CHARTER COMMUNICATIONS, INC. /MO/ 10-Q

Item 1. Financial Statements. CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (dollars in millions, except share data) March 31, 2021 December 31, 2020 (unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 772 $ 1,001 Accounts receivable, less allowance for doubtful accounts of $ 173 and $ 217 , respectively 2,395 2,539 Prepaid expenses and other current assets 496 369 Total current assets 3,663 3,909 INVESTMENT IN CABLE PROPERTIES: Property, plant and equipment, net of accumulated depreciation of $ 32,587 and $ 31,639 , respectively 34,184 34,357 Customer relationships, net 5,185 5,615 Franchises 67,322 67,322 Goodwill 29,554 29,554 Total investment in cable properties, net 136,245 136,848 OTHER NONCURRENT ASSETS 3,531 3,449 Total assets $ 143,439 $ 144,206 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable and accrued liabilities $ 8,911 $ 8,867 Current portion of long-term debt 1,005 1,008 Total current liabilities 9,916 9,875 LONG-TERM DEBT 83,882 81,744 DEFERRED INCOME TAXES 18,227 18,108 OTHER LONG-TERM LIABILITIES 4,233 4,198 SHAREHOLDERS’ EQUITY: Class A common stock; $ 0.001 par value; 900 million shares authorized; 194,816,856 and 193,730,992 shares issued, respectively — — Class B common stock; $ 0.001 par value; 1,000 shares authorized; 1 share issued and outstanding — — Preferred stock; $ 0.001 par value; 250 million shares authorized; no shares issued and outstanding — — Additional paid-in capital 29,037 29,000 Retained earnings ( 4,388 ) ( 5,195 ) Treasury stock at cost; 6,150,696 and no shares, respectively ( 3,652 ) — Total Charter shareholders’ equity 20,997 23,805 Noncontrolling interests 6,184 6,476 Total shareholders’ equity 27,181 30,281 Total liabilities and shareholders’ equity $ 143,439 $ 144,206 The accompanying notes are an integral part of these consolidated financial statements. 1 CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (dollars in millions, except per share data) Unaudited Three Months Ended March 31, 2021 2020 REVENUES $ 12,522 $ 11,738 COSTS AND EXPENSES: Operating costs and expenses (exclusive of items shown separately below) 7,711 7,432 Depreciation and amortization 2,441 2,497 Other operating expenses, net 302 7 10,454 9,936 Income from operations 2,068 1,802 OTHER INCOME (EXPENSES): Interest expense, net ( 983 ) ( 980 ) Other income (expenses), net 52 ( 326 ) ( 931 ) ( 1,306 ) Income before income taxes 1,137 496 Income tax expense ( 216 ) ( 29 ) Consolidated net income 921 467 Less: Net income attributable to noncontrolling interests ( 114 ) ( 71 ) Net income attributable to Charter shareholders $ 807 $ 396 EARNINGS PER COMMON SHARE ATTRIBUTABLE TO CHARTER SHAREHOLDERS: Basic $ 4.22 $ 1.91 Diluted $ 4.11 $ 1.86 Weighted average common shares outstanding, basic 191,404,527 207,831,305 Weighted average common shares outstanding, diluted 205,872,536 212,810,613 The accompanying notes are an integral part of these consolidated financial statements. 2 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 Retained Earnings Treasury Stock Total Charter Shareholders’ Equity Non-controlling Interests Total Shareholders’ Equity BALANCE, December 31, 2020 $ — $ — $ 29,000 $ ( 5,195 ) $ — $ 23,805 $ 6,476 $ 30,281 Consolidated net income — — — 807 — 807 114 921 Stock compensation expense — — 134 — — 134 — 134 Exercise of stock options — — 9 — — 9 — 9 Purchases of treasury stock — — — — ( 3,652 ) ( 3,652 ) — ( 3,652 ) Purchase of noncontrolling interest, net of tax — — ( 237 ) — — ( 237 ) ( 192 ) ( 429 ) Change in noncontrolling interest ownership, net of tax — — 131 — — 131 ( 175 ) ( 44 ) Distributions to noncontrolling interest — — — — — — ( 39 ) ( 39 ) BALANCE, March 31, 2021 $ — $ — $ 29,037 $ ( 4,388 ) $ ( 3,652 ) $ 20,997 $ 6,184 $ 27,181 Class A Common Stock Class B Common Stock Additional Paid-in Capital Retained Earnings Treasury Stock Total Charter Shareholders’ Equity Non-controlling Interests Total Shareholders’ Equity BALANCE, December 31, 2019 $ — $ — $ 31,405 $ 40 $ — $ 31,445 $ 7,366 $ 38,811 Consolidated net income — — — 396 — 396 71 467 Stock compensation expense — — 90 — — 90 — 90 Exercise of stock options — — 93 — — 93 — 93 Issuance of equity — — 23 — — 23 — 23 Purchases of treasury stock — — — — ( 2,352 ) ( 2,352 ) — ( 2,352 ) Purchase of noncontrolling interest, net of tax — — ( 149 ) — — ( 149 ) ( 195 ) ( 344 ) Change in noncontrolling interest ownership, net of tax — — 82 — — 82 ( 109 ) ( 27 ) Distributions to noncontrolling interest — — — — — — ( 39 ) ( 39 ) BALANCE, March 31, 2020 $ — $ — $ 31,544 $ 436 $ ( 2,352 ) $ 29,628 $ 7,094 $ 36,722 The accompanying notes are an integral part of these consolidated financial statements. 3 CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (dollars in millions) Unaudited Three Months Ended March 31, 2021 2020 CASH FLOWS FROM OPERATING ACTIVITIES: Consolidated net income $ 921 $ 467 Adjustments to reconcile consolidated net income to net cash flows from operating activities: Depreciation and amortization 2,441 2,497 Stock compensation expense 134 90 Noncash interest income, net ( 7 ) ( 12 ) Deferred income taxes 156 ( 14 ) Other, net ( 5 ) 315 Changes in operating assets and liabilities, net of effects from acquisitions and dispositions: Accounts receivable 144 99 Prepaid expenses and other assets ( 182 ) ( 67 ) Accounts payable, accrued liabilities and other 149 ( 155 ) Net cash flows from operating activities 3,751 3,220 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment ( 1,821 ) ( 1,461 ) Change in accrued expenses related to capital expenditures ( 75 ) ( 388 ) Real estate investments through variable interest entities ( 50 ) ( 38 ) Other, net ( 10 ) 37 Net cash flows from investing activities ( 1,956 ) ( 1,850 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings of long-term debt 5,289 4,339 Repayments of long-term debt ( 3,164 ) ( 3,589 ) Payments for debt issuance costs ( 22 ) ( 41 ) Issuance of equity — 23 Purchase of treasury stock ( 3,652 ) ( 2,352 ) Proceeds from exercise of stock options 9 93 Purchase of noncontrolling interest ( 507 ) ( 393 ) Distributions to noncontrolling interest ( 39 ) ( 39 ) Borrowings for real estate investments through variable interest entities 50 — Other, net 12 ( 24 ) Net cash flows from financing activities ( 2,024 ) ( 1,983 ) NET DECREASE IN CASH AND CASH EQUIVALENTS ( 229 ) ( 613 ) CASH AND CASH EQUIVALENTS, beginning of period 1,001 3,549 CASH AND CASH EQUIVALENTS, end of period $ 772 $ 2,936 CASH PAID FOR INTEREST $ 1,017 $ 1,050 CASH PAID FOR TAXES $ 20 $ 19 The accompanying notes are an integral part of these consolidated financial statements. 4 CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (dollars in millions, except per share amounts and where indicated) 1. Organization and Basis of Presentation Organization Charter Communications, Inc. (together with its controlled subsidiaries, “Charter,” or the “Company”) is a leading broadband connectivity company and cable operator. Over an advanced high-capacity, two-way telecommunications 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 provides highly customized, fiber-based solutions. Spectrum Reach ® delivers tailored advertising and production for the modern media landscape. The Company also distributes award-winning news coverage, sports and high-quality original programming to its customers through Spectrum Networks and Spectrum Originals. 