UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 10-Q

______________

(Mark One)


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

For the quarterly period ended ~~June 30, 2023~~March 31, 2024


☐			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 ~~June 30, 2023:~~March 31, 2024: 1

CCO HOLDINGS, LLC

CCO HOLDINGS CAPITAL CORP.

QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED ~~JUNE 30, 2023~~MARCH 31, 2024

TABLE OF CONTENTS


		Page No.
PART I	FINANCIAL INFORMATION

Item 1	Financial Statements ‑ CCO Holdings, LLC and Subsidiaries
	Consolidated Balance Sheets as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023	1
	Consolidated Statements of Operations
	for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~	2
	Consolidated Statements of Changes in Member's Equity
	for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~	3
	Consolidated Statements of Cash Flows for the ~~six~~three months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~	4
	Notes to Consolidated Financial Statements	5

Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	1110

Item 3	Quantitative and Qualitative Disclosure About Market Risk	2322

Item 4	Controls and Procedures	2423

PART II	OTHER INFORMATION

Item 1	Legal Proceedings	2524

Item 1A	Risk Factors	2524

Item 6	Exhibits	25

Signatures		S-1

Exhibit Index		E-1

This quarterly report on Form 10-Q is for the three ~~and six~~ months ended ~~June 30, 2023.~~March 31, 2024. 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;

•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 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)

June 30,
2023

December 31,
2022

(unaudited)

March 31,
2024

December 31,
2023

(unaudited)

ASSETS

CURRENT ASSETS:

Cash and cash equivalents

292

392

Accounts receivable, less allowance for doubtful accounts of $245 and $219, respectively

2,827

2,869

Cash and cash equivalents

Accounts receivable, less allowance for doubtful accounts of $281 and $268, respectively

Receivables from related party

Prepaid expenses and other current assets

533

402

Total current assets

3,652

3,663

INVESTMENT IN CABLE PROPERTIES:

Property, plant and equipment, net of accumulated depreciation of $35,958 and $36,035, respectively

36,670

35,147

Customer relationships, net of accumulated amortization of $16,046 and $15,478, respectively

2,222

2,772

INVESTMENT IN CABLE PROPERTIES:

Property, plant and equipment, net of accumulated depreciation of $38,360 and $37,590, respectively

Customer relationships, net of accumulated amortization of $16,759 and $16,523, respectively

Franchises

67,396

67,363

Goodwill

29,672

29,563

Total investment in cable properties, net

135,960

134,845

OTHER NONCURRENT ASSETS

4,359

4,259

OTHER NONCURRENT ASSETS

Total assets

143,971

142,767

LIABILITIES AND MEMBER’S EQUITY

CURRENT LIABILITIES:

Accounts payable and accrued liabilities

9,298

9,735

CURRENT LIABILITIES:

Accounts payable, accrued and other current liabilities

Payables to related party

—

Current portion of long-term debt

1,999

1,510

Total current liabilities

11,297

11,256

LONG-TERM DEBT

95,971

96,093

LONG-TERM DEBT

DEFERRED INCOME TAXES

OTHER LONG-TERM LIABILITIES

3,331

3,471

MEMBER’S EQUITY:

CCO Holdings member's equity

33,294

31,868

Noncontrolling interests

Total member’s equity

33,318

31,893

Total liabilities and member’s equity

143,971

142,767

Total liabilities and member’s equity

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 June 30,					Six Months Ended June 30,
		2023		2022			2023		2022
				Three Months Ended March 31,
				Three Months Ended March 31,
				Three Months Ended March 31,
						2024					2024	2023
REVENUES	REVENUES	$	13,659	$	13,598		$	27,312	$	26,796

COSTS AND EXPENSES:	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)
Operating costs and expenses (exclusive of items shown separately below)	Operating costs and expenses (exclusive of items shown separately below)	8,357		8,215			16,896		16,373
Depreciation and amortization	Depreciation and amortization	2,164		2,233			4,363		4,519
Other operating income, net		(55)		(61)			(44)		(58)
		10,466		10,387			21,215		20,834
Other operating (income) expense, net
						10,567
Income from operations	Income from operations	3,193		3,211			6,097		5,962

OTHER INCOME (EXPENSES):	OTHER INCOME (EXPENSES):
OTHER INCOME (EXPENSES):
OTHER INCOME (EXPENSES):
Interest expense, net	Interest expense, net	(1,290)		(1,103)			(2,546)		(2,156)
Other income (expenses), net		(73)		19			(177)		43
Interest expense, net
Interest expense, net
Other expenses, net
						(1,393)
		(1,363)		(1,084)			(2,723)		(2,113)

Income before income taxes
Income before income taxes
Income before income taxes	Income before income taxes	1,830		2,127			3,374		3,849
Income tax expense	Income tax expense	(15)		(12)			(29)		(25)
Consolidated net income	Consolidated net income	1,815		2,115			3,345		3,824
Less: Net income attributable to noncontrolling interests	Less: Net income attributable to noncontrolling interests	(1)		(1)			(1)		(1)
Net income attributable to CCO Holdings member	Net income attributable to CCO Holdings member	$	1,814	$	2,114		$	3,344	$	3,823

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
BALANCE, December 31, 2022		$	31,868	$	25	$	31,893
Consolidated net income		1,530		—		1,530
Stock compensation expense		208		—		208
Distributions to parent		(1,094)		—		(1,094)
Distributions to noncontrolling interest		—		(2)		(2)
BALANCE, March 31, 2023		32,512		23		32,535
	CCO Holdings Member’s Equity							CCO Holdings Member’s Equity	Noncontrolling Interests	Total Member’s Equity
BALANCE, December 31, 2023
Consolidated net income	Consolidated net income	1,814		1		1,815
Stock compensation expense	Stock compensation expense	168		—		168
Contributions from parent	Contributions from parent	1		—		1
Distributions to parent	Distributions to parent	(1,201)		—		(1,201)
BALANCE, June 30, 2023		$	33,294	$	24	$	33,318
Distributions to noncontrolling interest
BALANCE, March 31, 2024

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


	CCO Holdings Member’s Equity		Noncontrolling Interests		Total Member’s Equity
BALANCE, December 31, 2022	$	31,868	$	25	$	31,893
Consolidated net income	1,530		—		1,530
Stock compensation expense	208		—		208
Distributions to parent	(1,094)		—		(1,094)
Distributions to noncontrolling interest	—		(2)		(2)
BALANCE, March 31, 2023	$	32,512	$	23	$	32,535

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


		Six Months Ended June 30,
		2023		2022
	Three Months Ended March 31,						Three Months Ended March 31,
	2024					2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES:	CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net income
Consolidated net income
Consolidated net income	Consolidated net income	$	3,345	$	3,824
Adjustments to reconcile consolidated net income to net cash flows from operating activities:	Adjustments to reconcile consolidated net income to net cash flows from operating activities:
Depreciation and amortization	Depreciation and amortization	4,363		4,519
Depreciation and amortization
Depreciation and amortization
Stock compensation expense	Stock compensation expense	376		251
Noncash interest, net	Noncash interest, net	(6)		(15)
Deferred income taxes
Other, net	Other, net	175		(96)
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
Accounts receivable	Accounts receivable	42		(194)
Prepaid expenses and other assets	Prepaid expenses and other assets	(357)		(114)
Accounts payable, accrued liabilities and other	Accounts payable, accrued liabilities and other	(438)		(417)
Receivables from and payables to related party	Receivables from and payables to related party	(9)		(13)
Net cash flows from operating activities	Net cash flows from operating activities	7,491		7,745

