UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 10-Q

______________

(Mark One)


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

For the quarterly period ended ~~September 30, 2022~~March 31, 2023


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

For the Transition Period From to


Commission File Number:			001-37789
			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 No.)

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

(203) 905-7801

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

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

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

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

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

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

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

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 ~~September 30, 2022:~~March 31, 2023: 1

CCO HOLDINGS, LLC

CCO HOLDINGS CAPITAL CORP.

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

TABLE OF CONTENTS


		Page No.
PART I	FINANCIAL INFORMATION

Item 1	Financial Statements ‑ ~~CCO~~C CO Holdings, LLC and Subsidiaries
	Consolidated Balance Sheets as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022	1
	Consolidated Statements of Operations
	for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~	2
	Consolidated Statements of Changes in Member's Equity
	for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~	3
	Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~	4
	Notes to Consolidated Financial Statements	5

Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	1210

Item 3	Quantitative and Qualitative Disclosure About Market Risk	2622

Item 4	Controls and Procedures	2623

PART II	OTHER INFORMATION

Item 1	Legal Proceedings	2724

Item 1A	Risk Factors	27

~~Item 5~~	~~Other Information~~	2724

Item 6	Exhibits	2724

Signatures		S-1

Exhibit Index		E-1

This quarterly report on Form 10-Q is for the three ~~and nine~~ months ended ~~September 30, 2022.~~March 31, 2023. The United States Securities and Exchange Commission (“SEC”) allows us to “incorporate by reference” information that we file with the SEC, which means that we can disclose important information to you by referring you directly to those documents. In this quarterly report, “CCO Holdings,” “we,” “us” and “our” refer to CCO Holdings, LLC and its subsidiaries.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things, our plans, strategies and prospects, both business and financial including, without limitation, the forward-looking statements set forth in Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this quarterly report. Although we believe that our plans, intentions and expectations as reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions including, without limitation, the factors described under “Risk Factors” in Part I, Item 1A of our most recent Form 10-K filed with the SEC. Many of the forward-looking statements contained in this quarterly report may be identified by the use of forward-looking words such as “believe,” “expect,” “anticipate,” “should,” “planned,” “will,” “may,” “intend,” “estimated,” “aim,” “on track,” “target,” “opportunity,” “tentative,” “positioning,” “designed,” “create,” “predict,” “project,” “initiatives,” “seek,” “would,” “could,” “continue,” “ongoing,” “upside,” “increases,” “grow,” “focused on” and “potential,” among others. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this quarterly report are set forth in this quarterly report on Form 10-Q, in our annual report on Form 10-K, and in other reports or documents that we file from time to time with the SEC, and include, but are not limited to:

•our ability to sustain and grow revenues and cash flow from operations by offering Internet, video, voice, mobile, advertising and other services to residential and commercial customers, to adequately meet the customer experience demands in our service areas and to maintain and grow our customer base, particularly in the face of increasingly aggressive competition, the need for innovation and the related capital expenditures;

•the impact of competition from other market participants, including but not limited to incumbent telephone companies, direct broadcast satellite ("DBS") operators, wireless broadband and telephone providers, digital subscriber line (“DSL”) providers, fiber to the home providers and providers of video content over broadband Internet connections;

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

•our ability to obtain programming at reasonable prices or to raise prices to offset, in whole or in part, the effects of higher programming costs (including retransmission consents and distribution requirements);

•our ability to develop and deploy new products and technologies including consumer services and service platforms;

•any events that disrupt our networks, information systems or properties and impair our operating activities or our reputation;

•the effects of governmental regulation on our business including subsidies to consumers, subsidies and incentives for competitors, costs, disruptions and possible limitations on operating flexibility related to, and our ability to comply with, regulatory conditions applicable to us;

•the ability to hire and retain key personnel;

•our ability to procure necessary services and equipment from our vendors in a timely manner and at reasonable ~~costs;~~costs including in connection with our network evolution and rural construction initiatives;

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

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

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

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

CCO HOLDINGS, LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(dollars in millions)


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
		(unaudited)					(unaudited)
ASSETS	ASSETS					ASSETS
CURRENT ASSETS:	CURRENT ASSETS:					CURRENT ASSETS:
Cash and cash equivalents	Cash and cash equivalents	$	241	$	321	Cash and cash equivalents	$	292	$	392
Accounts receivable, less allowance for doubtful accounts of $230 and $157, respectively		2,795		2,539
Accounts receivable, less allowance for doubtful accounts of $211 and $219, respectively						Accounts receivable, less allowance for doubtful accounts of $211 and $219, respectively	2,707		2,869
Receivables from related party	Receivables from related party	33		—		Receivables from related party	7		—
Prepaid expenses and other current assets	Prepaid expenses and other current assets	369		341		Prepaid expenses and other current assets	629		402
Total current assets	Total current assets	3,438		3,201		Total current assets	3,635		3,663

INVESTMENT IN CABLE PROPERTIES:	INVESTMENT IN CABLE PROPERTIES:					INVESTMENT IN CABLE PROPERTIES:
Property, plant and equipment, net of accumulated depreciation of $35,292 and $34,108, respectively		34,106		33,327
Customer relationships, net of accumulated amortization of $15,177 and $14,180, respectively		3,073		4,060
Property, plant and equipment, net of accumulated depreciation of $36,506 and $36,035, respectively						Property, plant and equipment, net of accumulated depreciation of $36,506 and $36,035, respectively	35,717		35,147
Customer relationships, net of accumulated amortization of $15,777 and $15,478, respectively						Customer relationships, net of accumulated amortization of $15,777 and $15,478, respectively	2,479		2,772
Franchises	Franchises	67,363		67,346		Franchises	67,366		67,363
Goodwill	Goodwill	29,563		29,562		Goodwill	29,563		29,563
Total investment in cable properties, net	Total investment in cable properties, net	134,105		134,295		Total investment in cable properties, net	135,125		134,845

OTHER NONCURRENT ASSETS	OTHER NONCURRENT ASSETS	4,418		3,215		OTHER NONCURRENT ASSETS	4,291		4,259

Total assets	Total assets	$	141,961	$	140,711	Total assets	$	143,051	$	142,767
LIABILITIES AND MEMBER’S EQUITY	LIABILITIES AND MEMBER’S EQUITY					LIABILITIES AND MEMBER’S EQUITY
CURRENT LIABILITIES:	CURRENT LIABILITIES:					CURRENT LIABILITIES:
Accounts payable and accrued liabilities	Accounts payable and accrued liabilities	$	9,277	$	8,771	Accounts payable and accrued liabilities	$	9,056	$	9,735
Payables to related party	Payables to related party	—		1		Payables to related party	—		11
Current portion of long-term debt	Current portion of long-term debt	1,522		2,997		Current portion of long-term debt	1,999		1,510
Total current liabilities	Total current liabilities	10,799		11,769		Total current liabilities	11,055		11,256

LONG-TERM DEBT	LONG-TERM DEBT	95,510		88,564		LONG-TERM DEBT	95,973		96,093
LOANS PAYABLE - RELATED PARTY		753		1,027

DEFERRED INCOME TAXES	DEFERRED INCOME TAXES	57		57		DEFERRED INCOME TAXES	54		54
OTHER LONG-TERM LIABILITIES	OTHER LONG-TERM LIABILITIES	3,784		3,067		OTHER LONG-TERM LIABILITIES	3,434		3,471

MEMBER’S EQUITY:	MEMBER’S EQUITY:					MEMBER’S EQUITY:
CCO Holdings member's equity	CCO Holdings member's equity	31,034		36,203		CCO Holdings member's equity	32,512		31,868
Noncontrolling interests	Noncontrolling interests	24		24		Noncontrolling interests	23		25
Total member’s equity	Total member’s equity	31,058		36,227		Total member’s equity	32,535		31,893

Total liabilities and member’s equity	Total liabilities and member’s equity	$	141,961	$	140,711	Total liabilities and member’s equity	$	143,051	$	142,767

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

CCO HOLDINGS, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(dollars in millions)

Unaudited


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021				2023		2022
REVENUES	REVENUES	$	13,550	$	13,144	$	40,346	$	38,464	REVENUES		$	13,653	$	13,198

COSTS AND EXPENSES:	COSTS AND EXPENSES:									COSTS AND EXPENSES:
Operating costs and expenses (exclusive of items shown separately below)	Operating costs and expenses (exclusive of items shown separately below)	8,277		7,979		24,650		23,613		Operating costs and expenses (exclusive of items shown separately below)		8,539		8,158
Depreciation and amortization	Depreciation and amortization	2,169		2,264		6,688		7,049		Depreciation and amortization		2,199		2,286
Other operating (income) expenses, net		204		(7)		146		292
Other operating expenses, net										Other operating expenses, net		11		3
		10,650		10,236		31,484		30,954				10,749		10,447
Income from operations	Income from operations	2,900		2,908		8,862		7,510		Income from operations		2,904		2,751

OTHER INCOME (EXPENSES):	OTHER INCOME (EXPENSES):									OTHER INCOME (EXPENSES):
Interest expense, net	Interest expense, net	(1,157)		(1,013)		(3,313)		(2,995)		Interest expense, net		(1,256)		(1,053)
Other income (expenses), net	Other income (expenses), net	(36)		(155)		7		(243)		Other income (expenses), net		(104)		24
		(1,193)		(1,168)		(3,306)		(3,238)				(1,360)		(1,029)

Income before income taxes	Income before income taxes	1,707		1,740		5,556		4,272		Income before income taxes		1,544		1,722
Income tax expense	Income tax expense	(11)		(13)		(36)		(34)		Income tax expense		(14)		(13)
Consolidated net income	Consolidated net income	1,696		1,727		5,520		4,238		Consolidated net income		$	1,530	$	1,709
Less: Net income attributable to noncontrolling interests		—		—		(1)		(1)
Net income attributable to CCO Holdings member		$	1,696	$	1,727	$	5,519	$	4,237

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

CCO HOLDINGS, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN MEMBER’S EQUITY

(dollars in millions)

Unaudited


		CCO Holdings Member’s Equity		Noncontrolling Interests		Total Member’s Equity			CCO Holdings Member’s Equity		Noncontrolling Interests		Total Member’s Equity
BALANCE, December 31, 2021		$	36,203	$	24	$	36,227
Consolidated net income		1,709		—		1,709
Stock compensation expense		147		—		147
Contributions from parent		81		—		81
Distributions to parent		(3,775)		—		(3,775)
Distributions to noncontrolling interest		—		(1)		(1)
BALANCE, March 31, 2022		34,365		23		34,388
Consolidated net income		2,114		1		2,115
Stock compensation expense		104		—		104
Contributions from parent		5		—		5
Distributions to parent		(4,307)		—		(4,307)
BALANCE, June 30, 2022		32,281		24		32,305
BALANCE, December 31, 2022								BALANCE, December 31, 2022	$	31,868	$	25	$	31,893
Consolidated net income	Consolidated net income	1,696		—		1,696		Consolidated net income	1,530		—		1,530
Stock compensation expense	Stock compensation expense	109		—		109		Stock compensation expense	208		—		208
Distributions to parent	Distributions to parent	(3,052)		—		(3,052)		Distributions to parent	(1,094)		—		(1,094)
BALANCE, September 30, 2022		$	31,034	$	24	$	31,058
Distributions to noncontrolling interest								Distributions to noncontrolling interest	—		(2)		(2)
BALANCE, March 31, 2023								BALANCE, March 31, 2023	$	32,512	$	23	$	32,535

