67,319
 $67,319
 $
 $67,319
Goodwill 29,554
 
 29,554
 29,554
 
 29,554
 29,554
 
 29,554
 29,554
 
 29,554
 $96,873
 $
 $96,873
 $96,873
 $
 $96,873
 $96,873
 $
 $96,873
 $96,873
 $
 $96,873
                        
Finite-lived intangible assets:                        
Customer relationships $18,229
 $(6,914) $11,315
 $18,229
 $(6,278) $11,951
 $18,229
 $(7,519) $10,710
 $18,229
 $(6,278) $11,951
Other intangible assets 341
 (63) 278
 731
 (201) 530
 354
 (72) 282
 731
 (201) 530
 $18,570
 $(6,977) $11,593
 $18,960
 $(6,479) $12,481
 $18,583
 $(7,591) $10,992
 $18,960
 $(6,479) $12,481

Amortization expense related to customer relationships and other intangible assets for the three and six months ended March 31,June 30, 2018 and 2017 was $645$614 million and $726$1.3 billion, respectively, and $695 million and $1.4 billion for the three and six months ended June 30, 2017, respectively. Effective January 1, 2018 with the adoption of Accounting Standards Update (“ASU”) 2014-09, up-front fees paid to market and serve customers who reside in residential multiple dwelling units (“MDUs”) are no longer recorded as intangibles and amortized to depreciation and amortization expense, but are now being recorded as noncurrent assets and are amortized to operating costs and expenses. See Note 15.
    
The Company expects amortization expense on its finite-lived intangible assets will be as follows:

Nine months ended December 31, 2018 $1,776
Six months ended December 31, 2018 $1,163
2019 2,146
 2,148
2020 1,864
 1,866
2021 1,589
 1,591
2022 1,319
 1,320
Thereafter 2,899
 2,904
 $11,593
 $10,992

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



6


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except where indicated)


3.    Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consist of the following as of March 31,June 30, 2018 and December 31, 2017:

March 31, 2018 December 31, 2017June 30, 2018 December 31, 2017
Accounts payable – trade$575
 $673
$662
 $673
Deferred revenue472
 395
486
 395
Accrued liabilities:      
Programming costs2,070
 1,907
2,082
 1,907
Labor635
 747
657
 747
Capital expenditures1,363
 1,935
1,467
 1,935
Interest985
 1,054
1,071
 1,054
Taxes and regulatory fees504
 548
547
 548
Other853
 882
827
 882
$7,457
 $8,141
$7,799
 $8,141

4.    Long-Term Debt

Long-term debt consists of the following as of March 31,June 30, 2018 and December 31, 2017:

March 31, 2018 December 31, 2017June 30, 2018 December 31, 2017
Principal Amount Accreted Value Principal Amount Accreted ValuePrincipal Amount Accreted Value Principal Amount Accreted Value
CCO Holdings, LLC:              
5.250% senior notes due March 15, 2021$500
 $497
 $500
 $497
$500
 $498
 $500
 $497
5.250% senior notes due September 30, 20221,250
 1,235
 1,250
 1,235
1,250
 1,236
 1,250
 1,235
5.125% senior notes due February 15, 20231,000
 993
 1,000
 993
1,000
 993
 1,000
 993
4.000% senior notes due March 1, 2023500
 496
 500
 495
500
 497
 500
 495
5.125% senior notes due May 1, 20231,150
 1,143
 1,150
 1,143
1,150
 1,143
 1,150
 1,143
5.750% senior notes due September 1, 2023500
 496
 500
 496
500
 496
 500
 496
5.750% senior notes due January 15, 20241,000
 992
 1,000
 992
1,000
 993
 1,000
 992
5.875% senior notes due April 1, 20241,700
 1,687
 1,700
 1,687
1,700
 1,687
 1,700
 1,687
5.375% senior notes due May 1, 2025750
 745
 750
 745
750
 745
 750
 745
5.750% senior notes due February 15, 20262,500
 2,465
 2,500
 2,464
2,500
 2,465
 2,500
 2,464
5.500% senior notes due May 1, 20261,500
 1,489
 1,500
 1,489
1,500
 1,489
 1,500
 1,489
5.875% senior notes due May 1, 2027800
 795
 800
 794
800
 795
 800
 794
5.125% senior notes due May 1, 20273,250
 3,217
 3,250
 3,216
3,250
 3,218
 3,250
 3,216
5.000% senior notes due February 1, 20282,500
 2,463
 2,500
 2,462
2,500
 2,464
 2,500
 2,462
Charter Communications Operating, LLC:              
3.579% senior notes due July 23, 20202,000
 1,989
 2,000
 1,988
2,000
 1,990
 2,000
 1,988
4.464% senior notes due July 23, 20223,000
 2,979
 3,000
 2,977
3,000
 2,980
 3,000
 2,977
4.908% senior notes due July 23, 20254,500
 4,463
 4,500
 4,462
4,500
 4,464
 4,500
 4,462
3.750% senior notes due February 15, 20281,000
 985
 1,000
 985
1,000
 986
 1,000
 985
4.200% senior notes due March 15, 20281,250
 1,238
 1,250
 1,238
1,250
 1,239
 1,250
 1,238
6.384% senior notes due October 23, 20352,000
 1,981
 2,000
 1,981
2,000
 1,981
 2,000
 1,981
5.375% senior notes due April 1, 2038800
 785
 
 
6.484% senior notes due October 23, 20453,500
 3,466
 3,500
 3,466
3,500
 3,466
 3,500
 3,466
5.375% senior notes due May 1, 20472,500
 2,506
 2,500
 2,506
2,500
 2,506
 2,500
 2,506
6.834% senior notes due October 23, 2055500
 495
 500
 495


7


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except where indicated)


5.750% senior notes due April 1, 20481,700
 1,683
 
 
6.834% senior notes due October 23, 2055500
 495
 500
 495
Credit facilities10,223
 10,135
 9,479
 9,387
9,121
 9,036
 9,479
 9,387
Time Warner Cable, LLC:              
6.750% senior notes due July 1, 20182,000
 2,023
 2,000
 2,045
2,000
 2,000
 2,000
 2,045
8.750% senior notes due February 14, 20191,250
 1,317
 1,250
 1,337
1,250
 1,298
 1,250
 1,337
8.250% senior notes due April 1, 20192,000
 2,119
 2,000
 2,148
2,000
 2,089
 2,000
 2,148
5.000% senior notes due February 1, 20201,500
 1,569
 1,500
 1,579
1,500
 1,560
 1,500
 1,579
4.125% senior notes due February 15, 2021700
 728
 700
 730
700
 726
 700
 730
4.000% senior notes due September 1, 20211,000
 1,042
 1,000
 1,045
1,000
 1,039
 1,000
 1,045
5.750% sterling senior notes due June 2, 2031 (a)
876
 945
 845
 912
825
 889
 845
 912
6.550% senior debentures due May 1, 20371,500
 1,685
 1,500
 1,686
1,500
 1,683
 1,500
 1,686
7.300% senior debentures due July 1, 20381,500
 1,786
 1,500
 1,788
1,500
 1,784
 1,500
 1,788
6.750% senior debentures due June 15, 20391,500
 1,723
 1,500
 1,724
1,500
 1,721
 1,500
 1,724
5.875% senior debentures due November 15, 20401,200
 1,257
 1,200
 1,258
1,200
 1,257
 1,200
 1,258
5.500% senior debentures due September 1, 20411,250
 1,258
 1,250
 1,258
1,250
 1,258
 1,250
 1,258
5.250% sterling senior notes due July 15, 2042 (b)
912
 879
 879
 847
859
 827
 879
 847
4.500% senior debentures due September 15, 20421,250
 1,138
 1,250
 1,137
1,250
 1,139
 1,250
 1,137
Time Warner Cable Enterprises LLC:              
8.375% senior debentures due March 15, 20231,000
 1,222
 1,000
 1,232
1,000
 1,212
 1,000
 1,232
8.375% senior debentures due July 15, 20331,000
 1,308
 1,000
 1,312
1,000
 1,305
 1,000
 1,312
Total debt69,811
 70,949
 69,003
 70,231
71,105
 72,117
 69,003
 70,231
Less current portion:              
6.750% senior notes due July 1, 2018(2,000) (2,023) (2,000) (2,045)(2,000) (2,000) (2,000) (2,045)
8.750% senior notes due February 14, 2019(1,250) (1,317) 
 
(1,250) (1,298) 
 
8.250% senior notes due April 1, 2019(2,000) (2,089) 
 
Long-term debt$66,561
 $67,609
 $67,003
 $68,186
$65,855
 $66,730
 $67,003
 $68,186

(a) 
Principal amount includes £625 million valued at $876$825 million and $845 million as of March 31,June 30, 2018 and December 31, 2017, respectively, using the exchange rate at the respective dates.
(b) 
Principal amount includes £650 million valued at $912$859 million and $879 million as of March 31,June 30, 2018 and December 31, 2017, respectively, using the exchange rate at the respective dates.

The accreted values presented in the table above represent the principal amount of the debt less the original issue discount at the time of sale, deferred financing costs, and, in regards to Time Warner Cable, LLC and Time Warner Cable Enterprises LLC debt assumed, fair value premium adjustments as a result of applying acquisition accounting plus the accretion of those amounts to the balance sheet date. However, the amount that is currently payable if the debt becomes immediately due is equal to the principal amount of the debt. In regards to the fixed-rate British pound sterling denominated notes (the “Sterling Notes”), the principal amount of the debt and any premium or discount into USU.S. dollars is remeasured as of each balance sheet date. See Note 6. The Company has availability under the Charter Operating credit facilities of approximately $2.83.9 billion as of March 31,June 30, 2018.

During the three months ended March 31, 2017, CCO Holdings and CCO Holdings Capital Corp. jointly issued $2.0 billion aggregate principal amount of 5.125% senior notes due May 1, 2027. The net proceeds, as well as cash on hand, were used in February and April 2017 to repurchase $2.75 billion of various series of senior unsecured notes, pay related fees and expenses as well as for general corporate purposes. For the three months ended March 31, 2017, the Company recorded a loss on extinguishment of debt of $33 million related to the notes repurchased in February 2017.

In January 2017, Charter Operating entered into an amendment to its Amended and Restated Credit Agreement dated May 18, 2016 (the “Credit Agreement”) decreasing the applicable LIBOR margins and eliminating the LIBOR floors on certain term loans outstanding at that time. The Company recorded a loss on extinguishment of debt of $1 million for the three months ended March 31, 2017 related to these transactions.

In April 2018, Charter Operating and Charter Communications Operating Capital Corp. jointly issued $800 million aggregate principal amount of 5.375% senior notes due April 1, 2038 at a price of 98.846% of the aggregate principal amount and $1.7 billion


8


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except where indicated)


aggregate principal amount of 5.750% senior notes due April 1, 2048 at a price of 99.706% of the aggregate principal amount. The net proceeds, together with cash on hand, will bewere used to repay certain existing indebtedness, including to repurchase or redeemthe redemption of all of the outstanding $2.0 billion in aggregate principal amount of Time Warner Cable, LLC’s 6.750% notes due July 1, 2018, to pay related fees and expenses and for general corporate purposes, including distributions to the Company's parent companies to fund buybacks of Charter Class A common stock or Charter Holdings common units.

In July 2018, Charter Operating and Charter Communications Operating Capital Corp. jointly issued $400 million aggregate


8


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except where indicated)


principal amount of senior floating rate notes due February 1, 2024 and $1.1 billion aggregate principal amount of 4.500% senior notes due February 1, 2024 at a price of 99.893% of the aggregate principal amount. Interest on the floating rate notes accrues at LIBOR plus 1.650%. The net proceeds will be used to pay related fees and expenses and for general corporate purposes, including distributions to the Company's parent companies to fund potential buybacks of Charter Class A common stock or Charter Holdings common units.

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

The Charter Operating notes are subject to the terms and conditions of the indenture governing the Charter Operating notes. The Charter Operating notes contain customary representations and warranties and affirmative covenants with limited negative covenants. The Charter Operating indenture also contains customary events of default.

Loss on extinguishment of debt consisted of the following for the three and six months ended June 30, 2017.

 Three Months Ended June 30, Six Months Ended June 30,
 2017 2017
CCO Holdings notes redemption$
 $(33)
Time Warner Cable, LLC notes redemption(1) (1)
Charter Operating credit facility refinancing
 (1)
 $(1) $(35)

5.    Loans Payable - Related Party

Loans payable - related party as of March 31,June 30, 2018 and December 31, 2017 consists of loans from Charter Communications Holdings Company, LLC (“Charter Holdco”) to the Company of $674 million and $655 million, respectively, and loans from Charter to the Company of $237$246 million and $233 million, respectively. Interest accruesaccrued on loans payable - related party at LIBOR plus 1.50% and 1.75% as of March 31,during the periods ending June 30, 2018 and December 31, 2017, respectively.

6.     Accounting for Derivative Instruments and Hedging Activities

The Company uses derivative instruments to manage foreign exchange risk on the Sterling Notes, and does not hold or issue derivative instruments for speculative trading purposes.

Cross-currency derivative instruments are used to effectively convert £1.275 billion aggregate principal amount of fixed-rate British pound sterling denominated debt, including annual interest payments and the payment of principal at maturity, to fixed-rate U.S. dollar denominated debt. The cross-currency swaps have maturities of June 2031 and July 2042. The Company is required to post collateral on the cross-currency derivative instruments when the derivative contracts are in a liability position. In May 2016, the Company entered into a collateral holiday agreement for 80% of both the 2031 and 2042 cross-currency swaps, which eliminates the requirement to post collateral for three years. The fair value of the Company's cross-currency derivatives on its consolidated balance sheets was $103$78 million included in other noncurrent assets and $25 million included in other long-term liabilities as of March 31,June 30, 2018 and December 31, 2017, respectively.