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, impairments of franchises and goodwill, pension benefits and income taxes. Actual results could differ from those estimates. Certain prior period amounts have been reclassified to conform with the 2021 presentation. 5 CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (dollars in millions, except per share amounts and where indicated) 2. Franchises, Goodwill and Other Intangible Assets Indefinite-lived and finite-lived intangible assets consist of the following as of March 31, 2021 and December 31, 2020: March 31, 2021 December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Indefinite-lived intangible assets: Franchises $ 67,322 $ — $ 67,322 $ 67,322 $ — $ 67,322 Goodwill 29,554 — 29,554 29,554 — 29,554 Wireless spectrum licenses 464 — 464 464 — 464 Trademarks 159 — 159 159 — 159 $ 97,499 $ — $ 97,499 $ 97,499 $ — $ 97,499 Finite-lived intangible assets: Customer relationships $ 18,230 $ ( 13,045 ) $ 5,185 $ 18,230 $ ( 12,615 ) $ 5,615 Other intangible assets 420 ( 169 ) 251 420 ( 159 ) 261 $ 18,650 $ ( 13,214 ) $ 5,436 $ 18,650 $ ( 12,774 ) $ 5,876 Amortization expense related to customer relationships and other intangible assets for the three months ended March 31, 2021 and 2020 was $ 440 million and $ 508 million, respectively. The Company expects amortization expense on its finite-lived intangible assets will be as follows: Nine months ended December 31, 2021 $ 1,162 2022 1,332 2023 1,075 2024 824 2025 575 Thereafter 468 $ 5,436 Actual amortization expense in future periods could differ from these estimates as a result of new intangible asset acquisitions or divestitures, changes in useful lives, impairments, adoption of new accounting standards and other relevant factors. 3. Investments Real Estate Investments through Variable Interest Entities In July 2018, the Company entered into a build-to-suit lease arrangement with a single-asset special purpose entity ("SPE Building 1") to build the first building in the building complex for the new Charter headquarters in Stamford, Connecticut. The SPE Building 1 obtained a first-lien mortgage note to finance the construction with fixed monthly payments through July 15, 2035 with a 5.612 % coupon interest rate. All payments of the mortgage note are guaranteed by Charter. The initial term of the lease is 15 years commencing August 1, 2020, with no termination options. At the end of the lease term there is a mirrored put option for the SPE to sell the property to Charter and call option for Charter to purchase the property for a fixed purchase price. In April 2020, the Company entered into a build-to-suit lease agreement with a second special purpose entity (“SPE Building 2”) to build the adjoining building and atrium, in the building complex for the new Charter headquarters. As of March 31, 2021, Charter does not guarantee the financing for SPE Building 2. The initial term of the lease is 15 years commencing February 26, 2022, with no termination options. At the end of the lease term there is a put option for the SPE Building 2 to sell the property to Charter for a fixed price. If SPE Building 2 does not exercise the put option and the Company exercises its first renewal term there is call option for Charter to purchase property for a fixed purchase price in year 3 of the first renewal term. 6 CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (dollars in millions, except per share amounts and where indicated) As the Company has determined that SPE Building 1 and SPE Building 2 (collectively, the "SPEs") are variable interest entities ("VIEs") of which the Company became the primary beneficiary upon the effectiveness of the arrangements in July 2018 and April 2020, respectively, the Company has consolidated the assets and liabilities of the SPEs in its consolidated balance sheets as of March 31, 2021 and December 31, 2020 as follows. March 31, 2021 December 31, 2020 Assets Current assets $ 7 $ 3 Property, plant and equipment $ 547 $ 490 Liabilities Current liabilities $ 41 $ 28 Other long-term liabilities $ 522 $ 470 Property, plant and equipment includes land, a parking garage and building construction costs, including the capitalization of qualifying interest. Other long-term liabilities includes mortgage note liabilities and liability-classified noncontrolling interests for the SPEs recorded at amortized cost with accretion towards settlement of the put/call option in the leases. As of March 31, 2021 and December 31, 2020, other long-term liabilities include $ 465 million and $ 400 million in SPE mortgage note liability, respectively. 4. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consist of the following as of March 31, 2021 and December 31, 2020: March 31, 2021 December 31, 2020 Accounts payable – trade $ 724 $ 763 Deferred revenue 493 436 Accrued liabilities: Programming costs 2,074 1,940 Labor 1,070 1,374 Capital expenditures 1,121 1,227 Interest 1,057 1,083 Taxes and regulatory fees 553 555 Property and casualty 470 462 Operating lease liabilities 245 235 Other 1,104 792 $ 8,911 $ 8,867 5. Leases Operating lease expenses were $ 115 million and $ 108 million for the three months ended March 31, 2021 and 2020, respectively, inclusive of $ 35 million for each of the three months ended March 31, 2021 and 2020 of both short-term lease costs and variable lease costs that were not included in the measurement of operating lease liabilities. Cash paid for amounts included in the measurement of operating lease liabilities, recorded as operating cash flows in the statements of cash flows, were $ 81 million and $ 73 million for the three months ended March 31, 2021 and 2020, respectively. Operating lease right-of-use assets obtained in exchange for operating lease obligations were $ 96 million and $ 65 million for the three months ended March 31, 2021 and 2020, respectively. 7 CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (dollars in millions, except per share amounts and where indicated) Supplemental balance sheet information related to leases is as follows. March 31, 2021 December 31, 2020 Operating lease right-of-use assets: Included within other noncurrent assets $ 1,242 $ 1,214 Operating lease liabilities: Current portion included within accounts payable and accrued liabilities $ 245 $ 235 Long-term portion included within other long-term liabilities 1,128 1,110 $ 1,373 $ 1,345 Weighted average remaining lease term for operating leases 6.2 years 6.4 years Weighted average discount rate for operating leases 3.7 % 3.9 % Maturities of lease liabilities as of March 31, 2021 are as follows. Operating leases Nine months ended December 31, 2021 $ 237 2022 297 2023 273 2024 230 2025 182 Thereafter 386 Undiscounted lease cash flow commitments 1,605 Reconciling impact from discounting ( 232 ) Lease liabilities on consolidated balance sheet as of March 31, 2021 $ 1,373 The Company has $ 64 million and $ 63 million of finance lease liabilities recognized in the consolidated balance sheets as of March 31, 2021 and December 31, 2020, respectively, included within accounts payable and accrued liabilities and other long-term liabilities. The related finance lease right-of-use assets are recorded in property, plant and equipment, net. The Company’s finance leases were not considered material for further supplemental lease disclosures. 