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Item 9A. Controls and Procedures

2023-01-27 compared with 2022-01-28 · 566 added, 919 removed, 1302 unchanged (53% of the section changed)

15 unchanged sentences

Other Information.

Disclosure Regarding Foreign Jurisdiction that Prevent Inspections.

On January 26, 2023, Charter entered into an employment agreement (the “Fischer Employment Agreement”) with Jessica Fischer, our Chief Financial Officer.

The Fischer Employment Agreement, which is effective as of February 5, 2023, has a term ending February 5, 2025 (or upon an earlier termination of employment) and provides that Ms.

Fischer will continue to serve as Chief Financial Officer.

The Fischer Employment Agreement provides that Ms.

Fischer will receive an annual base salary of at least $800,000 and a target annual cash bonus opportunity of 150% of her annual base salary.

Fischer will also continue to participate in our employee benefit plans and receive perquisites as generally provided to our other senior executives.

In addition, consistent with Ms.

Fischer’s prior employment agreement, we will continue to reimburse Ms.

Fischer for all reasonable and necessary expenses incurred in connection with the performance of her duties.

If the employment of Ms.

Fischer is terminated involuntarily by us without cause or by her for good reason, she would be entitled to (a) a cash severance payment equal to two times the sum of her annual base salary and target annual bonus opportunity for the year in which the termination occurs, (b) a cash payment equal to the cost of COBRA coverage for 24 months, and (c) outplacement services for up to 12 months.

The termination benefits described above are subject to Ms.

Fischer’s execution of a release of claims in favor of Charter and its affiliates.

In addition, Ms.

Fischer has agreed to comply with covenants concerning non-disclosure of confidential information, assignment of intellectual property and non-disparagement of Charter and, for two years following termination, covenants concerning non-competition and non-solicitation of customers of Charter and its affiliates and, for one year following termination, covenants concerning non-solicitation of employees of Charter and its affiliates.

A copy of the Fischer Employment Agreement is filed herewith as Exhibit 10.71(b), and is incorporated herein by reference.

The foregoing description of the Fischer Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of that document.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance.

The information required by Item 10 will be included in the Proxy Statement under the headings “Election of Class A Directors,” “Section 16(a) Beneficial Ownership Reporting Requirements,” and “Code of Ethics,” or in amendment to this Annual Report on Form 10-K and is incorporated herein by reference.

The information required by Item 10 will be included in the Proxy Statement under the headings “Proposal No.

Election of Directors,” “Delinquent Section 16(a) Reports,” and “Code of Ethics,” or in amendment to this Annual Report on Form 10-K and is incorporated herein by reference.

Executive Compensation.

The information required by Item 11 will be included in the Proxy Statement under the headings “Executive Compensation,” “Election of Class A Directors – Director Compensation” and “Compensation Discussion and Analysis,” or in an amendment to this Annual Report on Form 10-K and is incorporated herein by reference.

Information contained in the Proxy Statement or an amendment to this Annual Report on Form 10-K under the caption “Report of Compensation and Benefits Committee” is furnished and not deemed filed with the SEC.

The information required by Item 11 will be included in the Proxy Statement under the headings “Compensation Discussion and Analysis,” “Proposal No.

Election of Directors – 2022 Director Compensation,” “Compensation Committee Interlocks and Insider Participation” and “Report of the Compensation and Benefits Committee” or in an amendment to this Annual Report on Form 10-K and is incorporated herein by reference.

Information contained in the Proxy Statement or an amendment to this Annual Report on Form 10-K under the caption “Report of the Compensation and Benefits Committee” is furnished and not deemed filed with the SEC.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by Item 12 will be included in the Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management” or in amendment to this Annual Report on Form 10-K and is incorporated herein by reference.

The information required by Item 12 will be included in the Proxy Statement under the heading “Certain Beneficial Owners of Charter Class A Common Stock” or in amendment to this Annual Report on Form 10-K and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence.

The information required by Item 13 will be included in the Proxy Statement under the heading “Certain Relationships and Related Transactions” and “Election of Class A Directors” or in amendment to this Annual Report on Form 10-K and is incorporated herein by reference.

Principal Accounting Fees and Services .