CCO Holdings Member’s Equity Noncontrolling Interests Total Member’s Equity
BALANCE, December 31, 2020 $ 47,185 $ 23 $ 47,208
Consolidated net income 1,099 — 1,099
Stock compensation expense 134 — 134
Distributions to parent (4,244) — (4,244)
Distributions to noncontrolling interest — (1) (1)
BALANCE, March 31, 2021 44,174 22 44,196
Consolidated net income 1,411 1 1,412
Stock compensation expense 100 — 100
Contributions from parent 2 — 2
Distributions to parent (4,105) — (4,105)
BALANCE, June 30, 2021 41,582 23 41,605
Consolidated net income 1,727 — 1,727
Stock compensation expense 98 — 98
Distributions to parent (4,024) — (4,024)
BALANCE, September 30, 2021 $ 39,383 $ 23 $ 39,406


	CCO Holdings Member’s Equity		Noncontrolling Interests		Total Member’s Equity
BALANCE, December 31, 2021	$	36,203	$	24	$	36,227
Consolidated net income	1,709		—		1,709
Stock compensation expense	147		—		147
Contributions from parent	81		—		81
Distributions to parent	(3,775)		—		(3,775)
Distributions to noncontrolling interest	—		(1)		(1)
BALANCE, March 31, 2022	$	34,365	$	23	$	34,388

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

CCO HOLDINGS, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in millions)

Unaudited


		Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021			2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES:	CASH FLOWS FROM OPERATING ACTIVITIES:					CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net income	Consolidated net income	$	5,520	$	4,238	Consolidated net income	$	1,530	$	1,709
Adjustments to reconcile consolidated net income to net cash flows from operating activities:	Adjustments to reconcile consolidated net income to net cash flows from operating activities:					Adjustments to reconcile consolidated net income to net cash flows from operating activities:
Depreciation and amortization	Depreciation and amortization	6,688		7,049		Depreciation and amortization	2,199		2,286
Stock compensation expense	Stock compensation expense	360		332		Stock compensation expense	208		147
Noncash interest income, net	Noncash interest income, net	(25)		(27)		Noncash interest income, net	(8)		(7)
Other, net	Other, net	(56)		285		Other, net	104		(24)
Changes in operating assets and liabilities, net of effects from acquisitions and dispositions:	Changes in operating assets and liabilities, net of effects from acquisitions and dispositions:					Changes in operating assets and liabilities, net of effects from acquisitions and dispositions:
Accounts receivable	Accounts receivable	(256)		(104)		Accounts receivable	162		56
Prepaid expenses and other assets	Prepaid expenses and other assets	(79)		(111)		Prepaid expenses and other assets	(332)		(169)
Accounts payable, accrued liabilities and other	Accounts payable, accrued liabilities and other	(258)		321		Accounts payable, accrued liabilities and other	(457)		(342)
Receivables from and payables to related party	Receivables from and payables to related party	(8)		(56)		Receivables from and payables to related party	(16)		(12)
Net cash flows from operating activities	Net cash flows from operating activities	11,886		11,927		Net cash flows from operating activities	3,390		3,644

CASH FLOWS FROM INVESTING ACTIVITIES:	CASH FLOWS FROM INVESTING ACTIVITIES:					CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment	Purchases of property, plant and equipment	(6,456)		(5,536)		Purchases of property, plant and equipment	(2,464)		(1,857)
Change in accrued expenses related to capital expenditures	Change in accrued expenses related to capital expenditures	284		(51)		Change in accrued expenses related to capital expenditures	(195)		10
Other, net	Other, net	(232)		59		Other, net	(77)		(4)
Net cash flows from investing activities	Net cash flows from investing activities	(6,404)		(5,528)		Net cash flows from investing activities	(2,736)		(1,851)

CASH FLOWS FROM FINANCING ACTIVITIES:	CASH FLOWS FROM FINANCING ACTIVITIES:					CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt	Borrowings of long-term debt	21,528		15,263		Borrowings of long-term debt	7,104		6,713
Repayments of long-term debt	Repayments of long-term debt	(15,659)		(9,651)		Repayments of long-term debt	(6,740)		(2,954)
Borrowings (repayments) of loans payable - related parties, net		(290)		13
Payments for debt issuance costs	Payments for debt issuance costs	(71)		(76)		Payments for debt issuance costs	(18)		(37)
Repayments of loans payable - related parties, net						Repayments of loans payable - related parties, net	(3)		—
Distributions to parent	Distributions to parent	(11,134)		(12,373)		Distributions to parent	(1,094)		(3,775)
Contributions from parent	Contributions from parent	86		2		Contributions from parent	—		81
Distributions to noncontrolling interest	Distributions to noncontrolling interest	(1)		(1)		Distributions to noncontrolling interest	(2)		(1)
Other, net	Other, net	(21)		(82)		Other, net	(1)		1
Net cash flows from financing activities	Net cash flows from financing activities	(5,562)		(6,905)		Net cash flows from financing activities	(754)		28

NET DECREASE IN CASH AND CASH EQUIVALENTS		(80)		(506)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS						NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(100)		1,821
CASH AND CASH EQUIVALENTS, beginning of period	CASH AND CASH EQUIVALENTS, beginning of period	321		710		CASH AND CASH EQUIVALENTS, beginning of period	392		321
CASH AND CASH EQUIVALENTS, end of period	CASH AND CASH EQUIVALENTS, end of period	$	241	$	204	CASH AND CASH EQUIVALENTS, end of period	$	292	$	2,142

CASH PAID FOR INTEREST	CASH PAID FOR INTEREST	$	3,230	$	3,024	CASH PAID FOR INTEREST	$	1,182	$	975
CASH PAID FOR TAXES	CASH PAID FOR TAXES	$	37	$	34	CASH PAID FOR TAXES	$	2	$	2

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

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 a leading broadband connectivity company and cable operator. Over an advanced ~~high-capacity, two-way telecommunications~~communications network, the Company offers a full range of state-of-the-art residential and business services including Spectrum Internet®, TV, Mobile and Voice. For small and medium-sized companies, Spectrum Business® delivers the same suite of broadband products and services coupled with special features and applications to enhance productivity, while for larger businesses and government entities, Spectrum ~~Enterprise~~Enterprise™ provides highly customized, fiber-based solutions. Spectrum Reach® delivers tailored advertising and production for the modern media landscape. The Company also distributes award-winning news coverage and sports programming to its customers through Spectrum Networks.

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

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.

Basis of Presentation

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

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Areas involving significant judgments and estimates include capitalization of labor and overhead costs and pension benefits. Actual results could differ from those estimates. Certain prior period amounts have been reclassified to conform with the 2023 presentation.

Comprehensive income equaled consolidated net income ~~attributable to CCO Holdings member~~ for the three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023 and ~~2021.~~2022.

~~2. Investments~~

In June 2022, the Company and Comcast Corporation ("Comcast") entered into a 50/50 joint venture to develop and offer a next-generation streaming platform on a variety of streaming devices and smart TVs. Comcast licensed its streaming platform and hardware to the joint venture and contributed the retail business for XClass TVs and Xumo, a streaming service it acquired in 2020. The Company's investment is approximately $981 million with $175 million paid in June 2022 and with the remaining non-cancelable required contributions to be paid over multiple years and recorded as accrued obligations as of September 30,

CCO HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in millions, except where indicated)

~~2022. The Company accounts for the investment as an equity method investment and records investment income (loss) on its share of the joint venture income (loss).~~

3.2. Accounts Payable and Accrued Liabilities

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


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Accounts payable – trade	Accounts payable – trade	$	705	$	706	Accounts payable – trade	$	726	$	914
Deferred revenue	Deferred revenue	521		458		Deferred revenue	523		511
Accrued liabilities:	Accrued liabilities:					Accrued liabilities:
Programming costs	Programming costs	1,979		2,036		Programming costs	1,882		1,914
Labor	Labor	1,198		1,299		Labor	947		1,306
Capital expenditures	Capital expenditures	1,546		1,281		Capital expenditures	1,592		1,792
Interest	Interest	1,189		1,099		Interest	1,248		1,165
Taxes and regulatory fees	Taxes and regulatory fees	584		533		Taxes and regulatory fees	507		512
Operating lease liabilities	Operating lease liabilities	257		237		Operating lease liabilities	257		261
Other	Other	1,298		1,122		Other	1,374		1,360
		$	9,277	$	8,771		$	9,056	$	9,735

4.3. Long-Term Debt

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


		September 30, 2022						December 31, 2021							March 31, 2023						December 31, 2022
		Principal Amount		Carrying Value		Fair Value		Principal Amount		Carrying Value		Fair Value			Principal Amount		Carrying Value		Fair Value		Principal Amount		Carrying Value		Fair Value
Senior unsecured notes	Senior unsecured notes	$	26,650	$	26,564	$	21,760	$	23,950	$	23,882	$	24,630	Senior unsecured notes	$	27,250	$	27,159	$	23,638	$	26,650	$	26,567	$	22,426

Senior secured notes and debentures(a)	Senior secured notes and debentures(a)	56,724		57,112		45,620		56,525		57,011		64,346		Senior secured notes and debentures(a)	55,873		56,230		47,636		56,841		57,213		46,905

Credit facilities(b)	Credit facilities(b)	13,413		13,356		12,824		10,723		10,668		10,665		Credit facilities(b)	14,640		14,583		14,267		13,877		13,823		13,467
		$	96,787	$	97,032	$	80,204	$	91,198	$	91,561	$	99,641		$	97,763	$	97,972	$	85,541	$	97,368	$	97,603	$	82,798

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

(b)The Company has availability under the Charter Communications Operating, LLC ("Charter Operating") credit facilities of approximately ~~$4.6~~$3.3 billion as of ~~September 30, 2022.~~March 31, 2023.

The estimated fair value of the Company’s senior unsecured and secured notes and debentures as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 is based on quoted market prices in active markets and is classified within Level 1 of the valuation hierarchy, while the estimated fair value of the Company’s credit facilities is based on quoted market prices in inactive markets and is classified within Level 2.