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


9


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except where indicated)



The effect of financial instruments on the consolidated statements of operations is presented in the table below.
Three Months Ended March 31,Three Months Ended June 30, Six Months Ended June 30,
2018 20172018 2017 2018 2017
Gain on Financial Instruments, Net:   
Loss on Financial Instruments, Net:       
Change in fair value of cross-currency derivative instruments$128
 $65
(181) (7) $(53) $58
Foreign currency remeasurement of Sterling Notes to U.S. dollars(65) (28)106
 (63) 41
 (91)
Other, net
 1

 
 
 1
$63
 $38
$(75) $(70) $(12) $(32)

7.    Fair Value Measurements

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

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



9


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except where indicated)


Financial Assets and Liabilities

The Company has estimated the fair value of its financial instruments as of March 31,June 30, 2018 and December 31, 2017 using available market information or other appropriate valuation methodologies. Considerable judgment, however, is required in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented in the accompanying consolidated financial statements are not necessarily indicative of the amounts the Company would realize in a current market exchange.

The carrying amounts of cash and cash equivalents, receivables, payables and other current assets and liabilities approximate fair value because of the short maturity of those instruments. As of March 31,June 30, 2018 and December 31, 2017, there were no significant concentrations of financial instruments in a single investee, industry or geographic location.

Financial instruments accounted for at fair value on a recurring basis are presented in the table below.

March 31, 2018 December 31, 2017June 30, 2018 December 31, 2017
Level 2 Level 2Level 2 Level 2
Assets   
Cross-currency derivative instruments$103
 $
Liabilities      
Cross-currency derivative instruments$
 $25
$78
 $25

A summary of the carrying value and fair value of debt as of March 31,June 30, 2018 and December 31, 2017 is as follows:

 March 31, 2018 December 31, 2017 June 30, 2018 December 31, 2017
 Carrying Value Fair Value Carrying Value Fair Value Carrying Value Fair Value Carrying Value Fair Value
Senior notes and debentures $60,814
 $61,350
 $60,844
 $63,443
 $63,081
 $62,010
 $60,844
 $63,443
Credit facilities $10,135
 $10,235
 $9,387
 $9,440
 $9,036
 $9,099
 $9,387
 $9,440



10


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except where indicated)


The estimated fair value of the Company’s senior notes and debentures as of March 31,June 30, 2018 and December 31, 2017 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.

Nonfinancial Assets and Liabilities

The Company’s nonfinancial assets such as equity-method investments, franchises, property, plant, and equipment, and other intangible assets are not measured at fair value on a recurring basis; however, they are subject to fair value adjustments in certain circumstances, such as when there is evidence that an impairment may exist.  No material impairments were recorded during the three and six months ended March 31,June 30, 2018 and 2017.



10


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except where indicated)


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 March 31,Three Months Ended June 30, Six Months Ended June 30,
2018 20172018 2017 2018 2017
Programming$2,752
 $2,604
$2,803
 $2,649
 $5,555
 $5,253
Regulatory, connectivity and produced content533
 498
560
 532
 1,093
 1,030
Costs to service customers1,855
 1,801
1,784
 1,762
 3,638
 3,562
Marketing751
 765
769
 760
 1,520
 1,525
Mobile8
 
33
 
 41
 
Other943
 916
933
 879
 1,877
 1,796
$6,842
 $6,584
$6,882
 $6,582
 $13,724
 $13,166

Programming costs consist primarily of costs paid to programmers for basic, premium, digital, video on demand and pay-per-view programming. Regulatory, connectivity and produced content costs represent payments to franchise and regulatory authorities, costs directly related to providing video, Internet and voice services as well as payments for sports, local and news content produced by the Company. Included in regulatory, connectivity and produced content costs is content acquisition costs for the Los Angeles Lakers’ basketball games and Los Angeles Dodgers’ baseball games, which are recorded as games are exhibited over the applicable season. Costs to service customers include costs related to field operations, network operations and customer care for the Company’s residential and small and medium business customers, including internal and third-party labor for installations, service and repairs, maintenance, bad debt expense, billing and collection, occupancy and vehicle costs. Marketing costs represent the costs of marketing to current and potential commercial and residential customers including labor costs. Mobile costs represent incremental costs incurredrelated to launch the Company's mobile service. 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.
 
9.     Other Operating Expenses, Net

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

Three Months Ended March 31,Three Months Ended June 30, Six Months Ended June 30,
2018 20172018 2017 2018 2017
Merger and restructuring costs$48
 $95
$28
 $131
 $76
 $226
Special charges, net24
 2
7
 4
 31
 6
Gain on sale of assets, net(7) (3)(6) 
 (13) (3)
$65
 $94
$29
 $135
 $94
 $229



11


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except where indicated)


Merger and restructuring costs

Merger and restructuring costs represent costs incurred in connection with merger and acquisition transactions and related restructuring, such as advisory, legal and accounting fees, employee retention costs, employee termination costs related to the acquisition in 2016 of Time Warner Cable Inc. ("TWC") and Bright House Networks, LLC ("Bright House") and other exit costs. The Company expects to incur additional merger and restructuring costs in connection with the acquisition of TWC and Bright House. Changes in accruals for merger and restructuring costs are presented below:

Employee Retention Costs Employee Termination Costs Transaction and Advisory Costs Other Costs TotalEmployee Retention Costs Employee Termination Costs Transaction and Advisory Costs Other Costs Total
Liability, December 31, 2016$7
 $244
 $25
 $
 $276
$7
 $244
 $25
 $
 $276
Costs incurred4
 226
 4
 68
 302
4
 226
 4
 68
 302
Cash paid(10) (298) (12) (60) (380)(10) (298) (12) (60) (380)
Remaining liability, December 31, 20171
 172
 17
 8
 198
1
 172
 17
 8
 198
Costs incurred
 37
 
 6
 43

 49
 1
 21
 71
Cash paid
 (90) 
 
 (90)
 (128) 
 (16) (144)
Remaining liability, March 31, 2018$1
 $119
 $17
 $14
 $151
Remaining liability, June 30, 2018$1
 $93
 $18
 $13
 $125

In addition to the costs incurred indicated above, the Company recorded $5 million and $17 million of expense related to accelerated vesting of equity awards of terminated employees during the threesix months ended March 31,June 30, 2018, and $20 million and $37 million during the three and six months ended June 30, 2017, respectively.

Special charges, net

Special charges, net primarily includes a $22 million charge related to the Company's withdrawal liability from a multiemployer pension plan, employee termination costs not related to the acquisition of TWC and Bright House and net amounts of litigation settlements. For the six months ended June 30, 2018, special charges, net also included a $22 million charge related to the Company's withdrawal liability from a multiemployer pension plan.

Gain on sale of assets, net

Gain on sale of assets, net represents the net gain recognized on the sales and disposals of fixed assets and cable systems.

10.    Income Taxes

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

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

For the three months ended March 31, 2018 and 2017, theThe Company recorded income tax benefitexpense of $2$7 million and income tax expense of $19$5 million for the three and six months ended June 30, 2018, respectively, and $10 million and $29 million for the three and six months ended June 30, 2017, respectively. Income tax expense is generally recognized through increases in deferred tax liabilities as well as through current federal and state income tax expense. The income tax benefit for the three months ended March 31, 2018 wasdecreased year over year primarily the result ofdue to audit settlements previously recorded as uncertain tax positions offset by state income tax accruals.accruals.

The Company has reported provisional amounts for the income tax effects of Tax Cuts & Jobs Act (“Tax Reform”) for which the accounting is incomplete but a reasonable estimate could be determined. There were no specific impacts of Tax Reform that could not be reasonably estimated which the Company accounted for under prior tax law. Based on a continued analysis of the estimates


12


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except where indicated)


and further guidance on the application of the law, it is anticipated that additional revisions may occur throughout the allowable measurement period.

In determining the Company’s tax provision for financial reporting purposes, the Company establishes a reserve for uncertain tax positions unless such positions are determined to be “more likely than not” of being sustained upon examination, based on their technical merits. There is considerable judgment involved in making such a determination. The Company has recorded unrecognized tax benefits totaling approximately $125$124 million and $134 million, excluding interest and penalties, as of March 31,June 30, 2018 and December 31, 2017, respectively. The Company does not currently anticipate that its reserve for uncertain tax positions will significantly increase or decrease during 2018; however, various events could cause the Company’s current expectations to change in the future. These uncertain tax positions, if ever recognized in the financial statements, would be recorded in the consolidated statements of operations as part of the income tax provision.

No tax years for Charter Charter Holdings, or Charter Holdco, the Company's indirect parent companies, for income tax purposes, are currently under examination by the Internal Revenue Service ("IRS"). Charter and Charter Holdings'Charter's 2016 and 2017 tax years remain open for examination and assessment. Charter’s tax years ending 2014 through the short period return dated May 17, 2016 (prior to the acquisition of TWC and Bright House) remain subject to examination and assessment. Years prior to 2014 remain open solely for purposes of examination of Charter’s loss and credit carryforwards. The IRS is currently examining Charter Holdings’ income tax return for 2016. Charter Holdings’ 2017 tax year remains open for examination. The IRS is currently examining TWC’s income tax returns for 2011 through 2014. TWC’s tax year 2015 remains subject to examination and assessment. Prior to TWC’s separation from Time Warner Inc. (“Time Warner”) in March 2009 (the “Separation”), TWC was included in the consolidated U.S. federal and certain state income tax returns of Time Warner. The IRS is currently examining Time Warner’s 2008 through 2010 income tax returns. The Company does not anticipate that these examinations will have a material impact on the Company’s consolidated financial position or results of operations. In addition, the Company is also subject to ongoing examinations of the Company’s tax returns by state and local tax authorities for various periods. Activity related to these state and local examinations did not have a material impact on the Company’s consolidated financial position or results of operations during the three and six months ended March 31,June 30, 2018, nor does the Company anticipate a material impact in the future.

11.     Related Party Transactions

The following sets forth certain transactions in which the Company and the directors, executive officers, and affiliates of the Company are involved.

Liberty Broadband and A/N

Under the terms of the Amended and Restated Stockholders Agreement with Liberty Broadband Corporation (“Liberty Broadband”), A/N and Charter, dated May 23, 2015, the number of Charter’s directors is fixed at 13, and includes its CEO. Two designees selected by A/N are members of the board of directors of Charter and three designees selected by Liberty Broadband are members of the board of directors of Charter. The remaining eight directors are not affiliated with either A/N or Liberty Broadband. Each of A/N and Liberty Broadband is entitled to nominate at least one director to each of the committees of Charter’s board of directors, subject to applicable stock exchange listing rules and certain specified voting or equity ownership thresholds for each of A/N and Liberty Broadband, and provided that the Nominating and Corporate Governance Committee and the Compensation and Benefit Committee each have at least a majority of directors independent from A/N, Liberty Broadband and Charter (referred to as the “unaffiliated directors”). Each of the Nominating and Corporate Governance Committee and the Compensation and Benefits Committee is currently comprised of three unaffiliated directors and one designee of each of A/N and Liberty Broadband. A/N and Liberty Broadband also have certain other committee designation and other governance rights. Mr. Thomas Rutledge, the Company’s CEO, is the chairman of the board of Charter.

In December 2017, Charter and A/N entered into an amendment to the letter agreement (the “Letter Agreement”) that requires A/N to sell to Charter or to Charter Holdings, on a monthly basis, a number of shares of Charter Class A common stock or Charter Holdings common units that represents a pro rata participation by A/N and its affiliates in any repurchases of shares of Charter Class A common stock from persons other than A/N effected by Charter during the immediately preceding calendar month, at a purchase price equal to the average price paid by Charter for the shares repurchased from persons other than A/N during such immediately preceding calendar month. A/N and Charter both have the right to terminate or suspend the pro rata repurchase arrangement on a prospective basis once Charter or Charter Holdings have repurchased shares of Class A common stock or Charter Holdings common units from A/N and its affiliates for an aggregate purchase price of $400 million.



13


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except where indicated)



The Company is aware that Dr. John Malone may be deemed to have a 37.5% voting interest in Qurate Retail, Inc. (formerly("Qurate," formerly known as Liberty Interactive Corporation (“Liberty Interactive”))Corporation) and is chairman ofon the board of directors an executive officer position, of Liberty Interactive. Liberty InteractiveQurate. Qurate wholly owns HSN, Inc. (“HSN”) and QVC, Inc. (“QVC”). The Company has programming relationships with HSN and QVC. For the three and six months ended March 31,June 30, 2018, the Company recorded revenue in aggregate of approximately $17 million and $33 million, respectively, and for the three and six months ended June 30, 2017, the Company recorded revenue in aggregate of approximately $16 million and $17$33 million, respectively, from HSN and QVC as part of channel carriage fees and revenue sharing arrangements for home shopping sales made to customers in the Company’s footprint.

Dr. Malone and Mr. Steven Miron, each a member of Charter’s board of directors, also serve on the board of directors of Discovery Communications, Inc., (“Discovery”). The Company is aware that Dr. Malone owns 93.6% of the series B common stock of Discovery, 6% of the series C common stock of Discovery and has a 28% voting interest in Discovery for the election of directors. The Company is aware that Advance/Newhouse Programming Partnership (“A/N PP”), an affiliate of A/N and inof which Mr. Miron is the CEO, owns 100% of the Series AA-1 preferred stock of Discovery and 100% of the Series CC-1 preferred stock of Discovery and has a 24.2% voting interest for the election of directors. A/N PP has the right to appoint three directors out of a total of eleven directors to Discovery’s board to be elected by the holders of Discovery’s Series AA-1 preferred stock. In addition, Dr. Malone is a member of the board of directors of Lions Gate Entertainment Corp. (“Lions Gate”, parent company of Starz, Inc.) and owns approximately 5.5% in the aggregate of the common stock7.9% of Lions GateGate's Class A voting shares and 5.5% of Lions Gate's Class B non-voting shares and has 7.9% of the voting power, pursuant to his ownership of Lions Gate Class A voting shares. Lions Gate reported in July 2018 that Dr. Malone notified it of his intention to retire from the Lions Gate board of directors effective as of their annual meeting of shareholders in September 2018. The Company purchases programming from both Discovery and Lions Gate pursuant to agreements entered into prior to Dr. Malone and Mr. Miron joining Charter’s board of directors. Based on publicly available information, the Company does not believe that either Discovery or Lions Gate would currently be considered related parties. The amounts paid in the aggregate to Discovery and Lions Gate represent less than 3% of total operating costs and expenses for the three and six months ended March 31,June 30, 2018 and 2017.