CASH FLOWS FROM INVESTING ACTIVITIES:	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
Purchases of property, plant and equipment	Purchases of property, plant and equipment	(5,298)		(4,050)
Change in accrued expenses related to capital expenditures	Change in accrued expenses related to capital expenditures	(4)		128
Other, net	Other, net	(282)		(221)
Net cash flows from investing activities	Net cash flows from investing activities	(5,584)		(4,143)

CASH FLOWS FROM FINANCING ACTIVITIES:	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
Borrowings of long-term debt	Borrowings of long-term debt	11,048		16,631
Repayments of long-term debt	Repayments of long-term debt	(10,735)		(11,947)
Payments for debt issuance costs	Payments for debt issuance costs	(18)		(57)
Repayments of loans payable - related parties, net	Repayments of loans payable - related parties, net	(3)		(281)
Distributions to parent	Distributions to parent	(2,295)		(8,082)
Contributions from parent	Contributions from parent	1		86
Distributions to noncontrolling interest	Distributions to noncontrolling interest	(2)		(1)
Other, net	Other, net	(3)		(17)
Net cash flows from financing activities	Net cash flows from financing activities	(2,007)		(3,668)

NET DECREASE IN CASH AND CASH EQUIVALENTS	NET DECREASE IN CASH AND CASH EQUIVALENTS	(100)		(66)
NET DECREASE IN CASH AND CASH EQUIVALENTS
NET DECREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS, beginning of period	CASH AND CASH EQUIVALENTS, beginning of period	392		321
CASH AND CASH EQUIVALENTS, end of period	CASH AND CASH EQUIVALENTS, end of period	$	292	$	255

CASH PAID FOR INTEREST	CASH PAID FOR INTEREST	$	2,418	$	2,136
CASH PAID FOR INTEREST
CASH PAID FOR INTEREST
CASH PAID FOR TAXES	CASH PAID FOR TAXES	$	22	$	34

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 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, pension benefits and income taxes. Actual results could differ from those estimates. ~~Certain prior period amounts have been reclassified to conform with the 2023 presentation.~~

Comprehensive income equaled net income attributable to CCO Holdings member for the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 and ~~2022.~~2023.

CCO HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in millions, except where indicated)

2. Accounts Payable, Accrued and ~~Accrued~~Other Current Liabilities

Accounts payable, accrued and ~~accrued~~other current liabilities consist of the following as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022:~~2023:


		June 30, 2023		December 31, 2022
	March 31, 2024					March 31, 2024	December 31, 2023
Accounts payable – trade	Accounts payable – trade	$	726	$	914
Deferred revenue	Deferred revenue	522		511
Accrued liabilities:
Accrued and other current liabilities:
Programming costs
Programming costs
Programming costs	Programming costs	1,865		1,914
Labor	Labor	1,058		1,306
Capital expenditures	Capital expenditures	1,783		1,792
Interest	Interest	1,299		1,165
Taxes and regulatory fees		486		512
Operating lease liabilities		258		261

Other	Other	1,301		1,360
		$	9,298	$	9,735
Other
Other
	$

3. ~~Long-Term~~Total Debt

A summary of our debt as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023 is as follows:


			March 31, 2024
			March 31, 2024
			March 31, 2024														December 31, 2023
		Principal Amount													Principal Amount	Carrying Value	Fair Value	Principal Amount	Carrying Value	Fair Value
Senior unsecured notes

			June 30, 2023						December 31, 2022
			Principal Amount		Carrying Value		Fair Value		Principal Amount		Carrying Value		Fair Value
Senior unsecured notes			$	27,250	$	27,161	$	23,303	$	26,650	$	26,567	$	22,426
Senior secured notes and debentures(a)

Senior secured notes and debentures(a)

Senior secured notes and debentures(a)	Senior secured notes and debentures(a)		55,919		56,272		46,951		56,841		57,213		46,905

Credit facilities(b)	Credit facilities(b)		14,591		14,537		14,203		13,877		13,823		13,467
			$	97,760	$	97,970	$	84,457	$	97,368	$	97,603	$	82,798

Credit facilities(b)

Credit facilities(b)
		$

(a)Includes the Company's £625 million fixed-rate British pound sterling denominated notes (the “Sterling Notes”) (remeasured at ~~$794~~$789 million and ~~$755~~$797 million as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, respectively, using the exchange rate at the respective dates) and the Company's £650 million aggregate principal amount of Sterling Notes (remeasured at ~~$825~~$820 million and ~~$786~~$828 million as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, respectively, using the exchange rate at the respective dates).

(b)The Company has availability under the Charter Communications Operating, LLC ~~("Charter Operating")~~ credit facilities of approximately ~~$3.2~~$2.9 billion as of ~~June 30, 2023.~~March 31, 2024.

The estimated fair value of the Company’s senior unsecured and secured notes and debentures as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023 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 February 2023, CCO Holdings and CCO Holdings Capital Corp. jointly issued $1.1 billion of 7.375% senior unsecured notes due March 2031 at par. The net proceeds were used for general corporate purposes, including repaying certain indebtedness, distributions to the Company's parent companies to fund buybacks of Charter Class A common stock and Charter Holdings common units 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

~~CCO HOLDINGS, LLC AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

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

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%.

As of July 1, 2023, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, ceased publishing remaining U.S. Dollar LIBOR rates. The Charter Operating senior secured floating rate notes due 2024 (the "Floating Rate Notes") used LIBOR as a benchmark for establishing the interest rate of the Floating Rate Notes. As of July 1, 2023, SOFR is being used as the benchmark replacement for calculations of the amount of interest payable on the Floating Rate Notes with respect to interest periods with interest determination dates occurring after June 30, 2023.

Losses on extinguishment of debt are recorded in other income (expenses), net in the consolidated statements of operations and for the three and six months ended June 30, 2022 was $3 million as a result of the Charter Operating credit facility refinancing and Charter Operating notes redemption.

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 ~~$522~~$460 million and ~~$570~~$440 million and is included in other long-term liabilities on its consolidated balance sheets as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, respectively.

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

Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
Change in fair value of cross-currency derivative instruments $ 43 $ (124) $ 48 $ (160)
Foreign currency remeasurement of Sterling Notes to U.S. dollars (46) 125 (78) 175
Gain (loss) on financial instruments, net $ (3) $ 1 $ (30) $ 15

CCO HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in millions, except where indicated)

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


	Three Months Ended March 31,
		2024		2023
Change in fair value of cross-currency derivative instruments		$	(20)	$	5
Foreign currency remeasurement of Sterling Notes to U.S. dollars		16		(32)
Loss on financial instruments, net		$	(4)	$	(27)

5. Revenues

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


		Three Months Ended June 30,					Six Months Ended June 30,
		2023		2022			2023		2022
				Three Months Ended March 31,
				Three Months Ended March 31,
				Three Months Ended March 31,
						2024					2024	2023
Internet	Internet	$	5,733	$	5,562		$	11,451	$	11,014
Video	Video	4,188		4,484			8,442		8,830
Voice	Voice	365		398			738		789
Mobile service	Mobile service	539		415			1,036		802
Residential revenue	Residential revenue	10,825		10,859			21,667		21,435

Small and medium business	Small and medium business	1,094		1,092			2,185		2,162
Small and medium business
Small and medium business
Enterprise	Enterprise	690		669			1,372		1,330
Commercial revenue	Commercial revenue	1,784		1,761			3,557		3,492

Advertising sales	Advertising sales	384		460			739		843
Advertising sales
Advertising sales
Other	Other	666		518			1,349		1,026
		$	13,659	$	13,598		$	27,312	$	26,796
						$

As of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, accounts receivable, net on the consolidated balance sheets includes approximately ~~$650~~$695 million and ~~$577~~$673 million of current equipment installment plan receivables, respectively, and other noncurrent assets includes approximately ~~$456~~$766 million and ~~$261~~$687 million of noncurrent equipment installment plan receivables, respectively.