In ~~January 2022,~~February 2023, CCO Holdings and CCO Holdings Capital Corp. jointly issued ~~$1.2~~$1.1 billion of ~~4.750%~~7.375% senior unsecured notes due ~~February 2032~~March 2031 at par. The net proceeds were used for general corporate purposes, including repaying certain indebtedness, distributions to the Company's parent companies to fund buybacks of Charter Class A common stock and Charter Holdings common units ~~to repay certain indebtedness~~ and to pay related fees and expenses.

In ~~March 2022,~~February 2023, Charter Operating entered into an amendment to its credit agreement to replace London Interbank Offering Rate ("LIBOR") as the benchmark rate applicable to the Term B loans with Secured Overnight Financing Rate ("SOFR") and in March 2023, Charter ~~Communications~~ Operating ~~Capital Corp. jointly issued $1.0 billion~~entered into another amendment to its credit agreement to incur a new Term B-3 loan with an aggregate principal amount of ~~4.400% senior secured notes due April 2033 at a price~~$750 million maturing in 2030 concurrently with the cancelation of ~~99.634%~~certain of ~~the aggregate principal amount, $1.5 billion aggregate principal amount of 5.250% senior secured notes due April 2053 at a price of 99.300% of the aggregate~~Charter

CCO HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in millions, except where indicated)

~~principal amount~~Operating's existing Term B-1 and ~~$1.0 billion aggregate principal amount of 5.500% senior secured notes due April 2063 at a price of 99.255% of~~B-2 loans, among other amendments. Pricing on the aggregate principal amount. The net proceeds were used for general corporate purposes, including distributions to the Company's parent companies to fund buybacks of Charter Class A common stock and Charter Holdings common units, to repay certain indebtedness and to pay related fees and expenses.

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

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

Term B-3 loan is SOFR plus 2.25%. After giving effect to the ~~Amendment: (i)~~amendments, the aggregate principal amount of ~~term A-5~~Term B-1 loans ~~outstanding as of September 30, 2022~~ is ~~$6.0~~$2.3 billion with a pricing ~~of Secured Overnight Financing Rate ("SOFR")~~unchanged at SOFR plus ~~1.25%, (ii)~~1.75% and the aggregate principal amount of ~~term A-6~~Term B-2 loans ~~outstanding as of September 30, 2022~~ is ~~$494 million~~$3.1 billion with a pricing ofunchanged at SOFR plus 1.50% and (iii) the aggregate amount of the revolving credit facility increased to a total capacity of $5.5 billion and the interest rate benchmark changed from London Interbank Offering Rate ("LIBOR") to SOFR, with a pricing of SOFR plus 1.25%1.75%. The aggregate principal amount of term B-1 loans (maturing April 30, 2025) and term B-2 loans (maturing February 1, 2027) outstanding as of September 30, 2022 are $2.4 billion and $3.7 billion, respectively, with LIBOR-based pricing unchanged.

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

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

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

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

~~5. Loans Payable - Related Party~~

Loans payable - related party as of September 30, 2022 and December 31, 2021 consists of loans from Charter Communications Holding Company, LLC (“Charter Holdco”) to Charter Operating of $753 million and $743 million, respectively, and loans from Charter to Charter Operating of $284 million as of December 31, 2021. Interest accrued at LIBOR plus 1.25% on the loans payable from Charter Holdco and LIBOR plus 2.00% on the loans payable from Charter during the periods ending September 30, 2022 and December 31, 2021.

~~CCO HOLDINGS, LLC AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

~~(dollars in millions, except where indicated)~~

6.4. Accounting for Derivative Instruments and Hedging Activities

Cross-currency derivative instruments are used to manage foreign exchange risk on the Sterling Notes by effectively converting £1.275 billion aggregate principal amount of fixed-rate British pound sterling denominated debt, including annual interest payments and the payment of principal at maturity, to fixed-rate U.S. dollar denominated debt. The fair value of the Company's cross-currency derivatives, which are classified within Level 2 of the valuation hierarchy, was ~~$772~~$565 million and ~~$290~~$570 million and is included in other long-term liabilities on its consolidated balance sheets as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively.

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


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021				2023		2022
Change in fair value of cross-currency derivative instruments	Change in fair value of cross-currency derivative instruments	$	(322)	$	(111)	$	(482)	$	(133)	Change in fair value of cross-currency derivative instruments		$	5	$	(36)
Foreign currency remeasurement of Sterling Notes to U.S. dollars	Foreign currency remeasurement of Sterling Notes to U.S. dollars	129		47		304		26		Foreign currency remeasurement of Sterling Notes to U.S. dollars		(32)		50
Loss on financial instruments, net		$	(193)	$	(64)	$	(178)	$	(107)
Gain (loss) on financial instruments, net										Gain (loss) on financial instruments, net		$	(27)	$	14

7.5. Revenues

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


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021				2023		2022
Internet	Internet	$	5,571	$	5,363	$	16,585	$	15,670	Internet		$	5,718	$	5,452
Video	Video	4,379		4,502		13,209		13,224		Video		4,254		4,346
Voice	Voice	391		409		1,180		1,202		Voice		373		391
Mobile service										Mobile service		497		387
Residential revenue	Residential revenue	10,341		10,274		30,974		30,096		Residential revenue		10,842		10,576

Small and medium business	Small and medium business	1,082		1,062		3,221		3,116		Small and medium business		1,091		1,070
Enterprise	Enterprise	673		656		2,003		1,930		Enterprise		682		661
Commercial revenue	Commercial revenue	1,755		1,718		5,224		5,046		Commercial revenue		1,773		1,731

Advertising sales	Advertising sales	481		391		1,324		1,146		Advertising sales		355		383
Mobile		750		535		2,166		1,546
Other	Other	223		226		658		630		Other		683		508
		$	13,550	$	13,144	$	40,346	$	38,464			$	13,653	$	13,198

As of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, accounts receivable, net on the consolidated balance sheets includes approximately ~~$492~~$632 million and ~~$391~~$577 million of current equipment installment plan receivables, respectively, and other noncurrent assets includes approximately ~~$225~~$352 million and ~~$189~~$261 million of noncurrent equipment installment plan receivables, respectively.

CCO HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in millions, except where indicated)

8.6. 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 September 30, Nine Months Ended September 30,
2022 2021 2022 2021
Programming $ 2,871 $ 2,983 $ 8,820 $ 8,949
Regulatory, connectivity and produced content 587 634 1,742 1,902
Costs to service customers 1,982 1,899 5,801 5,530
Marketing 861 788 2,493 2,280
Mobile 846 607 2,403 1,765
Other 1,130 1,068 3,391 3,187
$ 8,277 $ 7,979 $ 24,650 $ 23,613


	Three Months Ended March 31,
		2023		2022
Programming		$	2,799	$	2,977
Other costs of revenue		1,328		1,108
Costs to service customers		2,095		1,959
Sales and marketing		946		880
Other expense		1,371		1,234
		$	8,539	$	8,158

Programming costs consist primarily of costs paid to programmers for basic, premium, ~~digital,~~ video on demand and pay-per-view programming. ~~Regulatory, connectivity~~Other costs of revenue include costs directly related to providing Internet, video, voice and ~~produced content~~mobile services including mobile device costs, ~~represent~~ payments to franchise and regulatory authorities, ~~costs directly related to providing video, Internet and voice services as well as~~ payments for sports, local and news content produced by the ~~Company. Included~~Company and direct costs associated with selling advertising. Also included in ~~regulatory, connectivity and produced content~~other costs isof revenue are content acquisition costs for the Los Angeles Lakers’ basketball games and Los Angeles Dodgers’ baseball games, which are recorded as games are exhibited over the contract period. Costs to service customers include costs related to field operations, network operations and customer ~~care~~operations for the Company’s products, including mobile, sold to non-bulk residential and SMB customers including internal and third-party labor for the non-capitalizable portion of installations, service and repairs, maintenance, bad debt expense, billing and collection, occupancy and vehicle costs. ~~Marketing~~Sales and marketing costs represent the costs of selling and marketing our Internet, video, voice and mobile services to current and potential non-bulk residential and ~~commercial~~SMB customers, including labor costs. Mobile costs represent costs associated with the Company's mobile service such as device and service costs, marketing, sales and commissions, retail stores, personnel costs, taxes, among others.cost. Other expense includes ~~corporate overhead, advertising sales expenses,~~ indirect costs associated with the Company’s ~~enterprise business customers~~Spectrum Enterprise, Spectrum Reach and ~~regional sports~~Spectrum Networks businesses, including sales and ~~news networks, property tax~~marketing and ~~insurance~~bad debt expenses as well as costs associated with selling to and servicing bulk properties. Other expense also includes corporate overhead and stock compensation expense, among others.

9.7. Other Operating ~~(Income)~~ Expenses, Net

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

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
Special charges, net $ 200 $ (5) $ 141 $ 250
(Gain) loss on disposal of assets, net 4 (2) 5 42
$ 204 $ (7) $ 146 $ 292

~~Special charges, net~~

~~Special charges, net~~$11 million and $3 million for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022, respectively, primarily includes litigation settlements and the nine months ended September 30, 2022 also includes a $54 million gain related to the settlement of a multiemployer pension plan. For the nine months ended September 30, 2021, special charges, net includes net amounts of litigation settlements ~~including the $220 million settlement with Sprint Communications Company L.P. and T-Mobile USA, Inc.,~~ and employee termination costs.

~~CCO HOLDINGS, LLC AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

~~(dollars in millions, except where indicated)~~

~~10.~~8. Other Income (Expenses), Net

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

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
Loss on extinguishment of debt (see Note 4) $ — $ (69) $ (3) $ (144)
Loss on financial instruments, net (see Note 6) (193) (64) (178) (107)
Net periodic pension benefits (costs) 207 (15) 241 176
Loss on equity investments, net (50) (7) (53) (168)
$ (36) $ (155) $ 7 $ (243)

~~Net periodic pension benefits~~

During the three and nine months ended September 30, 2022 and nine months ended September 30, 2021, settlements for lump-sum distributions to pension plan participants exceeded the estimated annual interest cost of the plans. As a result, the pension liability and pension asset values were reassessed utilizing remeasurement date assumptions in accordance with the Company's mark-to-market pension accounting policy to record gains and losses in the period in which a remeasurement event occurs. Net periodic pension benefits includes a $189 million remeasurement gain recorded during the three and nine months ended September 30, 2022 and a $155 million remeasurement gain recorded during the nine months ended September 30, 2021 which were primarily driven by changes in the discount rate offset by losses to record assets to fair value.

