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 ~~March 31,~~September 30, 2023


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

For the Transition Period From to

Commission File Number: 001-33664

Charter Communications, Inc.

(Exact name of registrant as specified in its charter)


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

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

(203) 905-7801

(Registrant's telephone number, including area code)

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


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

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

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

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

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

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

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

Number of shares of Class A common stock outstanding as of ~~March 31,~~September 30, 2023: ~~150,575,230~~147,920,285

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

CHARTER COMMUNICATIONS, INC.

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

TABLE OF CONTENTS


		Page No.
PART I	FINANCIAL INFORMATION

Item 1	Financial Statements ‑ Charter Communications, Inc. and Subsidiaries
	Consolidated Balance Sheets as of ~~March 31, 202~~3 September 30, 2023 and December 31, 2022	1
	Consolidated Statements of Operations
	for the three and nine months ended ~~March~~ 3 1 ~~, 202~~3 September 30, 2023 and ~~202~~22022	2
	Consolidated Statements of Changes in Shareholders' Equity
	for the three and nine months ended ~~March~~ 3 1 ~~, 202~~3 September 30, 2023 and ~~202~~22022	3
	Consolidated Statements of Cash Flows for the ~~three~~nine months ended ~~March~~ 3 1 ~~, 202~~3 September 30, 2023 and ~~202~~22022	45
	Notes to Consolidated Financial Statements	56

Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	1215

Item 3	Quantitative and Qualitative Disclosure About Market Risk	2428

Item 4	Controls and Procedures	2428

PART II	OTHER INFORMATION

Item 1	Legal Proceedings	2630

Item 1A	Risk Factors	2630

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	2630

Item 5	Other Information	30

Item 6	Exhibits	2630

Signatures		S-1

Exhibit Index		E-1

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

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

•general business conditions, unemployment levels and the level of activity in the housing sector and economic uncertainty or downturn;

•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.

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(dollars in millions, except share data)


		March 31, 2023		December 31, 2022			September 30, 2023		December 31, 2022
		(unaudited)					(unaudited)
ASSETS	ASSETS					ASSETS
CURRENT ASSETS:	CURRENT ASSETS:					CURRENT ASSETS:
Cash and cash equivalents	Cash and cash equivalents	$	534	$	645	Cash and cash equivalents	$	571	$	645
Accounts receivable, less allowance for doubtful accounts of $211 and $219, respectively		2,851		2,921
Accounts receivable, less allowance for doubtful accounts of $256 and $219, respectively						Accounts receivable, less allowance for doubtful accounts of $256 and $219, respectively	2,932		2,921
Prepaid expenses and other current assets	Prepaid expenses and other current assets	682		451		Prepaid expenses and other current assets	613		451
Total current assets	Total current assets	4,067		4,017		Total current assets	4,116		4,017

INVESTMENT IN CABLE PROPERTIES:	INVESTMENT IN CABLE PROPERTIES:					INVESTMENT IN CABLE PROPERTIES:
Property, plant and equipment, net of accumulated depreciation of $36,644 and $36,164, respectively		36,602		36,039
Customer relationships, net of accumulated amortization of $15,777 and $15,478, respectively		2,479		2,772
Property, plant and equipment, net of accumulated depreciation of $36,885 and $36,164, respectively						Property, plant and equipment, net of accumulated depreciation of $36,885 and $36,164, respectively	38,617		36,039
Customer relationships, net of accumulated amortization of $16,285 and $15,478, respectively						Customer relationships, net of accumulated amortization of $16,285 and $15,478, respectively	1,983		2,772
Franchises	Franchises	67,366		67,363		Franchises	67,396		67,363
Goodwill	Goodwill	29,563		29,563		Goodwill	29,672		29,563
Total investment in cable properties, net	Total investment in cable properties, net	136,010		135,737		Total investment in cable properties, net	137,668		135,737

OTHER NONCURRENT ASSETS	OTHER NONCURRENT ASSETS	4,793		4,769		OTHER NONCURRENT ASSETS	4,898		4,769

Total assets	Total assets	$	144,870	$	144,523	Total assets	$	146,682	$	144,523
LIABILITIES AND SHAREHOLDERS’ EQUITY	LIABILITIES AND SHAREHOLDERS’ EQUITY					LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:	CURRENT LIABILITIES:					CURRENT LIABILITIES:
Accounts payable and accrued liabilities	Accounts payable and accrued liabilities	$	10,243	$	10,555	Accounts payable and accrued liabilities	$	10,626	$	10,555
Current portion of long-term debt	Current portion of long-term debt	1,999		1,510		Current portion of long-term debt	1,999		1,510
Total current liabilities	Total current liabilities	12,242		12,065		Total current liabilities	12,625		12,065

LONG-TERM DEBT	LONG-TERM DEBT	95,973		96,093		LONG-TERM DEBT	95,800		96,093
DEFERRED INCOME TAXES	DEFERRED INCOME TAXES	19,030		19,058		DEFERRED INCOME TAXES	18,996		19,058
OTHER LONG-TERM LIABILITIES	OTHER LONG-TERM LIABILITIES	4,723		4,758		OTHER LONG-TERM LIABILITIES	4,517		4,758

SHAREHOLDERS’ EQUITY:	SHAREHOLDERS’ EQUITY:					SHAREHOLDERS’ EQUITY:
Class A common stock; $0.001 par value; 900 million shares authorized;	Class A common stock; $0.001 par value; 900 million shares authorized;					Class A common stock; $0.001 par value; 900 million shares authorized;
153,048,145 and 152,651,396 shares issued, respectively		—		—
153,308,940 and 152,651,396 shares issued, respectively						153,308,940 and 152,651,396 shares issued, respectively	—		—
Class B common stock; $0.001 par value; 1,000 shares authorized;	Class B common stock; $0.001 par value; 1,000 shares authorized;					Class B common stock; $0.001 par value; 1,000 shares authorized;
1 share issued and outstanding	1 share issued and outstanding	—		—		1 share issued and outstanding	—		—
Preferred stock; $0.001 par value; 250 million shares authorized; no shares issued and outstanding	Preferred stock; $0.001 par value; 250 million shares authorized; no shares issued and outstanding	—		—		Preferred stock; $0.001 par value; 250 million shares authorized; no shares issued and outstanding	—		—
Additional paid-in capital	Additional paid-in capital	24,138		23,940		Additional paid-in capital	24,460		23,940
Accumulated deficit	Accumulated deficit	(13,800)		(14,821)		Accumulated deficit	(11,322)		(14,821)
Treasury stock at cost; 2,472,915 and no shares, respectively		(920)		—
Treasury stock at cost; 5,388,655 and no shares, respectively						Treasury stock at cost; 5,388,655 and no shares, respectively	(2,040)		—
Total Charter shareholders’ equity	Total Charter shareholders’ equity	9,418		9,119		Total Charter shareholders’ equity	11,098		9,119
Noncontrolling interests	Noncontrolling interests	3,484		3,430		Noncontrolling interests	3,646		3,430
Total shareholders’ equity	Total shareholders’ equity	12,902		12,549		Total shareholders’ equity	14,744		12,549

Total liabilities and shareholders’ equity	Total liabilities and shareholders’ equity	$	144,870	$	144,523	Total liabilities and shareholders’ equity	$	146,682	$	144,523

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

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(dollars in millions, except per share data)

Unaudited


		Three Months Ended March 31,			Three Months Ended September 30,						Nine Months Ended September 30,
			2023			2022			2023		2022		2023		2022
REVENUES	REVENUES		$	13,653		$	13,200	REVENUES	$	13,584	$	13,550	$	40,896	$	40,348

COSTS AND EXPENSES:	COSTS AND EXPENSES:							COSTS AND EXPENSES:
Operating costs and expenses (exclusive of items shown separately below)	Operating costs and expenses (exclusive of items shown separately below)		8,511			8,134		Operating costs and expenses (exclusive of items shown separately below)	8,299		8,247		25,115		24,574
Depreciation and amortization	Depreciation and amortization		2,206			2,294		Depreciation and amortization	2,130		2,177		6,508		6,711
Other operating expenses, net			10			1
Other operating (income) expense, net								Other operating (income) expense, net	29		202		(19)		141
			10,727			10,429			10,458		10,626		31,604		31,426
Income from operations	Income from operations		2,926			2,771		Income from operations	3,126		2,924		9,292		8,922

OTHER INCOME (EXPENSES):	OTHER INCOME (EXPENSES):							OTHER INCOME (EXPENSES):
Interest expense, net	Interest expense, net		(1,265)			(1,060)		Interest expense, net	(1,306)		(1,160)		(3,869)		(3,329)
Other income (expenses), net	Other income (expenses), net		(104)			23		Other income (expenses), net	(15)		(37)		(204)		65
			(1,369)			(1,037)			(1,321)		(1,197)		(4,073)		(3,264)

Income before income taxes	Income before income taxes		1,557			1,734		Income before income taxes	1,805		1,727		5,219		5,658
Income tax expense	Income tax expense		(374)			(345)		Income tax expense	(369)		(360)		(1,187)		(1,194)
Consolidated net income	Consolidated net income		1,183			1,389		Consolidated net income	1,436		1,367		4,032		4,464
Less: Net income attributable to noncontrolling interests	Less: Net income attributable to noncontrolling interests		(162)			(186)		Less: Net income attributable to noncontrolling interests	(181)		(182)		(533)		(605)
Net income attributable to Charter shareholders	Net income attributable to Charter shareholders		$	1,021		$	1,203	Net income attributable to Charter shareholders	$	1,255	$	1,185	$	3,499	$	3,859

EARNINGS PER COMMON SHARE ATTRIBUTABLE TO CHARTER SHAREHOLDERS:	EARNINGS PER COMMON SHARE ATTRIBUTABLE TO CHARTER SHAREHOLDERS:							EARNINGS PER COMMON SHARE ATTRIBUTABLE TO CHARTER SHAREHOLDERS:
Basic	Basic		$	6.74		$	7.05	Basic	$	8.42	$	7.51	$	23.30	$	23.51
Diluted	Diluted		$	6.65		$	6.90	Diluted	$	8.25	$	7.38	$	22.94	$	23.06

Weighted average common shares outstanding, basic	Weighted average common shares outstanding, basic		151,438,371			170,688,127		Weighted average common shares outstanding, basic	149,004,322		157,971,109		150,169,275		164,189,703
Weighted average common shares outstanding, diluted	Weighted average common shares outstanding, diluted		153,538,359			174,500,472		Weighted average common shares outstanding, diluted	152,019,159		160,638,186		152,495,273		167,351,777

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

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(dollars in millions)