The information required by Item 13 will be included in the Proxy Statement under the heading “Certain Relationships and Related Transactions” and “Proposal No.

Election of Directors” or in amendment to this Annual Report on Form 10-K and is incorporated herein by reference.

Principal Accountant Fees and Services .

The information required by Item 14 will be included in the Proxy Statement under the heading “Accounting Matters” or in amendment to this Annual Report on Form 10-K and is incorporated herein by reference.

11 unchanged sentences

CHARTER COMMUNICATIONS, INC.,

/s/ Thomas M.

Chairman and Chief Executive Officer

/s/ Christopher L.

Christopher L.

President and Chief Executive Officer

January 27, 2023

6 unchanged sentences

Signature Title Date

/s/ Thomas M.

Rutledge Chairman, Chief Executive Officer, Director January 28, 2022

Rutledge (Principal Executive Officer)

/s/ Christopher L.

Winfrey President and Chief Executive Officer January 27, 2023

Christopher L.

Winfrey (Principal Executive Officer)

/s/ Jessica M.

2 unchanged sentences

Howard and Controller (Principal Accounting Officer)

/s/ Thomas M.

Rutledge Executive Chairman and Director January 27, 2023

Zinterhofer Director January 27, 2023

21 unchanged sentences

3.1 Amended and Restated Certificate of Incorporation of Charter Communications, Inc.

(incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of Charter Communications, Inc.

filed on May 19, 2016 (File No.

3.2 By-laws of Charter Communications, Inc.

as of May 18, 2016 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K of Charter Communications, Inc.

filed on May 19, 2016 (File No.

3.3 First Amendment to Bylaws of Charter Communications, Inc.

dated July 24, 2018 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of Charter Communications, Inc.

filed on July 30, 2018 (File No.

(incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on May 19, 2016 (File No.

3.2 Amended and Restated By-laws of Charter Communications, Inc.

as of July 26, 2022 (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q filed by Charter Communications, Inc.

on July 29, 2022 (File No.

4.1(a) Amended and Restated Stockholders Agreement, dated March 31, 2015, by and among Charter Communications, Inc., Liberty Broadband Corporation and Advance/Newhouse Partnership (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

3 unchanged sentences

4.2 Indenture dated as of November 5, 2014, by and among CCO Holdings, LLC, CCO Holdings Capital Corp.

and CCOH Safari, LLC, as Issuers, Charter Communications, Inc., as Parent Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the C urrent R eport on Form 8-K of Charter Communications, Inc.

filed on November 10, 2014 (File No.

and CCOH Safari, LLC, as Issuers, Charter Communications, Inc., as Parent Guarantor, 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 November 10, 2014 (File No.

4.3 Indenture, dated as of July 23, 2015, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp.

and CCO Safari II, LLC, as issuers, and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.1 to the C urrent R eport on Form 8-K filed by Charter Communications, Inc.

and CCO Safari II, LLC, as issuers, and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on July 27, 2015 (File No.

10.3 Exchange and Registration Rights Agreement, dated July 23, 2015 relating to the 3.579% Senior Secured Notes due 2020, 4.464% Senior Secured Notes due 2022, 4.908% Senior Secured Notes due 2025, 6.384% Senior Secured Notes due 2035, 6.484% Senior Secured Notes due 2045 and 6.834% Senior Secured Notes due 2055, between CCO Safari II, LLC and Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc.

and UBS Securities LLC, as representatives of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the C urrent R eport on Form 8-K filed by Charter Communications, Inc.

4.4 First Supplemental Indenture, dated as of July 23, 2015, among CCO Safari II, LLC, as escrow issuer, CCH II, LLC, as limited guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on July 27, 2015 (File No.

4.5 Form of 4.908% Senior Secured Notes due 2025 (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on July 27, 2015 (File No.

4.6 Form of 6.384% Senior Secured Notes due 2035 (incorporated by reference to Exhibit 4.6 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on July 27, 2015 (File No.

4.7 Form of 6.484% Senior Secured Notes due 2045 (incorporated by reference to Exhibit 4.7 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on July 27, 2015 (File No.

4.8 Form of 6.834% Senior Secured Notes due 2055 (incorporated by reference to Exhibit 4.8 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on July 27, 2015 (File No.