~~Loss on equity investments, net~~

~~Loss on equity investments, net includes impairments on equity investments of approximately $165 million for the nine months ended September 30, 2021.~~


	Three Months Ended March 31,
		2023		2022

Gain (loss) on financial instruments, net (see Note 4)		$	(27)	$	14
Net periodic pension benefits		2		17
Loss on equity investments, net		(79)		(7)
		$	(104)	$	24

~~11.~~9. Stock Compensation Plans

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

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 September 30,		Nine Months Ended September 30,			Three Months Ended March 31,
		2022	2021	2022	2021			2023	2022
Stock options	Stock options	50,700	36,900	1,455,100	1,278,700	Stock options		4,235,700	1,372,400
Restricted stock		—	—	6,800	4,600

Restricted stock units	Restricted stock units	175,600	8,900	618,700	363,100	Restricted stock units		1,514,400	423,600

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

As of ~~September 30, 2022,~~March 31, 2023, total unrecognized compensation remaining to be recognized in future periods totaled ~~$268~~$643 million for stock options, $2$0.2 million for restricted stock and ~~$329~~$701 million for restricted stock units and the weighted average period over which they are expected to be recognized is two years for stock options, ~~seven months~~one month for restricted stock and two years for restricted stock units.

~~CCO HOLDINGS, LLC AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

~~(dollars in millions, except where indicated)~~

The Company recorded stock compensation expense of ~~$109~~$208 million and ~~$360~~$147 million for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022, ~~respectively, and $98 million and $332 million for the three and nine months ended September 30, 2021,~~ respectively, which is included in operating costs and expenses.

~~12.~~ ~~Contingencies~~

In March 2020, Charter Communications, LLC (“CC, LLC”), an indirect subsidiary of the Company, was named as a defendant in a lawsuit filed in Dallas, Texas related to the fatal stabbing of an individual in her home by an off duty CC, LLC technician: William Goff, as Personal Representative of Betty Jo McClain Thomas, deceased, et al. v. Roy James Holden, Jr. and Charter Communications, LLC, Case No. CC-20-01579-E, pending in County Court at Law No. 5 for Dallas County, Texas. The complaint alleged that CC, LLC was responsible for Mrs. Thomas' death. Following a two phase trial, the jury returned a verdict finding CC, LLC ninety percent at fault for Mrs. Thomas’ death, and awarded compensatory damages of $375 million to plaintiffs and then awarded $7.0 billion in punitive damages to plaintiffs on July 26, 2022. On October 7, 2022, plaintiffs filed a motion for a judgment that proposed a reduced total award of $1.144 billion. The trial judge signed the judgment, and CC, LLC posted a $25 million bond to stay the judgment pending appeals. CC, LLC will continue to vigorously defend this lawsuit including pursuing all available appeals.

The Company has considered various factors, including the legal and factual circumstances of the case, the trial record, the jury verdicts, the status of the proceedings, applicable law, the views of legal counsel, the court’s rulings in advance of and during the trial, along with post-trial motions of the parties in determining the various grounds for appeal that the Company expects to vigorously pursue and the likelihood of a successful appeal. Based on these factors, the Company has concluded that a loss from this case is not probable and reasonably estimable. Therefore, the Company has not accrued a liability for the adverse verdict in its financial statements as of September 30, 2022.

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

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

119

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. All of the outstanding capital stock of CCO Holdings Capital Corp. is owned by CCO Holdings. The consolidated financial statements include the accounts of CCO Holdings and all of its subsidiaries where the underlying operations reside. All significant intercompany accounts and transactions among consolidated entities have been eliminated.

We are a leading broadband connectivity company and cable operator serving more than 32 million customers in 41 states through our Spectrum brand. Over an advanced ~~high-capacity, two-way telecommunications~~communications network, we offer a full range of state-of-the-art residential and business services including Spectrum Internet, TV, Mobile and Voice. For small and medium-sized companies, Spectrum Business delivers the same suite of broadband products and services coupled with special features and applications to enhance productivity, while for larger businesses and government entities, Spectrum Enterprise provides highly customized, fiber-based solutions. Spectrum Reach delivers tailored advertising and production for the modern media landscape. We also distribute award-winning news coverage and sports programming to our customers through Spectrum Networks.

Overview

~~In 2022,~~ Beginning in the first quarter of 2023, we ~~remain focused on driving customer relationship growth.~~ removed separate mobile reporting, among several other changes, to better reflect the converged and integrated nature of our business and operations. We made the following changes to our reporting:

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

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

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

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

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

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

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

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

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

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

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

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

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

During the first quarter of 2023, we added 686,000 mobile lines, 76,000 Internet customers and 16,000 residential and SMB customer relationships, ~~increased by 17,000 during the third quarter of 2022 and 192,000 from September 30, 2021 to September 30, 2022,~~ which excludes mobile-only customers. Our Spectrum One offering, which brings together Spectrum Internet, Advanced WiFi and Unlimited Spectrum Mobile to offer consumers fast, reliable and secure online connections on their favorite devices at home and on-the-go in a high-value package, contributed to our increase in mobile lines in the first quarter. We continue to see lower customer move rates and switching behavior among providers, which has reduced our selling opportunities. ~~Our~~We are beginning to see benefits from the targeted investments we are making in employee wages and benefits inside of our operations to build employee skill sets and tenure, as well as the continued investments in digitization of our

customer service platforms and proactive maintenance, all with the goal of improving the customer experience, reducing transactions and driving customer growth and retention.

We spent $391 million on our subsidized rural construction initiative ~~is underway which~~during the three months ended March 31, 2023. We expect that over time, our subsidized rural construction initiative will support customer growth, and in the first quarter of 2023, we ~~expect will expand our footprint by~~activated approximately ~~1 million homes and businesses over the next six years, and~~44,000 subsidized rural passings. In addition, we ~~expect to participate in additional government subsidy programs that would further expand our footprint. We~~ continue to evolve and upgrade our network to provide ~~increased~~higher Internet speeds and reliability and invest in our products and customer service platforms. We currently offer Spectrum Internet products with speeds up to 1 Gbps across our entire ~~footprint.~~footprint and over the next three years, we plan to upgrade our network to provide multi-gigabit speeds. Our Advanced WiFi, a managed WiFi service that provides customers an optimized home network while providing greater control of their connected devices with enhanced security and privacy, is available to ~~nearly~~ all Internet customers. We continue to invest in our ability to provide a differentiated Internet connectivity experience for our mobile and fixed Internet customers with ~~the~~increasing availability of ~~over 500,000 out of home~~out-of-home WiFi access points across our footprint. In October, we introduced Spectrum One, which brings together Spectrum Internet, Advanced WiFi and Unlimited Spectrum Mobile™, to offer consumers faster, more reliable and secure online connections on their favorite devices at home and on the go in a high-value package. In addition, we continue to work towards the construction of our own 5G mobile data-only network leveraging ~~the Citizens~~our Citizen Broadband Radio Service ~~(“CBRS”~~("CBRS") Priority Access ~~Licenses (“PALs”) purchased in 2020.~~Licenses. By continually improving our product set and offering consumers the opportunity to save money by switching to our services, we believe we can continue to penetrate our expanding footprint and ~~attract~~capture more spend on additional products for our existing customers. During the nine months ended September 30, 2022, we added 1,113,000 mobile lines and 239,000 Internet customers, and for the quarter ended September 30, 2022, we added 396,000 mobile lines and 75,000 Internet customers.

We believe Spectrum-branded mobile services will drive higher sales of our core products, create longer customer lives and increase profitability and cash flow over time. During the three and nine months ended September 30, 2022, our mobile product line increased revenues by $750 million and $2.2 billion, respectively, reduced Adjusted EBITDA by approximately $96 million and $237 million, respectively, and reduced free cash flow by approximately $208 million and $768 million, respectively. During the three and nine months ended September 30, 2021, our mobile product line increased revenues by $535 million and $1.5 billion, respectively, reduced Adjusted EBITDA by approximately $72 million and $219 million, respectively, and reduced free cash flow by approximately $145 million and $606 million, respectively. Mobile Adjusted EBITDA may continue to be negative primarily as a result of growth-related sales and marketing and other customer acquisition costs for mobile services, and depending on the pace of that growth. We also expect to continue to see negative free cash flow from the timing of device-related cash flows when we sell devices to customers pursuant to equipment installment plans and capital expenditures related to CBRS build-out.

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 September 30,						Nine Months Ended September 30,							Three Months Ended March 31,
		2022		2021		% Change		2022		2021		% Change				2023		2022		% Change
Revenues	Revenues	$	13,550	$	13,144	3.1	%	$	40,346	$	38,464	4.9	%	Revenues		$	13,653	$	13,198	3.4	%
Adjusted EBITDA	Adjusted EBITDA	$	5,382	$	5,263	2.3	%	$	16,056	$	15,183	5.8	%	Adjusted EBITDA		$	5,322	$	5,187	2.6	%
Income from operations	Income from operations	$	2,900	$	2,908	(0.2)	%	$	8,862	$	7,510	18.0	%	Income from operations		$	2,904	$	2,751	5.6	%

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

Growth in total revenue was primarily due to pass-through of programming cost increases to video customers and other price adjustments and growth in our residential mobile, Internet ~~mobile~~ and commercial ~~customers and price adjustments.~~customers. Adjusted EBITDA growth and changes in income from operations were impacted by growth in revenue and increases in operating costs and expenses, primarily ~~mobile,~~other costs of revenue and costs to service customers ~~and marketing.~~partly offset by a decrease in programming expense.

1311

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


		Approximate as of					Approximate as of
		September 30,					March 31,
		2022 (a)		2021 (a)			2023 (a)		2022 (a)
Customer Relationships (b)	Customer Relationships (b)					Customer Relationships (b)
Residential	Residential	29,946		29,823		Residential	29,996		30,035
SMB	SMB	2,195		2,126		SMB	2,215		2,163
Total Customer Relationships	Total Customer Relationships	32,141		31,949		Total Customer Relationships	32,211		32,198

Monthly Residential Revenue per Residential Customer (c)	Monthly Residential Revenue per Residential Customer (c)	$	115.16	$	115.15	Monthly Residential Revenue per Residential Customer (c)	$	120.56	$	117.58
Monthly SMB Revenue per SMB Customer (d)	Monthly SMB Revenue per SMB Customer (d)	$	164.89	$	167.29	Monthly SMB Revenue per SMB Customer (d)	$	164.58	$	165.58

Internet	Internet					Internet
Residential	Residential	28,320		27,965		Residential	28,479		28,301
SMB	SMB	2,008		1,934		SMB	2,030		1,973
Total Internet Customers	Total Internet Customers	30,328		29,899		Total Internet Customers	30,509		30,274

Video	Video					Video
Residential	Residential	14,642		15,287		Residential	14,260		15,093
SMB	SMB	649		604		SMB	646		628
Total Video Customers	Total Video Customers	15,291		15,891		Total Video Customers	14,906		15,721

Voice	Voice					Voice
Residential	Residential	7,929		8,784		Residential	7,473		8,465
SMB	SMB	1,287		1,273		SMB	1,290		1,288
Total Voice Customers	Total Voice Customers	9,216		10,057		Total Voice Customers	8,763		9,753

Mobile Lines (e)	Mobile Lines (e)					Mobile Lines (e)
Residential	Residential	4,516		3,085		Residential	5,782		3,805
SMB	SMB	161		99		SMB	196		132
Total Mobile Lines	Total Mobile Lines	4,677		3,184		Total Mobile Lines	5,978		3,937

Enterprise Primary Service Units ("PSUs") (f)	Enterprise Primary Service Units ("PSUs") (f)	282		269		Enterprise Primary Service Units ("PSUs") (f)	288		274

(a)We calculate the aging of customer accounts based on the monthly billing cycle for each account. On that basis, as of ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ customers include approximately ~~151,700~~119,800 and ~~119,200~~132,500 customers, respectively, whose accounts were over 60 days past due, approximately ~~55,500~~42,100 and ~~21,100~~29,000 customers, respectively, whose accounts were over 90 days past due and approximately ~~149,300~~217,800 and ~~31,800~~74,500 customers, respectively, whose accounts were over 120 days past due. Bad debt expense associated with these past due accounts has been reflected in our consolidated statements of operations. The increase in accounts past due ~~accounts~~ is predominately due to pre-existing and incremental unsubsidized amounts of customers’ bills for those customers participating in government assistance programs, including video services. These customers are downgraded to a fully subsidized Internet-only service.