Unaudited

Class A Common Stock Class B Common Stock Additional Paid-in Capital Accumulated Deficit Treasury Stock Total Charter Shareholders’ Equity Non-controlling Interests Total Shareholders’ Equity
BALANCE, December 31, 2022 $ — $ — $ 23,940 $ (14,821) $ — $ 9,119 $ 3,430 $ 12,549
Consolidated net income — — — 1,021 — 1,021 162 1,183
Stock compensation expense — — 208 — — 208 — 208
Exercise of stock options — — 2 — — 2 — 2
Purchases of treasury stock, including excise tax — — — — (920) (920) — (920)
Purchase of noncontrolling interest, net of tax — — (40) — — (40) (68) (108)
Change in noncontrolling interest ownership, net of tax — — 28 — — 28 (37) (9)
Distributions to noncontrolling interest — — — — — — (3) (3)
BALANCE, March 31, 2023 $ — $ — $ 24,138 $ (13,800) $ (920) $ 9,418 $ 3,484 $ 12,902


		Class A Common Stock		Class B Common Stock		Additional Paid-in Capital		Accumulated Deficit		Treasury Stock		Total Charter Shareholders’ Equity		Non-controlling Interests		Total Shareholders’ Equity			Class A Common Stock		Class B Common Stock		Additional Paid-in Capital		Accumulated Deficit		Treasury Stock		Total Charter Shareholders’ Equity		Non-controlling Interests		Total Shareholders’ Equity
BALANCE, December 31, 2021		$	—	$	—	$	26,725	$	(12,675)	$	—	$	14,050	$	4,106	$	18,156
BALANCE, December 31, 2022																		BALANCE, December 31, 2022	$	—	$	—	$	23,940	$	(14,821)	$	—	$	9,119	$	3,430	$	12,549
Consolidated net income	Consolidated net income	—		—		—		1,203		—		1,203		186		1,389		Consolidated net income	—		—		—		1,021		—		1,021		162		1,183
Stock compensation expense	Stock compensation expense	—		—		147		—		—		147		—		147		Stock compensation expense	—		—		208		—		—		208		—		208
Exercise of stock options	Exercise of stock options	—		—		1		—		—		1		—		1		Exercise of stock options	—		—		2		—		—		2		—		2
Purchases of treasury stock		—		—		—		—		(3,333)		(3,333)		—		(3,333)
Purchases of treasury stock, including excise tax																		Purchases of treasury stock, including excise tax	—		—		—		—		(920)		(920)		—		(920)
Purchase of noncontrolling interest, net of tax	Purchase of noncontrolling interest, net of tax	—		—		(197)		—		—		(197)		(156)		(353)		Purchase of noncontrolling interest, net of tax	—		—		(40)		—		—		(40)		(68)		(108)
Change in noncontrolling interest ownership, net of tax	Change in noncontrolling interest ownership, net of tax	—		—		189		—		—		189		(250)		(61)		Change in noncontrolling interest ownership, net of tax	—		—		28		—		—		28		(37)		(9)
Distributions to noncontrolling interest	Distributions to noncontrolling interest	—		—		—		—		—		—		(2)		(2)		Distributions to noncontrolling interest	—		—		—		—		—		—		(3)		(3)
BALANCE, March 31, 2022		$	—	$	—	$	26,865	$	(11,472)	$	(3,333)	$	12,060	$	3,884	$	15,944

BALANCE, March 31, 2023																		BALANCE, March 31, 2023	—		—		24,138		(13,800)		(920)		9,418		3,484		12,902
Consolidated net income																		Consolidated net income	—		—		—		1,223		—		1,223		190		1,413
Stock compensation expense																		Stock compensation expense	—		—		168		—		—		168		—		168
Exercise of stock options																		Exercise of stock options	—		—		3		—		—		3		—		3
Purchases of treasury stock, including excise tax																		Purchases of treasury stock, including excise tax	—		—		—		—		(330)		(330)		—		(330)
Purchase of noncontrolling interest, net of tax																		Purchase of noncontrolling interest, net of tax	—		—		(16)		—		—		(16)		(34)		(50)
Change in noncontrolling interest ownership, net of tax																		Change in noncontrolling interest ownership, net of tax	—		—		(6)		—		—		(6)		7		1
Distributions to noncontrolling interest																		Distributions to noncontrolling interest	—		—		—		—		—		—		(80)		(80)
BALANCE, June 30, 2023																		BALANCE, June 30, 2023	—		—		24,287		(12,577)		(1,250)		10,460		3,567		14,027
Consolidated net income																		Consolidated net income	—		—		—		1,255		—		1,255		181		1,436
Stock compensation expense																		Stock compensation expense	—		—		164		—		—		164		—		164
Exercise of stock options																		Exercise of stock options	—		—		16		—		—		16		—		16
Purchases of treasury stock, including excise tax																		Purchases of treasury stock, including excise tax	—		—		—		—		(790)		(790)		—		(790)
Purchase of noncontrolling interest, net of tax																		Purchase of noncontrolling interest, net of tax	—		—		(25)		—		—		(25)		(44)		(69)
Change in noncontrolling interest ownership, net of tax																		Change in noncontrolling interest ownership, net of tax	—		—		18		—		—		18		(23)		(5)
Distributions to noncontrolling interest																		Distributions to noncontrolling interest	—		—		—		—		—		—		(35)		(35)
BALANCE, September 30, 2023																		BALANCE, September 30, 2023	$	—	$	—	$	24,460	$	(11,322)	$	(2,040)	$	11,098	$	3,646	$	14,744

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

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(dollars in millions)

Unaudited


	Class A Common Stock		Class B Common Stock		Additional Paid-in Capital		Accumulated Deficit		Treasury Stock		Total Charter Shareholders’ Equity		Non-controlling Interests		Total Shareholders’ Equity
BALANCE, December 31, 2021	$	—	$	—	$	26,725	$	(12,675)	$	—	$	14,050	$	4,106	$	18,156
Consolidated net income	—		—		—		1,203		—		1,203		186		1,389
Stock compensation expense	—		—		147		—		—		147		—		147
Exercise of stock options	—		—		1		—		—		1		—		1
Purchases of treasury stock	—		—		—		—		(3,333)		(3,333)		—		(3,333)
Purchase of noncontrolling interest, net of tax	—		—		(197)		—		—		(197)		(156)		(353)
Change in noncontrolling interest ownership, net of tax	—		—		189		—		—		189		(250)		(61)
Distributions to noncontrolling interest	—		—		—		—		—		—		(2)		(2)
BALANCE, March 31, 2022	—		—		26,865		(11,472)		(3,333)		12,060		3,884		15,944
Consolidated net income	—		—		—		1,471		—		1,471		237		1,708
Stock compensation expense	—		—		104		—		—		104		—		104
Exercise of stock options	—		—		4		—		—		4		—		4
Purchases of treasury stock	—		—		—		—		(3,687)		(3,687)		—		(3,687)
Purchase of noncontrolling interest, net of tax	—		—		(256)		—		—		(256)		(238)		(494)
Preferred unit conversion and change in noncontrolling interest ownership, net of tax	—		—		183		—		—		183		(244)		(61)
Distributions to noncontrolling interest	—		—		—		—		—		—		(5)		(5)
BALANCE, June 30, 2022	—		—		26,900		(10,001)		(7,020)		9,879		3,634		13,513
Consolidated net income	—		—		—		1,185		—		1,185		182		1,367
Stock compensation expense	—		—		109		—		—		109		—		109
Exercise of stock options	—		—		—		—		—		—		—		—
Purchases of treasury stock	—		—		—		—		(2,225)		(2,225)		—		(2,225)
Purchase of noncontrolling interest, net of tax	—		—		(155)		—		—		(155)		(179)		(334)
Change in noncontrolling interest ownership, net of tax	—		—		96		—		—		96		(127)		(31)
Distributions to noncontrolling interest	—		—		—		—		—		—		(49)		(49)
BALANCE, September 30, 2022	$	—	$	—	$	26,950	$	(8,816)	$	(9,245)	$	8,889	$	3,461	$	12,350

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

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in millions)

Unaudited


		Three Months Ended March 31,					Nine Months Ended September 30,
		2023		2022			2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES:	CASH FLOWS FROM OPERATING ACTIVITIES:					CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net income	Consolidated net income	$	1,183	$	1,389	Consolidated net income	$	4,032	$	4,464
Adjustments to reconcile consolidated net income to net cash flows from operating activities:	Adjustments to reconcile consolidated net income to net cash flows from operating activities:					Adjustments to reconcile consolidated net income to net cash flows from operating activities:
Depreciation and amortization	Depreciation and amortization	2,206		2,294		Depreciation and amortization	6,508		6,711
Stock compensation expense	Stock compensation expense	208		147		Stock compensation expense	540		360
Noncash interest income, net		(3)		(3)
Noncash interest, net						Noncash interest, net	13		(12)
Deferred income taxes	Deferred income taxes	(23)		38		Deferred income taxes	(46)		165
Other, net	Other, net	104		(21)		Other, net	212		(113)
Changes in operating assets and liabilities, net of effects from acquisitions and dispositions:	Changes in operating assets and liabilities, net of effects from acquisitions and dispositions:					Changes in operating assets and liabilities, net of effects from acquisitions and dispositions:
Accounts receivable	Accounts receivable	70		49		Accounts receivable	(11)		(262)
Prepaid expenses and other assets	Prepaid expenses and other assets	(336)		(185)		Prepaid expenses and other assets	(534)		(96)
Accounts payable, accrued liabilities and other	Accounts payable, accrued liabilities and other	(86)		(61)		Accounts payable, accrued liabilities and other	(136)		(79)
Net cash flows from operating activities	Net cash flows from operating activities	3,323		3,647		Net cash flows from operating activities	10,578		11,138

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	(2,464)		(1,857)		Purchases of property, plant and equipment	(8,259)		(6,456)
Change in accrued expenses related to capital expenditures	Change in accrued expenses related to capital expenditures	(195)		10		Change in accrued expenses related to capital expenditures	110		284
Other, net	Other, net	(80)		60		Other, net	(334)		(174)
Net cash flows from investing activities	Net cash flows from investing activities	(2,739)		(1,787)		Net cash flows from investing activities	(8,483)		(6,346)

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	7,104		6,713		Borrowings of long-term debt	14,591		21,528
Repayments of long-term debt	Repayments of long-term debt	(6,740)		(2,954)		Repayments of long-term debt	(14,385)		(15,659)
Payments for debt issuance costs	Payments for debt issuance costs	(18)		(37)		Payments for debt issuance costs	(18)		(71)
Purchase of treasury stock	Purchase of treasury stock	(912)		(3,333)		Purchase of treasury stock	(2,021)		(9,245)
Proceeds from exercise of stock options	Proceeds from exercise of stock options	2		1		Proceeds from exercise of stock options	21		5
Purchase of noncontrolling interest	Purchase of noncontrolling interest	(122)		(416)		Purchase of noncontrolling interest	(254)		(1,379)
Distributions to noncontrolling interest	Distributions to noncontrolling interest	(3)		(2)		Distributions to noncontrolling interest	(118)		(56)
Other, net	Other, net	(6)		(2)		Other, net	15		(36)
Net cash flows from financing activities	Net cash flows from financing activities	(695)		(30)		Net cash flows from financing activities	(2,169)		(4,913)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(111)		1,830
NET DECREASE IN CASH AND CASH EQUIVALENTS						NET DECREASE IN CASH AND CASH EQUIVALENTS	(74)		(121)
CASH AND CASH EQUIVALENTS, beginning of period	CASH AND CASH EQUIVALENTS, beginning of period	645		601		CASH AND CASH EQUIVALENTS, beginning of period	645		601
CASH AND CASH EQUIVALENTS, end of period	CASH AND CASH EQUIVALENTS, end of period	$	534	$	2,431	CASH AND CASH EQUIVALENTS, end of period	$	571	$	480

CASH PAID FOR INTEREST	CASH PAID FOR INTEREST	$	1,189	$	982	CASH PAID FOR INTEREST	$	3,666	$	3,251
CASH PAID FOR TAXES	CASH PAID FOR TAXES	$	61	$	29	CASH PAID FOR TAXES	$	1,149	$	882

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

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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

1. Organization and Basis of Presentation

Organization

Charter Communications, Inc. (together with its controlled subsidiaries, “Charter,” or the “Company”) is a leading broadband connectivity company and cable operator. Over an advanced 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.