4.9 Indenture, dated as of November 20, 2015, among CCO Holdings, LLC, CCO Holdings Capital Corp.

and CCOH Safari, LLC, as issuers, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the C urrent R eport on Form 8-K filed by Charter Communications, Inc.

and CCOH Safari, LLC, as issuers, 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 November 25, 2015 (File No.

10.5 Seventh Supplemental Indenture, dated as of April 21, 2016, among CCO Holdings, LLC, CCO Holdings Capital Corp., Charter Communications, Inc., as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the C urrent R eport on Form 8-K filed by Charter Communications, Inc.

4.10 Seventh Supplemental Indenture, dated as of April 21, 2016, among CCO Holdings, LLC, CCO Holdings Capital Corp., Charter Communications, Inc., as guarantor, 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 April 27, 2016 (File No.

10.6 F orm of 5.500% Senior Notes due 2026 (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K of Charter Communications, Inc.

4.11 Form of 5.500% Senior Notes due 2026 (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K of Charter Communications, Inc.

filed April 27, 2016).

10.7 Exchange and Registration Rights Agreement, dated April 21, 2016, relating to the 5.500% Senior Notes due 2026, among CCO Holdings, LLC, CCO Holdings Capital Corp., Charter Communications, Inc., as guarantor, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the C urrent R eport on Form 8-K filed by Charter Communications, Inc.

on April 27, 2016 (File No.

10.8 Second Supplemental Indenture, dated as of May 18, 2016, by and among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., CCO Safari II, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.1 to the C urrent R eport on Form 8-K filed by Charter Communications, Inc.

4.12 Second Supplemental Indenture, dated as of May 18, 2016, by and among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., CCO Safari II, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on May 24, 2016 (File No.

10.9 Third Supplemental Indenture, dated as of May 18, 2016, by and among CCO Holdings, LLC, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.2 to the C urrent R eport on Form 8-K filed by Charter Communications, Inc.

4.13 Third Supplemental Indenture, dated as of May 18, 2016, by and among CCO Holdings, LLC, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on May 24, 2016 (File No.

10.10 Second Supplemental Indenture, dated as of May 18, 2016, by and among CCO Holdings, LLC, CCO Holdings Capital Corp., CCOH Safari, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.3 to the C urrent R eport on Form 8-K filed by Charter Communications, Inc.

4.14 Second Supplemental Indenture, dated as of May 18, 2016, by and among CCO Holdings, LLC, CCO Holdings Capital Corp., CCOH Safari, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on May 24, 2016 (File No.

10.11 Third Supplemental Indenture, dated as of February 6, 2017, among CCO Holdings, LLC, CCO Holdings Capital Corp., and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.1 to the C urrent R eport on Form 8-K filed by Charter Communications, Inc.

4.15 Third Supplemental Indenture, dated as of February 6, 2017, among CCO Holdings, LLC, CCO Holdings Capital Corp., and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on February 6, 2017 (File No.

10.12 Exchange and Registration Rights Agreement, dated February 6, 2017, relating to the 5.125% Senior Notes due 2027, among CCO Holdings, LLC, CCO Holdings Capital Corp., and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., UBS Securities LLC, and Wells Fargo Securities, LLC, as representatives of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the C urrent R eport on Form 8-K filed by Charter Communications, Inc.

4.16 Form of 5.125% Senior Notes due 2027 (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on February 6, 2017 (File No.

10.13 Exchange and Registration Rights Agreement, dated March 29, 2017, relating to the 5.125% Senior Notes due 2027, among CCO Holdings, LLC, CCO Holdings Capital Corp., and Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., UBS Securities LLC, and Wells Fargo Securities, LLC, as representatives of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the C urrent R eport on Form 8-K filed by Charter Communications, Inc.

on March 31, 2017 (File No.

10.14 Fifth Supplemental Indenture, dated as of April 20, 2017, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.3 to the C urrent R eport on Form 8-K filed by Charter Communications, Inc.

on April 26, 2017 (File No.

10.15 Exchange and Registration Rights Agreement, dated April 20, 2017, relating to the 5.125% Senior Notes due 2027, among CCO Holdings, LLC, CCO Holdings Capital Corp.

and Citigroup Global Markets Inc., as a representative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the Cur rent Report on Form 8-K filed by Charter Communications, Inc.