(b)Customer relationships include the number of customers that receive one or more levels of service, encompassing Internet, video, voice and ~~voice~~mobile services, without regard to which service(s) such customers receive. Customers who reside in residential multiple dwelling units (“MDUs”) and that are billed under bulk contracts are counted based on the number of billed units within each bulk MDU. Total customer relationships exclude enterprise and mobile-only customer relationships.

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

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

1412

(e)Mobile lines include phones and tablets which require one of our standard rate plans (e.g., "Unlimited" or "By the Gig"). Mobile lines exclude wearables and other devices that do not require standard phone rate plans.

(f)Enterprise PSUs represent the aggregate number of fiber service offerings counting each separate service offering at each customer location as an individual PSU.

Critical Accounting Policies and Estimates

For a discussion of our critical accounting policies and the means by which we develop estimates therefore, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our ~~2021~~2022 Annual Report on Form 10-K. There have been no material changes from the critical accounting policies described in our Form 10-K.

Results of Operations

The following table sets forth the consolidated statements of operations for the periods presented (dollars in millions):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021				2023		2022
Revenues	Revenues	$	13,550	$	13,144	$	40,346	$	38,464	Revenues		$	13,653	$	13,198

Costs and Expenses:	Costs and Expenses:									Costs and Expenses:
Operating costs and expenses (exclusive of items shown separately below)	Operating costs and expenses (exclusive of items shown separately below)	8,277		7,979		24,650		23,613		Operating costs and expenses (exclusive of items shown separately below)		8,539		8,158
Depreciation and amortization	Depreciation and amortization	2,169		2,264		6,688		7,049		Depreciation and amortization		2,199		2,286
Other operating (income) expenses, net		204		(7)		146		292
Other operating expenses, net										Other operating expenses, net		11		3
		10,650		10,236		31,484		30,954				10,749		10,447
Income from operations	Income from operations	2,900		2,908		8,862		7,510		Income from operations		2,904		2,751

Other Income (Expenses):	Other Income (Expenses):									Other Income (Expenses):
Interest expense, net	Interest expense, net	(1,157)		(1,013)		(3,313)		(2,995)		Interest expense, net		(1,256)		(1,053)
Other income (expenses), net	Other income (expenses), net	(36)		(155)		7		(243)		Other income (expenses), net		(104)		24
		(1,193)		(1,168)		(3,306)		(3,238)				(1,360)		(1,029)

Income before income taxes	Income before income taxes	1,707		1,740		5,556		4,272		Income before income taxes		1,544		1,722
Income tax expense	Income tax expense	(11)		(13)		(36)		(34)		Income tax expense		(14)		(13)
Consolidated net income	Consolidated net income	1,696		1,727		5,520		4,238		Consolidated net income		$	1,530	$	1,709
Less: Net income attributable to noncontrolling interests		—		—		(1)		(1)

Net income attributable to CCO Holdings member		$	1,696	$	1,727	$	5,519	$	4,237

Revenues. Total revenues grew ~~$406~~$455 million ~~and $1.9 billion~~ for the three ~~and nine~~ months ended ~~September 30, 2022, respectively,~~March 31, 2023 compared to the corresponding ~~periods~~period in ~~2021~~2022 primarily due to price adjustments and increases in the number of residential mobile, Internet ~~mobile~~ and commercial ~~customers and price adjustments.~~customers.

1513

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 September 30,						Nine Months Ended September 30,							Three Months Ended March 31,
		2022		2021		% Change		2022		2021		% Change				2023		2022		% Change
Internet	Internet	$	5,571	$	5,363	3.9	%	$	16,585	$	15,670	5.8	%	Internet		$	5,718	$	5,452	4.9	%
Video	Video	4,379		4,502		(2.7)	%	13,209		13,224		(0.1)	%	Video		4,254		4,346		(2.1)	%
Voice	Voice	391		409		(4.6)	%	1,180		1,202		(1.9)	%	Voice		373		391		(4.6)	%
Mobile service														Mobile service		497		387		28.3	%
Residential revenue	Residential revenue	10,341		10,274		0.7	%	30,974		30,096		2.9	%	Residential revenue		10,842		10,576		2.5	%

Small and medium business	Small and medium business	1,082		1,062		1.9	%	3,221		3,116		3.4	%	Small and medium business		1,091		1,070		2.0	%
Enterprise	Enterprise	673		656		2.6	%	2,003		1,930		3.8	%	Enterprise		682		661		3.1	%
Commercial revenue	Commercial revenue	1,755		1,718		2.2	%	5,224		5,046		3.5	%	Commercial revenue		1,773		1,731		2.4	%

Advertising sales	Advertising sales	481		391		22.9	%	1,324		1,146		15.6	%	Advertising sales		355		383		(7.2)	%
Mobile		750		535		40.2	%	2,166		1,546		40.1	%
Other	Other	223		226		(1.3)	%	658		630		4.5	%	Other		683		508		34.5	%
		$	13,550	$	13,144	3.1	%	$	40,346	$	38,464	4.9	%			$	13,653	$	13,198	3.4	%

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

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


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

The increase related to rate and product mix was primarily due to ~~reduced bundle discounts~~promotional roll-off and ~~promotional roll-off.~~rate adjustments. Residential Internet customers grew by ~~355,000~~178,000 customers from ~~September 30, 2021~~March 31, 2022 to ~~September 30, 2022.~~March 31, 2023.

Video revenues consist primarily of revenues from ~~basic and digital~~ video services provided to our residential customers, as well as franchise fees, equipment service fees and video installation revenue. The decrease in video revenues is attributable to the following (dollars in millions):

Three months ended
September 30, 2022
compared to
three months ended
September 30, 2021
Increase / (Decrease) Nine months ended
September 30, 2022
compared to
nine months ended
September 30, 2021
Increase / (Decrease)
Decrease in average residential video customers $ (178) $ (423)
Increase related to rate and product mix changes 55 408
$ (123) $ (15)


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


	$	(92)

Residential video customers decreased by ~~645,000~~833,000 from ~~September 30, 2021~~March 31, 2022 to ~~September 30, 2022.~~March 31, 2023. The increase related to rate and product mix was primarily due to ~~price adjustments~~pass-through of programming cost increases and promotional roll-off and was partly offset by a higher mix of lower cost video packages within our video customer base.

1614

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

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


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

Residential wireline voice customers decreased by ~~855,000~~992,000 customers from ~~September 30, 2021~~March 31, 2022 to ~~September 30, 2022.~~March 31, 2023.

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

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


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

SMB customers grew by ~~69,000~~52,000 from ~~September 30, 2021~~March 31, 2022 to ~~September 30, 2022.~~March 31, 2023.

Enterprise revenues increased ~~$17 million and $73~~$21 million during the three ~~and nine~~ months ended ~~September 30, 2022, respectively,~~March 31, 2023 compared to the corresponding ~~periods~~period in ~~2021~~2022 primarily due to an increase in Internet PSUs partly offset by ~~a $16 million one-time benefit incurred during the three and nine months ended September 30, 2021 as well as~~ lower wholesale PSUs. Enterprise PSUs increased ~~13,000~~14,000 from ~~September 30, 2021~~March 31, 2022 to ~~September 30, 2022.~~March 31, 2023.

Advertising sales revenues consist primarily of revenues from commercial advertising customers, programmers and other vendors, as well as local cable and advertising on regional sports and news channels. Advertising sales revenues ~~increased $90 million and $178~~decreased $28 million during the three ~~and nine~~ months ended ~~September 30, 2022, respectively,~~March 31, 2023 as compared to the corresponding ~~periods~~period in ~~2021~~2022 primarily due to ~~an increase~~a decrease in political ~~revenue.~~

~~During the three~~ and nine months ended September 30, 2022, mobile revenues included approximately $303 million and $894 million of device revenues, respectively, and approximately $447 million and $1.3 billion of service revenues, respectively. During the three and nine months ended September 30, 2021, mobile revenues included approximately $201 million and $643 million of device revenues, respectively, and approximately $334 million and $903 million of service revenues, respectively. The increases in revenues are a result of an increase of 1,493,000 mobile lines from September 30, 2021 to September 30, 2022.local ad revenue partly offset by higher advanced advertising.

Other revenues consist of revenue from mobile and video device sales, processing fees, regional sports and news channels (excluding intercompany charges or advertising sales on those channels), subsidy revenue, home shopping, ~~video device sales,~~ wire maintenance fees and other miscellaneous revenues. Other revenues ~~decreased $3 million and~~ increased ~~$28~~$175 million during the three ~~and nine~~ months ended ~~September 30, 2022, respectively,~~March 31, 2023 compared to the corresponding ~~periods in 2021. The increase during the nine months ended September 30, 2022 compared to the corresponding prior~~ period in ~~2021 is~~2022 primarily due to ~~subsidy revenue related to our rural construction initiative and an increase in processing fees offset by a decrease in sales of video devices.~~higher mobile device sales.