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

The Company’s operations are managed and reported to its Chief Executive Officer (“CEO”), the Company’s chief operating decision maker, on a consolidated basis. The CEO assesses performance and allocates resources based on the consolidated results of operations. Under this organizational and reporting structure, the Company has 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 Charter shareholders for the three and nine months ended ~~March 31,~~September 30, 2023 and 2022.

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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

2. Accounts Payable and Accrued Liabilities

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


		March 31, 2023		December 31, 2022			September 30, 2023		December 31, 2022
Accounts payable – trade	Accounts payable – trade	$	746	$	952	Accounts payable – trade	$	771	$	952
Deferred revenue	Deferred revenue	523		511		Deferred revenue	542		511
Accrued liabilities:	Accrued liabilities:					Accrued liabilities:
Programming costs	Programming costs	1,882		1,914		Programming costs	1,736		1,914
Labor	Labor	959		1,314		Labor	1,179		1,314
Capital expenditures	Capital expenditures	1,592		1,792		Capital expenditures	1,898		1,792
Interest	Interest	1,248		1,165		Interest	1,368		1,165
Taxes and regulatory fees	Taxes and regulatory fees	970		667		Taxes and regulatory fees	647		667
Property and casualty	Property and casualty	502		505		Property and casualty	477		505
Operating lease liabilities	Operating lease liabilities	292		295		Operating lease liabilities	291		295
Other	Other	1,529		1,440		Other	1,717		1,440
		$	10,243	$	10,555		$	10,626	$	10,555

3. ~~Long-Term~~Total Debt

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


		March 31, 2023						December 31, 2022							September 30, 2023						December 31, 2022
		Principal Amount		Carrying Value		Fair Value		Principal Amount		Carrying Value		Fair Value			Principal Amount		Carrying Value		Fair Value		Principal Amount		Carrying Value		Fair Value
Senior unsecured notes	Senior unsecured notes	$	27,250	$	27,159	$	23,638	$	26,650	$	26,567	$	22,426	Senior unsecured notes	$	27,250	$	27,165	$	23,083	$	26,650	$	26,567	$	22,426

Senior secured notes and debentures(a)	Senior secured notes and debentures(a)	55,873		56,230		47,636		56,841		57,213		46,905		Senior secured notes and debentures(a)	55,855		56,201		44,541		56,841		57,213		46,905

Credit facilities(b)	Credit facilities(b)	14,640		14,583		14,267		13,877		13,823		13,467		Credit facilities(b)	14,483		14,433		14,175		13,877		13,823		13,467
		$	97,763	$	97,972	$	85,541	$	97,368	$	97,603	$	82,798		$	97,588	$	97,799	$	81,799	$	97,368	$	97,603	$	82,798

(a)Includes the Company's £625 million fixed-rate British pound sterling denominated notes (the “Sterling Notes”) (remeasured at ~~$771~~$762 million and $755 million as of ~~March 31,~~September 30, 2023 and December 31, 2022, respectively, using the exchange rate at the respective dates) and the Company's £650 million aggregate principal amount of Sterling Notes (remeasured at ~~$802~~$793 million and $786 million as of ~~March 31,~~September 30, 2023 and December 31, 2022, respectively, using the exchange rate at the respective dates).

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

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

In February 2023, CCO Holdings, LLC ("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, funding 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

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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

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%.

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 nine months ended September 30, 2022 was $3 million as a result of the Charter Operating credit facility refinancing and Charter Operating notes redemption.

4. Common Stock

The following represents the Company's purchase of Charter Class A common stock and the effect on the consolidated statements of cash flows during the three and nine months ended ~~March 31,~~September 30, 2023 and 2022.


		Three Months Ended March 31,			Three Months Ended September 30,									Nine Months Ended September 30,
			2023	2022				2023					2022			2023			2022
				Shares		$			Shares	$			Shares	$		Shares	$		Shares	$		Shares	$
Share buybacks	Share buybacks			2,304,419		$	863		5,325,594	$	3,172	Share buybacks	1,833,928	$	776	5,006,943	$	2,218	5,092,677	$	1,963	17,597,370	$	9,065
Income tax withholding	Income tax withholding			127,815		49			264,845	161		Income tax withholding	15,261	7		14,595	7		148,075	58		304,070	180
Exercise cost	Exercise cost			40,681					148,657			Exercise cost	94,111			43,916			147,903			273,399
				2,472,915		$	912		5,739,096	$	3,333		1,943,300	$	783	5,065,454	$	2,225	5,388,655	$	2,021	18,174,839	$	9,245

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


		Three Months Ended March 31,			Three Months Ended September 30,						Nine Months Ended September 30,
			2023			2022			2023		2022		2023		2022
Number of shares purchased	Number of shares purchased		120,149			970,241		Number of shares purchased	—		1,724,540		120,149		4,952,224
Amount of shares purchased	Amount of shares purchased		$	42		$	602	Amount of shares purchased	$	—	$	796	$	42	$	2,602

As of ~~March 31,~~September 30, 2023, Charter had remaining board authority to purchase an additional ~~$305~~$672 million of Charter’s Class A common stock and/or Charter Holdings common units, excluding purchases from Liberty Broadband. The Company also withholds shares of its Class A common stock in payment of income tax withholding owed by employees upon vesting of equity awards as well as exercise costs owed by employees upon exercise of stock options.

In 2022, Charter’s board of directors approved the retirement of the then currently held treasury stock and those shares were retired as of December 31, 2022. The Company accounts for treasury stock using the cost method and includes treasury stock as a component of total shareholders’ equity.

5. Noncontrolling Interests

Noncontrolling interests represents consolidated subsidiaries of which the Company owns less than 100%. The Company is a holding company whose principal asset is a controlling equity interest in Charter Holdings, the indirect owner of the

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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

Company’s cable systems. Noncontrolling interests on the Company’s balance sheet consist primarily of Advance/Newhouse Partnership's (“A/N”) equity interests in Charter Holdings, which is comprised of a common ownership interest.

Net income of Charter Holdings attributable to A/N’s common noncontrolling interest for financial reporting purposes is based on the weighted average effective common ownership interest of approximately 11%, and was ~~$162~~$181 million and ~~$186~~$532 million for the three and nine months ended ~~March 31,~~September 30, 2023, respectively, and $182 million and $604 million for the three and nine months ended September 30, 2022, respectively.

~~CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

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

The following table represents Charter Holdings' purchase of Charter Holdings common units from A/N and the effect on total shareholders' equity during the three and nine months ended ~~March 31,~~September 30, 2023 and 2022.


		Three Months Ended March 31,			Three Months Ended September 30,						Nine Months Ended September 30,
			2023			2022			2023		2022		2023		2022
Number of units purchased	Number of units purchased		324,100			657,268		Number of units purchased	196,409		836,655		677,584		2,557,256

Amount of units purchased	Amount of units purchased		$	122		$	416	Amount of units purchased	$	78	$	385	$	254	$	1,379
Decrease in noncontrolling interest based on carrying value	Decrease in noncontrolling interest based on carrying value		$	(68)		$	(156)	Decrease in noncontrolling interest based on carrying value	$	(44)	$	(179)	$	(146)	$	(573)
Decrease in additional paid-in-capital, net of tax	Decrease in additional paid-in-capital, net of tax		$	(40)		$	(197)	Decrease in additional paid-in-capital, net of tax	$	(25)	$	(155)	$	(81)	$	(608)

Total shareholders' equity was also adjusted during the three and nine months ended ~~March 31,~~September 30, 2023 and 2022 due to the changes in Charter Holdings' ownership as follows.

Three Months Ended March 31,
2023 2022
Decrease in noncontrolling interest $ (37) $ (250)
Increase in additional paid-in-capital, net of tax $ 28 $ 189


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Increase (decrease) in noncontrolling interest	$	(23)	$	(127)	$	(53)	$	(621)
Increase (decrease) in additional paid-in-capital, net of tax	$	18	$	96	$	40	$	468

6. Accounting for Derivative Instruments and Hedging Activities

Cross-currency derivative instruments are used to manage foreign exchange risk on the Sterling Notes by effectively converting £1.275 billion aggregate principal amount of fixed-rate British pound sterling denominated debt, including annual interest payments and the payment of principal at maturity, to fixed-rate U.S. dollar denominated debt. The fair value of the Company's cross-currency derivatives, which are classified within Level 2 of the valuation hierarchy, was ~~$565~~$516 million and $570 million and is included in other long-term liabilities on its consolidated balance sheets as of ~~March 31,~~September 30, 2023 and December 31, 2022, respectively.

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


		Three Months Ended March 31,			Three Months Ended September 30,						Nine Months Ended September 30,
			2023			2022			2023		2022		2023		2022
Change in fair value of cross-currency derivative instruments	Change in fair value of cross-currency derivative instruments		$	5		$	(36)	Change in fair value of cross-currency derivative instruments	$	6	$	(322)	$	54	$	(482)
Foreign currency remeasurement of Sterling Notes to U.S. dollars	Foreign currency remeasurement of Sterling Notes to U.S. dollars		(32)			50		Foreign currency remeasurement of Sterling Notes to U.S. dollars	64		129		(14)		304
Gain (loss) on financial instruments, net	Gain (loss) on financial instruments, net		$	(27)		$	14	Gain (loss) on financial instruments, net	$	70	$	(193)	$	40	$	(178)

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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

7. Revenues

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


		Three Months Ended March 31,			Three Months Ended September 30,						Nine Months Ended September 30,
			2023			2022			2023		2022		2023		2022
Internet	Internet		$	5,718		$	5,452	Internet	$	5,776	$	5,571	$	17,227	$	16,585
Video	Video		4,254			4,346		Video	4,004		4,379		12,446		13,209
Voice	Voice		373			391		Voice	379		391		1,117		1,180
Mobile service	Mobile service		497			387		Mobile service	581		435		1,617		1,237
Residential revenue	Residential revenue		10,842			10,576		Residential revenue	10,740		10,776		32,407		32,211

Small and medium business	Small and medium business		1,091			1,070		Small and medium business	1,085		1,095		3,270		3,257
Enterprise	Enterprise		682			661		Enterprise	698		673		2,070		2,003
Commercial revenue	Commercial revenue		1,773			1,731		Commercial revenue	1,783		1,768		5,340		5,260

Advertising sales	Advertising sales		355			383		Advertising sales	384		481		1,123		1,324
Other	Other		683			510		Other	677		525		2,026		1,553
			$	13,653		$	13,200		$	13,584	$	13,550	$	40,896	$	40,348

As of ~~March 31,~~September 30, 2023 and December 31, 2022, accounts receivable, net on the consolidated balance sheets includes approximately ~~$632~~$651 million and $577 million of current equipment installment plan receivables, respectively, and other noncurrent assets includes approximately ~~$352~~$547 million and $261 million of noncurrent equipment installment plan receivables, respectively.