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 June 30,					Six Months Ended June 30,
		2023		2022			2023		2022
				Three Months Ended March 31,
				Three Months Ended March 31,
				Three Months Ended March 31,
						2024					2024	2023
Programming	Programming	$	2,740	$	2,972		$	5,539	$	5,949
Other costs of revenue	Other costs of revenue	1,367		1,185			2,695		2,293
Costs to service customers	Costs to service customers	2,069		1,997			4,164		3,956
Sales and marketing	Sales and marketing	895		864			1,841		1,744
Other expense	Other expense	1,286		1,197			2,657		2,431
		$	8,357	$	8,215		$	16,896	$	16,373
						$

CCO HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in millions, except where indicated)

Programming costs consist primarily of costs paid to programmers for basic, premium, video on demand and pay-per-view programming. Other costs of revenue include costs directly related to providing Internet, video, voice and mobile services including mobile device costs, payments to franchise and regulatory authorities, payments for sports, local and news content produced by the Company and direct costs associated with selling advertising. Also included in other costs of 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 operations for the Company’s products, including mobile, sold to non-bulk residential and small and medium business ("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. 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 SMB customers, including labor cost. Other expense includes indirect costs associated with

~~CCO HOLDINGS, LLC AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

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

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

7. Other Operating ~~Income,~~(Income) Expense, Net

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


		Three Months Ended June 30,					Six Months Ended June 30,
		2023		2022			2023		2022
				Three Months Ended March 31,
				Three Months Ended March 31,
				Three Months Ended March 31,
						2024					2024	2023
Special charges, net	Special charges, net	$	(49)	$	(62)		$	(38)	$	(59)
(Gain) loss on disposal of assets, net		(6)		1			(6)		1
		$	(55)	$	(61)		$	(44)	$	(58)
Gain on disposal of assets, net
						$

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

Gain on disposal of assets, net includes a $67 million gain on sale of towers during the three months ended March 31, 2024.

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

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

Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
Loss on extinguishment of debt (see Note 3) $ — $ (3) $ — $ (3)
Gain (loss) on financial instruments, net (see Note 4) (3) 1 (30) 15
Net periodic pension benefits 1 17 3 34
Gain (loss) on equity investments, net (71) 4 (150) (3)
$ (73) $ 19 $ (177) $ 43

Loss on equity investments, net for the three and six months ended June 30, 2023 is primarily related to our joint venture in Xumo, a next generation streaming platform jointly owned with Comcast Corporation.


	Three Months Ended March 31,
		2024		2023

Loss on financial instruments, net (see Note 4)		$	(4)	$	(27)
Net periodic pension benefits		1		2
Loss on equity investments, net		(85)		(79)
		$	(88)	$	(104)

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 March 31,
			Three Months Ended March 31,
			Three Months Ended March 31,
				2024			2024	2023
Stock options
		Three Months Ended June 30,			Six Months Ended June 30,
		2023	2022		2023	2022
Stock options		21,500	32,000		4,257,200	1,404,400
Restricted stock		10,300	6,800		10,300	6,800
Restricted stock units	Restricted stock units	21,500	19,500		1,535,900	443,100
Restricted stock units
Restricted stock units

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.

~~CCO HOLDINGS, LLC AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

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

As of ~~June 30, 2023,~~March 31, 2024, total unrecognized compensation remaining to be recognized in future periods totaled ~~$555~~$469 million for stock options, $3$0.2 million for restricted stock and ~~$610~~$688 million for restricted stock units and the weighted average period over which they are expected to be recognized is three years for stock options, ~~ten months~~one month for restricted stock and two years for restricted stock units.

The Company recorded stock compensation expense of ~~$168~~$214 million and ~~$376~~$208 million for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023, ~~respectively, and $104 million and $251 million for the three and six months ended June 30, 2022,~~ respectively, which is included in operating costs and expenses.

10. Contingencies

In August 2015, a purported stockholder of Charter, Matthew Sciabacucchi, filed a lawsuit in the Delaware Court of Chancery, on behalf of a putative class of Charter stockholders, challenging the transactions involving Charter, Time Warner Cable Inc., Advance/Newhouse Partnership's, and Liberty Broadband announced by Charter on May 26, 2015. The ~~lawsuit, which named as defendants Charter~~Company and its board of directors, alleged that the transactions resulted from breaches of fiduciary duty by Charter’s directors and that Liberty Broadband improperly benefited from the challenged transactions at the expense of other Charter stockholders. On January 12, 2023, the parties reached a tentative agreement to settle the lawsuit.~~The court approved the settlement at a fairness hearing on June 22, 2023, resulting in a net payment to Charter on June 26, 2023 and the dismissal of the lawsuit.~~

In the previously disclosed lawsuit of 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, in County Court at Law No. 5 for Dallas County, Texas, the settlement was finalized and paid, and the case was dismissed on June 22, 2023.

~~The Company is a defendant~~parent companies are defendants or ~~co-defendant~~co-defendants in several lawsuits involving alleged infringement of various intellectual property relating to various aspects of ~~its~~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 operations, 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 isand its parent companies are party to other lawsuits, claims and regulatory inquiries or investigations that arise in the ordinary course of conducting ~~its business.~~their business or in connection with the Company’s participation in government funding programs. 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 operations, consolidated financial condition, results of operations or liquidity, such lawsuits could have, in the aggregate, a material adverse effect on the Company’s operations, 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.

109

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, 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 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

During the ~~second~~first quarter of ~~2023,~~2024, we ~~added 648,000 mobile lines, 77,000~~lost 72,000 Internet customers while adding 486,000 mobile lines. Our Internet customer growth was challenged by the competitive environment, lower customer move rates and ~~17,000 residential and small and medium business~~the restriction on adding new customers to the Federal Communication Commission’s Affordable Connectivity Program ("~~SMB"~~ACP") ~~customer relationships, which excludes mobile-only customer relationships.~~after February 7, 2024. Our mobile line ~~and Internet customer~~ growth ~~in the second quarter were supported by~~continued to benefit from our Spectrum One offering, which ~~brings~~provides a differentiated Internet connectivity experience by bringing 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~~on the go in a high-value package.

We ~~are beginning~~expect that government subsidies for our 5.0 million current ACP customers will run out in May 2024, unless the program is allocated additional funding. We expect to implement retention programs for the customers who will lose the ACP subsidy, however, we expect to see ~~benefits from~~a one-time impact on customer net gains, revenue per customer and bad debt in the ~~targeted investments we are making in employee wages~~second and ~~benefits inside~~third quarters 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.this year.

We spent ~~$541 million and $932~~$427 million on our subsidized rural construction initiative during the three ~~and six~~ months ended ~~June 30, 2023, respectively. We expect that over time, our~~March 31, 2024, and activated approximately 73,000 subsidized rural construction initiative will support customer growth, and we activated approximately 68,000 and 112,000 subsidized rural passings in the three and six months ended June 30, 2023, respectively. In addition, we continue to evolve and upgrade our network to provide higher Internet speeds and reliability and invest in our products and customer service platforms.passings. We currently offer Spectrum Internet products with speeds up to 1 Gbps across our entire ~~footprint, and over the next three years,~~footprint. Our network evolution initiative is progressing whereby we ~~plan to upgrade~~are upgrading our network to ~~provide~~deliver symmetrical and 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~~speeds across our footprint, and ~~privacy, is available to all Internet customers.~~recently began offering symmetrical speeds in our first high split markets. We also continue to ~~invest~~evolve our video product and are deploying Xumo stream boxes ("Xumo") to new video customers. Xumo combines a live TV experience with access to hundreds of content applications and features unified search and discovery along with a curated content offering based on a customer’s interests and subscriptions. In the first quarter of 2024, we began offering Disney+ and ESPN+ to customers in ~~our ability~~certain packages at no additional cost and we expect to provide a differentiated Internet connectivity experience for our mobile and fixed Internet customers with increasing availability of out-of-home WiFi access points across our footprint. In addition, we continue to work towardsoffer additional direct-to-consumer applications in the ~~construction of our own 5G mobile data-only network leveraging our Citizen Broadband Radio Service ("CBRS") Priority Access Licenses.~~ coming months.