Equity Investments

The Company and its parent companies have agreements with certain equity-method investees pursuant to which the Company has made or received related party transaction payments. The Company and its parent companies recorded payments to equity-method investees totaling $63$86 million and $68$149 million during the three and six months ended March 31,June 30, 2018, respectively, and $78 million and $146 million during the three and six months ended June 30, 2017, respectively.

12.     Contingencies

In August 2015, a purported stockholder of Charter, Matthew Sciabacucchi, filed a lawsuit in the Delaware Court of Chancery, on behalf of a putative class of Charter stockholders, challenging the transactions betweeninvolving Charter, TWC, A/N, and Liberty Broadband announced by Charter on May 26, 2015. The lawsuit, nameswhich named as defendants Liberty Broadband, theCharter and its board of directors, of Charter and Charter. Plaintiff allegesalleged that the challenged transactions with Liberty improperly benefitresulted from breaches of fiduciary duty by Charter’s directors and that Liberty Broadband improperly benefited from the challenged transactions at the expense of other Charter shareholders.stockholders. Charter filed a motionand its directors moved to dismiss this litigation. Thethe lawsuit. In July 2018, the Court of Chancery has not yet made a final ruling ongranted the motion in part and denied it in part, thus permitting the lawsuit to dismiss.proceed to the discovery phase. Charter denies any liability, believes that it has substantial defenses, and intends to vigorously defend this suit.lawsuit. Although Charter is unable to predict the outcome of this lawsuit, it does not expect the outcome will have a material effect on its operations, financial condition or cash flows.

The California Attorney General and the Alameda County, California District Attorney are investigating whether certain of Charter’s waste disposal policies, procedures and practices are in violation of the California Business and Professions Code and the California Health and Safety Code. That investigation was commenced in January 2014. A similar investigation involving TWC was initiated in February 2012. Charter is cooperating with these investigations. While the Company is unable to predict the outcome of these investigations, it does not expect that the outcome will have a material effect on its operations, financial condition, or cash flows.

On December 19, 2011, Sprint Communications Company L.P. (“Sprint”) filed a complaint in the U.S. District Court for the District of Kansas alleging that TWC infringed certain U.S. patents purportedly relating to Voice over Internet Protocol (“VoIP”) services. A trial began on February 13, 2017.  On March 3, 2017 the jury returned a verdict of $140 million against TWC and further concluded that TWC had willfully infringed Sprint’s patents. The court subsequently declined to enhance the damage


14


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except where indicated)


award as a result of the purported willful infringement and awarded Sprint an additional $6 million, representing pre-judgment interest on the damages award. The Company has appealed the case to the United States Court of Appeals for the Federal Circuit. In addition to its appeal, the Company continues to pursue indemnity from one of its vendors and has brought a patent suit against Sprint (TC Tech, LLC v. Sprint) in the U.S. District Court for the District of Delaware implicating Sprint's LTE technology.  The impact of the Sprint verdict was reflected in the measurement period adjustments to net current liabilities. The Company does not


14


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except where indicated)


expect that the outcome of this litigation will have a material adverse effect on its operations or financial condition.  The ultimate outcome of this litigation or the pursuit of indemnity against the Company’s vendor cannot be predicted.
 
Subsequently,Sprint filed a second suit against Charter on December 2, 2017 Sprint filed suit against Charter in the United States District Court for the District of Delaware. The newThis suit alleges infringement of 15 patents related to the Company's provision of voiceVoIP services (ten of which were already asserted against Legacy TWC in the matter described above). Charter is investigating the allegations and will vigorously defend this case. While the Company is unable to predict the outcome of its investigations, it does not expect that this litigation will have a material effect on its operations, financial condition, or cash flows.

Sprint filed a third suit against Charter on May 17, 2018 in the United States District Court for the Eastern District of Virginia. This suit alleges infringement of three patents related to the Company's video on demand services. The Company is investigating the allegations and will vigorously defend this case. While the Company is unable to predict the outcome of its investigations, it does not expect that this litigation will have a material effect on its operations, financial condition, or cash flows.

On October 23, 2015, the New York Office of the Attorney General (the “NY AG”) began an investigation of TWC's advertised Internet speeds and other Internet product advertising. On February 1, 2017, the NY AG filed suit in the Supreme Court for the State of New York alleging that TWC's advertising of Internet speeds was false and misleading. The suit seeks restitution and injunctive relief. The Company's motion to dismiss the NY AG’s complaint was denied by the trial court and the Company has appealed the ruling. The Company intends to defend itself vigorously. Although no assurances can be made that such defenses would ultimately be successful, the Company does not expect that the outcome of this litigation will have a material adverse effect on its operations, financial condition or cash flows.

In addition to the Sprint litigation described above, the Company and its parent companies are defendants or co-defendants in several additional lawsuits involving alleged infringement of various patents relating to various aspects of their businesses. Other industry participants are also defendants in certain of these cases. In the event that a court ultimately determines that the Company infringes on any intellectual property rights, the Company may be subject to substantial damages and/or an injunction that could require the Company or its vendors to modify certain products and services the Company offers to its subscribers, as well as negotiate royalty or license agreements with respect to the patents at issue. While the Company believes the lawsuits are without merit and intends to defend the actions vigorously, no assurance can be given that any adverse outcome would not be material to the Company’s consolidated financial condition, results of operations, or liquidity. The Company cannot predict the outcome of any such claims nor can it reasonably estimate a range of possible loss.

The Company and its parent companies are parties to other lawsuits, claims and regulatory inquiries that arise in the ordinary course of conducting their business. The ultimate outcome of these other legal matters pending against the Company cannot be predicted, 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.

13.     Stock Compensation Plans

Charter’s 2009 Stock Incentive Plan provides for grants of nonqualified stock options, incentive stock options, stock appreciation rights, dividend equivalent rights, performance units and performance shares, share awards, phantom stock, restricted stock units and restricted stock.  Directors, officers and other employees of the Company and its subsidiaries, as well as others performing consulting services for the Company, are eligible for grants under the 2009 Stock Incentive Plan.



15


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except where indicated)


Charter granted the following equity awards for the periods presented.

Three Months Ended March 31,Three Months Ended June 30, Six Months Ended June 30,
2018 20172018 2017 2018 2017
Stock options1,429,800
 1,102,600
36,700
 42,600
 1,466,500
 1,145,200
Restricted stock
 
9,700
 9,500
 9,700
 9,500
Restricted stock units483,700
 268,200
21,700
 9,500
 505,400
 277,700

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


15


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except where indicated)



As of March 31,June 30, 2018, total unrecognized compensation remaining to be recognized in future periods totaled $309271 million for stock options, $0.22 million for restricted stock and $301260 million for restricted stock units and the weighted average period over which they are expected to be recognized is threetwo years for stock options, one monthyear for restricted stock and two years for restricted stock units.

The Company recorded $72$70 million and $69$142 million of stock compensation expense for the three and six months ended March 31,June 30, 2018, respectively, and $65 million and $134 million or the three and six months ended and June 30, 2017, respectively, which is included in operating costs and expenses. The Company also recorded $5 million for the six months ended June 30, 2018, and $17$20 million of expenseand $37 million for the three and six months ended March 31, 2018 andJune 30, 2017, respectively, of expense related to accelerated vesting of equity awards of terminated employees, which is recorded in merger and restructuring costs.

14.     Employee Benefit Plans

The Company sponsors two qualified defined benefit pension plans, the TWC Pension Plan and the TWC Union Pension Plan, that provide pension benefits to a majority of employees who were employed by TWC before the acquisition of TWC. The Company also provides a nonqualified defined benefit pension plan for certain employees under the TWC Excess Pension Plan.
 
Pension benefits are based on formulas that reflect the employees’ years of service and compensation during their employment period. Actuarial gains or losses are changes in the amount of either the benefit obligation or the fair value of plan assets resulting from experience different from that assumed or from changes in assumptions. The Company has elected to follow a mark-to-market pension accounting policy for recording the actuarial gains or losses annually during the fourth quarter, or earlier if a remeasurement event occurs during an interim period. No future compensation increases or future service will be credited to participants of the pension plans given the frozen nature of the plans.

The components of net periodic pension benefit for the three and six months ended March 31,June 30, 2018 and 2017 are recorded in other income (expense), net in the consolidated statements of operations and consisted of the following:

Three Months Ended March 31,Three Months Ended June 30, Six Months Ended June 30,
2018 20172018 2017 2018 2017
Interest cost$32
 $34
$(32) $(34) $(64) $(68)
Expected return on plan assets(52) (47)52
 47
 104
 94
Net periodic pension benefit$(20) $(13)$20
 $13
 $40
 $26

The Company made no cash contributions to the qualified pension plans during the three and six months ended March 31,June 30, 2018 and 2017; however, the Company may make discretionary cash contributions to the qualified pension plans in the future. Such contributions will be dependent on a variety of factors, including current and expected interest rates, asset performance, the funded status of the qualified pension plans and management’s judgment. For the nonqualified unfunded pension plan, the Company will continue to make contributions during 2018 to the extent benefits are paid.



16


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except where indicated)


15.     Recently Issued Accounting Standards

Accounting Standards Adopted January 1, 2018

ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”)

In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09 which is a comprehensive revenue recognition standard that will supersedesuperseded nearly all existing revenue recognition guidance under U.S. GAAP. ASU 2014-09 provides a single principles-based, five step model to be applied to all contracts with customers, which steps are to (1) identify the contract(s) with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when each performance obligation is satisfied.



16


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except where indicated)


CharterThe Company adopted ASU 2014-09 as of January 1, 2018 using the modified retrospective transition method with a cumulative-effect adjustment to equity. The adoption of ASU 2014-09 did not have a material impact on the Company’s financial position or results of operation. Previously reported results will not be restated under this transition method. The adoption results in the deferral of residential and small and medium business installation revenues and enterprise commission expenses over a period of time instead of recognized immediately. The adoption also results in the reclassification of the amortization of up-front fees paid to market and serve customers who reside in residential MDUs to operating costs and expenses instead of amortized as an intangible to depreciation and amortization expense.

The January 1, 2018 adoption cumulative-effect adjustment consisted of an increase to other noncurrent assets of $120 million, an increase to accounts payable and accrued liabilities of $71 million, an increase to deferred income tax liabilities of $11 million and an increase to total shareholders’ equity of $38 million. CharterThe Company applied the cumulative-effect methodadjustment to all contracts as of January 1, 2018. Operating results for the three and six months ended March 31,June 30, 2018 are not materially different than results that would have been reported under guidance in effect before application of ASU 2014-09.

Nature of Services

Residential Services

Residential customers are offered video, Internet and voice services primarily on a subscription basis. Residential customers may generally cancel their subscriptions at any time without penalty. Each subscription service provided is accounted for as a distinct performance obligation and revenue is recognized ratably over a one month service period as the subscription services are delivered. Each optional service purchased is generally accounted for as a distinct performance obligation when purchased and revenue is recognized when the service is provided.

Residential video customers have the option to purchase additional tiers of services, as well as video-on-demand (“VOD”) programming and pay-per-view programming on a per-event basis. Video revenues consist primarily of revenues from the selected programming service tier, as well as VOD fees, pay-per-view fees, retransmission fees, regulatory fees, equipment service fees and video installation fees.

Residential Internet customers receive data download and upload services with speeds dependent on the selected tier of service. Customers are also offered a security suite, an in-home WiFi product, and an out-of-home WiFi service. Internet revenues consist primarily of data services, WiFi service fees and Internet installation fees.

Residential voice customers receive unlimited local and long distance calling to United States, Canada, Mexico, and Puerto Rico, voicemail, call waiting, caller ID, call forward and other features. Customers may also purchase international calling either by the minute, or through packages of minutes per month. Voice revenues consist primarily of voice services and regulatory fees.

Small and Medium Business

Small and medium business customers are offered video, Internet and voice services similar to those provided to residential customers. Small and medium business customers may generally cancel their subscriptions at any time without penalty. Each subscription service provided is accounted for as a distinct performance obligation and revenue is recognized ratably over a one month service period as the subscription services are delivered.


17


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except where indicated)



Enterprise Solutions

Enterprise Solutions include fiber-delivered communications and managed information technology solutions to larger businesses, as well as high-capacity last-mile data connectivity services to wirelessmobile and wireline carriers, Internet service providers, and other competitive carriers on a wholesale basis. Services are primarily offered on a subscription basis with a contractually specified and non-cancelable service period. The non-cancelable contract terms for enterprise services generally range from two to seven years. Each subscription service provided is accounted for as a distinct performance obligation and revenue is recognized ratably over the contract period as the subscription services are delivered. Enterprise subscription services are billed as monthly reoccurringrecurring charges to customers and related installation services, if applicable, are billed upon completion of the customer installation. Installation services are not accounted for as distinct performance obligations, but rather a component of the connectivity services, and therefore upfront installation fees are deferred and recognized as revenue over the related contract period.