6. Long-Term Debt Long-term debt consists of the following as of March 31, 2021 and December 31, 2020: March 31, 2021 December 31, 2020 Principal Amount Accreted Value Principal Amount Accreted Value CCO Holdings, LLC: 4.000 % senior notes due March 1, 2023 $ 500 $ 498 $ 500 $ 498 5.750 % senior notes due February 15, 2026 1,750 1,733 2,500 2,475 5.500 % senior notes due May 1, 2026 1,500 1,493 1,500 1,492 5.875 % senior notes due May 1, 2027 800 796 800 796 5.125 % senior notes due May 1, 2027 3,250 3,226 3,250 3,225 5.000 % senior notes due February 1, 2028 2,500 2,473 2,500 2,472 5.375 % senior notes due June 1, 2029 1,500 1,501 1,500 1,501 4.750 % senior notes due March 1, 2030 3,050 3,042 3,050 3,042 8 CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (dollars in millions, except per share amounts and where indicated) 4.500 % senior notes due August 15, 2030 2,750 2,750 2,750 2,750 4.250 % senior notes due February 1, 2031 3,000 3,001 3,000 3,001 4.500 % senior notes due May 1, 2032 2,900 2,928 2,900 2,928 Charter Communications Operating, LLC: 4.464 % senior notes due July 23, 2022 3,000 2,993 3,000 2,992 Senior floating rate notes due February 1, 2024 900 902 900 902 4.500 % senior notes due February 1, 2024 1,100 1,095 1,100 1,094 4.908 % senior notes due July 23, 2025 4,500 4,477 4,500 4,475 3.750 % senior notes due February 15, 2028 1,000 989 1,000 989 4.200 % senior notes due March 15, 2028 1,250 1,242 1,250 1,241 5.050 % senior notes due March 30, 2029 1,250 1,242 1,250 1,242 2.800 % senior notes due April 1, 2031 1,600 1,583 1,600 1,583 2.300 % senior notes due February 1, 2032 1,000 991 1,000 991 6.384 % senior notes due October 23, 2035 2,000 1,983 2,000 1,983 5.375 % senior notes due April 1, 2038 800 786 800 786 3.500 % senior notes due June 1, 2041 1,500 1,482 — — 6.484 % senior notes due October 23, 2045 3,500 3,468 3,500 3,468 5.375 % senior notes due May 1, 2047 2,500 2,506 2,500 2,506 5.750 % senior notes due April 1, 2048 2,450 2,392 2,450 2,392 5.125 % senior notes due July 1, 2049 1,250 1,240 1,250 1,240 4.800 % senior notes due March 1, 2050 2,800 2,797 2,800 2,797 3.700 % senior notes due April 1, 2051 2,050 2,031 2,050 2,030 3.900 % senior notes due June 1, 2052 1,000 992 — — 6.834 % senior notes due October 23, 2055 500 495 500 495 3.850 % senior notes due April 1, 2061 1,850 1,809 1,350 1,339 Credit facilities 10,081 10,015 10,150 10,081 Time Warner Cable, LLC: 4.000 % senior notes due September 1, 2021 1,000 1,005 1,000 1,008 5.750 % sterling senior notes due June 2, 2031 (a) 862 917 854 911 6.550 % senior debentures due May 1, 2037 1,500 1,667 1,500 1,668 7.300 % senior debentures due July 1, 2038 1,500 1,761 1,500 1,763 6.750 % senior debentures due June 15, 2039 1,500 1,705 1,500 1,706 5.875 % senior debentures due November 15, 2040 1,200 1,253 1,200 1,254 5.500 % senior debentures due September 1, 2041 1,250 1,258 1,250 1,258 5.250 % sterling senior notes due July 15, 2042 (b) 896 866 889 859 4.500 % senior debentures due September 15, 2042 1,250 1,146 1,250 1,145 Time Warner Cable Enterprises LLC: 8.375 % senior debentures due March 15, 2023 1,000 1,092 1,000 1,104 8.375 % senior debentures due July 15, 2033 1,000 1,266 1,000 1,270 Total debt 84,339 84,887 82,143 82,752 Less current portion: 4.000% senior notes due September 1, 2021 ( 1,000 ) ( 1,005 ) ( 1,000 ) ( 1,008 ) Long-term debt $ 83,339 $ 83,882 $ 81,143 $ 81,744 (a) Principal amount includes £ 625 million remeasured at $ 862 million and $ 854 million as of March 31, 2021 and December 31, 2020, respectively, using the exchange rate at the respective dates. 9 CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (dollars in millions, except per share amounts and where indicated) (b) Principal amount includes £ 650 million remeasured at $ 896 million and $ 889 million as of March 31, 2021 and December 31, 2020, respectively, using the exchange rate at the respective dates. The accreted values presented in the table above represent the principal amount of the debt adjusted for original issue discount or premium at the time of sale, deferred financing costs, and, in regards to debt assumed in acquisitions, fair value premium adjustments as a result of applying acquisition accounting plus the accretion of those amounts to the balance sheet date. However, the amount that is currently payable if the debt becomes immediately due is equal to the principal amount of the debt. In regards to the fixed-rate British pound sterling denominated notes (the “Sterling Notes”), the principal amount of the debt and any premium or discount is remeasured into US dollars as of each balance sheet date. See Note 9. The Company has availability under the Charter Operating credit facilities of approximately $ 4.7 billion as of March 31, 2021. In March 2021, Charter Operating and Charter Communications Operating Capital Corp. jointly issued $ 1.5 billion aggregate principal amount of 3.500 % senior secured notes due June 2041 at a price of 99.544 % of the aggregate principal amount, $ 1.0 billion aggregate principal amount of 3.900 % senior secured notes due June 2052 at a price of 99.951 % of the aggregate principal amount and an additional $ 500 million aggregate principal amount of 3.850 % senior secured notes due April 2061 at a price of 94.668 % of the aggregate principal amount. The net proceeds were used to pay related fees and expenses and for general corporate purposes, including funding buybacks of Charter Class A common stock and Charter Holdings common units as well as repaying certain indebtedness, including $ 750 million of CCO Holdings, LLC ("CCO Holdings") 5.750% notes due February 2026. The Company recorded a loss on extinguishment of debt of $ 29 million during the three months ended March 31, 2021 related to these transactions which is recorded in in other income (expenses), net in the consolidated statements of operations. The Charter Operating notes are guaranteed by CCO Holdings and substantially all of the subsidiaries of Charter Operating. In addition, the Charter Operating notes are secured by a perfected first priority security interest in substantially all of the assets of Charter Operating and substantially all of its subsidiaries to the extent such liens can be perfected under the Uniform Commercial Code by the filing of a financing statement and the liens rank equally with the liens on the collateral securing obligations under the Charter Operating credit facilities. Charter Operating may redeem some or all of the Charter Operating notes at any time at a premium. The Charter Operating notes are subject to the terms and conditions of the indenture governing the Charter Operating notes. The Charter Operating notes contain customary representations and warranties