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 ~~capture more spend on~~sell additional products ~~for~~to our existing customers. We are beginning to see operational benefits from the targeted investments we are making in employee wages and benefits to build employee skill sets and tenure, as well as the continued investments in digitization of our customer service platforms, all with the goal of improving the customer experience, reducing transactions and driving customer growth and retention.

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


		Three Months Ended June 30,							Six Months Ended June 30,
		2023		2022		% Change			2023		2022		% Change
				Three Months Ended March 31,
				Three Months Ended March 31,
				Three Months Ended March 31,
								2024														2024			2023	% Change
Revenues	Revenues	$	13,659	$	13,598	0.5	%		$	27,312	$	26,796	1.9	%	Revenues	$	13,679	$	$	13,653	0.2		0.2	%
Adjusted EBITDA	Adjusted EBITDA	$	5,470	$	5,487	(0.3)	%		$	10,792	$	10,674	1.1	%	Adjusted EBITDA	$	5,471	$	$	5,322	2.8		2.8	%
Income from operations	Income from operations	$	3,193	$	3,211	(0.6)	%		$	6,097	$	5,962	2.3	%	Income from operations	$	3,112	$	$	2,904	7.2		7.2	%

Adjusted EBITDA is defined as net income attributable to CCO Holdings member plus net income attributable to noncontrolling interest, 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 growth in our residential mobile service, residential Internet ~~customers~~ and ~~residential mobile lines partly~~advertising sales revenues mostly offset by lower residential video ~~and advertising sales revenues. Changes in~~revenue. Adjusted EBITDA and income from operations ~~were impacted~~growth was driven by growth in revenue and ~~increases~~decreases in operating costs and expenses, primarily ~~other costs of revenue and costs to service customers~~programming expense, partly offset by an increase in mobile device and other mobile direct costs. Income from operations was also affected by a ~~decrease in programming~~gain on the sale of towers and lower depreciation and amortization expense.

The following table summarizes our customer statistics for Internet, video, voice and mobile as of ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~ (in thousands except per customer data and footnotes).

Approximate as of

June 30,

2023 (a)

2022 (a)

Approximate as of

March 31,

2024 (a)

2023 (a)

Customer Relationships (b)

Residential

30,009

29,942

SMB

2,219

2,182

Total Customer Relationships

32,228

32,124

Monthly Residential Revenue per Residential Customer (c)

120.25

120.61

Monthly Residential Revenue per Residential Customer (c)

Monthly SMB Revenue per SMB Customer (d)

164.56

167.47

Internet

Residential

28,549

28,259

SMB

2,037

1,994

Total Internet Customers

30,586

30,253

Video

Residential

14,071

14,853

SMB

635

642

Total Video Customers

14,706

15,495

Voice

Residential

7,248

8,200

SMB

1,294

1,287

Total Voice Customers

8,542

9,487

Mobile Lines (e)

Residential

6,410

4,134

SMB

216

147

Total Mobile Lines

6,626

4,281

Enterprise Primary Service Units ("PSUs") (f)

294

277

Enterprise Primary Service Units ("PSUs") (f)

(a)We calculate the aging of customer accounts based on the monthly billing cycle for each ~~account.~~account in accordance with our collection policies. On that basis, as of ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ customers include approximately ~~128,600~~110,000 and ~~154,500~~119,800 customers, respectively, whose accounts were over 60 days past due, approximately ~~47,000~~42,600 and ~~45,800~~42,100 customers, respectively, whose accounts were over 90 days past due and approximately ~~229,200~~283,100 and ~~97,200~~217,800 customers, respectively, whose accounts were over 120 days past due. ~~Bad debt expense associated with these past due accounts has been reflected in our consolidated statements of operations.~~ The increase in accounts past due more than 120 days 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. Bad debt expense associated with these past due accounts has been reflected in our consolidated statements of operations.

(b)Customer relationships include the number of customers that receive one or more levels of service, encompassing Internet, video, voice and 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-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-only customers.

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

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

Critical Accounting Policies and Estimates

For a discussion of our critical accounting policies and the means by which we develop estimates therefore, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our ~~2022~~2023 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 June 30,					Six Months Ended June 30,
		2023		2022			2023		2022
				Three Months Ended March 31,
				Three Months Ended March 31,
				Three Months Ended March 31,
						2024					2024	2023
Revenues	Revenues	$	13,659	$	13,598		$	27,312	$	26,796

Costs and Expenses:	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)
Operating costs and expenses (exclusive of items shown separately below)	Operating costs and expenses (exclusive of items shown separately below)	8,357		8,215			16,896		16,373
Depreciation and amortization	Depreciation and amortization	2,164		2,233			4,363		4,519
Other operating income, net		(55)		(61)			(44)		(58)
		10,466		10,387			21,215		20,834
Other operating (income) expense, net
						10,567
Income from operations	Income from operations	3,193		3,211			6,097		5,962

Other Income (Expenses):	Other Income (Expenses):
Other Income (Expenses):
Other Income (Expenses):
Interest expense, net	Interest expense, net	(1,290)		(1,103)			(2,546)		(2,156)
Other income (expenses), net		(73)		19			(177)		43
Interest expense, net
Interest expense, net
Other expenses, net
						(1,393)
		(1,363)		(1,084)			(2,723)		(2,113)

Income before income taxes
Income before income taxes
Income before income taxes	Income before income taxes	1,830		2,127			3,374		3,849
Income tax expense	Income tax expense	(15)		(12)			(29)		(25)
Consolidated net income	Consolidated net income	1,815		2,115			3,345		3,824
Less: Net income attributable to noncontrolling interests	Less: Net income attributable to noncontrolling interests	(1)		(1)			(1)		(1)

Net income attributable to CCO Holdings member	Net income attributable to CCO Holdings member	$	1,814	$	2,114		$	3,344	$	3,823
Net income attributable to CCO Holdings member
Net income attributable to CCO Holdings member

Revenues. Total revenues grew ~~$61 million and $516~~$26 million for the three ~~and six~~ months ended ~~June 30, 2023, respectively,~~March 31, 2024 compared to the corresponding ~~periods~~period in ~~2022~~2023 primarily due to growth in residential mobile service, residential Internet ~~customers~~ and ~~residential mobile lines~~advertising sales revenues, partly offset by lower residential video ~~and advertising sales revenues.~~revenue.