17


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except where indicated)



Advertising Services

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

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

Three Months Ended March 31,Three Months Ended June 30, Six Months Ended June 30,
2018 20172018 2017 2018 2017
Video$4,297
 $4,079
$4,363
 $4,119
 $8,655
 $8,193
Internet3,708
 3,398
3,770
 3,512
 7,477
 6,909
Voice556
 694
531
 650
 1,087
 1,344
Residential revenue8,561
 8,171
8,664
 8,281
 17,219
 16,446
          
Small and medium business937
 900
915
 890
 1,815
 1,756
Enterprise579
 539
627
 588
 1,249
 1,167
Commercial revenue1,516
 1,439
1,542
 1,478
 3,064
 2,923
          
Advertising sales356
 337
427
 381
 783
 718
Other220
 217
217
 217
 437
 434
$10,653
 $10,164
$10,850
 $10,357
 $21,503
 $20,521

Fees imposed on the Company by various governmental authorities are passed through on a monthly basis to the Company’s customers and are periodically remitted to authorities. Fees of $246$245 million and $235$491 million for the three and six months ended March 31,June 30, 2018, respectively, and $238 million and $473 million for the three and six months ended June 30, 2017, respectively, are reported in video, voice and commercial revenues, on a gross basis with a corresponding operating expense because the Company is acting as a principal. Certain taxes, such as sales taxes imposed on the Company’s customers, collected and remitted to state and local authorities, are recorded on a net basis because the Company is acting as an agent in such situation.

A significant portion of our revenue is derived from customers who may generally cancel their subscriptions at any time without penalty. As such, the amount of revenue related to unsatisfied performance obligations is not necessarily indicative of the future


18


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except where indicated)


revenue to be recognized from our existing customer base. Revenue from customers with a contractually specified term and non-cancelable service period will be recognized over the term of such contracts, which is generally two to seven years for our enterprise contracts.

Significant Judgments

The Company often provides multiple services to a customer. Provision of customer premise equipment, installation services, and additional service tiers may have a significant level of integration and interdependency with the subscription video, Internet, voice, or connectivity services provided. Judgment is required to determine whether provision of customer premise equipment, installation services, and additional service tiers are considered distinct and accounted for separately, or not distinct and accounted for together with the subscription services.



18


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except where indicated)


Allocation of the transaction price to the distinct performance obligations in bundled residential service subscriptions requires judgment. The transaction price for a bundle of residential services is frequently less than the sum of the standalone selling prices of each individual service. The Company allocates the residential services bundle discount among the services to which the discount relates based on the relative standalone selling prices of those services. Standalone selling prices for the Company’s residential video and Internet services are directly observable, while standalone selling price for the Company’s residential voice service is estimated using the adjusted market assessment approach which relies upon information from peers and competitors who sell residential voice services individually.

The Company believes residential and small and medium business non-refundable upfront installation fees charged to customers result in a material right to renew the contract as such fees are not required to be paid upon subsequent renewals. The residential and small and medium business upfront fee is deferred over the period the fee remains material to the customer, which the Company has estimated to be approximately six months. Estimation of the period the fee remains material to the customer requires consideration of both quantitative and qualitative factors including average installation fee, average revenue per customer, and customer behavior, among others.

Contract Liabilities

Timing of revenue recognition may differ from the timing of invoicing to customers. Residential, small and medium business, and enterprise customers are invoiced for subscription services in advance of the service period. Deferred revenue liabilities, or contract liabilities, are recorded when the Company collects payments in advance of performing the services. Deferred revenue liabilities, or contract liabilities, are also recorded when the Company invoices customers upfront for installation services that are recognized as revenue over time. Residential and small and medium business installation revenues are deferred over the period the fee remains material to the customer. Enterprise installation revenues are deferred using a portfolio approach over the average contract life of each enterprise service category. As of March 31,June 30, 2018, current deferred revenue liabilities consisting of refundable customer prepayments of $386$401 million and upfront installation fees of $86$85 million were included in accounts payable and accrued liabilities. As of March 31,June 30, 2018, long-term deferred revenue liabilities consisting of enterprise upfront installation fees of $33$34 million were included in other long-term liabilities.

Contract Costs

The Company recognizes an asset for incremental costs of obtaining a contract with a customer if the amortization period of those costs is expected to be longer than one year and the costs are expected to be recovered. Enterprise sales commission costs meet the requirements to be deferred and, as a result, are recognized using a portfolio approach over a commission expense weighted-average enterprise contract period. Deferred enterprise commission costs are included in other noncurrent assets in the consolidated balance sheet and totaled $127$134 million as of March 31,June 30, 2018. As the amortization period of residential and small and medium business commissions costs is less than one year, the Company applies the practical expedient that allows such costs to be expensed as incurred. The Company has determined that the amortization period associated with residential and small and medium business commission costs is less than one year based on qualitative and quantitative factors.

The Company recognizes an asset for costs incurred to fulfill a contract when those costs are directly related to services provided under the contract, generate or enhance resources of the entity that will be used in performing service obligations under the contract, and are expected to be recovered. Up-front fees paid to MDUs, such as apartment building owners, in order to gain access to market and serve tenants who reside within the MDU meet the requirements to be deferred and, as a result, are recognized over


19


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except where indicated)


the term of the MDU contract. Deferred upfront MDU fees are amortized on a straight-line basis and are included in other noncurrent assets in the consolidated balance sheet and totaled $247$254 million as of March 31,June 30, 2018. Amortization expense of $15 million and $30 million was included in regulatory, connectivity and produced content within operating expenses in the consolidated statements of operations for the three and six months ended March 31, 2018.June 30, 2018, respectively. Residential and small and medium business installation costs not capitalized into property, plant and equipment are expensed as incurred under cable industry-specific guidance.

ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”)

In August 2016, the FASB issued ASU No. 2016-15 which clarifies how entities should classify cash receipts and cash payments related to eight specific cash flow matters on the statement of cash flows, with the objective of reducing existing diversity in


19


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except where indicated)


practice. The Company adopted ASU 2016-15 on January 1, 2018. The adoption of ASU 2016-15 did not have a material impact to the Company’s consolidated financial statements.

ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”)

In November 2016, the FASB issued ASU No. 2016-18 which requires that amounts generally described as restricted cash to be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 does not provide a definition of restricted cash or restricted cash equivalents. The Company adopted ASU 2016-18 on January 1, 2018. The new guidance will only be applicable to amounts described by the Company as restricted cash. The Company currently does not have amounts described as restricted cash; however, the Company's consolidated statement of cash flows for the year ended December 31, 2016 will be recast to present $22.3 billion of restricted cash as beginning of period cash and cash equivalents.

ASU No. 2017-09, Scope of Modification Accounting ("(“ASU 2017-09"2017-09”)

In May 2017, the FASB issued ASU No. 2017-09 which amends the scope of modification accounting for share-based payment arrangements. The ASU provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting. ASU 2017-09 is applied prospectively to awards modified on or after the effective date. The Company adopted ASU 2017-09 on January 1, 2018. The adoption of ASU 2017-09 did not have a material impact to the Company’s consolidated financial statements.

Accounting Standards Not Yet Adopted

ASU No. 2016-02, Leases (“ASU 2016-02”)

In February 2016, the FASB issued ASU No. 2016-02 which requires lessees to recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability.  Lessees are allowed to account for short-term leases (i.e., leases with a term of 12 months or less) off-balance sheet, consistent with current operating lease accounting.  For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Classification will be based on criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines.  ASU 2016-02 will be effective for interim and annual periods beginning after December 15, 2018 (January 1, 2019 for the Company).  The new standard currently requires a modified retrospective transition through a cumulative-effect adjustment as of the beginning of the earliest period presented in the financial statements, although the FASB recently approved an option for transition relief to not restate or make required disclosures under the new standard in comparative periods in the period of adoption. Along with that transition relief, the FASB also recently approved a practical expedient for lessors to allow for the combined presentation of lease and non-lease revenues when certain conditions are met. 

The Company’s adoption process of ASU 2016-02 is ongoing, including evaluating and quantifying the impact on its consolidated financial statements, identifying the population of leases (and embedded leases), implementing a selected technology solution and collecting and validating lease data. The Company expects its lease obligations designated as operating leases (as disclosed in Note 18 to the audited consolidated financial statements in its most recent Annual Report on Form 10-K) will be reported on the consolidated balance sheets upon adoption, and is currently evaluating the impact to its consolidated financial statements as it relates to other potential embedded lease arrangements of the business that have otherwise been previously disclosed as a contractual commitment.


20


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except where indicated)



ASU No. 2017-04, Simplifying the Test for Goodwill Impairment (“ASU 2017-04”)

In January 2017, the FASB issued ASU No. 2017-04 which eliminates step two from the goodwill impairment test. Under the new standard, to the extent the carrying amount of a reporting unit exceeds the fair value, the Company will record an impairment charge equal to the difference. The impairment charge recognized should not exceed the total amount of goodwill allocated to the reporting unit. ASU 2017-04 will be effective for interim and annual periods beginning after December 15, 2019 (January 1, 2020 for the Company). Early adoption is permitted for interim or annual goodwill impairment tests performed after January 1, 2017. The Company is currently in the process of evaluating the impact that the adoption of ASU 2017-04 will have on its consolidated financial statements.



20


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except where indicated)


16.     Consolidating Schedules

Each of Charter Operating, TWC, LLC, TWCE, CCO Holdings and certain subsidiaries jointly, severally, fully and unconditionally guarantee the outstanding debt securities of the others (other than the CCO Holdings notes) on an unsecured senior basis and the condensed consolidating financial information has been prepared and presented pursuant to SEC Regulation S-X Rule 3-10, Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered. Certain Charter Operating subsidiaries that are regulated telephone entities only become guarantor subsidiaries upon approval by regulators. This information is not intended to present the financial position, results of operations and cash flows of the individual companies or groups of companies in accordance with generally accepted accounting principles.
 
The “Charter Operating and Restricted Subsidiaries” column is presented to comply with the terms of the Credit Agreement.

Comprehensive income equaled consolidated net income for the three months ended March 31, 2018. Condensed consolidating financial statements as of March 31,June 30, 2018 and December 31, 2017 and for the threesix months ended March 31,June 30, 2018 and 2017 follow.



21


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except where indicated)


CCO Holdings, LLC and SubsidiariesCondensed Consolidating Balance Sheets
As of March 31, 2018
As of June 30, 2018As of June 30, 2018
              
Guarantor Subsidiaries    Guarantor Subsidiaries    
CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings ConsolidatedCCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated
ASSETS              
CURRENT ASSETS:              
Cash and cash equivalents$
 $291
 $
 $291
$
 $484
 $
 $484
Accounts receivable, net
 1,374
 
 1,374

 1,591
 
 1,591
Receivables from related party43
 
 (43) 
48
 
 (48) 
Prepaid expenses and other current assets
 351
 
 351

 295
 
 295
Total current assets43
 2,016
 (43) 2,016
48
 2,370
 (48) 2,370
              
INVESTMENT IN CABLE PROPERTIES:              
Property, plant and equipment, net
 33,668
 
 33,668

 34,081
 
 34,081
Customer relationships, net
 11,315
 
 11,315

 10,710
 
 10,710
Franchises
 67,319
 
 67,319

 67,319
 
 67,319
Goodwill
 29,554
 
 29,554

 29,554
 
 29,554
Total investment in cable properties, net
 141,856
 
 141,856

 141,664
 
 141,664
              
INVESTMENT IN SUBSIDIARIES81,694
 
 (81,694) 
80,222
 
 (80,222) 
LOANS RECEIVABLE – RELATED PARTY526
 
 (526) 
526
 
 (526) 
OTHER NONCURRENT ASSETS
 1,353
 
 1,353

 1,291
 
 1,291
              
Total assets$82,263
 $145,225
 $(82,263) $145,225
$80,796
 $145,325
 $(80,796) $145,325
              
LIABILITIES AND MEMBER’S EQUITY              
CURRENT LIABILITIES:              
Accounts payable and accrued liabilities$278
 $7,179
 $
 $7,457
$283
 $7,516
 $
 $7,799
Payables to related party
 472
 (43) 429

 522
 (48) 474
Current portion of long-term debt
 3,340
 
 3,340

 5,387
 
 5,387
Total current liabilities278
 10,991
 (43) 11,226
283
 13,425
 (48) 13,660
              
LONG-TERM DEBT18,713
 48,896
 
 67,609
18,719
 48,011
 
 66,730
LOANS PAYABLE – RELATED PARTY
 1,437
 (526) 911

 1,446
 (526) 920
DEFERRED INCOME TAXES
 32
 
 32

 32
 
 32
OTHER LONG-TERM LIABILITIES
 2,152
 
 2,152

 2,165
 
 2,165
              
MEMBER’S EQUITY              
Controlling interest63,272
 81,694
 (81,694) 63,272
61,794
 80,222
 (80,222) 61,794
Noncontrolling interests
 23
 
 23

 24
 
 24
Total member’s equity63,272
 81,717
 (81,694) 63,295
61,794
 80,246
 (80,222) 61,818
              
Total liabilities and member’s equity$82,263
 $145,225
 $(82,263) $145,225
$80,796
 $145,325
 $(80,796) $145,325



22


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except where indicated)


CCO Holdings, LLC and Subsidiaries
Condensed Consolidating Balance Sheets
As of December 31, 2017
        
 Guarantor Subsidiaries    
 CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated
ASSETS       
CURRENT ASSETS:       
Cash and cash equivalents$
 $330
 $
 $330
Accounts receivable, net
 1,611
 
 1,611
Receivables from related party55
 
 (55) 
Prepaid expenses and other current assets
 243
 
 243
Total current assets55
 2,184
 (55) 2,184
        
INVESTMENT IN CABLE PROPERTIES:       
Property, plant and equipment, net
 33,552
 