and affirmative covenants with limited negative covenants. The Charter Operating indenture also contains customary events of default. In April 2021, CCO Holdings and CCO Holdings Capital Corp. jointly issued $ 1.0 billion of 4.500 % senior unsecured notes due 2033 at par. The net proceeds will be used for general corporate purposes, including to fund potential buybacks of Charter Class A common stock and Charter Holdings common units, to repay certain indebtedness and to pay related fees and expenses. The CCO Holdings notes are senior debt obligations of CCO Holdings and CCO Holdings Capital Corp. and rank equally with all other current and future unsecured, unsubordinated obligations of CCO Holdings and CCO Holdings Capital Corp. They are structurally subordinated to all obligations of subsidiaries of CCO Holdings. CCO Holdings may redeem some or all of the notes at any time at a premium. Beginning in 2030, the optional redemption price declines to 100 % of the principal amount, plus accrued and unpaid interest, if any. In addition, at any time prior to 2024, CCO Holdings may redeem up to 40 % of the aggregate principal amount of the notes at a premium plus accrued and unpaid interest to the redemption date, with the net cash proceeds of one or more equity offerings (as defined in the indenture); provided that certain conditions are met. In the event of specified change of control events, CCO Holdings must offer to purchase the outstanding notes from the holders at a purchase price equal to 101 % of the total principal amount of the notes, plus any accrued and unpaid interest. 10 CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (dollars in millions, except per share amounts and where indicated) 7. 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 months ended March 31, 2021 and 2020. Three Months Ended March 31, 2021 2020 Shares $ Shares $ Share buybacks 5,556,318 $ 3,474 4,452,549 $ 2,176 Income tax withholding 284,563 178 335,654 176 Exercise cost 309,815 241,752 6,150,696 $ 3,652 5,029,955 $ 2,352 Share buybacks includes 0.8 million shares of Charter Class A common stock purchased from Liberty Broadband Corporation (“Liberty Broadband”) during the three months ended March 31, 2021 at an average price of $ 621.16 for approximately $ 518 million pursuant to the LBB Letter Agreement. In April 2021, the Company purchased from Liberty Broadband an additional 0.7 million shares of Charter Class A common stock for approximately $ 460 million (see Note 19). As of March 31, 2021, Charter had remaining board authority to purchase an additional $ 1.2 billion of Charter’s Class A common stock and/or Charter Holdings common units. 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 2020, Charter’s board of directors approved the retirement of the then currently held treasury stock and those shares were retired as of December 31, 2020. The Company accounts for treasury stock using the cost method and includes treasury stock as a component of total shareholders’ equity. In March 2020, pursuant to the terms of the Amended and Restated Stockholders Agreement with Liberty Broadband, Advance/Newhouse Partnership (“A/N”) and Charter, dated May 23, 2015 (the "Stockholders Agreement"), Charter, Liberty and A/N closed on transactions in which Liberty Broadband and A/N exercised their preemptive right to purchase 35,112 and 20,182 shares, respectively, of Charter Class A common stock for a total purchase price of approximately $ 23 million. 8. Noncontrolling Interests Noncontrolling interests represents consolidated subsidiaries of which the Company owns less than 100 %. The Company is a holding company whose principal asset is a controlling equity interest in Charter Holdings, the indirect owner of the Company’s cable systems. Noncontrolling interests on the Company’s balance sheet consist primarily of A/N's equity interests in Charter Holdings, which is comprised of a common ownership interest and a convertible preferred ownership interest. Net income of Charter Holdings attributable to A/N’s common noncontrolling interest for financial reporting purposes is based on the weighted average effective common ownership interest of approximately 7 % during 2021 and 8 % during 2020, and was $ 76 million and $ 33 million for the three months ended March 31, 2021 and 2020, respectively. Net income of Charter Holdings attributable to A/N's preferred noncontrolling interest for financial reporting purposes is based on the preferred dividend which was $ 38 million for each of the three months ended March 31, 2021 and 2020. 11 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 pursuant to the A/N Letter Agreement (see Note 19) and the effect on total shareholders' equity during the three months ended March 31, 2021 and 2020. Three Months Ended March 31, 2021 2020 Number of units purchased 792,654 795,607 Average price per unit $ 639.27 $ 494.54 Amount of units purchased $ 507 $ 393 Decrease in noncontrolling interest based on carrying value $ ( 192 ) $ ( 195 ) Decrease in additional paid-in-capital, net of tax $ ( 237 ) $ ( 149 ) Total shareholders' equity was also adjusted during the three months ended March 31, 2021 and 2020 due to the changes in Charter Holdings' ownership as follows. Three Months Ended March 31, 2021 2020 Decrease in noncontrolling interest $ ( 175 ) $ ( 109 ) Increase in additional paid-in-capital, net of tax $ 131 $ 82 9. Accounting for Derivative Instruments and Hedging Activities The Company uses derivative instruments to manage foreign exchange risk on the Sterling Notes, and does not hold or issue derivative instruments for speculative trading purposes. Cross-currency derivative instruments are used to effectively convert £ 1.275 billion aggregate principal amount of fixed-rate British pound sterling denominated debt, including annual interest payments and the payment of principal at maturity, to fixed-rate U.S. dollar denominated debt. The cross-currency swaps have maturities of June 2031 and July 2042. The Company is required to post collateral on the cross-currency derivative instruments when the derivative contracts are in a liability position. In April 2019, the Company entered into a collateral holiday agreement for 60 % of both the 2031 and 2042 cross-currency swaps, which eliminates the requirement to post collateral for three years , as well as a ten year collateral cap on the remaining 40 % of the cross-currency swaps which limits the required collateral posting on that 40 % of the cross-currency swaps to $ 150 million. In March 2021, the collateral holiday for 20 % of the swaps was extended to November 2022 in consideration for the Company's agreement to post collateral over a threshold amount on that 20 % portion of the swaps from March 2021 through October 2021. The fair value of the Company's cross-currency derivatives was $ 121 million and $ 184 million and is included in other long-term liabilities on its consolidated balance sheets as of March 31, 2021 and December 31, 2020, respectively. The Company’s derivative instruments are not designated as hedges and are marked to fair value each period, with the impact recorded as a gain or loss on