4.17 Fifth Supplemental Indenture, dated as of April 20, 2017, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on April 26, 2017 (File No.

10.16 Exchange and Registration Rights Agreement, dated April 20, 2017, relating to the 5.375% Senior Notes due 2047, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., the guarantors party thereto and Citigroup Global Markets Inc., as representative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Charter Communications, Inc.

4.18 Form of 5.375% Senior Secured Notes due 2047 (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on April 26, 2017 (File No.

1 unchanged sentence

on July 12, 2017 (File No.

10.18 Exchange and Registration Rights Agreement, dated July 6, 2017, relating to the 3.750% Senior Notes due 2028, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., the guarantors party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on July 12, 2017 (File No.

10.19 Exchange and Registration Rights Agreement, dated July 6, 2017, relating to the 5.375% Senior Notes due 2047, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., the guarantors party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Charter Communications, Inc.

4.20 Form of 3.750% Senior Secured Notes due 2028 (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on July 12, 2017 (File No.

2 unchanged sentences

on August 14, 2017 (File No.

10.21 Exchange and Registration Rights Agreement, dated August 8, 2017, relating to the 5.000% Senior Notes due 2028, among CCO Holdings, LLC, CCO Holdings Capital Corp.

and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

4.22 Form of 5.000% Senior Notes due 2028 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on August 14, 2017 (File No.

1 unchanged sentence

on September 21, 2017 (File No.

10.23 Exchange and Registration Rights Agreement, dated September 18, 2017, relating to the 4.200% Senior Secured Notes due 2028, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., the guarantors party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc., as representatives of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on September 21, 2017 (File No.

10.24 Exchange and Registration Rights Agreement, dated September 18, 2017, relating to the 5.375% Senior Secured Notes due 2047, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., the guarantors party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc., as representatives of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Charter Communications, Inc.

4.24 Form of 4.200% Senior Secured Notes due 2028 (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on September 21, 2017 (File No.

2 unchanged sentences

on October 20, 2017 (File No.

10.26 Exchange and Registration Rights Agreement, dated October 17, 2017, relating to the 5.000% Senior Notes due 2028, among CCO Holdings, LLC, CCO Holdings Capital Corp.

on October 20, 2017 (File No.

10.27 Exchange and Registration Rights Agreement, dated October 17, 2017, relating to the 4.000% Senior Notes due 2023, among CCO Holdings, LLC, CCO Holdings Capital Corp.

and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Charter Communications, Inc.

4.26 Form of 4.000% Senior Notes due 2023 (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on October 20, 2017 (File No.

2 unchanged sentences

333-222241)).

10.29 Underwriting Agreement, dated as of April 3, 2018, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., CCO Holdings, LLC, as parent guarantor, the subsidiary guarantors party thereto and Citigroup Global Markets Inc.

and Deutsche Bank Securities Inc., as representatives of the several underwriters named therein (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on April 6, 2018 (File No.

4.28 Ninth Supplemental Indenture, dated as of April 17, 2018, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., as issuers, CCO Holdings, LLC, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Charter Communications, Inc.

2 unchanged sentences

on April 20, 2018 (File No.

10.32 F orm of 5.750% Senior Secured Notes due 2048 (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by Charter Communications, Inc.

4.30 Form of 5.750% Senior Secured Notes due 2048 (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on April 20, 2018 (File No.

10.33 Underwriting Agreement, dated as of June 28, 2018, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., CCO Holdings, LLC, as parent guarantor, the subsidiary guarantors party thereto and Citigroup Global Markets Inc.

and Morgan Stanley & Co.

LLC, as representatives of the several underwriters named therein (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on July 3, 2018 (File No.

4.31 Tenth Supplemental Indenture, dated as of July 3, 2018, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., as issuers, CCO Holdings, LLC, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on July 9, 2018 (File No.

10.35 F orm of Senior Secured Floating Notes due 2024 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Charter Communications, Inc.

4.32 Form of Senior Secured Floating Notes due 2024 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on July 9, 2018 (File No.

1 unchanged sentence

on July 9, 2018 (File No.