8. Operating Costs and Expenses

Operating costs and expenses, exclusive of items shown separately in the consolidated statements of operations, consist of the following for the periods presented:


		Three Months Ended March 31,			Three Months Ended September 30,						Nine Months Ended September 30,
			2023			2022			2023		2022		2023		2022
Programming	Programming		$	2,799		$	2,977	Programming	$	2,595	$	2,871	$	8,134	$	8,820
Other costs of revenue	Other costs of revenue		1,328			1,108		Other costs of revenue	1,385		1,202		4,080		3,495
Costs to service customers	Costs to service customers		2,095			1,959		Costs to service customers	2,142		2,066		6,306		6,022
Sales and marketing	Sales and marketing		946			880		Sales and marketing	912		925		2,753		2,669
Other expense	Other expense		1,343			1,210		Other expense	1,265		1,183		3,842		3,568
			$	8,511		$	8,134		$	8,299	$	8,247	$	25,115	$	24,574

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 ~~SMB~~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~~

910

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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

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

9. Other Operating ~~Expenses,~~(Income) Expense, Net

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


		Three Months Ended March 31,			Three Months Ended September 30,						Nine Months Ended September 30,
			2023			2022			2023		2022		2023		2022
Special charges, net	Special charges, net		$	10		$	(1)	Special charges, net	$	19	$	199	$	(23)	$	135
Loss on disposal of assets, net	Loss on disposal of assets, net		—			2		Loss on disposal of assets, net	10		3		4		6
			$	10		$	1		$	29	$	202	$	(19)	$	141

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

10. Other Income (Expenses), Net

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


		Three Months Ended March 31,			Three Months Ended September 30,						Nine Months Ended September 30,
			2023			2022			2023		2022		2023		2022

Loss on extinguishment of debt (see Note 3)								Loss on extinguishment of debt (see Note 3)	$	—	$	—	$	—	$	(3)
Gain (loss) on financial instruments, net (see Note 6)	Gain (loss) on financial instruments, net (see Note 6)		$	(27)		$	14	Gain (loss) on financial instruments, net (see Note 6)	70		(193)		40		(178)
Net periodic pension benefits	Net periodic pension benefits		2			17		Net periodic pension benefits	2		207		5		241
Loss on equity investments, net			(79)			(8)
Gain (loss) on equity investments, net								Gain (loss) on equity investments, net	(87)		(51)		(249)		5
			$	(104)		$	23		$	(15)	$	(37)	$	(204)	$	65

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

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

11. Stock Compensation Plans

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

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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

Charter granted the following equity awards for the periods presented.


		Three Months Ended March 31,		Three Months Ended September 30,				Nine Months Ended September 30,
			2023		2022		2023	2022	2023	2022
Stock options	Stock options		4,235,700		1,372,400	Stock options	9,500	50,700	4,266,700	1,455,100

Restricted stock						Restricted stock	—	—	10,300	6,800
Restricted stock units	Restricted stock units		1,514,400		423,600	Restricted stock units	10,900	175,600	1,546,800	618,700

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

As of ~~March 31,~~September 30, 2023, total unrecognized compensation remaining to be recognized in future periods totaled ~~$643~~$472 million for stock options, ~~$0.2~~$2 million for restricted stock and ~~$701~~$524 million for restricted stock units and the weighted average period over which they are expected to be recognized is ~~two~~three years for stock options, ~~one month~~seven months for restricted stock and two years for restricted stock units.

~~CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

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

The Company recorded stock compensation expense of ~~$208~~$164 million and ~~$147~~$540 million for the three and nine months ended ~~March 31,~~September 30, 2023, respectively, and $109 million and $360 million for the three and nine months ended September 30, 2022, respectively, which is included in operating costs and expenses.

12. Earnings Per Share

Basic earnings per common share is computed by dividing net income attributable to Charter shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share considers the impact of potentially dilutive securities using the treasury stock and if-converted methods and is based on the weighted average number of shares used for the basic earnings per share calculation, adjusted for the dilutive effect of stock options, restricted stock, restricted stock units, equity awards with market conditions and Charter Holdings common units. Charter Holdings common units of 18 million for the three and 21nine months ended September 30, 2023 and 19 million and 20 million for the three and nine months ended ~~March 31, 2023 and~~September 30, 2022, respectively, were not included in the computation of diluted earnings per share as their effect would have been antidilutive.

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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

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


		Three Months Ended March 31,			Three Months Ended September 30,						Nine Months Ended September 30,
			2023			2022			2023		2022		2023		2022
Numerator:	Numerator:							Numerator:
Net income attributable to Charter shareholders	Net income attributable to Charter shareholders		$	1,021		$	1,203	Net income attributable to Charter shareholders	$	1,255	$	1,185	$	3,499	$	3,859

Denominator:	Denominator:							Denominator:
Weighted average common shares outstanding, basic	Weighted average common shares outstanding, basic		151,438,371			170,688,127		Weighted average common shares outstanding, basic	149,004,322		157,971,109		150,169,275		164,189,703
Effect of dilutive securities:	Effect of dilutive securities:							Effect of dilutive securities:
Assumed exercise or issuance of shares relating to stock plans	Assumed exercise or issuance of shares relating to stock plans		2,099,988			3,812,345		Assumed exercise or issuance of shares relating to stock plans	3,014,837		2,667,077		2,325,998		3,162,074

Weighted average common shares outstanding, diluted	Weighted average common shares outstanding, diluted		153,538,359			174,500,472		Weighted average common shares outstanding, diluted	152,019,159		160,638,186		152,495,273		167,351,777

Basic earnings per common share attributable to Charter shareholders	Basic earnings per common share attributable to Charter shareholders		$	6.74		$	7.05	Basic earnings per common share attributable to Charter shareholders	$	8.42	$	7.51	$	23.30	$	23.51
Diluted earnings per common share attributable to Charter shareholders	Diluted earnings per common share attributable to Charter shareholders		$	6.65		$	6.90	Diluted earnings per common share attributable to Charter shareholders	$	8.25	$	7.38	$	22.94	$	23.06

13. Contingencies

On April 27, 2022, Entropic Communications, LLC (“Entropic”) filed a complaint in the United States District Court for the Eastern District of Texas alleging that Charter infringed six patents relating to the deployment of certain set-top boxes, cable modems and cable modem termination systems. Entropic seeks monetary damages, including future license fees. Trial is scheduled for December 4, 2023. On February 10, 2023, Entropic filed a separate lawsuit against Charter in the United States District Court for the Eastern District of Texas. The lawsuit alleges infringement of two patents that also relate to the deployment of certain set-top boxes and cable modems. Entropic seeks monetary damages. Trial is scheduled for October 7, 2024. On February 10, 2023, Entropic filed two more lawsuits against Charter in the United States District Court for the Eastern District of Texas. The two lawsuits allege infringement of a total of twelve patents that relate to certain set-top boxes. Entropic seeks monetary damages, including future license fees. The two cases have been consolidated for pre-trial purposes. The first trial is scheduled for December 9, 2024. While the Company is vigorously defending these suits and is unable to predict the outcome of the Entropic lawsuits, the Company does not expect that the litigation will have a material effect on its operations, financial condition, or cash flows.

In addition to the Entropic litigation described above, the Company is a defendant or co-defendant in several lawsuits involving alleged infringement of various intellectual property relating to various aspects of its businesses. Other industry participants are also defendants in certain of these cases or related cases. In the event that a court ultimately determines that the Company infringes on any intellectual property, the Company may be subject to substantial damages and/or an injunction that could require the Company or its vendors to modify certain products and services the Company offers to its subscribers, as well as negotiate royalty or license agreements with respect to the intellectual property at issue. While the Company believes the lawsuits are without merit and intends to defend the actions vigorously, no assurance can be given that any adverse outcome would not be material to the Company’s 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 is party to other lawsuits, claims and regulatory inquiries that arise in the ordinary course of conducting its business. The ultimate outcome of these other legal matters pending against the Company cannot be predicted, and although such lawsuits and claims are not expected individually to have a material adverse effect on the Company’s 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

1113

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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

Company ultimately prevails in any particular lawsuit or claim, litigation can be time consuming and costly and injure the Company’s reputation.

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

General

Charter Communications, Inc. (together with its controlled subsidiaries, “Charter”) is a leading broadband connectivity company and cable operator serving more than 32 million customers in 41 states through our Spectrum brand. Over an advanced 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

~~Beginning in~~During the ~~first~~third quarter of 2023, we ~~removed separate~~ added 594,000 mobile ~~reporting, among several other changes, to better reflect the converged~~lines, 63,000 Internet customers and ~~integrated nature of our business and operations. We made the following changes to our reporting:~~

•~~Residential~~8,000 residential and small and medium business ~~(“SMB”~~("SMB") ~~monthly revenue per customer calculations now include mobile service revenue~~

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

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

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

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

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

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

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

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

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

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

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

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

~~During the first quarter of 2023, we added 686,000 mobile lines, 76,000 Internet customers and 16,000 residential and SMB~~ customer relationships, which excludes mobile-only ~~customers.~~customer relationships. We spent $512 million and $1.4 billion on our subsidized rural construction initiative during the three and nine months ended September 30, 2023, respectively, and activated approximately 78,000 and 190,000 subsidized rural passings, respectively. Our mobile line and Internet customer additions in the third quarter were supported by our Spectrum One offering, which brings together Spectrum Internet, Advanced WiFi and Unlimited Spectrum Mobile to offer consumers fast, reliable and secure online connections on their favorite devices at home and on-the-go in a high-value package ~~contributed to~~and was further supported by growth in our ~~increase in mobile lines in the first quarter. We continue to see lower customer move rates~~legacy and switching behavior among providers, which has reduced our selling opportunities. We are beginning to see benefits from the targeted investments we are making in employee wages and benefits inside of our operations to build employee skill sets and tenure, as well as the continued investments in digitization of our customer service platforms and proactive maintenance, all with the goal of improving the customer experience, reducing transactions and driving customer growth and retention.

new subsidized rural markets.