1715

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

Three months ended
September 30, 2022
compared to
three months ended
September 30, 2021
Increase / (Decrease) Nine months ended
September 30, 2022
compared to
nine months ended
September 30, 2021
Increase / (Decrease)
Programming $ (112) $ (129)
Regulatory, connectivity and produced content (47) (160)
Costs to service customers 83 271
Marketing 73 213
Mobile 239 638
Other 62 204
$ 298 $ 1,037


	Three months ended March 31, 2023 compared to three months ended March 31, 2022 Increase / (Decrease)
Programming	$	(178)
Other costs of revenue	220
Costs to service customers	136
Sales and marketing	66
Other	137
	$	381

Programming costs were approximately ~~$2.9~~$2.8 billion and $3.0 billion for the three months ended ~~September 30,~~March 31, 2023 and 2022, representing 33% and ~~2021, representing 35% and 37% of total operating costs and expenses, respectively, and $8.8 billion and $8.9 billion for the nine months ended September 30, 2022 and 2021, representing~~ 36% ~~and 38%~~ of total operating costs and expenses, respectively. Programming costs consist primarily of costs paid to programmers for basic, ~~digital,~~ premium, video on demand, and pay-per-view programming. Programming costs decreased as a result of fewer customers and a higher mix of lower cost video packages within our video customer base ~~along with favorable one-time impacts~~partly offset by contractual rate adjustments, including renewals and increases in amounts paid for retransmission consent. ~~We expect~~First quarter 2023 programming ~~rates per customer will continue~~costs include $50 million of favorable adjustments, which is similar in size to ~~increase due to a variety of factors, including annual increases imposed by programmers with additional selling power as a result of media~~sports network rebates and ~~broadcast station groups consolidation, increased demands by owners of broadcast stations for payment for retransmission consent or linking carriage of~~ other ~~services to retransmission consent, and additional programming. We have been unable to fully pass these increases on to our customers and do not expect to be able to do so~~favorable adjustments in the ~~future without a potential loss~~first quarter of ~~customers.~~2022.

~~Regulatory, connectivity and produced content decreased $47 million and $160~~Other costs of revenue increased $220 million during the three ~~and nine~~ months ended ~~September 30, 2022, respectively,~~March 31, 2023 compared to the corresponding ~~periods~~period in ~~2021~~2022 primarily due to ~~lower~~higher mobile device sales and higher other mobile direct costs of video devices sold to customers and regulatory pass-through fees. Regulatory, connectivity and produced content for the nine months ended September 30, 2022 compared to the corresponding prior period also decreased due to lower sports rights costs as a result of more basketball games during 2021 as compared to 2022 as the prior period had additional games due to the delayed start of the 2020 - 2021 NBA season as a result of COVID-19.an increase in mobile lines.

Costs to service customers increased ~~$83 million and $271~~$136 million during the three ~~and nine~~ months ended ~~September 30, 2022, respectively,~~March 31, 2023 compared to the corresponding ~~periods~~period in ~~2021~~2022 primarily due to adjustments to job structure, pay and benefits to build a more skilled and longer tenured workforce resulting in lower frontline employee attrition compared to 2022, and additional activity to support the accelerated growth of Spectrum Mobile.

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

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

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

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

Three months ended
September 30, 2022
compared to
three months ended
September 30, 2021
Increase / (Decrease) Nine months ended
September 30, 2022
compared to
nine months ended
September 30, 2021
Increase / (Decrease)
Corporate costs $ 9 $ 67
Advertising sales expense 27 54
Stock compensation expense 11 28
Enterprise 11 28
Other 4 27
$ 62 $ 204


	Three months ended March 31, 2023 compared to three months ended March 31, 2022 Increase / (Decrease)
Stock compensation expense	$	61
Corporate costs	36
Enterprise	14
Other	26
	$	137

~~Corporate costs~~Stock compensation expense increased during the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 compared to the corresponding prior period primarily due to ~~higher labor~~an increase in equity awards granted. Corporate and enterprise costs ~~and computer and software expense. Advertising sales expense~~ increased primarily due to ~~higher costs of sales fees driven by higher political revenue and~~ higher labor costs.

Depreciation and amortization. Depreciation and amortization expense decreased by ~~$95 million and $361~~$87 million during the three ~~and nine~~ months ended ~~September 30, 2022, respectively,~~March 31, 2023 compared to the corresponding ~~periods~~period in ~~2021~~2022 primarily due to certain assets acquired in acquisitions becoming fully depreciated partly offset by an increase in depreciation as a result of more recent capital expenditures.

Other operating ~~(income)~~ expenses, net. ~~The change in other~~Other operating ~~(income)~~ expenses, net ~~is attributable~~increased $8 million during the three months ended March 31, 2023 compared to the ~~following (dollars~~corresponding period in ~~millions):~~

~~See Note 9~~2022 primarily due to ~~the accompanying consolidated financial statements contained~~an increase in ~~“Item 1. Financial Statements” for more information.~~employee termination costs.

Interest expense, net. Net interest expense increased by ~~$144 million and $318~~$203 million for the three ~~and nine~~ months ended ~~September 30, 2022, respectively,~~March 31, 2023, compared to the corresponding ~~periods~~period in ~~2021.~~2022. The increase in net interest expense is the result of an increase in weighted average ~~debt outstanding of approximately $8.4 billion and $9.0 billion during the three and nine months ended September 30, 2022, respectively, compared to the corresponding periods in 2021~~interest rates as well as an increase in weighted average ~~interest rates.~~debt outstanding of approximately $4.7 billion during the three months ended March 31, 2023 compared to the corresponding period in 2022. The increase in weighted average debt outstanding is primarily due to the issuance of notes throughout ~~2021~~2022 and ~~2022.~~2023.

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

Three months ended
September 30, 2022
compared to
three months ended
September 30, 2021
Increase / (Decrease) Nine months ended
September 30, 2022
compared to
nine months ended
September 30, 2021
Increase / (Decrease)
Loss on extinguishment of debt (see Note 4) $ 69 $ 141
Loss on financial instruments, net (see Note 6) (129) (71)
Net periodic pension benefits (costs) 222 65
Loss on equity investments, net (43) 115
$ 119 $ 250


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

Gain (loss) on financial instruments, net (see Note 4)	$	(41)
Net periodic pension benefits	(15)
Loss on equity investments, net	(72)
	$	(128)

See Note 108 and the ~~Notes~~Note referenced above to the accompanying consolidated financial statements contained in “Item 1. Financial Statements” for more information.

Income tax expense. We recognized income tax expense of ~~$11~~$14 million and ~~$36~~$13 million for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022, ~~respectively, and $13 million and $34 million for the three and nine months ended September 30, 2021,~~ respectively.

~~Net~~Consolidated net income. Consolidated 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.~~

~~Net income attributable to CCO Holdings member.~~ ~~Net income attributable to CCO Holdings member~~ decreased ~~$31~~$179 million ~~and increased $1.3 billion~~ during the three ~~and nine~~ months ended ~~September 30, 2022, respectively,~~March 31, 2023 compared to the corresponding ~~periods~~period in ~~2021,~~2022, primarily as a result of the factors described above.

Use of Adjusted EBITDA and Free Cash Flow

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

Adjusted EBITDA eliminates the significant non-cash depreciation and amortization expense that results from the capital-intensive nature of our businesses as well as other non-cash or special items, and is unaffected by our capital structure or investment activities. 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 ~~$342~~$374 million and ~~$1.0 billion for the three and nine months ended September 30, 2022, respectively, and $337 million and $979~~$342 million for the three ~~and nine~~ months ended ~~September 30, 2021,~~March 31, 2023 and 2022, respectively.

2017

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


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021				2023		2022
Net income attributable to CCO Holdings member		$	1,696	$	1,727	$	5,519	$	4,237
Plus: Net income attributable to noncontrolling interest		—		—		1		1
Interest expense, net		1,157		1,013		3,313		2,995
Consolidated net income										Consolidated net income		$	1,530	$	1,709
Plus: Interest expense, net										Plus: Interest expense, net		1,256		1,053
Income tax expense	Income tax expense	11		13		36		34		Income tax expense		14		13
Depreciation and amortization	Depreciation and amortization	2,169		2,264		6,688		7,049		Depreciation and amortization		2,199		2,286
Stock compensation expense	Stock compensation expense	109		98		360		332		Stock compensation expense		208		147
Other expenses, net		240		148		139		535
Other, net										Other, net		115		(21)
Adjusted EBITDA	Adjusted EBITDA	$	5,382	$	5,263	$	16,056	$	15,183	Adjusted EBITDA		$	5,322	$	5,187

Net cash flows from operating activities	Net cash flows from operating activities	$	4,141	$	4,232	$	11,886	$	11,927	Net cash flows from operating activities		$	3,390	$	3,644
Less: Purchases of property, plant and equipment	Less: Purchases of property, plant and equipment	(2,406)		(1,861)		(6,456)		(5,536)		Less: Purchases of property, plant and equipment		(2,464)		(1,857)
Change in accrued expenses related to capital expenditures	Change in accrued expenses related to capital expenditures	156		74		284		(51)		Change in accrued expenses related to capital expenditures		(195)		10
Free cash flow	Free cash flow	$	1,891	$	2,445	$	5,714	$	6,340	Free cash flow		$	731	$	1,797

Liquidity and Capital Resources

Introduction

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

Recent Events

In ~~August 2022,~~February 2023, CCO Holdings and CCO Holdings Capital Corp. jointly issued ~~$1.5~~$1.1 billion of ~~6.375%~~7.375% senior unsecured notes due ~~September 2029~~March 2031 at par. The net proceeds were used for general corporate purposes, including repaying certain indebtedness, distributions to the Company's parent companies to fund buybacks of Charter Class A common stock and Charter Holdings common units ~~to repay certain indebtedness~~ and to pay related fees and expenses.

In February 2023, Charter Operating entered into an amendment to its credit agreement to replace London Interbank Offering Rate (“LIBOR”) as the benchmark rate applicable to the Term B loans with Secured Overnight Financing Rate (“SOFR”) and in March 2023, Charter Operating entered into another amendment to its credit agreement to incur a new Term B-3 loan with an aggregate principal amount of $750 million maturing in 2030 concurrently with the cancelation of certain of Charter Operating's existing Term B-1 and B-2 loans, among other amendments. Pricing on the new Term B-3 loan is SOFR plus 2.25%. After giving effect to the amendments, the aggregate principal amount of Term B-1 loans is $2.3 billion with pricing unchanged at SOFR plus 1.75% and the aggregate principal amount of Term B-2 loans is $3.1 billion with pricing unchanged at SOFR plus 1.75%.

Overview of Our Contractual Obligations and Liquidity

We have significant amounts of debt. The principal amount of our debt as of ~~September 30, 2022~~March 31, 2023 was ~~$96.8~~$97.8 billion, consisting of ~~$13.4~~$14.6 billion of credit facility debt, ~~$56.7~~$55.9 billion of investment grade senior secured notes and ~~$26.7~~$27.3 billion of high-yield senior unsecured notes. Our business requires significant cash to fund principal and interest payments on our debt.