10.37 Underwriting Agreement, dated as of August 9, 2018, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., CCO Holdings, LLC, as parent guarantor, the subsidiary guarantors party thereto and Morgan Stanley & Co.

LLC, as underwriter (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on August 15, 2018 (File No.

10.38 Underwriting Agreement, dated as of January 14, 2019, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., CCO Holdings, LLC, as parent guarantor, the subsidiary guarantors party thereto and Citigroup Global Markets Inc.

on January 17, 2019 (File No.

4.34 Twelfth Supplemental Indenture, dated as of January 17, 2019, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., as issuers, CCO Holdings, LLC, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on January 24, 2019 (File No.

10.40 F orm of 5.050% Senior Secured Notes due 2029 (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed by Charter Communications, Inc.

4.35 Form of 5.050% Senior Secured Notes due 2029 (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on January 24, 2019 (File No.

7 unchanged sentences

on May 30, 2019 (File No.

10.44 Exchange and Registration Rights Agreement, dated May 23, 2019, relating to the 5.375% Senior Notes due 2029, among CCO Holdings, LLC, CCO Holdings Capital Corp.

and Deutsche Bank Securities Inc., as representative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on May 30, 2019 (File No.

10.45 Underwriting Agreement, dated as of June 25, 2019, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., CCO Holdings, LLC, as parent guarantor, the subsidiary guarantors party thereto and Citigroup Global Markets Inc., J.P.

Morgan Securities LLC and Morgan Stanley & Co.

LLC, as representatives of the several underwriters named in Schedule I thereto (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on July 1, 2019 (File No.

4.39 Fourteenth Supplemental Indenture, dated as of July 10, 2019, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., as issuers, CCO Holdings, LLC, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed by Charter Communications, Inc.

2 unchanged sentences

on July 10, 2019 (File No.

10.48 Exchange and Registration Rights Agreement, dated July 10, 2019, relating to the 5.375% Senior Notes due 2029, among CCO Holdings, LLC, CCO Holdings Capital Corp.

on July 10, 2019 (File No.

4.41 Second Supplemental Indenture, dated as of October 1, 2019, among CCO Holdings, LLC, CCO Holdings Capital Corp.

3 unchanged sentences

on October 7, 2019 (File No.

10.51 Exchange and Registration Rights Agreement, dated October 1, 2019, relating to the 4.750% Senior Notes due 2030, among CCO Holdings, LLC, CCO Holdings Capital Corp.

and BofA Securities, Inc., as representative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on October 7, 2019 (File No.

4.43 Fifteenth Supplemental Indenture, dated as of October 24, 2019, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., as issuers, CCO Holdings, LLC, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed by Charter Communications, Inc.

2 unchanged sentences

on October 30, 2019 (File No.

10.54 Exchange and Registration Rights Agreement, dated October 24, 2019, relating to the 4.750% Senior Notes due 2030, among CCO Holdings, LLC, CCO Holdings Capital Corp.

on October 30, 2019 (File No.

10.55 Underwriting Agreement, dated as of December 2, 2019, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., CCO Holdings, LLC, as parent guarantor, the subsidiary guarantors party thereto and Deutsche Bank Securities Inc., Mizuho Securities USA LLC and Morgan Stanley & Co.

LLC, as representatives of the several underwriters named in Schedule I thereto (incorporated by reference to Exhibit 99.1 to the C urrent R eport on Form 8-K filed by Charter Communications, Inc.

on December 5, 2019 (File No.

10.56 Form of 4.800% Senior Secured Notes due 2050 (incorporated by reference to Exhibit 4.6 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on December 16, 2019 (File No.

10.57 Exchange and Registration Rights Agreement, dated December 16, 2019, relating to the 4.750% Senior Notes due 2030, among CCO Holdings, LLC, CCO Holdings Capital Corp.

and Citigroup Global Markets, Inc., as representative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on December 16, 2019 (File No.

4.45 Third Supplemental Indenture, dated as of February 18, 2020, among CCO Holdings, LLC, CCO Holdings Capital Corp.

3 unchanged sentences

on February 21, 2020 (File No.

10.60 Exchange and Registration Rights Agreement, dated February 18, 2020, relating to the 4.500% Senior Notes due 2030, among CCO Holdings, LLC, CCO Holdings Capital Corp.

and Deutsche Bank Securities, Inc., as representative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on February 21, 2020 (File No.