We spent $391 million on our subsidized rural construction initiative during the three months ended March 31, 2023. We expect that over time, our subsidized rural construction initiative will support customer growth, and in the first quarter of 2023, we activated approximately 44,000 subsidized rural passings. In addition, we continue to ~~evolve and~~ upgrade our network to provide higher Internet speeds and reliability and invest in our products and customer service platforms. We currently offer Spectrum Internet products with speeds up to 1 Gbps across our entire footprint and ~~over the next three years,~~ we plan to upgrade our network to provide multi-gigabit speeds. Our Advanced WiFi, a managed WiFi service that provides customers an optimized home network while providing greater control of their connected devices with enhanced security and privacy, is available to all Internet customers. We continue to invest in our ability to provide a differentiated Internet connectivity experience for our mobile and fixed Internet customers with increasing availability of out-of-home WiFi access points across our footprint. In addition, we continue to work towards the construction of our own 5G mobile data-only network in targeted areas of our footprint leveraging our Citizen Broadband Radio Service ("CBRS") Priority Access Licenses.

We also continue to evolve our video product. In September 2023, we entered into a new affiliation agreement with Disney which provides a template for a new programming affiliation approach where we partner with content providers to provide access to both linear and app-based direct-to-consumer content. In October 2023, we began deploying Xumo Stream Boxes to new video customers. The Xumo Stream Box combines a live TV experience with access to hundreds of direct-to-consumer TV apps and features unified search and discovery along with a curated content offering based on the customer's interests and subscriptions. 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 also beginning to see benefits from the targeted investments we are making in employee wages and benefits inside of our operations to build employee skill sets and tenure, as well as the continued investments in digitization of our customer service platforms and proactive maintenance, all with the goal of improving the customer experience, reducing transactions and driving customer growth and retention.

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


		Three Months Ended March 31,			Three Months Ended September 30,								Nine Months Ended September 30,
			2023			2022		% Change			2023		2022		% Change		2023		2022		% Change
Revenues	Revenues		$	13,653		$	13,200	3.4	%	Revenues	$	13,584	$	13,550	0.2	%	$	40,896	$	40,348	1.4	%
Adjusted EBITDA	Adjusted EBITDA		$	5,350		$	5,213	2.6	%	Adjusted EBITDA	$	5,449	$	5,412	0.7	%	$	16,321	$	16,134	1.2	%
Income from operations	Income from operations		$	2,926		$	2,771	5.6	%	Income from operations	$	3,126	$	2,924	6.9	%	$	9,292	$	8,922	4.2	%

Adjusted EBITDA is defined as net income attributable to Charter shareholders 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 ~~pass-through of programming cost increases to video~~growth in residential Internet customers and ~~other price adjustments and growth in our~~ residential mobile ~~Internet~~lines partly offset by lower residential video and ~~commercial customers.~~advertising sales revenues. Adjusted EBITDA growth and changes in income from operations were impacted by growth in revenue and increases in operating costs and expenses, primarily other costs of revenue and costs to service customers partly offset by a decrease in programming expense.

1316

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


		Approximate as of					Approximate as of
		March 31,					September 30,
		2023 (a)		2022 (a)			2023 (a)		2022 (a)
Customer Relationships (b)	Customer Relationships (b)					Customer Relationships (b)
Residential	Residential	29,996		30,035		Residential	30,012		29,946
SMB	SMB	2,215		2,163		SMB	2,224		2,195
Total Customer Relationships	Total Customer Relationships	32,211		32,198		Total Customer Relationships	32,236		32,141

Monthly Residential Revenue per Residential Customer (c)	Monthly Residential Revenue per Residential Customer (c)	$	120.56	$	117.58	Monthly Residential Revenue per Residential Customer (c)	$	119.28	$	120.00
Monthly SMB Revenue per SMB Customer (d)	Monthly SMB Revenue per SMB Customer (d)	$	164.58	$	165.58	Monthly SMB Revenue per SMB Customer (d)	$	162.94	$	166.84

Internet	Internet					Internet
Residential	Residential	28,479		28,301		Residential	28,606		28,320
SMB	SMB	2,030		1,973		SMB	2,043		2,008
Total Internet Customers	Total Internet Customers	30,509		30,274		Total Internet Customers	30,649		30,328

Video	Video					Video
Residential	Residential	14,260		15,093		Residential	13,751		14,642
SMB	SMB	646		628		SMB	628		649
Total Video Customers	Total Video Customers	14,906		15,721		Total Video Customers	14,379		15,291

Voice	Voice					Voice
Residential	Residential	7,473		8,465		Residential	6,960		7,929
SMB	SMB	1,290		1,288		SMB	1,296		1,287
Total Voice Customers	Total Voice Customers	8,763		9,753		Total Voice Customers	8,256		9,216

Mobile Lines (e)	Mobile Lines (e)					Mobile Lines (e)
Residential	Residential	5,782		3,805		Residential	6,987		4,516
SMB	SMB	196		132		SMB	233		161
Total Mobile Lines	Total Mobile Lines	5,978		3,937		Total Mobile Lines	7,220		4,677

Enterprise Primary Service Units ("PSUs") (f)	Enterprise Primary Service Units ("PSUs") (f)	288		274		Enterprise Primary Service Units ("PSUs") (f)	298		282

(a)We calculate the aging of customer accounts based on the monthly billing cycle for each account. On that basis, as of ~~March 31,~~September 30, 2023 and 2022, customers include approximately ~~119,800~~143,300 and ~~132,500~~151,700 customers, respectively, whose accounts were over 60 days past due, approximately ~~42,100~~53,400 and ~~29,000~~55,500 customers, respectively, whose accounts were over 90 days past due and approximately ~~217,800~~261,700 and ~~74,500~~149,300 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.

(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.

1417

(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 Annual Report on Form 10-K. There have been no material changes from the critical accounting policies described in our Form 10-K.

Results of Operations

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


		Three Months Ended March 31,			Three Months Ended September 30,						Nine Months Ended September 30,
			2023			2022			2023		2022		2023		2022
Revenues	Revenues		$	13,653		$	13,200	Revenues	$	13,584	$	13,550	$	40,896	$	40,348

Costs and Expenses:	Costs and Expenses:							Costs and Expenses:
Operating costs and expenses (exclusive of items shown separately below)	Operating costs and expenses (exclusive of items shown separately below)		8,511			8,134		Operating costs and expenses (exclusive of items shown separately below)	8,299		8,247		25,115		24,574
Depreciation and amortization	Depreciation and amortization		2,206			2,294		Depreciation and amortization	2,130		2,177		6,508		6,711
Other operating expenses, net			10			1
Other operating (income) expense, net								Other operating (income) expense, net	29		202		(19)		141
			10,727			10,429			10,458		10,626		31,604		31,426
Income from operations	Income from operations		2,926			2,771		Income from operations	3,126		2,924		9,292		8,922

Other Income (Expenses):	Other Income (Expenses):							Other Income (Expenses):
Interest expense, net	Interest expense, net		(1,265)			(1,060)		Interest expense, net	(1,306)		(1,160)		(3,869)		(3,329)
Other income (expenses), net	Other income (expenses), net		(104)			23		Other income (expenses), net	(15)		(37)		(204)		65
			(1,369)			(1,037)			(1,321)		(1,197)		(4,073)		(3,264)

Income before income taxes	Income before income taxes		1,557			1,734		Income before income taxes	1,805		1,727		5,219		5,658
Income tax expense	Income tax expense		(374)			(345)		Income tax expense	(369)		(360)		(1,187)		(1,194)
Consolidated net income	Consolidated net income		1,183			1,389		Consolidated net income	1,436		1,367		4,032		4,464
Less: Net income attributable to noncontrolling interests	Less: Net income attributable to noncontrolling interests		(162)			(186)		Less: Net income attributable to noncontrolling interests	(181)		(182)		(533)		(605)

Net income attributable to Charter shareholders	Net income attributable to Charter shareholders		$	1,021		$	1,203	Net income attributable to Charter shareholders	$	1,255	$	1,185	$	3,499	$	3,859

EARNINGS PER COMMON SHARE ATTRIBUTABLE TO CHARTER SHAREHOLDERS:	EARNINGS PER COMMON SHARE ATTRIBUTABLE TO CHARTER SHAREHOLDERS:							EARNINGS PER COMMON SHARE ATTRIBUTABLE TO CHARTER SHAREHOLDERS:
Basic	Basic		$	6.74		$	7.05	Basic	$	8.42	$	7.51	$	23.30	$	23.51
Diluted	Diluted		$	6.65		$	6.90	Diluted	$	8.25	$	7.38	$	22.94	$	23.06

Weighted average common shares outstanding, basic	Weighted average common shares outstanding, basic		151,438,371			170,688,127		Weighted average common shares outstanding, basic	149,004,322		157,971,109		150,169,275		164,189,703
Weighted average common shares outstanding, diluted	Weighted average common shares outstanding, diluted		153,538,359			174,500,472		Weighted average common shares outstanding, diluted	152,019,159		160,638,186		152,495,273		167,351,777

Revenues. Total revenues grew ~~$453~~$34 million and $548 million for the three and nine months ended ~~March 31,~~September 30, 2023, respectively, compared to the corresponding ~~period~~periods in 2022 primarily due to ~~price adjustments~~growth in residential Internet customers and ~~increases in the number of~~ residential mobile ~~Internet~~lines partly offset by lower residential video and ~~commercial customers.~~advertising sales revenues as well as $68 million of total customer credits related to the temporary loss of Disney programming during the third quarter of 2023.

1518

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


		Three Months Ended March 31,			Three Months Ended September 30,								Nine Months Ended September 30,
			2023			2022		% Change			2023		2022		% Change		2023		2022		% Change
Internet	Internet		$	5,718		$	5,452	4.9	%	Internet	$	5,776	$	5,571	3.7	%	$	17,227	$	16,585	3.9	%
Video	Video		4,254			4,346		(2.1)	%	Video	4,004		4,379		(8.6)	%	12,446		13,209		(5.8)	%
Voice	Voice		373			391		(4.6)	%	Voice	379		391		(3.0)	%	1,117		1,180		(5.3)	%
Mobile service	Mobile service		497			387		28.3	%	Mobile service	581		435		33.8	%	1,617		1,237		30.7	%
Residential revenue	Residential revenue		10,842			10,576		2.5	%	Residential revenue	10,740		10,776		(0.3)	%	32,407		32,211		0.6	%

Small and medium business	Small and medium business		1,091			1,070		2.0	%	Small and medium business	1,085		1,095		(0.9)	%	3,270		3,257		0.4	%
Enterprise	Enterprise		682			661		3.1	%	Enterprise	698		673		3.7	%	2,070		2,003		3.3	%
Commercial revenue	Commercial revenue		1,773			1,731		2.4	%	Commercial revenue	1,783		1,768		0.8	%	5,340		5,260		1.5	%

Advertising sales	Advertising sales		355			383		(7.2)	%	Advertising sales	384		481		(20.3)	%	1,123		1,324		(15.2)	%
Other	Other		683			510		34.0	%	Other	677		525		28.8	%	2,026		1,553		30.4	%
			$	13,653		$	13,200	3.4	%		$	13,584	$	13,550	0.2	%	$	40,896	$	40,348	1.4	%

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


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


	Three months ended September 30, 2023 compared to three months ended September 30, 2022 Increase / (Decrease)		Nine months ended September 30, 2023 compared to nine months ended September 30, 2022 Increase / (Decrease)
Increase related to rate and product mix changes	$	146	$	499
Increase in average residential Internet customers	59		143
	$	205	$	642

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 by ~~178,000~~286,000 customers from ~~March 31,~~September 30, 2022 to ~~March 31,~~September 30, 2023.