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


		Three Months Ended June 30,							Six Months Ended June 30,
		2023		2022		% Change			2023		2022		% Change
				Three Months Ended March 31,
				Three Months Ended March 31,
				Three Months Ended March 31,
								2024																	2024								2023		% Change
Internet	Internet	$	5,733	$	5,562	3.1	%		$	11,451	$	11,014	4.0	%	Internet	$	5,826	$	$	5,718	1.9						1.9		%
Video	Video	4,188		4,484		(6.6)	%		8,442		8,830		(4.4)	%	Video	3,908		4,254		4,254		(8.1)						(8.1)		%
Voice	Voice	365		398		(8.3)	%		738		789		(6.4)	%	Voice	374		373		373		0.3						0.3		%
Mobile service	Mobile service	539		415		29.8	%		1,036		802		29.1	%	Mobile service	685		497		497		37.8						37.8		%
Residential revenue	Residential revenue	10,825		10,859		(0.3)	%		21,667		21,435		1.1	%	Residential revenue	10,793		10,842		10,842		(0.4)						(0.4)		%

Small and medium business	Small and medium business	1,094		1,092		0.2	%		2,185		2,162		1.1	%
Small and medium business
Small and medium business																1,088			1,091							(0.3)		%
Enterprise	Enterprise	690		669		3.2	%		1,372		1,330		3.1	%	Enterprise	708		682		682		3.8						3.8		%
Commercial revenue	Commercial revenue	1,784		1,761		1.4	%		3,557		3,492		1.9	%	Commercial revenue	1,796		1,773		1,773		1.3						1.3		%

Advertising sales	Advertising sales	384		460		(16.5)	%		739		843		(12.3)	%
Advertising sales
Advertising sales																391			355							10.0		%
Other	Other	666		518		28.5	%		1,349		1,026		31.5	%	Other	699		683		683		2.4						2.4		%
		$	13,659	$	13,598	0.5	%		$	27,312	$	26,796	1.9	%
								$															$	13,679							$	13,653		0.2	%

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


	Three months ended March 31, 2024 compared to three months ended March 31, 2023 Increase / (Decrease)
Increase related to rate and product mix changes	$	90
Increase in average residential Internet customers	18
	$	108

The increase related to rate and product mix was primarily due to promotional ~~roll-off~~rate step-ups and rate ~~adjustments.~~adjustments, partly offset by lower bundled revenue allocation. Residential Internet customers ~~grew~~decreased by ~~290,000~~7,000 customers from ~~June 30, 2022~~March 31, 2023 to ~~June 30, 2023.~~March 31, 2024.

Video revenues consist primarily of revenues from 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
June 30, 2023
compared to
three months ended
June 30, 2022
Increase / (Decrease) Six months ended
June 30, 2023
compared to
six months ended
June 30, 2022
Increase / (Decrease)
Decrease in average residential video customers $ (247) $ (467)
Change related to rate and product mix changes (49) 79
$ (296) $ (388)


	Three months ended March 31, 2024 compared to three months ended March 31, 2023 Increase / (Decrease)
Decrease in average residential video customers	$	(310)
Decrease related to rate and product mix changes	(36)
	$	(346)

Residential video customers decreased by ~~782,000~~1,149,000 from ~~June 30, 2022~~March 31, 2023 to ~~June 30, 2023.~~March 31, 2024. The ~~change~~decrease related to rate and product mix was ~~affected by~~primarily due to a higher mix of lower ~~cost~~priced video packages within our video customer base, partly offset by ~~the~~promotional rate step-ups and video rate adjustments that pass-through of programming ~~cost increases and promotional roll-off.~~rate increases.

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


	Three months ended March 31, 2024 compared to three months ended March 31, 2023 Increase / (Decrease)
Increase related to rate adjustments	$	50
Decrease in average residential voice customers	(49)
	$	1

Residential wireline voice customers decreased by ~~952,000~~1,035,000 customers from ~~June 30, 2022~~March 31, 2023 to ~~June 30, 2023.~~March 31, 2024.

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


	Three months ended March 31, 2024 compared to three months ended March 31, 2023 Increase / (Decrease)
Increase in average residential mobile lines	$	209
Decrease related to rate	(21)
	$	188

Residential mobile lines increased by ~~2,276,000~~2,210,000 mobile lines from ~~June 30, 2022~~March 31, 2023 to ~~June 30, 2023.~~March 31, 2024. The decrease related to rate is primarily related to the Spectrum One offering and is partly offset by higher bundled revenue allocation.

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


	Three months ended March 31, 2024 compared to three months ended March 31, 2023 Increase / (Decrease)
Decrease related to rate and product mix changes	$	(8)
Increase in SMB customers	5
	$	(3)

~~SMB customers grew by 37,000 from June 30, 2022 to June 30, 2023.~~ The decrease related to rate and product mix changes were primarily due to a higher mix of lower priced video packages and a lower number of voice lines per SMB customer relationship. SMB customers grew by 4,000 from March 31, 2023 to March 31, 2024.

Enterprise revenues increased ~~$21 million and $42~~$26 million during the three ~~and six~~ months ended ~~June 30, 2023, respectively,~~March 31, 2024 compared to the corresponding ~~periods~~period in ~~2022~~2023 primarily due to an increase in Internet ~~PSUs partly offset by lower wholesale~~ PSUs. Enterprise PSUs increased ~~17,000~~20,000 from ~~June 30, 2022~~March 31, 2023 to ~~June 30, 2023.~~March 31, 2024.

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 ~~decreased $76 million and $104~~increased $36 million during the three ~~and six~~ months ended ~~June 30, 2023, respectively,~~March 31, 2024 as compared to the corresponding ~~periods~~period in ~~2022~~2023 primarily due to ~~a decrease~~an increase in political ~~and local and national~~ ad ~~revenue partly offset by higher advanced advertising.~~revenue.

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, wire maintenance ~~fees and other miscellaneous revenues. Other revenues increased $148 million and $323 million during the three and six~~

fees and other miscellaneous revenues. Other revenues increased $16 million during the three months ended ~~June 30, 2023, respectively,~~March 31, 2024 compared to the corresponding ~~periods~~period in ~~2022~~2023 primarily due to higher mobile device sales.

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

Three months ended
June 30, 2023
compared to
three months ended
June 30, 2022
Increase / (Decrease) Six months ended
June 30, 2023
compared to
six months ended
June 30, 2022
Increase / (Decrease)
Programming $ (232) $ (410)
Other costs of revenue 182 402
Costs to service customers 72 208
Sales and marketing 31 97
Other 89 226
$ 142 $ 523


	Three months ended March 31, 2024 compared to three months ended March 31, 2023 Increase / (Decrease)
Programming	$	(229)
Other costs of revenue	130
Costs to service customers	(1)
Sales and marketing	(26)
Other	9
	$	(117)

Programming costs were approximately ~~$2.7~~$2.6 billion and ~~$3.0~~$2.8 billion for the three months ended ~~June 30,~~March 31, 2024 and 2023, representing 31% and ~~2022, representing~~ 33% ~~and 36% of total operating costs and expenses, respectively, and $5.5 billion and $5.9 billion for the six months ended June 30, 2023 and 2022, representing 33% and 36%~~ of total operating costs and expenses, respectively. Programming costs consist primarily of costs paid to programmers for basic, premium, video on demand, and pay-per-view programming. Programming costs decreased as a result of fewer video customers and a higher mix of lower cost video packages within our video customer base, partly offset by contractual rate adjustments, including renewals and increases in amounts paid for retransmission consent.

Other costs of revenue increased ~~$182 million and $402~~$130 million during the three ~~and six~~ months ended ~~June 30, 2023, respectively,~~March 31, 2024 compared to the corresponding ~~periods~~period in ~~2022~~2023 primarily due to higher mobile service direct costs and mobile device sales ~~and higher other mobile direct costs~~ due to an increase in mobile lines.

Costs to service customers increased $72 million and $208 million during the three and six months ended June 30, 2023, respectively, compared to the corresponding periods in 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 costs increased $31 million and $97 million during the three and six months ended June 30, 2023, respectively, compared to the corresponding periods in 2022 primarily due to higher staffing across sales channels and the accelerated growth of Spectrum Mobile.