financial instruments in the consolidated statements of operations in other expenses, net. While these derivative instruments are not designated as hedges for accounting purposes, management continues to believe such instruments are closely correlated with the respective debt, thus managing associated risk. 12 CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (dollars in millions, except per share amounts and where indicated) 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, 2021 2020 Change in fair value of cross-currency derivative instruments $ 63 $ ( 426 ) Foreign currency remeasurement of Sterling Notes to U.S. dollars ( 15 ) 108 Gain (loss) on financial instruments, net $ 48 $ ( 318 ) 10. Fair Value Measurements Accounting guidance establishes a three-level hierarchy for disclosure of fair value measurements, based on the transparency of inputs to the valuation of an asset or liability as of the measurement date, as follows: • Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. • Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement. Financial Assets and Liabilities The Company has estimated the fair value of its financial instruments as of March 31, 2021 and December 31, 2020 using available market information or other appropriate valuation methodologies. Considerable judgment, however, is required in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented in the accompanying consolidated financial statements are not necessarily indicative of the amounts the Company would realize in a current market exchange. The carrying amounts of cash and cash equivalents, receivables, payables and other current assets and liabilities approximate fair value because of the short maturity of those instruments. As of March 31, 2021 and December 31, 2020, accounts receivable, net on the consolidated balance sheets includes approximately $ 344 million and $ 338 million of current equipment installment plan receivables, respectively, and other noncurrent assets includes approximately $ 168 million and $ 134 million of noncurrent equipment installment plan receivables, respectively. Financial instruments accounted for at fair value on a recurring basis and classified within Level 2 of the valuation hierarchy include the Company's cross-currency derivative instruments and were valued at $ 121 million and $ 184 million as of March 31, 2021 and December 31, 2020, respectively. The estimated fair value of the Company’s senior notes and debentures as of March 31, 2021 and December 31, 2020 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. The carrying amount of the consolidated variable interest entity's mortgage note liability approximates fair value. 13 CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (dollars in millions, except per share amounts and where indicated) A summary of the carrying value and fair value of debt as of March 31, 2021 and December 31, 2020 is as follows: March 31, 2021 December 31, 2020 Carrying Value Fair Value Carrying Value Fair Value Senior notes and debentures $ 74,872 $ 82,191 $ 72,671 $ 84,163 Credit facilities $ 10,015 $ 10,032 $ 10,081 $ 10,063 Nonfinancial Assets and Liabilities The Company’s nonfinancial assets such as equity-method investments, franchises, property, plant, and equipment, and other intangible assets are not measured at fair value on a recurring basis; however, they are subject to fair value adjustments in certain circumstances, such as when there is evidence that an impairment may exist. When such impairments are recorded, fair values are generally classified within Level 3 of the valuation hierarchy. 11. Revenues The Company’s revenues by product line are as follows: Three Months Ended March 31, 2021 2020 Internet $ 5,086 $ 4,407 Video 4,344 4,422 Voice 399 457 Residential revenue 9,829 9,286 Small and medium business 1,012 996 Enterprise 638 622 Commercial revenue 1,650 1,618 Advertising sales 344 365 Mobile 492 258 Other 207 211 $ 12,522 $ 11,738 12. 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, 2021 2020 Programming $ 2,988 $ 2,892 Regulatory, connectivity and produced content 600 551 Costs to service customers 1,804 1,848 Marketing 751 766 Mobile 572 374 Other 996 1,001 $ 7,711 $ 7,432 14 CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (dollars in millions, except per share amounts and where indicated) Programming costs consist primarily of costs paid to programmers for basic, premium, digital, video on demand and pay-per-view programming. Regulatory, connectivity and produced content costs represent payments to franchise and regulatory authorities, costs directly related to providing video, Internet and voice services as well as payments for sports, local and news content produced by the Company. Included in regulatory, connectivity and produced content costs is content acquisition costs for the Los Angeles Lakers’ basketball games and Los Angeles Dodgers’ baseball games, which are recorded as games are exhibited over the contract period. Costs to service customers include costs related to field operations, network operations and customer care for the Company’s residential and SMB customers, including internal and third-party labor for the non-capitalizable portion of installations, service and repairs, maintenance, bad debt expense, billing and collection, occupancy and vehicle costs. Marketing costs represent the costs of marketing to current and potential commercial and residential customers including labor costs. Mobile costs represent costs associated with the Company's mobile service such as device and service costs, marketing, sales and commissions, retail stores, personnel costs, taxes, among others. Other includes corporate overhead, advertising sales expenses, indirect costs associated with the Company’s enterprise business customers and regional sports and news networks, property tax and insurance expense and stock compensation expense, among others. 13. Other Operating Expenses, Net Other operating expenses, net consist of the following for the periods presented: Three Months Ended March 31, 2021 2020 Special charges, net $ 255 $ 16 (Gain) loss on disposal of assets, net 47 ( 9 ) $ 302 $ 7 Special charges, net Special charges, net primarily includes net amounts of litigation settlements, including the $ 220 million tentative settlement with Sprint Communications Company L.P. (“Sprint”) and T-Mobile USA, Inc. ("T-Mobile") discussed in Note 20, and employee termination costs. (Gain) loss on disposal of assets, net (Gain) loss on disposal of assets, net represents the net (gain) loss recognized on the sales and disposals of fixed assets and cable systems. 14. Other Income (Expenses), Net Other income (expenses), net consist of the following for the periods presented: Three Months Ended March 31, 2021 2020 Loss on extinguishment of debt (see Note 6) $ ( 29 ) $ ( 27 ) Gain (loss) on financial instruments, net (see Note 9) 48 ( 318 ) Other pension benefits, net (see Note 21) 18 10 Gain on equity investments, net 15 9 $ 52 $ ( 326 ) 15. 