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


	$	~~(92)~~


	Three months ended September 30, 2023 compared to three months ended September 30, 2022 Increase / (Decrease)		Nine months ended September 30, 2023 compared to nine months ended September 30, 2022 Increase / (Decrease)
Decrease in average residential video customers	$	(232)	$	(699)
Change related to rate and product mix changes	(143)		(64)


	$	(375)	$	(763)

Residential video customers decreased by ~~833,000~~891,000 from ~~March 31,~~September 30, 2022 to ~~March 31,~~September 30, 2023. The ~~increase~~change related to rate and product mix was ~~primarily due to pass-through of programming cost increases and promotional roll-off and was partly offset~~affected by a higher mix of lower cost video packages within our video customer ~~base.~~base and $63 million of customer credits related to the temporary loss of Disney programming in the third quarter of 2023, offset by the pass-through of programming cost increases and promotional rate step-ups.

1619

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


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


	Three months ended September 30, 2023 compared to three months ended September 30, 2022 Increase / (Decrease)		Nine months ended September 30, 2023 compared to nine months ended September 30, 2022 Increase / (Decrease)
Decrease in average residential voice customers	$	(46)	$	(136)
Increase related to rate adjustments	34		73
	$	(12)	$	(63)

Residential wireline voice customers decreased by ~~992,000~~969,000 customers from ~~March 31,~~September 30, 2022 to ~~March 31,~~September 30, 2023.

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


	Three months ended September 30, 2023 compared to three months ended September 30, 2022 Increase / (Decrease)		Nine months ended September 30, 2023 compared to nine months ended September 30, 2022 Increase / (Decrease)
Increase in average residential mobile lines	$	239	$	656
Decrease related to rate	(93)		(276)
	$	146	$	380

Residential mobile ~~service revenues~~lines increased ~~$110 million during the three months ended March 31, 2023 compared to the corresponding period in 2022 primarily due to an increase of 1,977,000~~by 2,471,000 mobile lines from ~~March 31,~~September 30, 2022 to ~~March 31,~~September 30, 2023. The decrease related to rate is primarily related to the Spectrum One offering and is partly offset by higher bundled revenue allocation.

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


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


	Three months ended September 30, 2023 compared to three months ended September 30, 2022 Increase / (Decrease)		Nine months ended September 30, 2023 compared to nine months ended September 30, 2022 Increase / (Decrease)
Increase in SMB customers	$	16	$	66
Decrease related to rate and product mix changes	(26)		(53)
	$	(10)	$	13

SMB customers grew by ~~52,000~~29,000 from ~~March 31,~~September 30, 2022 to ~~March 31,~~September 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.

Enterprise revenues increased ~~$21~~$25 million and $67 million during the three and nine months ended ~~March 31,~~September 30, 2023, respectively, compared to the corresponding ~~period~~periods in 2022 primarily due to an increase in Internet PSUs partly offset by lower wholesale PSUs. Enterprise PSUs increased ~~14,000~~16,000 from ~~March 31,~~September 30, 2022 to ~~March 31,~~September 30, 2023.

Advertising sales revenues consist primarily of revenues from commercial advertising customers, programmers and other vendors, as well as local cable and advertising on regional sports and news channels. Advertising sales revenues decreased ~~$28~~$97 million and $201 million during the three and nine months ended ~~March 31,~~September 30, 2023, respectively, as compared to the corresponding ~~period~~periods in 2022 primarily due to a decrease in political ~~and local~~ 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 ~~$173~~$152 million and $473 million during the three and nine

months ended ~~March 31,~~September 30, 2023, respectively, compared to the corresponding ~~period~~periods in 2022 primarily due to higher mobile device ~~sales.~~sales partially offset by lower processing fees.

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


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


	Three months ended September 30, 2023 compared to three months ended September 30, 2022 Increase / (Decrease)		Nine months ended September 30, 2023 compared to nine months ended September 30, 2022 Increase / (Decrease)
Programming	$	(276)	$	(686)
Other costs of revenue	183		585
Costs to service customers	76		284
Sales and marketing	(13)		84
Other	82		274
	$	52	$	541

Programming costs were approximately ~~$2.8~~$2.6 billion and ~~$3.0~~$2.9 billion for the three months ended ~~March 31,~~September 30, 2023 and 2022, representing ~~33%~~31% and ~~37%~~35% of total operating costs and expenses, respectively, and $8.1 billion and $8.8 billion for the nine months ended September 30, 2023 and 2022, representing 32% 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 customers, ~~and~~ a higher mix of lower cost video packages within our video customer base and a $61 million benefit related to the temporary loss of Disney programming during the third quarter of 2023, partly offset by contractual rate adjustments, including renewals and increases in amounts paid for retransmission consent. ~~First quarter 2023 programming costs include $50 million of favorable adjustments, which is similar in size to sports network rebates and other favorable adjustments in the first quarter of 2022.~~

Other costs of revenue increased ~~$220~~$183 million and $585 million during the three and nine months ended ~~March 31,~~September 30, 2023, respectively, compared to the corresponding ~~period~~periods in 2022 primarily due to higher mobile device sales and higher other mobile direct costs due to an increase in mobile ~~lines.~~lines, partially offset by lower regulatory pass-through fees and original content costs.

Costs to service customers increased ~~$136~~$76 million and $284 million during the three and nine months ended ~~March 31,~~September 30, 2023, respectively, compared to the corresponding ~~period~~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 decreased $13 million and increased ~~$66~~$84 million during the three and nine months ended ~~March 31,~~September 30, 2023, respectively, compared to the corresponding periods in 2022. The increase during the nine months ended September 30, 2023 compared to the ~~corresponding~~prior year period ~~in 2022~~is 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 March 31, 2023 compared to three months ended March 31, 2022 Increase / (Decrease)
~~Stock compensation expense~~	$	61
~~Corporate costs~~	36
~~Enterprise~~	14
~~Other~~	22
	$	~~133~~


	Three months ended September 30, 2023 compared to three months ended September 30, 2022 Increase / (Decrease)		Nine months ended September 30, 2023 compared to nine months ended September 30, 2022 Increase / (Decrease)
Stock compensation expense	$	55	180
Corporate costs	22		57
Costs to sell and service bulk properties	11		36
Enterprise	2		26
Property tax and insurance	4		(18)
Other	(12)		(7)
	$	82	$	274

Stock compensation expense increased during the three and nine months ended ~~March 31,~~September 30, 2023 compared to the corresponding prior ~~period~~periods primarily due to an increase in equity awards granted. Corporate and enterprise costs increased during the three and nine months ended September 30, 2023 compared to the corresponding prior periods in 2022 primarily due to higher labor costs. Property tax and insurance expense decreased during the nine months ended September 30, 2023 compared to the corresponding prior periods primarily as a result of an adjustment related to favorable development on prior year workers' compensation claims.

Depreciation and amortization. Depreciation and amortization expense decreased by ~~$88~~$47 million and $203 million during the three and nine months ended ~~March 31,~~September 30, 2023, respectively, compared to the corresponding ~~period~~periods in 2022 primarily due to certain assets acquired in acquisitions becoming fully depreciated partly offset by an increase in depreciation as a result of more recent capital expenditures.

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


	Three months ended March 31, 2023 compared to three months ended March 31, 2022 Increase / (Decrease)
~~Special charges, net~~	$	11
~~Loss on disposal of assets, net~~	~~(2)~~
	$	9


	Three months ended September 30, 2023 compared to three months ended September 30, 2022 Increase / (Decrease)		Nine months ended September 30, 2023 compared to nine months ended September 30, 2022 Increase / (Decrease)
Special charges, net	$	(180)	$	(158)
Loss on disposal of assets, net	7		(2)
	$	(173)	$	(160)

See Note 9 to the accompanying consolidated financial statements contained in “Item 1. Financial Statements” for more information.

Interest expense, net. Net interest expense increased by ~~$205~~$146 million and $540 million for the three and nine months ended ~~March 31,~~September 30, 2023, respectively, compared to the corresponding ~~period~~periods in 2022. The increase in net interest expense is the result of an increase in weighted average interest rates as well as an increase in weighted average debt outstanding of approximately ~~$4.7~~$1.2 billion and $2.7 billion during the three and nine months ended ~~March 31,~~September 30, 2023, respectively, compared to the corresponding ~~period~~periods in 2022. The increase in weighted average debt outstanding is primarily due to an increase in the ~~issuance of notes throughout 2022 and 2023.~~Charter Operating credit facilities.

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


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

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


	Three months ended September 30, 2023 compared to three months ended September 30, 2022 Increase / (Decrease)		Nine months ended September 30, 2023 compared to nine months ended September 30, 2022 Increase / (Decrease)
Loss on extinguishment of debt (see Note 3)	$	—	$	3
Gain (loss) on financial instruments, net (see Note 6)	263		218
Net periodic pension benefits	(205)		(236)
Gain (loss) on equity investments, net	(36)		(254)
	$	22	$	(269)

See Note 10 and the ~~Note~~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 ~~$374~~$369 million and ~~$345 million~~$1.2 billion for the three and nine months ended ~~March 31,~~September 30, 2023, respectively, and $360 million and $1.2 billion for the three and nine months ended September 30, 2022, respectively. ~~The increase is primarily a result of decreased recognition of excess tax benefits resulting from share-based compensation partly offset by lower pretax income.~~

Net income attributable to noncontrolling interest. Net income attributable to noncontrolling interest for financial reporting purposes represents Advance/Newhouse Partnership's (“A/N”) portion of Charter Holdings’ net income based on its effective common unit ownership interest. For more information, see Note 5 to the accompanying consolidated financial statements contained in “Item 1. Financial Statements.”

Net income attributable to Charter shareholders. Net income attributable to Charter shareholders increased $70 million and decreased ~~$182~~$360 million during the three and nine months ended ~~March 31,~~September 30, 2023 compared to the corresponding ~~period~~periods in 2022, respectively, primarily as a result of the factors described above.