Our projected cash needs and projected sources of liquidity depend upon, among other things, our actual results, and the timing and amount of our expenditures. As we continue to grow our market penetration of our mobile product, we will continue to experience negative working capital impacts from the timing of device-related cash flows when we sell devices to customers pursuant to equipment installment plans. Further, in 2022, Charter ~~has become~~became a meaningful federal cash tax payer as the majority of their net operating losses have been utilized, which will be funded by distributions from us. Free cash flow was ~~$1.9 billion~~$731 million and ~~$5.7~~$1.8 billion for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022, ~~respectively, and $2.4 billion and $6.3 billion for the three and nine months ended September 30, 2021,~~ respectively. See the table below for factors impacting

free cash flow during the three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023 compared to the corresponding prior ~~periods.~~period. As of ~~September 30, 2022,~~March 31, 2023, the amount available under our credit facilities was approximately ~~$4.6~~$3.3 billion and cash on hand was approximately ~~$241~~$292 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 Communications Operating, LLC's ("Charter Operating") revolving credit facility as well as access to the capital markets to fund our projected cash needs.

We continue to evaluate the deployment of our cash on hand and anticipated future free cash flow including to invest in our business growth and other strategic opportunities, including ~~expanding the capacity of~~ our network ~~the~~evolution and expansion ~~of our network through our rural broadband construction initiative,~~initiatives, the build-out and deployment of our CBRS spectrum, and mergers and acquisitions as well as distributions to parent companies for stock repurchases and dividends. Charter's target leverage of net debt to the last twelve months Adjusted EBITDA remains at 4 to 4.5 times Adjusted EBITDA, and up to 3.5 times Adjusted EBITDA at the Charter Operating first lien level. Our leverage ratio was 4.5 times Adjusted EBITDA as of ~~September 30, 2022.~~March 31, 2023. As Adjusted EBITDA grows, we expect to increase the total amount of our indebtedness to maintain leverage within Charter's target leverage range. Excluding purchases from Liberty Broadband Corporation (“Liberty Broadband”) discussed below, during the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022, Charter purchased in the public market approximately ~~3.3~~2.2 million and ~~12.6~~4.4 million shares of Charter Class A common stock, respectively, for approximately ~~$1.4 billion and $6.5 billion, respectively, and during the three and nine months ended September 30, 2021, Charter purchased in the public market approximately 3.5~~$821 million and ~~11.5 million shares of Charter Class A common stock, respectively, for approximately $2.7 billion and $7.8~~$2.6 billion, respectively. Since the beginning of its buyback program in September 2016 through ~~September 30, 2022,~~March 31, 2023, Charter has purchased approximately ~~145.7~~152.0 million shares of Class A common stock and Charter Holdings common units for approximately ~~$67.2~~$69.4 billion, including purchases from Liberty Broadband and A/N discussed below.

In February 2021, Charter and Liberty Broadband entered into a letter agreement (the “LBB Letter Agreement”). The LBB Letter Agreement implements Liberty Broadband’s obligations under the Amended and Restated Stockholders Agreement among Charter, Liberty Broadband and A/N, dated as of May 23, 2015 (as amended, the “Stockholders Agreement”) to participate in share repurchases by Charter. Under the LBB Letter Agreement, Liberty Broadband will sell to Charter, generally on a monthly basis, a number of shares of Charter Class A common stock representing an amount sufficient for Liberty Broadband’s ownership of Charter to be reduced such that it does not exceed the ownership cap then applicable to Liberty Broadband under the Stockholders Agreement at a purchase price per share equal to the volume weighted average price per share paid by Charter for shares repurchased during such immediately preceding calendar month other than (i) purchases from A/N, (ii) purchases in privately negotiated transactions or (iii) purchases for the withholding of shares of Charter Class A common stock pursuant to equity compensation programs of Charter. Charter purchased from Liberty Broadband ~~1.7~~0.1 million and ~~5.0~~1.0 million shares of Charter Class A common stock for approximately ~~$796~~$42 million and ~~$2.6 billion~~$602 million during the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022, ~~respectively, and 1.2 million and 4.0 million shares of Charter Class A common stock for approximately $880 million and $2.6 billion during the three and nine months ended September 30, 2021,~~ respectively. ~~In October 2022, Charter purchased from Liberty Broadband an additional 0.5 million shares of Charter Class A common stock for approximately $183 million.~~

In December 2016, Charter and A/N entered into a letter agreement, as amended in December 2017 (the ~~"A/~~“A/N Letter ~~Agreement"~~Agreement”), that requires A/N to sell to Charter or to Charter Holdings, on a monthly basis, a number of shares of Charter Class A common stock or Charter Holdings common units that represents a pro rata participation by A/N and its affiliates in any repurchases of shares of Charter Class A common stock from persons other than A/N effected by Charter during the immediately preceding calendar month, at a purchase price equal to the average price paid by Charter for the shares repurchased from persons other than A/N during such immediately preceding calendar month. A/N and Charter both have the right to terminate or suspend the pro rata repurchase arrangement on a prospective basis. During the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022, Charter Holdings purchased from A/N ~~0.8~~0.3 million and ~~2.6~~0.7 million Charter Holdings common units for approximately ~~$385~~$122 million and ~~$1.4 billion, respectively, and during the three and nine months ended September 30, 2021, Charter Holdings purchased from A/N 0.6~~$416 million, ~~and 2.3 million Charter Holdings common units for approximately $410 million and $1.5 billion,~~ respectively.

As of ~~September 30, 2022,~~March 31, 2023, Charter had remaining board authority to purchase an additional ~~$680~~$305 million of Charter’s Class A common stock and/or Charter Holdings common units, excluding purchases from Liberty Broadband. Although Charter expects to continue to buy back its common stock consistent with its leverage target range, Charter is not obligated to acquire any particular amount of common stock, and the timing of any purchases that may occur cannot be predicted and will largely depend on market conditions and other potential uses of capital. Purchases may include open market purchases, tender offers or negotiated transactions. 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

2219

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 ~~$554 million and $626 million~~$1.1 billion during the three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023 compared to the corresponding prior ~~periods~~period in ~~2021~~2022 due to the following (dollars in millions):

Three months ended
September 30, 2022
compared to
three months ended
September 30, 2021
Increase / (Decrease) Nine months ended
September 30, 2022
compared to
nine months ended
September 30, 2021
Increase / (Decrease)
Increase in capital expenditures $ (545) $ (920)
Increase in cash paid for interest, net (56) (204)
Increase in Adjusted EBITDA 119 873
Changes in working capital, excluding change in accrued interest and taxes 132 14
Other, net (204) (389)
$ (554) $ (626)

Free cash flow was reduced by $208 million and $768 million during the three and nine months ended September 30, 2022, respectively, and $145 million and $606 million during the three and nine months ended September 30, 2021, respectively, due to mobile impacts negatively affecting working capital, capital expenditures and Adjusted EBITDA. The increase in capital expenditures is primarily due to the rural construction initiative of $525 million and $1.1 billion during the three and nine months ended September 30, 2022, respectively. Other, net for the three and nine months ended September 30, 2022 includes the payment of litigation settlements including the payment of a previously recorded litigation settlement with Sprint Communications Company L.P. and T-Mobile USA, Inc for the nine months ended September 30, 2022. See Note 9 to the accompanying consolidated financial statements contained in “Item 1. Financial Statements” for more information.


	Three months ended March 31, 2023 compared to three months ended March 31, 2022 Increase / (Decrease)
Changes in working capital, excluding change in accrued interest and taxes	$	(612)
Increase in capital expenditures	(607)
Increase in cash paid for interest, net	(206)
Increase in cash paid for taxes, net	12
Increase in Adjusted EBITDA	135
Other, net	212
	$	(1,066)

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

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

The Guaranteed and Secured Debt and the subsidiary guarantees thereof are also secured by (i) a lien on substantially all of the assets of Charter Operating and the Obligor Subsidiaries, to the extent such lien can be perfected under the Uniform Commercial Code by the filing of a financing statement, and (ii) a pledge of substantially all of the equity interests of subsidiaries owned by Charter Operating or the Obligor Subsidiaries (the “Pledged Equity Interests”), as well as intercompany obligations owing to it by any of such entities ((i) and (ii) collectively, the “Collateral”). In addition, payments of a mortgage note, currently outstanding for approximately ~~$311~~$305 million, incurred by a single-asset special purpose entity to finance construction of the first building of the new Charter headquarters in Stamford, Connecticut are guaranteed by the Obligor Group and rank equally with the liens on the Collateral securing the Guaranteed and Secured Debt. No assets of any of Charter Operating’s non-guarantor subsidiaries (including any capital stock owned by any such subsidiary) will constitute Collateral. The subsidiary guarantees are effectively senior to all unsecured debt or debt secured by junior liens of the subsidiary guarantors, in each case to the extent of the value of the collateral securing the guarantee obligations of the subsidiary guarantors. Upon the occurrence and during the continuance of an event of default under the Guaranteed and Secured Debt,

subject to the terms of an intercreditor agreement, the security documents governing the Guaranteed and Secured Debt provide for (among other available remedies) the foreclosure upon and sale of the Collateral by the collateral agent(s) of the respective Guaranteed and Secured Debt and the distribution of the net proceeds of any such sale to the holders and/or the lenders of the Guaranteed and Secured Debt on a pro rata basis, subject to any prior liens on the Collateral. We believe there is no separate trading market for the Pledged Equity Interests.

Certain Charter Operating subsidiaries that are regulated entities are only designated as guarantor subsidiaries, and certain related assets (including the capital stock of such regulated entities) are only required to be pledged as Collateral, upon approval

by regulators. The guaranteed obligations and collateral of an Obligor Subsidiary (including Pledged Equity Interests) may be released under certain circumstances permitted under the documentation governing the Guaranteed and Secured Debt, including if an Obligor Subsidiary no longer qualifies as a “Subsidiary” of Charter Operating under transactions not prohibited by the Charter Operating credit agreement.

See Note 98 to the consolidated financial statements contained in our ~~2021~~2022 Annual Report on Form 10-K for further details about the terms, conditions and other factors that may affect payments to holders and the collateral arrangements of the Guaranteed and Secured Debt.

Because the assets, liabilities and results of operations of the combined Obligor Group are not materially different than corresponding amounts presented in the consolidated financial statements of CCO Holdings, summarized financial information of the Obligor Group have been omitted pursuant to SEC Regulation S-X Rule 13-01, Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered and S-X Rule 13-02, Affiliates Whose Securities Collateralize Securities Registered Or Being Registered.

Limitations on Distributions

Distributions by us and our subsidiaries to a parent company for payment of principal on parent company notes are restricted under CCO Holdings indentures governing CCO Holdings' indebtedness, unless there is no default under the applicable indenture, and unless CCO Holdings' leverage ratio test is met at the time of such distribution. As of ~~September 30, 2022,~~March 31, 2023, there was no default under any of these indentures, and CCO Holdings met its leverage ratio test based on ~~September 30, 2022~~March 31, 2023 financial results. There can be no assurance that CCO Holdings will satisfy its leverage ratio test at the time of the contemplated distribution.

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

Historical Operating, Investing, and Financing Activities

Cash and Cash Equivalents. We held ~~$241~~$292 million and ~~$321~~$392 million in cash and cash equivalents as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively.