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 15 CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (dollars in millions, except per share amounts and where indicated) units and restricted stock. Directors, officers and other employees of the Company and its subsidiaries, as well as others performing consulting services for the Company, are eligible for grants under the stock incentive plans. Charter granted the following equity awards for the periods presented. Three Months Ended March 31, 2021 2020 Stock options 1,225,000 1,253,700 Restricted stock units 345,100 408,300 Charter 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, 2021, total unrecognized compensation remaining to be recognized in future periods totaled $ 374 million for stock options, $ 0.2 million for restricted stock and $ 357 million for restricted stock units and the weighted average period over which they are expected to be recognized is two years for stock options, one month for restricted stock and two years for restricted stock units. The Company recorded stock compensation expense of $ 134 million and $ 90 million for the three months ended March 31, 2021 and 2020, respectively, which is included in operating costs and expenses. 16. Income Taxes Substantially all of the Company’s operations are held through Charter Holdings and its direct and indirect subsidiaries. Charter Holdings and the majority of its subsidiaries are limited liability companies that are generally not subject to income tax. However, certain of these limited liability companies are subject to state income tax. In addition, the subsidiaries that are corporations are subject to income tax. Generally, the taxable income, gains, losses, deductions and credits of Charter Holdings are passed through to its members, Charter and A/N. Charter is responsible for its share of taxable income or loss of Charter Holdings allocated to it in accordance with the Charter Holdings Limited Liability Company Agreement (“LLC Agreement”) and partnership tax rules and regulations. As a result, Charter's primary deferred tax component recorded in the consolidated balance sheets relates to its excess financial reporting outside basis, excluding amounts attributable to nondeductible goodwill, over Charter's tax basis in the investment in Charter Holdings. The Company recorded income tax expense of $ 216 million and $ 29 million for the three months ended March 31, 2021 and 2020, respectively. Income tax expense increased during the three months ended March 31, 2021 compared to the corresponding period in 2020 primarily as a result of higher pretax income. On March 18, 2020, the Families First Coronavirus Response Act ("FFCR Act"), and on March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") were each enacted in response to the COVID-19 pandemic. The FFCR Act and the CARES Act contain numerous tax provisions, such as deferring payroll tax payments, establishing a credit for the retention of certain employees, relaxing limitations on the deductibility of interest, and updating the definition of qualified improvement property. This legislation currently has no material impact to income tax expense on the Company’s financial statements. Charter Holdings, the indirect owner of the Company’s cable systems, generally allocates its taxable income, gains, losses, deductions and credits proportionately according to the members’ respective ownership interests, except for special allocations required under Section 704(c) of the Internal Revenue Code and the Treasury Regulations (“Section 704(c)”). Pursuant to Section 704(c) and the LLC Agreement, each item of income, gain, loss and deduction with respect to any property contributed to the capital of the partnership shall, solely for tax purposes, be allocated among the members so as to take into account any variation between the adjusted basis of such property to the partnership for U.S. federal income tax purposes and its initial gross asset value using the “traditional method” as described in the Treasury Regulations. 16 CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (dollars in millions, except per share amounts and where indicated) In determining the Company’s tax provision for financial reporting purposes, the Company establishes a reserve for uncertain tax positions unless such positions are determined to be “more likely than not” of being sustained upon examination, based on their technical merits. There is considerable judgment involved in making such a determination. The Company has recorded unrecognized tax benefits totaling approximately $ 316 million and $ 298 million, excluding interest and penalties, as of March 31, 2021 and December 31, 2020, respectively. The Company does not currently anticipate that its reserve for uncertain tax positions will significantly increase or decrease during 2021; however, various events could cause the Company’s current expectations to change in the future. These uncertain tax positions, if ever recognized in the financial statements, would be recorded in the consolidated statements of operations as part of the income tax provision. No tax years for Charter are currently under examination by the Internal Revenue Service ("IRS") for income tax purposes. Charter's 2016 through 2020 tax years remain open for examination and assessment. Charter’s short period return dated May 17, 2016 (prior to the merger with Time Warner Cable Inc. ("TWC") and acquisition of Bright House Networks, LLC ("Bright House")) and prior years remain open solely for purposes of examination of Charter’s loss and credit carryforwards. The IRS is currently examining Charter Holdings’ income tax return for 2016. Charter Holdings’ 2017 through 2020 tax years remain open for examination and assessment. The IRS is currently examining TWC’s income tax returns for 2011 through 2014. TWC’s tax year 2015 remains subject to examination and assessment. Prior to TWC’s separation from Time Warner Inc. (“Time Warner”) in March 2009, TWC was included in the consolidated U.S. federal and certain state income tax returns of Time Warner. The IRS has examined Time Warner’s 2008 through 2010 income tax returns and the results are under appeal. The Company does not anticipate that these examinations will have a material impact on the Company’s consolidated financial position or results of operations. In addition, the Company is also subject to ongoing examinations of the Company’s tax returns by state and local tax authorities for various periods. Activity related to these state and local examinations did not have a material impact on the Company’s consolidated financial position or results of operations during the three months ended March 31, 2021, nor does the Company anticipate a material impact in the future. 