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

Three months ended
June 30, 2023
compared to
three months ended
June 30, 2022
Increase / (Decrease) Six months ended
June 30, 2023
compared to
six months ended
June 30, 2022
Increase / (Decrease)
Stock compensation expense $ 64 125
Corporate costs (1) 35
Costs to sell and service bulk properties 15 25
Enterprise 10 24
Other 1 17
$ 89 $ 226

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

Depreciation and amortization. Depreciation and amortization expense decreased by ~~$69 million and $156~~$17 million during the three ~~and six~~ months ended ~~June 30, 2023, respectively,~~March 31, 2024 compared to the corresponding periods in ~~2022~~2023 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,~~(income) expense, net. The change in other operating ~~income,~~(income) expense, net is attributable to the following (dollars in millions):

Three months ended
June 30, 2023
compared to
three months ended
June 30, 2022
(Increase) / Decrease Six months ended
June 30, 2023
compared to
six months ended
June 30, 2022
(Increase) / Decrease
Special charges, net $ 13 $ 21
(Gain) loss on disposal of assets, net (7) (7)
$ 6 $ 14


	Three months ended March 31, 2024 compared to three months ended March 31, 2023 Increase / (Decrease)
Special charges, net	$	3
Gain on disposal of assets, net	(51)
	$	(48)

See Note 7 to the accompanying consolidated financial statements contained in “Item 1. Financial Statements” for more information.

Interest expense, net. Net interest expense increased by ~~$187 million and $390~~$49 million for the three ~~and six~~ months ended ~~June 30, 2023, respectively,~~March 31, 2024 compared to the corresponding ~~periods~~period in ~~2022. The increase in net interest expense is the result of~~2023 primarily due to an increase in weighted average interest rates as well as an increase in weighted average debt outstanding of approximately $2.3 billion and $3.5 billion during the three and six months ended June 30, 2023, respectively, compared to the corresponding periods in 2022. The increase in weighted average debt outstanding is primarily due to the issuance of notes throughout 2022 and 2023.rates.

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

Three months ended
June 30, 2023
compared to
three months ended
June 30, 2022
Increase / (Decrease) Six months ended
June 30, 2023
compared to
six months ended
June 30, 2022
Increase / (Decrease)
Loss on extinguishment of debt (see Note 3) $ 3 $ 3
Gain (loss) on financial instruments, net (see Note 4) (4) (45)
Net periodic pension benefits (16) (31)
Gain (loss) on equity investments, net (75) (147)
$ (92) $ (220)


	Three months ended March 31, 2024 compared to three months ended March 31, 2023 Increase / (Decrease)

Loss on financial instruments, net (see Note 4)	$	23
Net periodic pension benefits	(1)
Loss on equity investments, net	(6)
	$	16

See Note 8 and the Notes referenced above to the accompanying consolidated financial statements contained in “Item 1. Financial Statements” for more information.

Income tax expense. We recognized income tax expense of ~~$15~~$55 million and ~~$29~~$14 million for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023, ~~respectively, and $12 million and $25 million for the three and six months ended June 30, 2022,~~ respectively.

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 $300 million and $479~~increased $133 million during the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 compared to the corresponding ~~periods~~period in ~~2022, respectively,~~2023 primarily as a result of the factors described above.

Use of Adjusted EBITDA and Free Cash Flow

We use certain measures that are not defined by U.S. generally accepted accounting principles (“GAAP”) to evaluate various aspects of our business. Adjusted EBITDA and free cash flow are non-GAAP financial measures and should be considered in addition to, not as a substitute for, net income attributable to 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 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 ~~$335~~$371 million and ~~$709~~$374 million for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023, ~~respectively, and $348 million and $690 million for the three and six months ended June 30, 2022,~~ respectively.

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


		Three Months Ended June 30,					Six Months Ended June 30,
		2023		2022			2023		2022
				Three Months Ended March 31,
				Three Months Ended March 31,
				Three Months Ended March 31,
						2024					2024	2023
Net income attributable to CCO Holdings member	Net income attributable to CCO Holdings member	$	1,814	$	2,114		$	3,344	$	3,823
Plus: Net income attributable to noncontrolling interest	Plus: Net income attributable to noncontrolling interest	1		1			1		1
Interest expense, net	Interest expense, net	1,290		1,103			2,546		2,156
Income tax expense	Income tax expense	15		12			29		25
Depreciation and amortization	Depreciation and amortization	2,164		2,233			4,363		4,519
Stock compensation expense	Stock compensation expense	168		104			376		251
Other, net	Other, net	18		(80)			133		(101)
Adjusted EBITDA	Adjusted EBITDA	$	5,470	$	5,487		$	10,792	$	10,674

Net cash flows from operating activities	Net cash flows from operating activities	$	4,101	$	4,101		$	7,491	$	7,745
Net cash flows from operating activities
Net cash flows from operating activities
Less: Purchases of property, plant and equipment	Less: Purchases of property, plant and equipment	(2,834)		(2,193)			(5,298)		(4,050)
Change in accrued expenses related to capital expenditures	Change in accrued expenses related to capital expenditures	191		118			(4)		128
Free cash flow	Free cash flow	$	1,458	$	2,026		$	2,189	$	3,823

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 February 2023, Charter Communications Operating, LLC ("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 and require significant cash to fund principal and interest payments on our debt. The principal amount of our debt as of ~~June 30, 2023~~March 31, 2024 was $97.8 billion, consisting of $14.6 billion of credit facility debt, $55.9 billion of investment grade senior secured notes and $27.3 billion of high-yield senior unsecured notes. Our ~~business requires significant cash~~split credit rating allows us to ~~fund principal~~access both the investment grade debt market and ~~interest payments on our debt.~~ the high yield debt market.

Our projected cash needs and projected sources of liquidity depend upon, among other things, our actual results, and the timing and amount of our expenditures. As we 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 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 ~~$1.5 billion~~$450 million and ~~$2.2 billion~~$731 million for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023, ~~respectively, and $2.0 billion and $3.8 billion for the three and six months ended June 30, 2022,~~ respectively. See the table below for factors impacting free cash flow during the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 compared to the corresponding prior ~~periods.~~period. As of ~~June 30, 2023,~~March 31, 2024, the amount available under our credit facilities was approximately ~~$3.2~~$2.9 billion and cash on hand was approximately ~~$292~~$422 million. We expect to utilize free cash flow, cash on hand and availability under our credit facilities as well as future refinancing transactions to further extend the maturities of our obligations. The timing and terms of any refinancing transactions will be subject to market conditions among other considerations. Additionally, we may, from time to time, and depending on market conditions and other factors, use cash on hand and the proceeds from securities offerings or other borrowings to retire our debt through open market purchases, privately negotiated purchases, tender offers or redemption provisions. We believe we have sufficient liquidity from cash on hand, free cash flow and Charter ~~Operating's~~Operating’s revolving credit facility as well as access to the capital markets to fund our projected cash needs.