 33,552
Customer relationships, net
 11,951
 
 11,951
Franchises
 67,319
 
 67,319
Goodwill
 29,554
 
 29,554
Total investment in cable properties, net
 142,376
 
 142,376
        
INVESTMENT IN SUBSIDIARIES81,980
 
 (81,980) 
LOANS RECEIVABLE – RELATED PARTY511
 
 (511) 
OTHER NONCURRENT ASSETS
 1,133
 
 1,133
        
Total assets$82,546
 $145,693
 $(82,546) $145,693
        
LIABILITIES AND MEMBER’S EQUITY       
CURRENT LIABILITIES:       
Accounts payable and accrued liabilities$280
 $7,861
 $
 $8,141
Payables to related party
 690
 (55) 635
Current portion of long-term debt
 2,045
 
 2,045
Total current liabilities280
 10,596
 (55) 10,821
        
LONG-TERM DEBT18,708
 49,478
 
 68,186
LOANS PAYABLE – RELATED PARTY
 1,399
 (511) 888
DEFERRED INCOME TAXES
 32
 
 32
OTHER LONG-TERM LIABILITIES
 2,184
 
 2,184
        
MEMBER’S EQUITY       
Controlling interest63,558
 81,980
 (81,980) 63,558
Noncontrolling interests
 24
 
 24
Total member’s equity63,558
 82,004
 (81,980) 63,582
        
Total liabilities and member’s equity$82,546
 $145,693
 $(82,546) $145,693



23


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except where indicated)



CCO Holdings, LLC and SubsidiariesCondensed Consolidating Statements of Operations
For the three months ended March 31, 2018
For the six months ended June 30, 2018For the six months ended June 30, 2018
              
Guarantor Subsidiaries    Guarantor Subsidiaries    
CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings ConsolidatedCCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated
REVENUES$
 $10,653
 $
 $10,653
$
 $21,503
 $
 $21,503
              
COSTS AND EXPENSES:              
Operating costs and expenses (exclusive of items shown separately below)
 6,842
 
 6,842

 13,724
 
 13,724
Depreciation and amortization
 2,707
 
 2,707

 5,297
 
 5,297
Other operating expenses, net
 65
 
 65

 94
 
 94

 9,614
 
 9,614

 19,115
 
 19,115
Income from operations
 1,039
 
 1,039

 2,388
 
 2,388
              
OTHER INCOME (EXPENSES):              
Interest expense, net(254) (604) 
 (858)(508) (1,238) 
 (1,746)
Gain on financial instruments, net
 63
 
 63
Other income, net
 18
 
 18
Loss on financial instruments, net
 (12) 
 (12)
Other expense, net
 (5) 
 (5)
Equity in income of subsidiaries518
 
 (518) 
1,127
 
 (1,127) 
264
 (523) (518) (777)619
 (1,255) (1,127) (1,763)
              
Income before income taxes264
 516
 (518) 262
619
 1,133
 (1,127) 625
INCOME TAX BENEFIT
 2
 
 2
INCOME TAX EXPENSE
 (5) 
 (5)
Consolidated net income619
 1,128
 (1,127) 620
Less: Net income attributable to noncontrolling interests
 (1) 
 (1)
Net income$264
 $518
 $(518) $264
$619
 $1,127
 $(1,127) $619



24


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except where indicated)



CCO Holdings, LLC and Subsidiaries
Condensed Consolidating Statements of Operations
For the three months ended March 31, 2017
        
 Guarantor Subsidiaries    
 CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated
REVENUES$
 $10,164
 $
 $10,164
        
COSTS AND EXPENSES:       
Operating costs and expenses (exclusive of items shown separately below)
 6,584
 
 6,584
Depreciation and amortization
 2,548
 
 2,548
Other operating expenses, net
 94
 
 94
 
 9,226
 
 9,226
Income from operations
 938
 
 938
        
OTHER INCOME (EXPENSES):       
Interest expense, net(190) (529) 
 (719)
Loss on extinguishment of debt(33) (1) 
 (34)
Gain on financial instruments, net
 38
 
 38
Other income, net
 13
 
 13
Equity in income of subsidiaries440
 
 (440) 
 217
 (479) (440) (702)
        
Income before income taxes217
 459
 (440) 236
INCOME TAX EXPENSE
 (19) 
 (19)
Consolidated net income$217
 $440
 $(440) $217


CCO Holdings, LLC and Subsidiaries
Condensed Consolidating Statements of Comprehensive Income
For the three months ended March 31, 2017
        
 Guarantor Subsidiaries    
 CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated
Consolidated net income$217
 $440
 $(440) $217
Net impact of interest rate derivative instruments1
 1
 (1) 1
Consolidated comprehensive income$218
 $441
 $(441) $218



CCO Holdings, LLC and Subsidiaries
Condensed Consolidating Statements of Operations
For the six months ended June 30, 2017
        
 Guarantor Subsidiaries    
 CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated
REVENUES$
 $20,521
 $
 $20,521
        
COSTS AND EXPENSES:       
Operating costs and expenses (exclusive of items shown separately below)
 13,166
 
 13,166
Depreciation and amortization
 5,140
 
 5,140
Other operating expenses, net
 229
 
 229
 
 18,535
 
 18,535
Income from operations
 1,986
 
 1,986
        
OTHER INCOME (EXPENSES):       
Interest expense, net(404) (1,069) 
 (1,473)
Loss on extinguishment of debt(33) (2) 
 (35)
Loss on financial instruments, net
 (32) 
 (32)
Other income, net
 26
 
 26
Equity in income of subsidiaries879
 
 (879) 
 442
 (1,077) (879) (1,514)
        
Income before income taxes442
 909
 (879) 472
INCOME TAX EXPENSE
 (29) 
 (29)
Consolidated net income442
 880
 (879) 443
Less: Net income attributable to noncontrolling interests
 (1) 
 (1)
Net income$442
 $879
 $(879) $442



25


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except where indicated)


CCO Holdings, LLC and Subsidiaries
Condensed Consolidating Statements of Cash Flows
For the three months ended March 31, 2018
        
 Guarantor Subsidiaries    
 CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated
NET CASH FLOWS FROM OPERATING ACTIVITIES$(254) $2,890
 $
 $2,636
        
CASH FLOWS FROM INVESTING ACTIVITIES:       
Purchases of property, plant and equipment
 (2,183) 
 (2,183)
Change in accrued expenses related to capital expenditures
 (565) 
 (565)
Contributions to subsidiaries(72) 
 72
 
Distributions from subsidiaries1,001
 
 (1,001) 
Other, net
 10
 
 10
Net cash flows from investing activities929
 (2,738) (929) (2,738)
        
CASH FLOWS FROM FINANCING ACTIVITIES:       
Borrowings of long-term debt
 2,929
 
 2,929
Repayments of long-term debt
 (2,185) 
 (2,185)
Repayments loans payable - related parties
 (2) 
 (2)
Distributions to noncontrolling interest
 (1) 
 (1)
Contributions from parent72
 72
 (72) 72
Distributions to parent(747) (1,001) 1,001
 (747)
Other, net
 (3) 
 (3)
Net cash flows from financing activities(675) (191) 929
 63
        
NET DECREASE IN CASH AND CASH EQUIVALENTS
 (39) 
 (39)
CASH AND CASH EQUIVALENTS, beginning of period
 330
 
 330
CASH AND CASH EQUIVALENTS, end of period$
 $291
 $
 $291
CCO Holdings, LLC and Subsidiaries
Condensed Consolidating Statements of Comprehensive Income
For the six months ended June 30, 2018
        
 Guarantor Subsidiaries    
 CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated
Consolidated net income$619
 $1,128
 $(1,127) $620
Foreign currency translation adjustment(1) (1) 1
 (1)
Consolidated comprehensive income$618
 $1,127
 $(1,126) $619
Less: Comprehensive income attributable to noncontrolling interests
 (1) 
 (1)
Comprehensive income$618
 $1,126
 $(1,126) $618

CCO Holdings, LLC and Subsidiaries
Condensed Consolidating Statements of Comprehensive Income
For the six months ended June 30, 2017
        
 Guarantor Subsidiaries    
 CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated
Consolidated net income$442
 $880
 $(879) $443
Net impact of interest rate derivative instruments3
 3
 (3) 3
Consolidated comprehensive income$445
 $883
 $(882) $446
Less: Comprehensive income attributable to noncontrolling interests
 (1) 
 (1)
Comprehensive income$445
 $882
 $(882) $445






26


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except where indicated)


CCO Holdings, LLC and SubsidiariesCondensed Consolidating Statements of Cash Flows
For the three months ended March 31, 2017
For the six months ended June 30, 2018For the six months ended June 30, 2018
              
Guarantor Subsidiaries    Guarantor Subsidiaries    
CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings ConsolidatedCCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated
NET CASH FLOWS FROM OPERATING ACTIVITIES$(204) $2,868
 $
 $2,664
$(502) $6,218
 $
 $5,716
              
CASH FLOWS FROM INVESTING ACTIVITIES:              
Purchases of property, plant and equipment
 (1,555) 
 (1,555)
 (4,574) 
 (4,574)
Change in accrued expenses related to capital expenditures
 (150) 
 (150)
 (466) 
 (466)
Contributions to subsidiaries(77) 
 77
 
Distributions from subsidiaries737
 
 (737) 
3,158
 
 (3,158) 
Other, net
 (7) 
 (7)
 (55) 
 (55)
Net cash flows from investing activities737
 (1,712) (737) (1,712)3,081
 (5,095) (3,081) (5,095)
              
CASH FLOWS FROM FINANCING ACTIVITIES:              
Borrowings of long-term debt1,990
 2,650
 
 4,640

 5,628
 
 5,628
Repayments of long-term debt(775) (2,700) 
 (3,475)
 (3,500) 
 (3,500)
Borrowings loans payable - related parties
 178
 
 178

 7
 
 7
Payments for debt issuance costs(20) (1) 
 (21)
 (17) 
 (17)
Distributions to noncontrolling interest
 (1) 
 (1)
Contributions from parent77
 77
 (77) 77
Distributions to parent(856) (737) 737
 (856)(2,656) (3,158) 3,158
 (2,656)
Other, net
 (2) 
 (2)
 (5) 
 (5)
Net cash flows from financing activities339
 (612) 737
 464
(2,579) (969) 3,081
 (467)
              
NET INCREASE IN CASH AND CASH EQUIVALENTS872
 544
 
 1,416

 154
 
 154
CASH AND CASH EQUIVALENTS, beginning of period
 1,324
 
 1,324

 330
 
 330
CASH AND CASH EQUIVALENTS, end of period$872
 $1,868
 $
 $2,740
$
 $484
 $
 $484


27


CCO HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except where indicated)


CCO Holdings, LLC and Subsidiaries
Condensed Consolidating Statements of Cash Flows
For the six months ended June 30, 2017
        
 Guarantor Subsidiaries    
 CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated
NET CASH FLOWS FROM OPERATING ACTIVITIES$(353) $5,981
 $
 $5,628
        
CASH FLOWS FROM INVESTING ACTIVITIES:       
Purchases of property, plant and equipment
 (3,703) 
 (3,703)
Change in accrued expenses related to capital expenditures
 197
 
 197
Contribution to subsidiary(693) 
 693
 
Distributions from subsidiaries3,228
 
 (3,228) 
Other, net
 (49) 
 (49)
Net cash flows from investing activities2,535
 (3,555) (2,535) (3,555)
        
CASH FLOWS FROM FINANCING ACTIVITIES:       
Borrowings of long-term debt3,246
 3,900
 
 7,146
Repayments of long-term debt(775) (4,754) 
 (5,529)
Borrowings loans payable - related parties
 178
 
 178
Payments for debt issuance costs(31) (11) 
 (42)
Contributions from parent
 693
 (693) 
Distributions to parent(4,622) (3,228) 3,228
 (4,622)
Other, net
 (7) 
 (7)
Net cash flows from financing activities(2,182) (3,229) 2,535
 (2,876)
        
NET DECREASE IN CASH AND CASH EQUIVALENTS
 (803) 
 (803)
CASH AND CASH EQUIVALENTS, beginning of period
 1,324
 
 1,324
CASH AND CASH EQUIVALENTS, end of period$
 $521
 $
 $521



2728



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

General

CCO Holdings, LLC (“CCO Holdings”) is a holding company whose principal assets are the equity interests in its operating subsidiaries. CCO Holdings is a direct subsidiary of CCH I Holdings, LLC (“CCH I”), which is an indirect subsidiary of Charter Communications, Inc. (“Charter”), Charter Communications Holdings, LLC (“Charter Holdings”) and Spectrum Management Holding Company, LLC (“Spectrum Holdings”). The consolidated financial statements include the accounts of CCO Holdings and all of its subsidiaries where the underlying operations reside. All significant intercompany accounts and transactions among consolidated entities have been eliminated.

We are the second largest cable operator in the United States and a leading broadband communications services company providing video, Internet and voice services to approximately 27.527.6 million residential and business customers at March 31,June 30, 2018. We also recently launched our mobile service to residential customers. In addition, we sell video and online advertising inventory to local, regional and national advertising customers and fiber-delivered communications and managed information technology ("IT") solutions to larger enterprise customers. We also own and operate regional sports networks and local sports, news and community channels and sell security and home management services in the residential marketplace.

Overview

In 2017, we completed the roll-out of Spectrum pricing and packaging ("SPP") to Time Warner Cable Inc. ("TWC") and Bright House Networks, LLC ("Bright House") markets simplifying our offers and improving our packaging of products, allowing us to deliver more value to new and existing customers. As of March 31,June 30, 2018, approximately 65%70% of our residential customers are in an SPP package. In 2017, we also began converting the remaining TWC and Bright House analog markets to an all-digital platform enabling us to deliver more HD channels and higher Internet speeds. The bulkAs of this all-digital initiative will take place in 2018.June 30, 2018, 91% of our footprint was all-digital. Our corporate organization, as well as our marketing, sales and product development departments, are centralized. Field operations are managed through eleven regional areas, each designed to represent a combination of designated marketing areas. In 2017, we began migrating TWC and Bright House customer care centers to our model of using virtualized, U.S.-based in-house call centers. We are focused on deploying superior products and service with minimal service disruptions as we integrate our information technology and network operations. We intend to continue to insource the TWC and Bright House workforces in our call centers and in our field operations, which we expect to lead to lower customer churn and longer customer lifetimes.