17. Earnings Per Share Basic earnings per common share is computed by dividing net income attributable to Charter shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share considers the impact of potentially dilutive securities using the treasury stock and if-converted methods and is based on the weighted average number of shares used for the basic earnings per share calculation, adjusted for the dilutive effect of stock options, restricted stock, restricted stock units, equity awards with market conditions and Charter Holdings convertible preferred units and common units. Charter Holdings common units of 15 million for the three months ended March 31, 2021 and Charter Holdings common and convertible preferred units of 27 million for the three months ended March 31, 2020 were not included in the 17 CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (dollars in millions, except per share amounts and where indicated) computation of diluted earnings per share as their effect would have been antidilutive. The following is the computation of diluted earnings per common share for the three months ended March 31, 2021 and 2020. Three Months Ended March 31, 2021 2020 Numerator: Net income attributable to Charter shareholders $ 807 $ 396 Effect of dilutive securities: Charter Holdings convertible preferred units 38 — Net income attributable to Charter shareholders after assumed conversions $ 845 $ 396 Denominator: Weighted average common shares outstanding, basic 191,404,527 207,831,305 Effect of dilutive securities: Assumed exercise or issuance of shares relating to stock plans 5,134,509 4,979,308 Weighted average Charter Holdings convertible preferred units 9,333,500 — Weighted average common shares outstanding, diluted 205,872,536 212,810,613 Basic earnings per common share attributable to Charter shareholders $ 4.22 $ 1.91 Diluted earnings per common share attributable to Charter shareholders $ 4.11 $ 1.86 18. Comprehensive Income Comprehensive income equaled net income attributable to Charter shareholders for each of the three months ended March 31, 2021 and 2020. 19. Related Party Transactions The following sets forth certain transactions in which the Company and the directors, executive officers, and affiliates of the Company are involved. Liberty Broadband and A/N Under the terms of the Stockholders Agreement, the number of Charter’s directors is fixed at 13, and includes its CEO. Two designees selected by A/N are members of the board of directors of Charter and three designees selected by Liberty Broadband are members of the board of directors of Charter. The remaining eight directors are not affiliated with either A/N or Liberty Broadband. Each of A/N and Liberty Broadband is entitled to nominate at least one director to each of the committees of Charter’s board of directors, subject to applicable stock exchange listing rules and certain specified voting or equity ownership thresholds for each of A/N and Liberty Broadband, and provided that the Nominating and Corporate Governance Committee and the Compensation and Benefit Committee each have at least a majority of directors independent from A/N, Liberty Broadband and Charter (referred to as the “unaffiliated directors”). Each of the Nominating and Corporate Governance Committee and the Compensation and Benefits Committee is currently comprised of three unaffiliated directors and one designee of each of A/N and Liberty Broadband. A/N and Liberty Broadband also have certain other committee designations and other governance rights. Mr. Thomas Rutledge, the Company’s CEO, is the chairman of the board of Charter. 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. 18 CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (dollars in millions, except per share amounts and where indicated) 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 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. Gregory Maffei, a director of Charter and President and CEO and director and holder of 12.6 % voting interest in Liberty Broadband, is Chairman of the board of directors of Qurate Retail, Inc. ("Qurate") and Dr. John Malone, a director emeritus of Charter and Chairman of the board of directors and holder of 45.8 % of voting interest in Liberty Broadband, also serves on the Qurate board of directors. As reported in SEC filings of Qurate, Mr. Maffei and Dr. Malone, Mr. Maffei has ownership of an approximate 6.3 % voting interest in Quarate and Dr. Malone has ownership of an approximate 41.2 % voting interest in Qurate. Qurate wholly owns HSN, Inc. (“HSN”) and QVC, Inc. (“QVC”). The Company has programming relationships with HSN and QVC. For the three months ended March 31, 2021 and 2020, the Company recorded revenue in aggregate of approximately $ 11 million and $ 12 million, respectively, from HSN and QVC as part of channel carriage fees and revenue sharing arrangements for home shopping sales made to customers in the Company’s footprint. Dr. Malone and Mr. Steven Miron, a member of Charter’s board of directors, also serve on the board of directors of Discovery, Inc. (“Discovery”). As reported in Discovery's SEC filings, Dr. Malone owns 1.2 % of the series A common stock, 93.6 % of the series B common stock and 3.6 % of the series C common stock of Discovery and has a 27.9 % voting interest in Discovery for the election of directors. As reported in Discovery's SEC filings, Advance/Newhouse Programming Partnership (“A/N PP”), an affiliate of A/N and in which Mr. Miron is the CEO, owns 100 % of the Series A-1 preferred stock of Discovery and 100 % of the Series C-1 preferred stock of Discovery and has a 23.9 % voting interest for matters other than the election of directors. A/N PP also has the right to appoint three directors out of a total of twelve directors to Discovery’s board. The Company purchases programming from Discovery. Based on publicly available information, the Company does not believe that Discovery would currently be considered a related party. The amount paid in the aggregate to Discovery represents less than 2 % of total operating costs and expenses for the three months ended March 31, 2021 and 2020. Equity Investments The Company has agreements with certain equity investees pursuant to which the Company has made or received related party transaction payments. The Company recorded payments to equity investees totaling $ 58 million and $ 63 million during the three months ended March 31, 2021 and 2020, respectively. 20. Contingencies In August 2015, a purported stockholder of Charter, Matthew Sciabacucchi, filed a lawsuit in the Delaware Court of Chancery, on behalf of a putative class of Charter stockholders, challenging the transactions involving Charter, TWC, A/N, and Liberty Broadband announced by Charter on May 26, 2015. The lawsuit, which named as defendants Charter and its board of directors, alleged that the transactions resulted from breaches of fiduciary duty by Charter’s directors and that Liberty Broadband improperly benefited from the challenged transactions at the expense of other Charter stockholders. Charter denies any liability, believes that it has substantial defenses, and is vigorously defending this lawsuit. Although Charter is unable to predict the outcome of this lawsuit, it does not expect the outcome will have a material effect on its operations, financial condition or cash flows. The California Attorney General and the Alameda County, California District Attorney are investigating whether certain of Charter’s waste disposal policies, procedures and practices are in violation of the California Business and Professions Code and the California Health and Safety Code. That investigation was commenced in January 2014. A similar investigation involving TWC was initiated in February 2012. Charter is cooperating with these investigations. While the Company is unable to predict the outcome of these investigations, it does not expect that the outcome will have a material effect on its operations, financial condition, or cash flows. 