Operating Activities. Net cash provided by operating activities decreased ~~$41~~$254 million during the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 compared to the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, primarily due to an increase in cash paid for interest and changes in working capital, ~~the payment of litigation settlements and higher cash paid for interest,~~partly offset by an increase in Adjusted EBITDA of ~~$873~~$135 million.

Investing Activities. Net cash used in investing activities was ~~$6.4~~$2.7 billion and ~~$5.5~~$1.9 billion for the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively. The increase in cash used was primarily due to an increase in capital expenditures ~~offset by~~and changes in accrued expenses related to capital expenditures that increased by ~~$335~~$205 million.

Financing Activities. Net cash used in financing activities ~~decreased $1.3 billion~~increased $782 million during the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 compared to the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 primarily due to a decrease ~~in distributions to parent companies and an increase~~ in the amount by which borrowings of long-term debt exceeded ~~repayments.~~repayments, partly offset by a decrease in distributions to parent companies.

Capital Expenditures

We have significant ongoing capital expenditure requirements. Capital expenditures were ~~$2.4~~$2.5 billion and ~~$6.5~~$1.9 billion for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022, ~~respectively, and $1.9 billion and $5.5 billion for the three and nine months ended September 30, 2021,~~ respectively. The increase was primarily due to an increase in line extensions in connection with our subsidized rural construction initiative and ~~customer premise~~

~~equipment, partly offset by a decrease in support capital.~~continued residential and commercial network expansion. The increase in capital expenditures excluding line extensions was primarily ~~due to the rural construction initiative.~~driven by higher spend on network evolution, customer premise equipment and support capital. See the table below for more details.

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

Our capital expenditures are funded primarily from cash flows from operating activities and borrowings on our credit facility. In addition, our accrued liabilities related to capital expenditures decreased by $195 million and increased by ~~$284 million and decreased by $51~~$10 million for the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively.

The following tables present our major capital expenditures categories in accordance with National Cable and Telecommunications Association (“NCTA”) disclosure guidelines for the three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023 and ~~2021.~~2022. These disclosure guidelines are not required disclosures under GAAP, nor do they impact our accounting for capital expenditures under GAAP (dollars in millions):

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
Customer premise equipment (a)
$ 577 $ 513 $ 1,606 $ 1,496
Scalable infrastructure (b)
418 375 1,178 1,223
Line extensions (c)
826 392 2,062 1,191
Upgrade/rebuild (d)
208 178 535 484
Support capital (e)
377 403 1,075 1,142
Total capital expenditures $ 2,406 $ 1,861 $ 6,456 $ 5,536
Of which: Commercial services $ 369 $ 353 $ 1,110 $ 1,083
Capital expenditures included in total related to:
Core cable (f)
$ 1,785 $ 1,742 $ 5,077 $ 5,181
Mobile 96 119 265 355
Rural construction initiative (g)
525 — 1,114 —
Total capital expenditures $ 2,406 $ 1,861 $ 6,456 $ 5,536


	Three Months Ended March 31,
		2023		2022
Customer premise equipment (a)		$	537	$	469
Scalable infrastructure (b)		354		359
Upgrade/rebuild (c)		289		159
Support capital (d)		394		329
Capital expenditures, excluding line extensions		1,574		1,316

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

Of which:
Commercial services		$	367	$	365
Subsidized rural construction initiative (f)		$	391	$	201
Mobile		$	77	$	74

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

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

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

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

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

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

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

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

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

Recently Issued Accounting Standards

See Note 2220 to the Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 for a discussion of recently issued accounting standards. There have been no material changes from the recently issued accounting standards described in our Form 10-K.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes to the interest rate risk as previously disclosed in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022. See Note 43 to the accompanying consolidated financial statements contained in “Item 1. Financial Statements” for a discussion of notes issued during the three ~~and nine~~ months ended ~~September 30, 2022.~~March 31, 2023.

Item 4. Controls and Procedures.

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

In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based upon the evaluation, we believe that our controls provide such reasonable assurances.

During the quarter ended ~~September 30, 2022,~~March 31, 2023, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

2623

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

See Note 1218 to the ~~accompanying consolidated financial statements contained~~Annual Report on Form 10-K for the year ended December 31, 2022 for a discussion of legal proceedings. There have been no material changes from the legal proceedings described in ~~“Item 1. Financial Statements” for Legal Proceedings.~~our Form 10-K.

Item 1A. Risk Factors.

Our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 includes "Risk Factors" under Item 1A of Part I. There have been no material changes from the risk factors described in our Form 10-K.

~~Item 5.Other Information.~~

On October 27, 2022, Charter and David G. Ellen, Senior Executive Vice President of Charter, entered into an amended employment agreement (the “Amendment”) to amend the Amended and Restated Employment Agreement by and between Mr. Ellen and Charter, dated as of July 1, 2021 (the “Employment Agreement” and together with the Amendment, the “Amended Agreement”). Pursuant to the Amended Agreement, Mr. Ellen has agreed to remain employed by Charter through November 30, 2023 as Senior Executive Vice President. Mr. Ellen and Charter may mutually agree to terminate the Amended Agreement before such date in addition to the other termination events provided for in the Amended Agreement. Mr. Ellen’s compensation will remain the same as provided for under the Employment Agreement. Pursuant to the Amendment, Mr. Ellen will be entitled to certain additional compensation upon the expiration of the extended term or upon termination earlier upon mutual agreement between Mr. Ellen and Charter.

The foregoing description of the Amended Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment that is incorporated by reference herein as Exhibit 10.6 and the previously filed Employment Agreement that is incorporated by reference herein as Exhibit 10.5.

Item 6. Exhibits.

See Exhibit Index.

2724

SIGNATURES

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


	CCO HOLDINGS, LLC
	Registrant

	By:	/s/ Kevin D. Howard
		Kevin D. Howard
Date: ~~October~~April 28, ~~2022~~2023		Executive Vice President, Chief Accounting Officer and Controller

	CCO HOLDINGS CAPITAL CORP.
	Registrant

	By:	/s/ Kevin D. Howard
		Kevin D. Howard
Date: ~~October~~April 28, ~~2022~~2023		Executive Vice President, Chief Accounting Officer and Controller

S-1

Exhibit Index


Exhibit						Description

4.1						Indenture, dated as of May 23, 2019, among CCO Holdings, LLC, CCO Holdings Capital Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on May 30, 2019).
4.2						~~Ninth~~Tenth Supplemental Indenture, dated as of ~~August 9, 2022,~~February 13, 2023, among CCO Holdings, LLC, CCO Holdings Capital Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Charter Communications, Inc. on ~~August 15, 2022)~~February 16, 2023).
4.3						Form of ~~6.375%~~7.375% Senior Notes due ~~2029~~2031 (included in Exhibit 4.2 hereto).
10.1						Exchange and Registration Rights Agreement, dated ~~August 9, 2022,~~February 13, 2023, relating to the ~~6.375%~~7.375% Senior Notes due ~~2029,~~2031, among CCO Holdings, LLC, CCO Holdings Capital Corp. and Morgan Stanley & Co. LLC, as representative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on ~~August 15, 2022)~~February 16, 2023).
10.2						Amendment No. 3, dated as of February 10, 2023, to the Amended and Restated ~~Employment~~Credit Agreement, dated as of ~~September 20,~~March 18, 1999, as amended and restated on April 26, 2019, as amended by Amendment No. 1 on October 24, 2019 and as further amended by Amendment No. 2 on May 26, 2022, by and ~~between~~among Charter Communications Operating, LLC, CCO Holdings, LLC, certain of Charter Communications Operating, LLC’s subsidiaries, the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Charter Communications, Inc. on February 16, 2023).
10.3						Amendment No. 4 to the Amended and ~~Thomas M. Rutledge~~Restated Credit Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on ~~September 21, 2022)~~March 29, 2023).
~~10.3~~10.4						~~Amended and Restated Employment~~Form of Performance-Vesting Stock Option Agreement ~~dated as of September 20, 2022,~~(incorporated by ~~and between~~reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. ~~and Christopher L. Winfrey~~on February 24, 2023).
10.5						Form of Performance-Vesting Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Charter Communications, Inc. on ~~September 21, 2022)~~February 24, 2023).
~~10.4~~10.6						Amendment to Amended and Restated Employment Agreement dated as of ~~September 20, 2022,~~February 22, 2023 by and between Charter Communications Inc. and ~~Richard J. DiGeronimo~~Christopher L. Winfrey (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Charter Communications, Inc. on ~~September 21, 2022)~~February 24, 2023).
~~10.5~~						Employment Agreement, dated July 27, 2021, between Charter Communications, Inc. and David G. Ellen (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of Charter Communications, Inc. filed on July 30, 2021 (File No. 001-33664)).
~~10.6~~10.7						Amendment to Employment Agreement dated as of ~~October 27, 2022,~~February 22, 2023 by and between Charter Communications Inc. and ~~David G. Ellen~~Richard J. DiGeronimo (incorporated by reference to Exhibit ~~10.6~~10.4 to the ~~Quarterly~~Current Report on Form ~~10-Q~~8-K filed by Charter Communications, Inc. on ~~October 28, 2022)~~February 24, 2023).
22.1						Issuers and Guarantors of Guaranteed Securities and Affiliate Securities Pledged as Collateral.
31.1						Certificate of Chief Executive Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the under the Securities Exchange Act of 1934.
31.2						Certificate of Chief Financial Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Securities Exchange Act of 1934.
32.1						Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).
32.2						Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).
101						The following financial information from ~~CCO Holdings, LLC~~Charter Communications, Inc.’s Quarterly Report on Form 10-Q for the three ~~and nine~~ months ended ~~September 30, 2022,~~March 31, 2023, filed with the Securities and Exchange Commission on ~~October~~April 28, ~~2022,~~2023, formatted in iXBRL (inline eXtensible Business Reporting Language) includes: (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statements of Changes in Member's Equity; (iv) the Consolidated Statements of Cash Flows; and (vi) the Notes to the Consolidated Financial Statements.
104						Cover Page, formatted in iXBRL and contained in Exhibit 101.

E-1


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


	Three months ended September 30, 2022 compared to three months ended September 30, 2021 Increase / (Decrease)		Nine months ended September 30, 2022 compared to nine months ended September 30, 2021 Increase / (Decrease)
Special charges, net	$	205	$	(109)
(Gain) loss on disposal of assets, net	6		(37)
	$	211	$	(146)


	Three months ended September 30, 2022 compared to three months ended September 30, 2021 Increase / (Decrease)		Nine months ended September 30, 2022 compared to nine months ended September 30, 2021 Increase / (Decrease)
Loss on extinguishment of debt (see Note 4)	$	69	$	141
Loss on financial instruments, net (see Note 6)	(129)		(71)
Net periodic pension benefits (costs)	222		65
Loss on equity investments, net	(43)		115
	$	119	$	250