We continue to evaluate the deployment of our cash on hand and anticipated future free cash flow, including ~~to invest~~investing in our business growth and other strategic opportunities, including expanding the capacity of our network, ~~evolution and~~the expansion ~~initiatives,~~of our network through our rural broadband construction initiative, the build-out and deployment of our CBRS spectrum, and mergers and acquisitions as well as distributions to 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~~Charter's leverage ratio was ~~4.5~~4.4 times Adjusted EBITDA as of ~~June 30, 2023.~~March 31,

2024. As Adjusted EBITDA grows, we expect to increase the total amount of our

indebtedness to maintain leverage within Charter's target leverage range. Excluding purchases from Liberty Broadband Corporation (“Liberty Broadband”) discussed below, during the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023, Charter purchased in the public market approximately ~~1.0~~1.2 million and ~~3.1~~2.2 million shares of Charter Class A common stock, respectively, for approximately ~~$324~~$391 million and ~~$1.1 billion, respectively, and during the three and six months ended June 30, 2022, Charter purchased in the public market approximately 5.0~~$821 million, ~~and 9.4 million shares of Charter Class A common stock, respectively, for approximately $2.5 billion and $5.0 billion,~~ respectively. Since the beginning of its buyback program in September 2016 through ~~June 30, 2023,~~March 31, 2024, Charter has purchased approximately ~~153.1~~160.0 million shares of Class A common stock and Charter Holdings common units for approximately ~~$69.8~~$72.6 billion, including purchases from Liberty Broadband and Advance/Newhouse Partnership ("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. During the three months ended March 31, 2024 and 2023, Charter purchased from Liberty Broadband 0.2 million and 0.1 million shares of Charter Class A common stock, respectively, for approximately ~~$42 million during the six months ended June 30, 2023, and 2.3~~$81 million and ~~3.2~~$42 million, ~~shares of Charter Class A common stock for approximately $1.2 billion and $1.8 billion during the three and six months ended June 30, 2022,~~ respectively.

In December 2016, Charter and A/N entered into a letter agreement, as amended in December 2017 (the “A/N Letter Agreement”), that requires A/N to sell to Charter or to Charter Holdings, on a monthly basis, a number of shares of Charter Class A common stock or Charter Holdings common units that represents a pro rata participation by A/N and its affiliates in any repurchases of shares of Charter Class A common stock from persons other than A/N effected by Charter during the immediately preceding calendar month, at a purchase price equal to the average price paid by Charter for the shares repurchased from persons other than A/N during such immediately preceding calendar month. A/N and Charter both have the right to terminate or suspend the pro rata repurchase arrangement on a prospective basis. During the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023, Charter Holdings purchased from A/N ~~0.2~~0.3 million and ~~0.5~~0.3 million Charter Holdings common units, respectively, for approximately ~~$54~~$95 million and $176 million, respectively, and during the three and six months ended June 30, 2022, Charter Holdings purchased from A/N 1.1 million and 1.7 million Charter Holdings common units for approximately $578 million and $994$122 million, respectively.

As of ~~June 30, 2023,~~March 31, 2024, Charter had remaining board authority to purchase an additional ~~$482~~$263 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 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.

2019

Free Cash Flow

Free cash flow decreased ~~$568~~$281 million ~~and $1.6 billion~~ during the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 compared to the corresponding prior ~~periods~~period in ~~2022~~2023 due to the following (dollars in millions):

Three months ended
June 30, 2023
compared to
three months ended
June 30, 2022
Increase / (Decrease) Six months ended
June 30, 2023
compared to
six months ended
June 30, 2022
Increase / (Decrease)
Increase in capital expenditures $ (641) $ (1,248)
Changes in working capital, excluding mobile devices 143 (331)
Changes in working capital, mobile devices (36) (174)
Increase in cash paid for interest, net (73) (279)
Change in Adjusted EBITDA (17) 118
Increase in cash paid for taxes, net 11 23
Other, net 45 257
$ (568) $ (1,634)


	Three months ended March 31, 2024 compared to three months ended March 31, 2023 Increase / (Decrease)
Increase in capital expenditures	$	(327)
Increase in cash paid for interest, net	(44)
Changes in working capital, mobile devices	(36)
Increase in cash paid for taxes, net	(10)
Changes in working capital, excluding mobile devices	178
Increase in Adjusted EBITDA	149
Other, net	(191)
	$	(281)

Other, net primarily includes the payment of a litigation settlement during the three months ended March 31, 2024 compared to the corresponding period in 2023.

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 ~~$302~~$292 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 8 to the consolidated financial statements contained in our ~~2022~~2023 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 ~~June 30, 2023,~~March 31, 2024, there was no default under any of these indentures, and CCO Holdings met its leverage ratio test based on ~~June 30, 2023~~March 31, 2024 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 ~~$292~~$422 million and ~~$392~~$471 million in cash and cash equivalents as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, respectively.

Operating Activities. Net cash provided by operating activities decreased ~~$254~~$86 million during the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 compared to the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, primarily due to the payment of litigation settlements in 2024 and an increase in cash paid for interest and ~~changes in working capital,~~taxes, partly offset by an increase in Adjusted ~~EBITDA of $118 million.~~EBITDA.

Investing Activities. Net cash used in investing activities was ~~$5.6~~$2.9 billion and ~~$4.1~~$2.7 billion for the ~~six~~three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively. The increase in cash used was primarily due to an increase in capital expenditures, ~~and~~partly offset by changes in accrued expenses related to capital expenditures.

Financing Activities. Net cash used in financing activities decreased ~~$1.7 billion~~$305 million during the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 compared to the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 primarily due to a decrease in distributions to parent companies, partly offset by a decrease in the amount by which borrowings of long-term debt exceeded repayments.

Capital Expenditures

We have significant ongoing capital expenditure requirements. Capital expenditures were $2.8 billion and ~~$5.3~~$2.5 billion for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023, ~~respectively, and $2.2 billion and $4.1 billion for the three and six months ended June 30, 2022,~~ respectively. The increase was primarily ~~due to~~driven by higher spend on network evolution and customer premise equipment, particularly Xumo, as well as an increase in line extensions in connection with our subsidized rural construction initiative and continued residential and commercial network expansion. ~~The increase in capital expenditures excluding line extensions was primarily driven by higher spend on network evolution and support capital.~~ See the table below for more details.

We currently expect full year ~~2023 capital expenditures, excluding line extensions, to be between $6.5 billion and $6.8 billion. We expect 2023 line extensions~~2024 capital expenditures to betotal between $12.2 billion and $12.4 billion, including line extensions of approximately $4$4.5 billion and network evolution spend of approximately $1.6 billion. The actual amount of

capital expenditures in ~~2023~~2024 will depend on a number of factors including, but not limited to, the pace of our network evolution and expansion initiatives, supply chain timing and growth rates in our residential and commercial businesses.

Our capital expenditures are funded primarily from cash flows from operating activities and borrowings on our credit facility. In addition, our accrued ~~liabilities~~expenses related to capital expenditures decreased by $4$63 million and ~~increased by $128~~$195 million for the ~~six~~three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively.

The following tables present our major capital expenditures categories in accordance with National Cable and Telecommunications Association (“NCTA”) disclosure guidelines for the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 and ~~2022.~~2023. These disclosure guidelines are not required disclosures under GAAP, nor do they impact our accounting for capital expenditures under GAAP (dollars in millions):


		Three Months Ended June 30,					Six Months Ended June 30,
		2023		2022			2023		2022
				Three Months Ended March 31,
				Three Months Ended March 31,
				Three Months Ended March 31,
						2024					2024	2023
Customer premise equipment (a)	Customer premise equipment (a)	$	576	$	560		$	1,113	$	1,029
Scalable infrastructure (b)	Scalable infrastructure (b)	353		384			707		743
Upgrade/rebuild (c)	Upgrade/rebuild (c)	392		189			681		348
Support capital (d)	Support capital (d)	431		367			825		696
Capital expenditures, excluding line extensions	Capital expenditures, excluding line extensions	1,752		1,500			3,326		2,816

Subsidized rural construction line extensions	Subsidized rural construction line extensions	529		278			900		470
Subsidized rural construction line extensions
Subsidized rural construction line extensions
Other line extensions	Other line extensions	553		415			1,072		764
Total line extensions (e)	Total line extensions (e)	1,082		693			1,972		1,234
Total capital expenditures	Total capital expenditures	$	2,834	$	2,193		$	5,298	$	4,050

Of which:	Of which:
Of which:
Of which:
Commercial services
Commercial services
Commercial services	Commercial services	$	409	$	376		$	776	$	741
Subsidized rural construction initiative (f)	Subsidized rural construction initiative (f)	$	541	$	296		$	932	$	497
Mobile	Mobile	$	82	$	95		$	159	$	169

(a)Customer premise equipment includes equipment and devices located at the customer's premise used to deliver our Internet, video and voice services (e.g., modems, routers and set-top boxes), as well as installation costs.