4.47 Fourth Supplemental Indenture, dated as of March 18, 2020, among CCO Holdings, LLC, CCO Holdings Capital Corp.

3 unchanged sentences

on March 23, 2020 (File No.

10.63 2030 Exchange and Registration Rights Agreement, dated March 18, 2020, relating to the 4.500% Senior Notes due 2030, among CCO Holdings, LLC, CCO Holdings Capital Corp.

on March 23, 2020 (File No.

10.64 2032 Exchange and Registration Rights Agreement, dated March 18, 2020, relating to the 4.500% Senior Notes due 2032, among CCO Holdings, LLC, CCO Holdings Capital Corp.

and Deutsche Bank Securities, Inc., as representative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on March 23, 2020 (File No.

10.65 Underwriting Agreement, dated as of April 14, 2020, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., CCO Holdings, LLC, as parent guarantor, the subsidiary guarantors party thereto and BofA Securities, Inc., J.P.

Morgan Securities LLC and Morgan Stanley & Co.

LLC, as representatives of the several underwriters named in Schedule I thereto (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on April 17, 2020 (File No.

4.49 Sixteenth Supplemental Indenture, dated as of April 17, 2020, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., as issuers, CCO Holdings, LLC, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Charter Communications, Inc.

9 unchanged sentences

on July 13, 2020 (File No.

10.71 Exchange and Registration Rights Agreement, dated July 9, 2020, relating to the 4.250% Senior Notes due 2031, among CCO Holdings, LLC, CCO Holdings Capital Corp.

and Morgan Stanley & Co.

LLC, as representative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on July 13, 2020 (File No.

10.72 Exchange and Registration Rights Agreement, dated July 24, 2020, relating to the 4.250% Senior Notes due 2031, among CCO Holdings, LLC, CCO Holdings Capital Corp.

and Morgan Stanley & Co.

LLC, as representative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on July 28, 2020) (File No.

10.73 Exchange and Registration Rights Agreement, dated October 12, 2020, relating to the 4.500% Senior Notes due 2032, among CCO Holdings, LLC, CCO Holdings Capital Corp.

on October 16, 2020 (File No.

10.74 Underwriting Agreement, dated as of November 19, 2020, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., CCO Holdings, LLC, as parent guarantor, the subsidiary guarantors party thereto and Deutsche Bank Securities Inc., J.P.

Morgan Securities LLC and Morgan Stanley & Co.

LLC, as representatives of the several underwriters named in Schedule I thereto (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on December 4, 2020 (File No.

4.54 Eighteenth Supplemental Indenture, dated as of December 4, 2020, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., as issuers, CCO Holdings, LLC, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Charter Communications, Inc.

10 unchanged sentences

on March 4, 2021 (File No.

10.81 Underwriting Agreement, dated as of February 18, 2021, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., CCO Holdings, LLC, as parent guarantor, the subsidiary guarantors party thereto and Credit Suisse Securities (USA) LLC, J.P.

Morgan Securities LLC and Morgan Stanley & Co.

LLC, as representatives of the several underwriters named in Schedule I thereto (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on March 4, 2021 (File No.

4.60 Sixth Supplemental Indenture, dated as of April 22, 2021, among CCO Holdings, LLC, CCO Holdings Capital Corp.

3 unchanged sentences

on April 27, 2021 (File No.

10.84 Exchange and Registration Rights Agreement, dated April 22, 2021, relating to the 4.500% Senior Notes due 2033, among CCO Holdings, LLC, CCO Holdings Capital Corp.

on April 27, 2021 (File No.

4.62 Twentieth Supplemental Indenture, dated as of June 2, 2021, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., as issuers, CCO Holdings, LLC, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.6 to the Current Report on Form 8-K filed by Charter Communications, Inc.

2 unchanged sentences

on June 2, 2021, 2021 (File No.

10.87 Exchange and Registration Rights Agreement, dated June 2, 2021, relating to the 4.500% Senior Notes due 2033, among CCO Holdings, LLC, CCO Holdings Capital Corp.

on June 2, 2021, 2021 (File No.