Our integration activities will continue in 2018 with the expectation that by 2019 we will have substantially integrated the practices and systems of Charter, TWC and Bright House. In

At the end of the second quarter of 2018, we will also begin launchinglaunched our mobile product.product under our mobile virtual network operator ("MVNO") reseller agreement with Verizon Communications Inc. ("Verizon"). Our Spectrum mobile service is currently offered to our residential customers subscribing to our Internet service and runs on Verizon's wireless network combined with our existing network of in-home and outdoor WiFi hotspots. In the future, we may also offer our mobile service to small and medium business customers on similar terms. We also invested in our mobile operating partnership with Comcast Corporation this quarter, with a portion representing our equity investment in the partnership and a portion representing a prepayment of software development and related services for the mobile back office platform. As the partnership delivers services, we will reflect such services as capital or operating expense depending on the nature of services delivered. As a result of growth costs for a new product line and implementing our operating strategy across TWC and Bright House, we cannot be certain that we will be able to grow revenues or maintain our margins at recent historical rates. During the three and six months ended June 30, 2018, Adjusted EBITDA was reduced by approximately $33 million and $41 million, respectively, related to mobile and free cash flow was reduced by approximately $116 million and $141 million, respectively.

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 March 31,Three Months Ended June 30, Six Months Ended June 30,
2018 2017 % Change2018 2017 % Change 2018 2017 % Change
Revenues$10,653
 $10,164
 4.8%$10,850
 $10,357
 4.8% $21,503
 $20,521
 4.8%
Adjusted EBITDA$3,883
 $3,649
 6.4%$4,038
 $3,840
 5.2% $7,921
 $7,489
 5.8%
Income from operations$1,039
 $938
 10.7%$1,349
 $1,048
 28.9% $2,388
 $1,986
 20.3%



29



Adjusted EBITDA is defined as consolidated net income plus net interest expense, income taxes, depreciation and amortization, stock compensation expense, loss on extinguishment of debt, (gain) loss on financial instruments, net, other (income) expense, net and other operating (income) expenses, such as merger and restructuring costs, 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, Adjusted EBITDA and income from operations for the three and six months ended March 31,June 30, 2018 compared to the corresponding prior periodperiods was primarily due to growth in our residential Internet and commercial businesses.business customers. In addition to the items noted above, Adjusted EBITDA growth was affected by increases in programmingoperating costs and costs to service customers.expenses primarily programming and mobile. Income from operations for the six months ended June 30, 2018 was additionally affected by an increase in depreciation and amortization offset by a decrease in merger and restructuring costs.


28




All customer statistics include the operations of TWC, Bright House and Charter, each of which is based on individual legacy company reporting methodology. These methodologies differ and their differences may be material. Statistical reporting will be conformed to a single reporting methodology beginning in the second quarter of 2018 and prior periods will be restated. The following table summarizes our customer statistics for video, Internet and voice as of March 31,June 30, 2018 and 2017 (in thousands except per customer data and footnotes).

Approximate as ofApproximate as of
March 31,June 30,
2018 (a)
 
2017 (a)
2018 (b)
 
2017 (a)(b)
Customer Relationships (b)(c)
      
Residential25,870
 25,131
25,871
 25,157
Small and Medium Business1,590
 1,439
1,750
 1,580
Total Customer Relationships27,460
 26,570
27,621
 26,737
      
Residential Primary Service Units (“PSU”)      
Video16,422
 16,736
16,206
 16,502
Internet22,876
 21,802
23,070
 22,005
Voice10,375
 10,364
10,325
 10,375
49,673
 48,902
49,601
 48,882
      
Monthly Residential Revenue per Residential Customer (c)(d)
$110.89
 $109.11
$111.88
 $109.99
      
Small and Medium Business PSUs      
Video463
 411
476
 423
Internet1,389
 1,249
1,552
 1,390
Voice939
 809
994
 863
2,791
 2,469
3,022
 2,676
      
Monthly Small and Medium Business Revenue per Customer (d)(e)
$198.50
 $211.21
$176.96
 $190.37
      
Enterprise PSUs (e)(f)
119
 99
235
 202

(a)
Since the closing of the TWC and Bright House transactions in May 2016, we have reported our customer data and results using legacy company reporting methodologies. During the second quarter of 2018, we implemented certain reporting changes on a retrospective basis which allowed for the recasting of historical customer data and results using consistent definitions and reporting methodologies across all three legacy companies. The changes to previously reported customer data and results occurred primarily within TWC and Bright House and include:
(i)
the reclassification of certain customer types, particularly universities, from residential where they were previously reported based on the number of billed units in a bulk contract to small and medium business accounts where they are reported based on the number of physical sites;
(ii)
the recasting of small and medium business and enterprise PSUs which were previously reported based on billing relationships to now being reported based on the number of physical sites; and
(iii)
the reclassification of fiber video service from small and medium business to enterprise.
TWC Hawaii customer statistics are expected to move to our standard methodology in early 2019 and variances, if any, will be disclosed at that time.
(b) 
We calculate the aging of customer accounts based on the monthly billing cycle for each account. On that basis, as of March 31,June 30, 2018 and 2017, customers include approximately 186,500227,500 and 168,400214,100 customers, respectively, whose accounts were over 60 days past due, approximately 16,000 and 13,300 customers, respectively, whose accounts were over 90 days past due, and approximately 12,800 and 7,900 customers, respectively, whose accounts were over 120 days past due.


30



60 days past due, approximately 19,300 and 15,800 customers, respectively, whose accounts were over 90 days past due and approximately 13,200 and 9,000 customers, respectively, whose accounts were over 120 days past due.
(b)(c) 
Customer relationships include the number of customers that receive one or more levels of service, encompassing video, Internet and voice services, without regard to which service(s) such customers receive. Customers who reside in residential 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 excludes enterprise customer relationships.
(c)(d) 
Monthly residential revenue per residential customer is calculated as total residential video, Internet and voice quarterly revenue divided by three divided by average residential customer relationships during the respective quarter.
(d)(e) 
Monthly small and medium business revenue per customer is calculated as total small and medium business quarterly revenue divided by three divided by average small and medium business customer relationships during the respective quarter.
(e)(f) 
Enterprise PSUs represent the aggregate number of fiber service offerings counting each separate service offering 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 2017 Annual Report on Form 10-K. There have been no material changes from the critical accounting policies described in our Form 10-K.



29



Results of Operations

Revenue line items and certain associated expenses have been recast to reflect the customer changes described in note (a) under "Overview" above and to classify certain expenses more closely with organizational responsibility. There were no changes to total revenue, Adjusted EBITDA, capital expenditures, free cash flow or net income. The following table sets forth the consolidated statements of operations for the periods presented (dollars in millions):

Three Months Ended March 31,Three Months Ended June 30, Six Months Ended June 30,
2018 20172018 2017 2018 2017
Revenues$10,653
 $10,164
$10,850
 $10,357
 $21,503
 $20,521
          
Costs and Expenses:          
Operating costs and expenses (exclusive of items shown separately below)6,842
 6,584
6,882
 6,582
 13,724
 13,166
Depreciation and amortization2,707
 2,548
2,590
 2,592
 5,297
 5,140
Other operating expenses, net65
 94
29
 135
 94
 229
9,614
 9,226
9,501
 9,309
 19,115
 18,535
Income from operations1,039
 938
1,349
 1,048
 2,388
 1,986
          
Other Expenses:          
Interest expense, net(858) (719)(888) (754) (1,746) (1,473)
Loss on extinguishment of debt
 (34)
 (1) 
 (35)
Gain on financial instruments, net63
 38
Other income, net18
 13
Loss on financial instruments, net(75) (70) (12) (32)
Other income (expense), net(23) 13
 (5) 26
(777) (702)(986) (812) (1,763) (1,514)
          
Income before income taxes262
 236
363
 236
 625
 472
Income tax benefit (expense)2
 (19)
Income tax expense(7) (10) (5) (29)
Consolidated net income$264
 $217
356
 226
 620
 443
Less: Net income attributable to noncontrolling interests(1) (1) (1) (1)
       
Net income attributable to CCO Holdings member$355
 $225
 $619
 $442

Revenues. Total revenues grew $489$493 million and $982 million for the three and six months ended March 31,June 30, 2018, respectively, compared to the corresponding period in 2017 primarily due to increases in the number of residential Internet and commercial


31



business customers, price adjustments as well as growth in expanded basic video penetration offset by a decrease in limited basic video customers.
   
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 March 31,Three Months Ended June 30, Six Months Ended June 30,
2018 2017 % Change2018 2017 % Change 2018 2017 % Change
Video$4,297
 $4,079
 5.3 %$4,363
 $4,119
 5.9 % $8,655
 $8,193
 5.6 %
Internet3,708
 3,398
 9.1 %3,770
 3,512
 7.3 % 7,477
 6,909
 8.2 %
Voice556
 694
 (19.8)%531
 650
 (18.3)% 1,087
 1,344
 (19.1)%
Residential revenue8,561
 8,171
 4.8 %8,664
 8,281
 4.6 % 17,219
 16,446
 4.7 %
                
Small and medium business937
 900
 4.1 %915
 890
 2.9 % 1,815
 1,756
 3.4 %
Enterprise579
 539
 7.3 %627
 588
 6.7 % 1,249
 1,167
 7.0 %
Commercial revenue1,516
 1,439
 5.3 %1,542
 1,478
 4.4 % 3,064
 2,923
 4.9 %
                
Advertising sales356
 337
 5.6 %427
 381
 12.0 % 783
 718
 9.0 %
Other220
 217
 1.2 %217
 217
 (0.3)% 437
 434
 0.4 %
$10,653
 $10,164
 4.8 %$10,850
 $10,357
 4.8 % $21,503
 $20,521
 4.8 %

Video revenues consist primarily of revenues from basic and digital video services provided to our residential customers, as well as franchise fees, equipment rental and video installation revenue. Residential video customers decreased by 314,000 from March 31, 2017 to March 31, 2018.


30




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

Three months ended
March 31, 2018
compared to
three months ended
March 31, 2017
Increase / (Decrease)
Three months ended
June 30, 2018
compared to
three months ended
June 30, 2017
Increase / (Decrease)
 Six months ended
June 30, 2018
compared to
six months ended
June 30, 2017
Increase / (Decrease)
Bundle revenue allocation and price adjustments$297
Increase related to rate changes$334
 $631
Decrease in average residential video customers(80) (153)
Decrease in video on demand and pay-per-view(6)(10) (16)
Decrease in average residential video customers(73)
$218
$244
 $462

The increases related to rate changes were primarily due to price adjustments including promotional roll-off, service level changes and bundle revenue allocation. Residential Internetvideo customers grewdecreased by 1,074,000 customers296,000 from March 31,June 30, 2017 to March 31, 2018. June 30, 2018.

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

Three months ended
March 31, 2018
compared to
three months ended
March 31, 2017
Increase / (Decrease)
Three months ended
June 30, 2018
compared to
three months ended
June 30, 2017
Increase / (Decrease)
 Six months ended
June 30, 2018
compared to
six months ended
June 30, 2017
Increase / (Decrease)
Increase in average residential Internet customers$174
$171
 $345
Price adjustments, bundle revenue allocation and service level changes136
Increase related to rate changes87
 223
$310
$258
 $568

Residential voiceInternet customers grew by 11,0001,065,000 customers from March 31,June 30, 2017 to March 31, 2018. June 30, 2018. The increases related to rate changes were primarily due to price adjustments including promotional roll-off and bundle revenue allocation.



32



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

 Three months ended
March 31, 2018
compared to
three months ended
March 31, 2017
Increase / (Decrease)
Bundle revenue allocation and price adjustments$(141)
Increase in average residential voice customers3
 $(138)
 Three months ended
June 30, 2018
compared to
three months ended
June 30, 2017
Increase / (Decrease)
 Six months ended
June 30, 2018
compared to
six months ended
June 30, 2017
Increase / (Decrease)
Decrease related to rate changes$(118) $(259)
Increase (decrease) in average residential voice customers(1) 2
 $(119) $(257)

SmallThe decreases related to rate changes were primarily due to value-based pricing and medium business PSUs grewbundle revenue allocation. Residential voice customers decreased by 322,00050,000 customers from March 31,June 30, 2017 to March 31,June 30, 2018.

The increase in small and medium business commercial revenues is attributable to the following (dollars in millions):

Three months ended
March 31, 2018
compared to
three months ended
March 31, 2017
Increase / (Decrease)
Three months ended
June 30, 2018
compared to
three months ended
June 30, 2017
Increase / (Decrease)
 Six months ended
June 30, 2018
compared to
six months ended
June 30, 2017
Increase / (Decrease)
Increase in small and medium business customers$97
$95
 $190
Value pricing related to SPP(60)
Decrease related to rate changes(70) (131)
$37
$25
 $59

Small and medium business PSUs grew by 346,000 from June 30, 2017 to June 30, 2018. The decreases related to rate changes were primarily due to value pricing related to SPP, net of promotional roll-off and price adjustments.

Enterprise PSUs increased 20,00033,000 from March 31,June 30, 2017 to March 31,June 30, 2018. Enterprise commercial revenues increased $40$39 million and $82 million during the three and six months ended March 31,June 30, 2018 compared to the corresponding periodperiods in 2017 primarily due to growth in customers.


31




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 $19$46 million and $65 million during the three and six months ended March 31,June 30, 2018, respectively, compared to the corresponding periodperiods in 2017 primarily due to an increase in political and addressable advertising.continued roll-out of addressability and newer advanced advertising products that allows for more targeted media purchases using our inventory.