(b)Scalable infrastructure includes costs, not related to customer premise equipment or our network, to secure growth of new customers 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.~~initiative.

(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).

(f)The subsidized rural construction initiative subcategory includes 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 2019 to the Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023 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, ~~2022. See Note 3 to the accompanying consolidated financial statements contained in “Item 1. Financial Statements” for a discussion of notes issued during the six months ended June 30,~~ 2023.

2322

Item 4. Controls and Procedures.

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

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

During the quarter ended ~~June 30, 2023,~~March 31, 2024, 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.

2423

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

See Note 1817 to our Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023 for a discussion of legal proceedings, as updated by Note 10 to the accompanying consolidated financial statements contained in “Item 1. Financial Statements” of this quarterly report. Within this section, we use a threshold of $1 million in disclosing environmental proceedings involving a governmental authority, if any.

Item 1A. Risk Factors.

Our Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023 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.~~10-K except as described below.

Changes to the existing legal and regulatory framework under which we operate or the regulatory programs in which we or our competitors participate, including the possible elimination of the federal broadband ACP subsidy for low-income consumers, could adversely affect our business.

There are ongoing efforts to amend or expand the federal, state and local regulation of some of the services offered over our cable systems, particularly our retail broadband Internet access service.Potential legislative and regulatory changes could adversely impact our business by increasing our costs and competition and limiting our ability to offer services in a manner that would maximize our revenue potential.These changes have in the past, and could in the future, include, for example, the reclassification of Internet services as regulated telecommunications services or other utility-style regulation of Internet services; restrictions on how we manage our Internet access services and networks; the adoption of new customer service or service quality requirements for our Internet access services; the adoption of new privacy restrictions on our collection, use and disclosure of certain customer information; new data security and cybersecurity mandates that could result in additional network and information security and cyber incident reporting requirements for our business; new restraints on our discretion over programming decisions; new restrictions on the rates we charge to consumers for one or more of the services or equipment options we offer; changes to the cable industry’s compulsory copyright to retransmit broadcast signals; new requirements to assure the availability of navigation devices from third-party providers; new Universal Service Fund contribution obligations on our Internet service revenues that would add to the cost of that service; increases in government-administered broadband subsidies to rural areas that could result in subsidized overbuilding of our facilities; changes to the Federal Communications Commission’s ("FCC") administration of spectrum; pending court challenges to the legality of the FCC’s Universal Service programs, which, if successful, could adversely affect our receipt of universal service funds, including but not limited to FCC Rural Development Opportunity Fund (“RDOF”) grants to expand our network, FCC E-rate funds to serve schools and libraries and FCC Rural Health Care funds to serve eligible health care providers; and changes in the regulatory framework for voice over Internet protocol ("VoIP") telephone service, including the scope of regulatory obligations associated with our VoIP telephone service and our ability to interconnect our VoIP telephone service with incumbent providers of traditional telecommunications service.

We participate in the ACP and RDOF subsidy programs. The ACP program provides up to a $30 monthly subsidy enabling eligible low-income households to purchase our Internet products at a discount or, for a portion of those households, at no cost. The FCC prohibited service providers from enrolling new ACP customers after February 7, 2024 and has announced that April 2024 will be the last month ACP households will receive the full ACP discount and that ACP households may receive a partial ACP discount in May 2024. After May 2024, unless Congress provides additional funding, ACP households will no longer receive the ACP benefit and the ACP will end. If Congress does not provide additional funding, this will be disruptive to our business. We will lose customers and revenues and could face greater difficulty in providing services to low-income households in the future.

As a winning bidder in the FCC’s RDOF auction in 2020, we must comply with numerous FCC and state requirements to continue receiving such funding. To comply with these requirements, in RDOF areas, we have chosen to offer certain of our VoIP telephone services, such as our Lifeline services, subject to certain traditional federal and state common carrier regulations. Additionally, in some areas where we are building pursuant to subsidy programs, we will offer certain of our broadband Internet access services subject to required discounts and other marketing-related terms. If we fail to comply with those requirements, the governing regulatory agency could consider us in default and we could incur substantial penalties or forfeitures. If we fail to attain certain specified infrastructure build-out requirements under the RDOF program, the FCC could also withhold future support payments until those shortcomings are corrected. Any failure to comply with the rules and

requirements of a subsidy grant could result in us being suspended or disbarred from future governmental programs or contracts for a significant period of time, which could adversely affect our results of operations and financial condition.

Participation in ACP, RDOF, and other government programs, including state subsidized builds, creates the risk of claims of our failure to adequately comply with the regulatory requirements of those programs. The FCC, and various state and federal agencies and attorney generals, may subject those programs, or other industry practices, to audits and investigations, which could result in enforcement actions, litigation, fines, settlements or reputational harm, and/or operational and financial conditions being placed on us, any of which could adversely affect our results of operations and financial condition.

If any laws or regulations are enacted that would expand the regulation of our services, they could affect our operations and require significant expenditures. We cannot predict future developments in these areas, and any changes to the regulatory framework for our Internet, video, mobile or VoIP services could have a negative impact on our business and results of operations.

It remains uncertain what rule changes, if any, will ultimately be adopted by Congress, the FCC, the Federal Trade Commission and state legislatures, and what operating or financial impact any such rules might have on us, including on the operation of our broadband networks, customer privacy and the user experience.

Item 6. Exhibits.

See Exhibit Index.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, CCO Holdings, LLC and CCO Holdings Capital Corp. have 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: ~~July 28, 2023~~April 26, 2024		Executive Vice President, Chief Accounting Officer and Controller

	CCO HOLDINGS CAPITAL CORP.
	Registrant

	By:	/s/ Kevin D. Howard
		Kevin D. Howard
Date: ~~July 28, 2023~~April 26, 2024		Executive Vice President, Chief Accounting Officer and Controller

S-1

Exhibit Index


Exhibit						Description

4.1						Charter Communications, Inc. Retirement Accumulation Plan (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-8 filed by Charter Communications, Inc. on March 28, 2024).
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's Quarterly Report on Form 10-Q for the three ~~and six~~ months ended ~~June 30, 2023,~~March 31, 2024, filed with the Securities and Exchange Commission on ~~July 28, 2023,~~April 26, 2024, 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 June 30, 2023 compared to three months ended June 30, 2022 Increase / (Decrease)		Six months ended June 30, 2023 compared to six months ended June 30, 2022 Increase / (Decrease)
Increase related to rate and product mix changes	$	128	$	353
Increase in average residential Internet customers	43		84
	$	171	$	437


	Three months ended June 30, 2023 compared to three months ended June 30, 2022 Increase / (Decrease)		Six months ended June 30, 2023 compared to six months ended June 30, 2022 Increase / (Decrease)
Loss on extinguishment of debt (see Note 3)	$	3	$	3
Gain (loss) on financial instruments, net (see Note 4)	(4)		(45)
Net periodic pension benefits	(16)		(31)
Gain (loss) on equity investments, net	(75)		(147)
	$	(92)	$	(220)