10.88 Underwriting Agreement, dated as of May 18, 2021, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., CCO Holdings, LLC, as parent guarantor, the subsidiary guarantors party thereto and Deutsche Bank Securities Inc., Miuho Securities USA LLC and Morgan Stanley & Co.

LLC, as representatives of the several underwriters named in Schedule I thereto (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on June 2, 2021 (File No.

4.64 Seventh Supplemental Indenture, dated as of August 16, 2021, among CCO Holdings, LLC, CCO Holdings Capital Corp.

3 unchanged sentences

on August 18, 2021 (File No.

10.91 Exchange and Registration Rights Agreement, dated August 16, 2021, relating to the 4.250% Senior Notes due 2034, among CCO Holdings, LLC, CCO Holdings Capital Corp.

and Morgan Stanley & Co.

LLC, as representative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on August 18, 2021 (File No.

10.92 Underwriting Agreement, dated as of September 27, 2021, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., CCO Holdings, LLC, as parent guarantor, the subsidiary guarantors party thereto and Citigroup Global Markets Inc., Deutsche Bank Securities Inc.

and Morgan Stanley & Co.

LLC, as representatives of the several underwriters named in Schedule I thereto (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on October 12, 2021 (File No.

4.66 Twenty-First Supplemental Indenture, dated as of October 12, 2021, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., as issuers, CCO Holdings, LLC, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Charter Communications, Inc.

12 unchanged sentences

on January 25, 2022 (File No.

10.99 Exchange and Registration Rights Agreement, dated January 19, 2022, relating to the 4.750% Senior Notes due 2032, among CCO Holdings, LLC, CCO Holdings Capital Corp.

and Deutsche Bank Securities Inc., as representative of the several Purchasers (as defined therein).

4.72 Twenty-Second Supplemental Indenture, dated as of March 15, 2022, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., as issuers, CCO Holdings, LLC, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent.

(incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on January 25, 2022 (File No.

on March 15, 2022 (File No.

4.73 Form of 4.400% Senior Notes due 2033 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on March 15, 2022 (File No.

4.74 Form of 5.250% Senior Notes due 2053 (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on March 15, 2022 (File No.

4.75 Form of 5.500% Senior Notes due 2063 (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on March 15, 2022 (File No.

4.76 Ninth Supplemental Indenture, dated as of August 9, 2022, among CCO Holdings, LLC, CCO Holdings Capital Corp.

and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on August 15, 2022 (File No.

4.77 Form of 6.375% Senior Notes due 2029 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on August 15, 2022 (File No.

4.78 Indenture, dated as of April 30, 1992 (the “TWCE Indenture”), as amended by the First Supplemental Indenture, dated as of June 30, 1992, among Time Warner Entertainment Company, L.P.

14 unchanged sentences

4.87 Tenth Supplemental Indenture to the TWCE Indenture, dated as of October 18, 2006, among Historic TW, TWE, TW NY Cable Holding Inc.

(“TW NY”), Time Warner NY Cable LLC (“TW NY Cable”), TWC, WCI, ATC and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.1 to Time Warner’s C urrent R eport on Form 8-K dated and filed October 18, 2006 (File No.

(“TW NY”), Time Warner NY Cable LLC (“TW NY Cable”), TWC, WCI, ATC and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.1 to Time Warner’s Current Report on Form 8-K dated and filed October 18, 2006 (File No.

4.88 Eleventh Supplemental Indenture to the TWCE Indenture, dated as of November 2, 2006, among TWE, TW NY, TWC and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 99.1 to Time Warner’s Current Report on Form 8-K dated and filed November 2, 2006 (File No.

7 unchanged sentences

4.93 Second Supplemental Indenture to the TWC Indenture, dated as of September 30, 2012, among TWC, TW NY, TWCE, TWC Internet Holdings II and The Bank of New York Mellon, as trustee, supplementing the Indenture dated April 9, 2007, as amended (incorporated herein by reference to Exhibit 4.1 to the TWC September 30, 2012 Form 8-K).

10.116 Third Supplemental Indenture, dated as of May 18, 2016, by and among Time Warner Cable Inc., TWC NewCo LLC and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (incorporated by reference to Exhibit 4.5 to the C urrent R eport on Form 8-K filed by Charter Communications, Inc.