Use of Adjusted EBITDA and Free Cash Flow

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

other companies. Adjusted EBITDA and free cash flow are reconciled to net income attributable to Charter shareholders and net cash flows from operating activities, respectively, below.

Adjusted EBITDA eliminates the significant non-cash depreciation and amortization expense that results from the capital-intensive nature of our businesses as well as other non-cash or special items, and is unaffected by our capital structure or investment activities. However, this measure is limited in that it does not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating revenues and our cash cost of financing. These costs are evaluated through other financial measures.

Free cash flow is defined as net cash flows from operating activities, less capital expenditures and changes in accrued expenses related to capital expenditures.

Management and Charter’s board of directors use Adjusted EBITDA and free cash flow to assess our performance and our ability to service our debt, fund operations and make additional investments with internally generated funds. In addition, Adjusted EBITDA generally correlates to the leverage ratio calculation under our credit facilities or outstanding notes to determine compliance with the covenants contained in the facilities and notes (all such documents have been previously filed with the Securities and Exchange Commission (the “SEC”)). For the purpose of calculating compliance with leverage covenants, we use Adjusted EBITDA, as presented, excluding certain expenses paid by our operating subsidiaries to other Charter entities. Our debt covenants refer to these expenses as management fees, which were ~~$374~~$345 million and $1.1 billion for the three and nine months ended September 30, 2023, respectively, and $342 million and $1.0 billion for the three and nine months ended ~~March 31, 2023 and~~September 30, 2022, respectively.

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


		Three Months Ended March 31,			Three Months Ended September 30,						Nine Months Ended September 30,
			2023			2022			2023		2022		2023		2022
Net income attributable to Charter shareholders	Net income attributable to Charter shareholders		$	1,021		$	1,203	Net income attributable to Charter shareholders	$	1,255	$	1,185	$	3,499	$	3,859
Plus: Net income attributable to noncontrolling interest	Plus: Net income attributable to noncontrolling interest		162			186		Plus: Net income attributable to noncontrolling interest	181		182		533		605
Interest expense, net	Interest expense, net		1,265			1,060		Interest expense, net	1,306		1,160		3,869		3,329
Income tax expense	Income tax expense		374			345		Income tax expense	369		360		1,187		1,194
Depreciation and amortization	Depreciation and amortization		2,206			2,294		Depreciation and amortization	2,130		2,177		6,508		6,711
Stock compensation expense	Stock compensation expense		208			147		Stock compensation expense	164		109		540		360
Other, net	Other, net		114			(22)		Other, net	44		239		185		76
Adjusted EBITDA	Adjusted EBITDA		$	5,350		$	5,213	Adjusted EBITDA	$	5,449	$	5,412	$	16,321	$	16,134

Net cash flows from operating activities	Net cash flows from operating activities		$	3,323		$	3,647	Net cash flows from operating activities	$	3,944	$	3,757	$	10,578	$	11,138
Less: Purchases of property, plant and equipment	Less: Purchases of property, plant and equipment		(2,464)			(1,857)		Less: Purchases of property, plant and equipment	(2,961)		(2,406)		(8,259)		(6,456)
Change in accrued expenses related to capital expenditures	Change in accrued expenses related to capital expenditures		(195)			10		Change in accrued expenses related to capital expenditures	114		156		110		284
Free cash flow	Free cash flow		$	664		$	1,800	Free cash flow	$	1,097	$	1,507	$	2,429	$	4,966

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, CCO Holdings, LLC (“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, funding 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 aggregate principal amount of $750 million maturing in 2030 concurrently with the cancelation of certain of Charter Operating's existing Term B-1 and B-2 loans, among other amendments. Pricing on the new Term B-3 loan is SOFR plus 2.25%. After giving effect to the amendments, the aggregate principal amount of Term B-1 loans is $2.3 billion with pricing unchanged at SOFR plus 1.75% and the aggregate principal amount of Term B-2 loans is $3.1 billion with pricing unchanged at SOFR plus 1.75%.

Overview of Our Contractual Obligations and Liquidity

We have significant amounts of debt. The principal amount of our debt as of ~~March 31,~~September 30, 2023 was ~~$97.8~~$97.6 billion, consisting of ~~$14.6~~$14.5 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 to fund principal and interest payments on our debt.

Our projected cash needs and projected sources of liquidity depend upon, among other things, our actual results, and the timing and amount of our expenditures. As we continue to grow our market penetration of our mobile product, we will continue to experience negative working capital impacts from the timing of device-related cash flows when we sell devices to customers pursuant to equipment installment plans. Further, in 2022, Charter became a meaningful federal cash tax payer as the majority of our net operating losses have been utilized. Free cash flow was ~~$664 million~~$1.1 billion and ~~$1.8~~$2.4 billion for the three and nine months ended ~~March 31,~~September 30, 2023, respectively, and $1.5 billion and $5.0 billion for the three and nine months ended September 30, 2022, respectively. See the table below for factors impacting free cash flow during the three and nine months ended ~~March 31,~~September 30, 2023 compared to the corresponding prior ~~period.~~periods. As of ~~March 31,~~September 30, 2023, the amount available under our credit facilities was approximately $3.3 billion and cash on hand was approximately ~~$534~~$571 million. We expect to utilize free cash flow, cash on hand and availability under our credit facilities as well as future refinancing transactions to further extend the maturities of our obligations. The timing and terms of any refinancing transactions will be subject to market conditions among other considerations. Additionally, we may, from time to time, and depending on market conditions and other factors, use cash on hand and the proceeds from securities offerings or other borrowings to retire our debt through open market purchases, privately negotiated purchases, tender offers or redemption provisions. We believe we have sufficient liquidity from cash on hand, free cash flow and Charter Operating’s revolving credit facility as well as access to the capital markets to fund our projected cash needs.

We continue to evaluate the deployment of our cash on hand and anticipated future free cash flow including to invest in our business growth and other strategic opportunities, including our network evolution and expansion initiatives, the build-out and deployment of our CBRS spectrum, and mergers and acquisitions as well as stock repurchases and dividends. Charter's target leverage of net debt to the last twelve months Adjusted EBITDA remains at 4 to 4.5 times Adjusted EBITDA, and up to 3.5 times Adjusted EBITDA at the Charter Operating first lien level. Our leverage ratio was 4.5 times Adjusted EBITDA as of ~~March 31,~~September 30, 2023. As Adjusted EBITDA grows, we expect to increase the total amount of our indebtedness to maintain leverage within Charter's target leverage range. Excluding purchases from Liberty Broadband Corporation (“Liberty Broadband”) discussed below, during the three and nine months ended ~~March 31,~~September 30, 2023, ~~and 2022,~~ Charter purchased in the public market approximately ~~2.2~~1.8 million and ~~4.4~~5.0 million shares of Charter Class A common stock, respectively, for approximately ~~$821~~$776 million and ~~$2.6~~$1.9 billion, respectively, and during the three and nine months ended September 30, 2022, Charter purchased in the public market approximately 3.3 million and 12.6 million shares of Charter Class A common stock, respectively, for approximately $1.4 billion and $6.5 billion, respectively. Since the beginning of its buyback program in September 2016 through ~~March 31,~~September 30, 2023, Charter has purchased approximately ~~152.0~~155.1 million shares of Class A common stock and Charter Holdings common units for approximately ~~$69.4~~$70.7 billion, including purchases from Liberty Broadband and A/N discussed below.

In February 2021, Charter and Liberty Broadband entered into a letter agreement (the “LBB Letter Agreement”). The LBB Letter Agreement implements Liberty Broadband’s obligations under the Amended and Restated Stockholders Agreement among Charter, Liberty Broadband and A/N, dated as of May 23, 2015 (as amended, the “Stockholders Agreement”) to participate in share repurchases by Charter. Under the LBB Letter Agreement, Liberty Broadband will sell to Charter, generally on a monthly basis, a number of shares of Charter Class A common stock representing an amount sufficient for Liberty Broadband’s ownership of Charter to be reduced such that it does not exceed the ownership cap then applicable to Liberty Broadband under the Stockholders Agreement at a purchase price per share equal to the volume weighted average price per share paid by Charter for shares repurchased during such immediately preceding calendar month other than (i) purchases from A/N, (ii) purchases in privately negotiated transactions or (iii) purchases for the withholding of shares of Charter Class A common stock pursuant to equity compensation programs of Charter. Charter purchased from Liberty Broadband 0.1 million ~~and 1.0 million~~ shares of Charter Class A common stock for approximately $42 million during the nine months ended September 30, 2023, and ~~$602~~1.7 million and 5.0 million shares of Charter Class A common stock for approximately $796 million and $2.6 billion during the three and nine months ended ~~March 31, 2023 and~~September 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 nine months ended ~~March 31,~~September 30, 2023, ~~and 2022,~~ Charter Holdings purchased from A/N ~~0.3~~0.2 million and 0.7 million Charter Holdings common units for approximately ~~$122~~$78 million and ~~$416~~$254 million, respectively, and during the three and nine months ended September 30, 2022, Charter Holdings purchased from A/N 0.8 million and 2.6 million Charter Holdings common units for approximately $385 million and $1.4 billion, respectively.

As of ~~March 31,~~September 30, 2023, Charter had remaining board authority to purchase an additional ~~$305~~$672 million of Charter’s Class A common stock and/or Charter Holdings common units, excluding purchases from Liberty Broadband. Although Charter expects to continue to buy back its common stock consistent with its leverage target range, Charter is not obligated to acquire any particular amount of common stock, and the timing of any purchases that may occur cannot be predicted and will largely depend on market conditions and other potential uses of capital. Purchases may include open market purchases, tender offers or negotiated transactions.

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

Free Cash Flow

Free cash flow decreased ~~$1.1~~$410 million and $2.5 billion during the three and nine months ended ~~March 31,~~September 30, 2023 compared to the corresponding prior ~~period~~periods in 2022 due to the following (dollars in millions):


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


	Three months ended September 30, 2023 compared to three months ended September 30, 2022 Increase / (Decrease)		Nine months ended September 30, 2023 compared to nine months ended September 30, 2022 Increase / (Decrease)
Increase in capital expenditures	$	(555)	$	(1,803)
Changes in working capital, excluding mobile devices	(114)		(529)
Increase in cash paid for interest, net	(131)		(403)
Decrease (increase) in cash paid for taxes, net	169		(255)
Changes in working capital, mobile devices	4		(170)
Increase in Adjusted EBITDA	37		187
Other, net	180		436
	$	(410)	$	(2,537)

Limitations on Distributions

Distributions by 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 ~~March 31,~~September 30, 2023, there was no default under any of these indentures, and CCO Holdings met its leverage ratio test based on ~~March 31,~~September 30, 2023 financial results. There can be no assurance that CCO Holdings will satisfy its leverage ratio test at the time of the contemplated distribution.

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

Historical Operating, Investing, and Financing Activities

Cash and Cash Equivalents. We held ~~$534~~$571 million and $645 million in cash and cash equivalents as of ~~March 31,~~September 30, 2023 and December 31, 2022, respectively.