Other revenues consist of revenue from regional sports and news channels (excluding intercompany charges or advertising sales on those channels), home shopping, late payment fees, wire maintenance fees and other miscellaneous revenues. Other revenues increased $3 million during the threesix months ended March 31,June 30, 2018 compared to the corresponding period in 2017 primarily due to an increase in late payment fees.



33



Operating costs and expenses. The increases 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
March 31, 2018
compared to
three months ended
March 31, 2017
Increase / (Decrease)
Three months ended
June 30, 2018
compared to
three months ended
June 30, 2017
Increase / (Decrease)
 Six months ended
June 30, 2018
compared to
six months ended
June 30, 2017
Increase / (Decrease)
Programming$148
$154
 $302
Regulatory, connectivity and produced content35
28
 63
Costs to service customers54
22
 76
Marketing(14)9
 (5)
Mobile8
33
 41
Other27
54
 81
$258
$300
 $558

Programming costs were approximately $2.8 billion and $2.6 billion, for the three months ended March 31, 2018representing 41% and 2017, respectively, representing 40% of total operating costs and expenses for both time periods.the three months ended June 30, 2018 and 2017, respectively, and $5.6 billion and $5.3 billion, representing 40% and 40% of total operating costs and expenses for the six months ended June 30, 2018 and 2017, respectively. Programming costs consist primarily of costs paid to programmers for basic, digital, premium, video on demand and pay-per-view programming. The increase in programming costs is primarily a result of contractual rate adjustments, including renewals and increases in amounts paid for retransmission consents, higher expanded basic video package customers partly offset by one-time programming benefits during the threesix months ended March 31,June 30, 2018.  We expect programming expenses will continue to increase due to a variety of factors, including annual increases imposed by programmers with additional selling power as a result of media consolidation, increased demands by owners of broadcast stations for payment for retransmission consent or linking carriage of other services to retransmission consent, and additional programming, particularly new services. We have been unable to fully pass these increases on to our customers nor do we expect to be able to do so in the future without a potential loss of customers.

Regulatory, connectivity and produced content increased $35$28 million and $63 million during the three and six months ended March 31,June 30, 2018, respectively, compared to the corresponding periodperiods in 2017 primarily due to the adoption of Accounting Standards Update 2014-09 as of the January 1, 2018, which results in the reclassification of expenses related to the amortization of up-front fees paid to market and serve customers who reside in MDUs that were recorded in depreciation and amortization expense in the prior-year period to regulatory, connectivity and produced content expenses, as well as higher regulatory fees related to higher video revenue. For more information, see Note 15 to the accompanying consolidated financial statements contained in “Item 1. Financial Statements.”
 
Costs to service customers increased $54$22 million and $76 million during the three and six months ended March 31,June 30, 2018, respectively, compared to the corresponding periodperiods in 2017 primarily due to an increase in bad debt expense.



32



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

Three months ended
March 31, 2018
compared to
three months ended
March 31, 2017
Increase / (Decrease)
Three months ended
June 30, 2018
compared to
three months ended
June 30, 2017
Increase / (Decrease)
 Six months ended
June 30, 2018
compared to
six months ended
June 30, 2017
Increase / (Decrease)
Corporate costs$22
 $8
Advertising sales expense$14
12
 26
Corporate costs(14)
Property tax and insurance12
9
 21
Enterprise5
8
 13
Stock compensation expense3
5
 8
Other7
(2) 5
$27
$54
 $81



34



Depreciation and amortization. Depreciation and amortization expense decreased by $2 million and increased by $159$157 million during the three and six months ended June 30, 2018, respectively, compared to the corresponding periods in 2017. The decrease during the three months ended March 31,June 30, 2018 compared to the corresponding period in 2017 was primarily representingdue to a decrease in depreciation onand amortization as assets acquired from TWC and Bright House become fully depreciated. Both time periods were also impacted by an increase in depreciation as a result of more recent capital expenditures, offset by certain assets becoming fully depreciated.

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

Three months ended
March 31, 2018
compared to
three months ended
March 31, 2017
Increase / (Decrease)
Three months ended
June 30, 2018
compared to
three months ended
June 30, 2017
Increase / (Decrease)
 Six months ended
June 30, 2018
compared to
six months ended
June 30, 2017
Increase / (Decrease)
Merger and restructuring costs$(47)$(103) $(150)
Special charges, net22
3
 25
(Gain) loss on sale of assets, net(4)
Gain on sale of assets, net(6) (10)
$(29)$(106) $(135)

The decrease in merger and restructuring costs during the three and six months ended March 31,June 30, 2018 compared to the corresponding periodperiods in 2017 is primarily due to a decrease of approximately $39$97 million and $136 million of employee termination and retention costs.costs, respectively. The increase in special charges, net during the six months ended June 30, 2018 is primarily due to an increase in a withdrawal liability from a multiemployer pension plan of approximately $22 million during the three months ended March 31, 2018.million. See Note 9 to the accompanying consolidated financial statements contained in “Item 1. Financial Statements.”

Interest expense, net. Net interest expense increased by $139$134 million and $273 million for the three and six months ended March 31,June 30, 2018, respectively, compared to the corresponding periodperiods in 2017 primarily as a result of an increase in weighted average debt outstanding of approximately $8.8$9 billion primarily due to the issuance of notes throughout 2017 and 2018 for general corporate purposes including distributions to parent companies for stock buybacks.

Loss on extinguishment of debt. Loss on extinguishment of debt of $34was $1 million and $35 million for the three and six months ended March 31,June 30, 2017, respectively. The loss on extinguishment of debt for the six months ended June 30, 2017 primarily represents losses recognized as a result of repurchases of CCO Holdings notes. For more information, see Note 4 to the accompanying consolidated financial statements contained in “Item 1. Financial Statements.”

GainLoss on financial instruments, net. We recorded gainslosses of $63$75 million and $38$12 million during the three and six months ended March 31,June 30, 2018, respectively, and $70 million and $32 million during the three and six months ended June 30, 2017, respectively. Gains and losses on financial instruments are primarily recognized due to changes in the fair value of our cross currency derivative instruments and the foreign currency remeasurement of the fixed-rate British pound sterling denominated notes (the “Sterling Notes”) into U.S. dollars. For more information, see Note 6 to the accompanying consolidated financial statements contained in “Item 1. Financial Statements.”

Other income (expense), net. Other income (expense), net primarily represents other pension benefits offset by equity losses on our equity-method investments.investments of approximately $47 million and $70 million for the three and six months ended June 30, 2018, respectively, and $2 million and $11 million for the three and six months ended June 30, 2017, respectively, offset by other pension benefits. See Note 14 to the accompanying consolidated financial statements contained in “Item 1. Financial Statements.”


33




Income tax benefit (expense).expense. We recognized income tax benefitexpense of $2$7 million and income tax expense of $19$5 million for the three and six months ended March 31,June 30, 2018, respectively, and $10 million and $29 million for the three and six months ended June 30, 2017, respectively. Income tax expense is recognizeddecreased year over year primarily through increases in deferred tax liabilities, as well as through current federal and state income tax expense. The income tax benefit for the three months ended March 31, 2018 was primarily the result ofdue to audit settlements previously recorded as uncertain tax positions offset by state income tax payments. accruals. For more information, see Note 10 to the accompanying consolidated financial statements contained in “Item 1. Financial Statements.”

Consolidated net income.Net income attributable to noncontrolling interest. Net income attributable to noncontrolling interest relates to our third-party
interest in CV of Viera, LLP, a consolidated joint venture in a small cable system in Florida.



35



Net income attributable to CCO Holdings member. Consolidated netNet income attributable to CCO Holdings member increased from $217$225 million for the three months ended March 31,June 30, 2017 to $264$355 million for the three months ended March 31,June 30, 2018, and from $442 million for the six months ended June 30, 2017 to $619 million for the six months ended June 30, 2018 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 GAAP to evaluate various aspects of our business. Adjusted EBITDA and free cash flow are non-GAAP financial measures and should be considered in addition to, not as a substitute for, consolidated net income and net cash flows from operating activities reported in accordance with GAAP. These terms, as defined by us, may not be comparable to similarly titled measures used by other companies. Adjusted EBITDA and free cash flow are reconciled to consolidated net income 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 $273$265 million and $538 million for both the three and six months ended March 31,June 30, 2018, respectively, and 2017.$256 million and $529 million for the three and six months ended June 30, 2017, respectively.

Three Months Ended March 31,Three Months Ended June 30, Six Months Ended June 30,
2018 20172018 2017 2018 2017
Consolidated net income$264
 $217
$356
 $226
 $620
 $443
Plus: Interest expense, net858
 719
888
 754
 1,746
 1,473
Income tax (benefit) expense(2) 19
Income tax expense7
 10
 5
 29
Depreciation and amortization2,707
 2,548
2,590
 2,592
 5,297
 5,140
Stock compensation expense72
 69
70
 65
 142
 134
Loss on extinguishment of debt
 34

 1
 
 35
Gain on financial instruments, net(63) (38)
Loss on financial instruments, net75
 70
 12
 32
Other, net47
 81
52
 122
 99
 203
Adjusted EBITDA$3,883
 $3,649
$4,038
 $3,840
 $7,921
 $7,489
          
Net cash flows from operating activities$2,636
 $2,664
$3,080
 $2,964
 $5,716
 $5,628
Less: Purchases of property, plant and equipment(2,183) (1,555)(2,391) (2,148) (4,574) (3,703)
Change in accrued expenses related to capital expenditures(565) (150)99
 347
 (466) 197
Free cash flow$(112) $959
$788
 $1,163
 $676
 $2,122



34



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.


36




Recent Events

In April 2018, Charter Operating and Charter Communications Operating Capital Corp. jointly issued $800 million aggregate principal amount of 5.375% senior notes due April 1, 2038 at a price of 98.846% of the aggregate principal amount and $1.7 billion aggregate principal amount of 5.750% senior notes due April 1, 2048 at a price of 99.706% of the aggregate principal amount. The net proceeds, together with cash on hand, will bewere used to repay certain existing indebtedness, including to repurchase or redeemthe redemption of all of the outstanding $2.0 billion in aggregate principal amount of Time Warner Cable, LLC’s 6.750% notes due July 1, 2018, to pay related fees and expenses and for general corporate purposes, including distributions to our parent companies to fund buybacks of Charter Class A common stock or Charter Holdings common units.

In July 2018, Charter Operating and Charter Communications Operating Capital Corp. jointly issued $400 million aggregate principal amount of senior floating rate notes due February 1, 2024 and $1.1 billion aggregate principal amount of 4.500% senior notes due February 1, 2024 at a price of 99.893% of the aggregate principal amount. Interest on the floating rate notes accrues at LIBOR plus 1.650%. The net proceeds will be used to pay related fees and expenses and for general corporate purposes, including distributions to our parent companies to fund potential buybacks of Charter Class A common stock or Charter Holdings common units.

Overview of Our Contractual Obligations and Liquidity

We have significant amounts of debt. The principal amount of our debt as of March 31,June 30, 2018 was $69.8$71.1 billion, consisting of $10.2$9.1 billion of credit facility debt, $40.7$43.1 billion of investment grade senior secured notes and $18.9 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 launch our new mobile services, we expect an initial funding period to grow a new product as well as negative working capital impacts from the timing of device-related cash flows when we provide the handset or tablet to customers pursuant to equipment installment plans. We had negative freeFree cash flow of $112was $788 million and $676 million for the three and six months ended March 31,June 30, 2018, respectively, and free cash flow of $959 million$1.2 billion and $2.1 billion for the three and six months ended March 31, 2017.June 30, 2017, respectively. The decrease in free cash flow is primarily due to an unfavorable change in working capital.capital as well as an increase in capital expenditures. As of March 31,June 30, 2018, the amount available under our credit facilities was approximately $2.83.9 billion and cash on hand was approximately $291$484 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 mergers and acquisitions as well as distributions to our parent companies for stock repurchases and dividends. Charter's target leverage remains at 4 to 4.5 times, and up to 3.5 times at the Charter Operating level. Our leverage was 4.5 as of March 31,June 30, 2018. We may increase the total amount of our indebtedness to maintain leverage within Charter's target leverage range. During the three and six months ended March 31,June 30, 2018, and 2017, Charter purchased approximately 1.65.7 million and 2.57.3 million shares, respectively, of Charter Class A common stock for approximately $556$1.7 billion and $2.2 billion, respectively, and during the three and six months ended June 30, 2017, Charter purchased approximately 10.0 million and $79912.4 million shares, respectively, of Charter Class A common stock for approximately $3.3 billion and $4.1 billion, respectively.

In December 2017, Charter and A/N entered into an amendment to the letter agreement (the "Letter Agreement") that requires A/N to sell to Charter or to Charter Holdings, on a monthly basis, a number of shares of Charter Class A common stock or Charter Holdings common units that represents a pro rata participation by A/N and its affiliates in any repurchases of shares of Charter Class A common stock from persons other than A/N effected by Charter during the immediately preceding calendar month, at a purchase price equal to the average price paid by Charter for the shares repurchased from persons other than A/N during such immediately preceding calendar month. A/N and Charter both have the right to terminate or suspend the pro rata repurchase arrangement on a prospective basis once Charter or Charter Holdings have repurchased shares of Class A common stock or Charter Holdings common units from A/N and its affiliates for an aggregate purchase price of $400 million. Charter Holdings purchased from A/N 369,4750.7 million and 83,4161.1 million Charter Holdings common units at an average price per unit of $343.88$295.31 and $324.63$312.38, or $127$201 million and $27$328 million, during the three and six months ended March 31,June 30, 2018, and 2017, respectively.

Charter Holdings purchased


3537



from A/N 1.2 million and 1.3 million Charter Holdings common units at an average price per unit of $326.50 and $326.38, or $402 million and $429 million, during the three and six months ended June 30, 2017, respectively.