19 CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (dollars in millions, except per share amounts and where indicated) Sprint filed a patent suit against Charter and Bright House on December 2, 2017 in the United States District Court for the District of Delaware. This suit alleges infringement of 9 patents related to the Company's provision of Voice over Internet Protocol (“VoIP”) services. Sprint previously sued TWC with respect to eight of these patents and obtained a final judgment of $ 151 million inclusive of interest and costs, which the Company paid in November 2019. The Company has also brought a patent suit against Sprint (TC Tech, LLC v. Sprint) in the United States District Court for the District of Delaware implicating Sprint's LTE technology and a similar suit against T-Mobile in the United States District Court for the Western District of Texas. Sprint filed a subsequent patent suit against Charter on May 17, 2018 in the United States District Court for the Eastern District of Virginia. This suit alleges infringement of two patents related to the Company's video on demand services. The court transferred this case to the United States District Court for the District of Delaware on December 20, 2018 pursuant to an agreement between the parties. On February 18, 2020, Sprint filed a lawsuit against Charter, Bright House and TWC. Sprint alleges that Charter misappropriated trade secrets from Sprint years ago through employees hired by Bright House. Sprint asserts that the alleged trade secrets relate to the VoIP business of Charter, TWC and Bright House. The case is now pending in the United States District Court for the District of Kansas. Charter, T-Mobile and Sprint have tentatively reached a settlement of all of the foregoing suits that would result in a payment of $ 220 million by Charter to T-Mobile. The Company can give no assurance that this tentative settlement will be finalized. Pending finalization of the settlement and in the event the settlement is not finalized, the Company will vigorously defend these Sprint suits and prosecute the suits it has brought against T-Mobile and Sprint. While the Company is unable to predict the outcome of these lawsuits, it does not expect that the litigation will have a material effect on its operations, financial condition, or cash flows. In addition to the Sprint litigation described above, the Company is a defendant or co-defendant in several additional lawsuits involving alleged infringement of various intellectual property relating to various aspects of its businesses. Other industry participants are also defendants in certain of these cases or related cases. In the event that a court ultimately determines that the Company infringes on any intellectual property, the Company may be subject to substantial damages and/or an injunction that could require the Company or its vendors to modify certain products and services the Company offers to its subscribers, as well as negotiate royalty or license agreements with respect to the intellectual property at issue. While the Company believes the lawsuits are without merit and intends to defend the actions vigorously, no assurance can be given that any adverse outcome would not be material to the Company’s consolidated financial condition, results of operations, or liquidity. The Company cannot predict the outcome of any such claims nor can it reasonably estimate a range of possible loss. The Company is party to other lawsuits, claims and regulatory inquiries that arise in the ordinary course of conducting its business. The ultimate outcome of these other legal matters pending against the Company cannot be predicted, and although such lawsuits and claims are not expected individually to have a material adverse effect on the Company’s consolidated financial condition, results of operations or liquidity, such lawsuits could have, in the aggregate, a material adverse effect on the Company’s consolidated financial condition, results of operations or liquidity. Whether or not the Company ultimately prevails in any particular lawsuit or claim, litigation can be time consuming and costly and injure the Company’s reputation. 21. Employee Benefit Plans The Company sponsors qualified defined and nonqualified defined benefit pension plans that provide pension benefits to a majority of employees who were employed by TWC before the merger with TWC. Pension benefits are based on formulas that reflect the employees’ years of service and compensation during their employment period. Actuarial gains or losses are changes in the amount of either the benefit obligation or the fair value of plan assets resulting from experience different from that assumed or from changes in assumptions. The Company has elected to follow a mark-to-market pension accounting policy for recording the actuarial gains or losses annually during the fourth quarter, or earlier if a remeasurement event occurs during an interim period. No future compensation increases or future service will be credited to participants of the pension plans given the frozen nature of the plans. 20 CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (dollars in millions, except per share amounts and where indicated) The components of net periodic pension benefit (costs) for the three months ended March 31, 2021 and 2020 are recorded in in other income (expenses), net in the consolidated statements of operations and consisted of the following: Three Months Ended March 31, 2021 2020 Interest cost $ ( 24 ) $ ( 28 ) Expected return on plan assets 42 38 Net periodic pension benefits $ 18 $ 10 The Company made no cash contributions to the qualified pension plans during the three months ended March 31, 2021 and 2020; however, the Company may make discretionary cash contributions to the qualified pension plans in the future. Such contributions will be dependent on a variety of factors, including current and expected interest rates, asset performance, the funded status of the qualified pension plans and management’s judgment. For the nonqualified unfunded pension plan, the Company will continue to make contributions during 2021 to the extent benefits are paid. 22. Recently Issued Accounting Standards ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity (“ASU 2020-06”) In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06, which reduces the number of accounting models for convertible instruments, amends diluted earnings per share calculations for convertible instruments and allows more contracts to qualify for equity classification. ASU 2020-06 will be effective for interim and annual periods beginning after December 15, 2021. Early adoption is permitted. The Company elected to early adopt ASU 2020-06 on January 1, 2021. The adoption of ASU 2020-06 did not have a material impact on the Company's consolidated financial statements. 21