Operating Activities. Net cash provided by operating activities decreased ~~$324~~$560 million during the ~~three~~nine months ended ~~March 31,~~September 30, 2023 compared to the ~~three~~nine months ended ~~March 31,~~September 30, 2022, primarily due to negative changes in working capital and an increase in cash paid for interest and ~~changes in working capital,~~taxes, partly offset by an increase in Adjusted EBITDA of ~~$137 million.~~$187 million and the payment of litigation settlements in 2022.

Investing Activities. Net cash used in investing activities was ~~$2.7~~$8.5 billion and ~~$1.8~~$6.3 billion for the ~~three~~nine months ended ~~March 31,~~September 30, 2023 and 2022, respectively. The increase in cash used was primarily due to an increase in capital expenditures and changes in accrued expenses related to capital ~~expenditures that increased by $205 million.~~expenditures.

Financing Activities. Net cash used in financing activities ~~increased $665 million~~decreased $2.7 billion during the ~~three~~nine months ended ~~March 31,~~September 30, 2023 compared to the ~~three~~nine months ended ~~March 31,~~September 30, 2022 primarily due to a decrease in the purchase of treasury stock and noncontrolling interest partly offset by a decrease in the amount by which borrowings of long-term debt exceeded ~~repayments, partly offset by a decrease in the purchase of treasury stock and noncontrolling interest.~~repayments.

Capital Expenditures

We have significant ongoing capital expenditure requirements. Capital expenditures were ~~$2.5~~$3.0 billion and ~~$1.9~~$8.3 billion for the three and nine months ended ~~March 31,~~September 30, 2023, respectively, and $2.4 billion and $6.5 billion for the three and nine months ended September 30, 2022, respectively. The increase was primarily due to an increase in line extensions in connection with our subsidized rural construction initiative and continued residential and commercial network expansion. The increase in capital expenditures excluding line extensions was primarily driven by higher spend on network evolution, support capital and customer premise equipment, ~~and support capital.~~particularly Xumo Stream boxes. 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~~approximately $7.2 billion. We continue to expect 2023 line extensions capital expenditures to betotal approximately $4 billion. The actual amount of capital expenditures in 2023 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 related to capital expenditures ~~decreased~~increased by ~~$195~~$110 million and ~~increased by $10~~$284 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2023 and 2022, respectively.

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


		Three Months Ended March 31,			Three Months Ended September 30,						Nine Months Ended September 30,
			2023			2022			2023		2022		2023		2022
Customer premise equipment (a)	Customer premise equipment (a)		$	537		$	469	Customer premise equipment (a)	$	659	$	577	$	1,772	$	1,606
Scalable infrastructure (b)	Scalable infrastructure (b)		354			359		Scalable infrastructure (b)	308		413		1,015		1,156
Upgrade/rebuild (c)	Upgrade/rebuild (c)		289			159		Upgrade/rebuild (c)	509		218		1,190		566
Support capital (d)	Support capital (d)		394			329		Support capital (d)	420		372		1,245		1,068
Capital expenditures, excluding line extensions	Capital expenditures, excluding line extensions		1,574			1,316		Capital expenditures, excluding line extensions	1,896		1,580		5,222		4,396

Subsidized rural construction line extensions	Subsidized rural construction line extensions		371			192		Subsidized rural construction line extensions	498		427		1,398		897
Other line extensions	Other line extensions		519			349		Other line extensions	567		399		1,639		1,163
Total line extensions (e)	Total line extensions (e)		890			541		Total line extensions (e)	1,065		826		3,037		2,060
Total capital expenditures	Total capital expenditures		$	2,464		$	1,857	Total capital expenditures	$	2,961	$	2,406	$	8,259	$	6,456

Of which:	Of which:							Of which:
Commercial services	Commercial services		$	367		$	365	Commercial services	$	403	$	369	$	1,179	$	1,110
Subsidized rural construction initiative (f)	Subsidized rural construction initiative (f)		$	391		$	201	Subsidized rural construction initiative (f)	$	512	$	440	$	1,444	$	937
Mobile	Mobile		$	77		$	74	Mobile	$	76	$	96	$	235	$	265

(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.

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes to the interest rate risk as previously disclosed in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2022. See Note 3 to the accompanying consolidated financial statements contained in “Item 1. Financial Statements” for a discussion of notes issued during the ~~three~~nine months ended ~~March 31,~~September 30, 2023.

Item 4. Controls and Procedures.

As of the end of the period covered by this report, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our design and operation of disclosure controls and procedures with respect to the information generated for use in this quarterly report. The

evaluation was based upon reports and certifications provided by a number of executives. Based on, and as of the date of that

evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective to provide reasonable assurances that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

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

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

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

See Note 20 to ~~the~~our Annual Report on Form 10-K for the year ended December 31, 2022 for a discussion of legal ~~proceedings. There have been no material changes from~~proceedings, as updated by Note 13 to the ~~legal proceedings described~~consolidated financial statements contained in “Item 1. Financial Statements” of our quarterly report on Form ~~10-K.~~10-Q for the quarter ended June 30, 2023 and as further updated by Note 13 to the accompanying consolidated financial statements contained in “Item 1. Financial Statements” of this quarterly report.

Item 1A. Risk Factors.

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

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

Purchases of Equity Securities by the Issuer

The following table presents Charter’s purchases of equity securities completed during the ~~first~~third quarter of 2023 (dollars in millions, except per share amounts):

Period
Total Number of Shares Purchased (1)
Average Price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)
January 1 - 31, 2023 1,130,701 $369.43 1,002,815 $771
February 1 - 28, 2023 840,442 $394.80 814,638 $427
March 1 - 31, 2023 501,772 $354.90 486,966 $305


Period	Total Number of Shares Purchased (1)	Average Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)
July 1 - 31, 2023	206,069	$383.28	194,440	$465
August 1 - 31, 2023	988,538	$422.51	916,847	$943
September 1 - 30, 2023	748,693	$436.37	722,641	$672

(1)Includes ~~127,886, 25,804~~11,629, 71,691 and ~~14,806~~26,052 shares withheld from employees for the payment of taxes and exercise costs upon the exercise of stock options or vesting of other equity awards for the months of ~~January, February~~July, August and ~~March~~September 2023, respectively.

(2)During the three months ended ~~March 31,~~September 30, 2023, Charter purchased approximately ~~2.3~~1.8 million shares of its Class A common stock for approximately ~~$863 million, which includes 0.1 million Charter class A common shares purchased from Liberty Broadband pursuant to the LBB Letter Agreement at an average price per unit of $345.53, or $42~~$776 million. Charter Holdings purchased ~~0.3~~0.2 million Charter Holdings common units from A/N at an average price per unit of ~~$376.32,~~$399.19, or ~~$122~~$78 million, during the three months ended ~~March 31,~~September 30, 2023. As of ~~March 31,~~September 30, 2023, Charter had remaining board authority to purchase an additional ~~$305~~$672 million of Charter’s Class A common stock and/or Charter Holdings common units, excluding purchases from Liberty Broadband. In addition to open market purchases including pursuant to Rule 10b5-1 plans adopted from time to time, Charter may also buy shares of Charter Class A common stock, from time to time, pursuant to private transactions outside of its Rule 10b5-1 plan and any such repurchases may also trigger the repurchases from A/N pursuant to and to the extent provided in the A/N Letter Agreement or Liberty Broadband pursuant to the LBB Letter Agreement.

Item 5.Other Information.

On October 24, 2023, we amended and restated our Bylaws (the “Bylaws”) to update the Director Emeritus provision therein to remove the position of Chairman Emeritus.

The foregoing description of the amendment to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the amended and restated Bylaws, attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 6. Exhibits.

See Exhibit Index.

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SIGNATURES

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


	CHARTER COMMUNICATIONS, INC.
	Registrant

	By:	/s/ Kevin D. Howard
		Kevin D. Howard
Date: ~~April 28,~~October 27, 2023		Executive Vice President, Chief Accounting Officer and Controller

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Exhibit Index


Exhibit						Description

~~4.1~~3.1						~~Indenture, dated as~~Amended and Restated Bylaws of May 23, 2019, among CCO Holdings, LLC, CCO Holdings Capital Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. ~~on May 30, 2019).~~
~~4.2~~						~~Tenth Supplemental Indenture, dated~~ as of February 13, 2023, among CCO Holdings, LLC, CCO Holdings Capital Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Charter Communications, Inc. on February 16, 2023).
~~4.3~~						~~Form of 7.375% Senior Notes due 2031 (included in Exhibit 4.2 hereto).~~October 24, 2023.
10.1						~~Exchange and Registration Rights~~Employment Agreement, dated ~~February 13,~~as of August 15, 2023, ~~relating to the 7.375% Senior Notes due 2031, among CCO Holdings, LLC, CCO Holdings Capital Corp.~~by and ~~Morgan Stanley & Co. LLC, as representative of the several Purchasers (as defined therein)~~between Charter Communications, Inc. and David G. Ellen (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on ~~February 16, 2023).~~
~~10.2~~						Amendment No. 3, dated as of February 10, 2023, to the Amended and Restated Credit Agreement, dated as of March 18, 1999, as amended and restated on April 26, 2019, as amended by Amendment No. 1 on October 24, 2019 and as further amended by Amendment No. 2 on May 26, 2022, by and among Charter Communications Operating, LLC, CCO Holdings, LLC, certain of Charter Communications Operating, LLC’s subsidiaries, the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Charter Communications, Inc. on February 16, 2023).
~~10.3~~						~~Amendment No. 4 to the Amended and Restated Credit Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on March 29, 2023).~~
~~10.4~~						~~Form of Performance-Vesting Stock Option Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on February 24, 2023).~~
~~10.5~~						~~Form of Performance-Vesting Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Charter Communications, Inc. on February 24, 2023).~~
~~10.6~~						Amendment to Amended and Restated Employment Agreement dated as of February 22, 2023 by and between Charter Communications Inc. and Christopher L. Winfrey (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Charter Communications, Inc. on February 24, 2023).
~~10.7~~						Amendment to Employment Agreement dated as of February 22, 2023 by and between Charter Communications Inc. and Richard J. DiGeronimo (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by Charter Communications, Inc. on February 24,August 21, 2023).
31.1						Certificate of Chief Executive Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the under the Securities Exchange Act of 1934.
31.2						Certificate of Chief Financial Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Securities Exchange Act of 1934.
32.1						Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).
32.2						Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).
101						The following financial information from Charter Communications, Inc.’s Quarterly Report on Form 10-Q for the three and nine months ended ~~March 31,~~September 30, 2023, filed with the Securities and Exchange Commission on ~~April 28,~~October 27, 2023, formatted in iXBRL (inline eXtensible Business Reporting Language) includes: (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statements of Changes in Shareholders' Equity; (iv) the Consolidated Statements of Cash Flows; and (vi) the Notes to the Consolidated Financial Statements.
104						Cover Page, formatted in iXBRL and contained in Exhibit 101.

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