As of March 31,June 30, 2018, Charter had remaining board authority to purchase an additional $554$786 million of Charter’s Class A common stock and/or Charter Holdings common units. 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. To the extent such purchases occur, CCO Holdings and its subsidiaries are the primary source for funding such purchases through distributions to their parent companies.

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

Free Cash Flow

Free cash flow decreased $1.1$375 million and $1.4 billion during the three and six months ended March 31,June 30, 2018, respectively, compared to the corresponding prior periodperiods in 2017 due to the following (dollars in millions).

Three months ended
March 31, 2018
compared to
three months ended
March 31, 2017
Increase / (Decrease)
Three months ended
June 30, 2018
compared to
three months ended
June 30, 2017
Increase / (Decrease)
 Six months ended
June 30, 2018
compared to
six months ended
June 30, 2017
Increase / (Decrease)
Changes in working capital, excluding change in accrued interest$(285) $(882)
Increase in capital expenditures$(628)(243) (871)
Changes in working capital, excluding change in accrued interest(597)
Increase in cash paid for interest, net(116)(122) (238)
Increase in Adjusted EBITDA234
198
 432
Decrease in merger and restructuring costs35
83
 118
Other, net1
(6) (5)
$(1,071)$(375) $(1,446)

Free cash flow was reduced by $116 million and $141 million during the three and six months ended June 30, 2018, respectively, compared to the corresponding prior periods due to mobile with impacts negatively affecting working capital, capital expenditures and Adjusted EBITDA. The changes in working capital, excluding change in accrued interest is primarily due to the timing of fourth quarter 2017 capital expenditures and other payments.

Limitations on Distributions

Distributions by us and our subsidiaries to a parent company for payment of principal on parent company notes are restricted under indentures and credit facilities governing our indebtedness, unless there is no default under the applicable indenture and credit facilities, and unless each applicable subsidiary’s leverage ratio test is met at the time of such distribution. As of March 31,June 30, 2018, there was no default under any of these indentures or credit facilities, and each subsidiary met its applicable leverage ratio tests based on March 31,June 30, 2018 financial results. There can be no assurance that they will satisfy these tests at the time of the contemplated distribution. Distributions by Charter Operating for payment of principal on parent company notes are further restricted by the covenants in its credit facilities.

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

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.


38




Historical Operating, Investing, and Financing Activities

Cash and Cash Equivalents. We held $291$484 million and $330 million in cash and cash equivalents as of March 31,June 30, 2018 and December 31, 2017, respectively.


36




Operating Activities. Net cash provided by operating activities decreasedincreased $2888 million during the threesix months ended March 31,June 30, 2018 compared to the threesix months ended March 31,June 30, 2017, primarily due to an increase in Adjusted EBITDA of $432 million and a decrease in merger and restructuring costs of $118 million offset by changes in working capital, excluding the change in accrued interest and accrued expenses related to capital expenditures, that used $182$219 million more cash and an increase in cash paid for interest, net of $116 million offset by an increase in Adjusted EBITDA of $234$238 million.

Investing Activities. Net cash used in investing activities was $2.7$5.1 billion and $1.7$3.6 billion for the threesix months ended March 31,June 30, 2018 and 2017, respectively. The increase in cash used was primarily due to an increase in capital expenditures.

Financing Activities. Net cash provided byused in financing activities was $63467 million and $464 million$2.9 billion for the threesix months ended March 31,June 30, 2018 and 2017, respectively. The decrease in cash providedused was primarily due to a decrease in distributions to parent companies as well as an increase in the amount by which borrowings of long-term debt exceeded repayments.

Capital Expenditures

We have significant ongoing capital expenditure requirements.  Capital expenditures were $2.2$2.4 billion and $1.6$4.6 billion for the three and six months ended March 31,June 30, 2018, respectively, and $2.1 billion and $3.7 billion for the three and six months ended June 30, 2017, respectively.  The increase was primarily due to higher spend on customer premise equipment for SPP and our all-digital initiative, higher scalable infrastructure related to the timing of spend and planned product improvements, and higher support capital investments due to the timing of spend and insourcing.mobile and higher line extensions as a result of regulatory merger conditions, offset by a decrease in CPE expenditures due to timing. See the table below for more details.
 
The actual amount of our capital expenditures in 2018 will depend on a number of factors, including our all-digital transition in the TWC and Bright House markets, further spend related to product development and growth rates of both our residential and commercial 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 $565$466 million and $150increased by $197 million for the threesix months ended March 31,June 30, 2018 and 2017, 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 March 31,June 30, 2018 and 2017. 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 March 31,Three Months Ended June 30, Six Months Ended June 30,
2018 20172018 2017 2018 2017
Customer premise equipment (a)$934
 $707
$828
 $1,017
 $1,762
 $1,724
Scalable infrastructure (b)486
 268
587
 382
 1,073
 650
Line extensions (c)291
 248
353
 297
 644
 545
Upgrade/rebuild (d)142
 107
190
 145
 332
 252
Support capital (e)330
 225
433
 307
 763
 532
Total capital expenditures$2,183
 $1,555
$2,391
 $2,148
 $4,574
 $3,703
          
Capital expenditures included in total related to:          
Commercial services$283
 $268
$309
 $335
 $592
 $603
All-digital transition$186
 $1
$88
 $5
 $274
 $6
Mobile$17
 $
$53
 $
 $70
 $



39



(a)Customer premise equipment includes costs incurred at the customer residence to secure new customers and revenue generating units. It also includesunits, including customer installation costs and customer premise equipment (e.g., set-top boxes and cable modems).
(b)Scalable infrastructure includes costs not related to customer premise equipment, to secure growth of new customers and revenue generating units, or provide service enhancements (e.g., headend equipment).
(c)Line extensions include network costs associated with entering new service areas (e.g., fiber/coaxial cable, amplifiers, electronic equipment, make-ready and design engineering).
(d)Upgrade/rebuild includes costs to modify or replace existing fiber/coaxial cable networks, including betterments.


37



(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).

Recently Issued Accounting Standards

See Note 15 to the accompanying consolidated financial statements contained in “Item 1. Financial Statements” for a discussion of recently issued accounting standards.

Item 3.     Quantitative and Qualitative Disclosures About Market Risk.

We use derivative instruments to manage foreign exchange risk on the Sterling Notes, and do not hold or issue derivative instruments for speculative trading purposes.

Cross-currency derivative instruments are used to effectively convert £1.275 billion aggregate principal amount of fixed-rate British pound sterling denominated debt, including annual interest payments and the payment of principal at maturity, to fixed-rate U.S. dollar denominated debt. The cross-currency derivative instruments have maturities of June 2031 and July 2042. We are required to post collateral on the cross-currency derivative instruments when such instruments are in a liability position. In May 2016, we entered into a collateral holiday agreement for 80% of both the 2031 and 2042 cross-currency swaps, which eliminates the requirement to post collateral for three years. For more information, see Note 6 to the accompanying consolidated financial statements contained in “Item 1. Financial Statements.”
      
As of March 31,June 30, 2018 and December 31, 2017, the weighted average interest rate on the credit facility debt was approximately 3.7%3.9% and 3.4%, respectively, and the weighted average interest rate on the senior notes was approximately 5.7% as of both time periods, resulting in a blended weighted average interest rate of 5.4% as of both time periods. The interest rate on approximately 85%87% and 86% of the total principal amount of our debt was effectively fixed as of March 31,June 30, 2018 and December 31, 2017, respectively.
  
The table set forth below summarizes the fair values and contract terms of financial instruments subject to interest rate risk maintained by us as of March 31,June 30, 2018 (dollars in millions).

2018 2019 2020 2021 2022 Thereafter Total Fair Value2018 2019 2020 2021 2022 Thereafter Total Fair Value
Debt:                              
Fixed-Rate$2,000
 $3,250
 $3,500
 $2,200
 $4,250
 $44,388
 $59,588
 $61,350
$2,000
 $3,250
 $3,500
 $2,200
 $4,250
 $46,784
 $61,984
 $62,010
Average Interest Rate6.75% 8.44% 4.19% 4.32% 4.70% 5.70% 5.67%  6.75% 8.44% 4.19% 4.32% 4.70% 5.69% 5.67%  
                              
Variable Rate$156
 $207
 $207
 $207
 $207
 $9,239
 $10,223
 $10,235
$104
 $207
 $207
 $207
 $207
 $8,189
 $9,121
 $9,099
Average Interest Rate3.89% 4.28% 4.40% 4.41% 4.39% 4.61% 4.58%  3.93% 4.35% 4.51% 4.50% 4.47% 4.72% 4.69%  

Interest rates on variable-rate debt are estimated using the average implied forward LIBOR for the year of maturity based on the yield curve in effect at March 31,June 30, 2018 including applicable bank spread.

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.


40




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.



38



During the quarter ended March 31,June 30, 2018, 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.




3941



PART II

Item 1.     Legal Proceedings.

Our Annual Report on Form 10-K for the year ended December 31, 2017 includes “Legal Proceedings” under Item 3 of Part I. Other than as described below and in Note 12 to the accompanying consolidated financial statements contained in “Item 1. Financial Statements,” there have been no material changes from the legal proceedings described in our Form 10-K.

On March 28, 2017, prior to the expiration of the collective bargaining agreement on March 31, 2017, approximately 1,600 of our employees in New York City and New Jersey, represented by Local 3 of the International Brotherhood of Electrical Workers (the “IBEW”) commenced a strike.  Local 3 called the strike because it rejected Charter’s proposal of substantial increases in wages and enrolling employees in Charter’s robust health and retirement benefits, preferring relatively flat wages and continuing to participate in the IBEW sponsored multi-employer pension and medical plans.  During the strike, Charter and the IBEW continued to negotiate but ultimately reached an impasse.  As a result of the impasse, Charter implemented the terms of its proposal, which terms are consistent with terms adopted in contracts between Charter and two other local IBEW union groups negotiated during the same period.  A group of employees represented by Local 3 have subsequently petitioned for an election to decertify the IBEW as the collective bargaining representative for the New York City and New Jersey bargaining unit employees.

During this period, the New York Public Service Commission (the “PSC”) has issued multiple orders against Charter including denying a simple franchise transfer of a small upstate New York cable system that Charter had planned to quickly upgrade to bring robust broadband services to the community for the first time. These orders include two orders on July 27, 2018 relating to the agreement by which the PSC approved Charter’s merger with Time Warner Cable. One order rejected Charter’s arguments as to why Charter has complied with the merger conditions and finds that Charter had failed to satisfy one of its merger conditions by not extending its high speed broadband network according to the PSC’s recent interpretation of which homes and businesses Charter built to should count, and it directs the initiation of a court action to impose financial and other penalties on Charter. The second order, based primarily upon Charter’s progress in meeting its broadband expansion commitment as judged by the PSC, rescinds the PSC’s January 2016 approval of Charter’s acquisition of Time Warner Cable’s New York operations and directs Charter to submit a plan to effect an orderly transition to a successor provider or providers for Charter to cease operations in New York within six months of the order.  Such plan has been ordered to be submitted within 60 days of the July 27, 2018 order.   On July 30, 2018, the PSC filed a petition for penalties and injunctive relief in the Supreme Court of the State of New York seeking penalties of $100,000 per day from June 18, 2018 and until Charter complies with the PSC order and also seeks injunctive relief from the court to enjoin failure to comply with the New York Public Service Laws or any regulation or order of the PSC. Charter continues to believe that its plain reading of the merger conditions is correct and that it is in compliance with the merger conditions. Charter has substantial defenses and appeal rights regarding the actions of the PSC and is aggressively defending against these unprecedented actions. We expect these proceedings to continue for up to several years. While the Company believes the actions by the PSC are without merit and intends to defend the actions vigorously and does not believe the results of the proceedings will have a material adverse effect on Charter, no assurance can be given that, should an adverse outcome result, it would not be material to the Company’s consolidated financial condition, results of operations or liquidity. The Company cannot predict the outcome of the PSC claims nor can it reasonably estimate a range of possible loss in the event of an adverse result.

Item 1A.     Risk Factors.

Our Annual Report on Form 10-K for the year ended December 31, 2017 includes "Risk Factors" under Item 1A of Part I. There have been no material changes from the updated risk factors described in our Form 10-K.

Item 6.     Exhibits.

See Exhibit Index.


4042



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, CCO Holdings, LLC and CCO Holdings Capital Corp. havehas duly caused this quarterly report to be signed on their behalf by the undersigned, thereunto duly authorized.
 

  CHARTER COMMUNICATIONS, INC.,CCO HOLDINGS, LLC,
  Registrant
     
  By: /s/ Kevin D. Howard
    Kevin D. Howard
    Senior Vice President - Finance, Controller and
Date: May 1,July 31, 2018   Chief Accounting Officer
     
     
  CCO HOLDINGS CAPITAL CORP.
  Registrant
     
  By: /s/ Kevin D. Howard
    Kevin D. Howard
    Senior Vice President - Finance, Controller and
Date: May 1,July 31, 2018   Chief Accounting Officer




S- 1




Exhibit Index
Exhibit Description
   
10.1
10.2
31.1* 
31.2* 
32.1* 
32.2* 
101** 
The following financial statements from CCO Holdings, LLC'sLLC’s Quarterly Report on Form 10-Q for the three and six months ended March 31,June 30, 2018, filed with the Securities and Exchange Commission on May 1,July 31, 2018, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Cash Flows; and (vi) the Notes to the Consolidated Financial Statements.

_____________
*Filed herewith.
**This exhibit will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (15 U.S.C. 78r) or otherwise subject to the liability of that section. Such exhibit will not be deemed to be incorporated by reference into any filing under the Securities Act or Securities Exchange Act, except to the extent that the company specifically incorporates it by reference.


E- 1