4.94 Third Supplemental Indenture, dated as of May 18, 2016, by and among Time Warner Cable Inc., TWC NewCo LLC and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on May 24, 2016 (File No.

6 unchanged sentences

4.100 Form of TWC 5.75% Note due 2031 (incorporated herein by reference to Exhibit 4.1 to TWC’s Current Report on Form 8-K dated and filed with the SEC on May 26, 2011 (File No.

10.123 Form of TWC 5.5% Debenture due 2041 (incorporated herein by reference to Exhibit 4.2 to the TWC Current Report on Fo rm 8-K dated September 7, 2011 and filed with the SEC on September 12, 2 011 (File No.

4.101 Form of TWC 5.5% Debenture due 2041 (incorporated herein by reference to Exhibit 4.2 to the TWC Current Report on Form 8-K dated September 7, 2011 and filed with the SEC on September 12, 2011 (File No.

4.102 Form of TWC 4.5% Debenture due 2042 (incorporated herein by reference to Exhibit 4.1 to TWC’s Current Report on Form 8-K dated August 7, 2012 and filed with the SEC on August 10, 2012 (File No.

4.103 Form of TWC 5.25% Note due 2042 (incorporated herein by reference to Exhibit 4.1 to TWC’s Current Report on Form 8-K dated and filed with the SEC on June 27, 2012 (File No.

10.126 Amendment No.

5, dated as of August 24, 2015, to the Amended and Restated Credit Agreement dated as of April 11, 2012 between Charter Communications Operating, LLC, as borrower, CCO Holdings, LLC, as guarantor, and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Charter Communications, Inc.

filed on August 28, 2015 (File No.

10.127 Incremental Activation Notice, dated as of August 24, 2015 delivered by Charter Communications Operating, LLC, CCO Holdings, LLC, the subsidiary guarantors party thereto, each Term H Lender party thereto to, each Term I Lender party thereto and Bank of America, N.A., as Administrative Agent under the Amended and Restated Credit Agreement, dated as of April 11, 2012 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Charter Communications, Inc.

filed on August 28, 2015 (File No.

10.128 Escrow Credit Agreement, dated as of August 24, 2015, between CCO Safari III, LLC, as borrower, and Bank of America, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Charter Communications, Inc.

filed on August 28, 2015 (File No.

4.104* Description of Securities.

10.1 Exchange and Registration Rights Agreement, dated July 23, 2015 relating to the 3.579% Senior Secured Notes due 2020, 4.464% Senior Secured Notes due 2022, 4.908% Senior Secured Notes due 2025, 6.384% Senior Secured Notes due 2035, 6.484% Senior Secured Notes due 2045 and 6.834% Senior Secured Notes due 2055, between CCO Safari II, LLC and Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc.

and UBS Securities LLC, as representatives of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on July 27, 2015 (File No.

10.2 Exchange and Registration Rights Agreement, dated April 21, 2016, relating to the 5.500% Senior Notes due 2026, among CCO Holdings, LLC, CCO Holdings Capital Corp., Charter Communications, Inc., as guarantor, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on April 27, 2016 (File No.

10.3 Exchange and Registration Rights Agreement, dated February 6, 2017, relating to the 5.125% Senior Notes due 2027, among CCO Holdings, LLC, CCO Holdings Capital Corp., and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., UBS Securities LLC, and Wells Fargo Securities, LLC, as representatives of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on February 6, 2017 (File No.

10.4 Exchange and Registration Rights Agreement, dated March 29, 2017, relating to the 5.125% Senior Notes due 2027, among CCO Holdings, LLC, CCO Holdings Capital Corp., and Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., UBS Securities LLC, and Wells Fargo Securities, LLC, as representatives of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on March 31, 2017 (File No.

10.5 Exchange and Registration Rights Agreement, dated April 20, 2017, relating to the 5.125% Senior Notes due 2027, among CCO Holdings, LLC, CCO Holdings Capital Corp.

and Citigroup Global Markets Inc., as a representative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on April 26, 2017 (File No.

10.6 Exchange and Registration Rights Agreement, dated April 20, 2017, relating to the 5.375% Senior Notes due 2047, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., the guarantors party thereto and Citigroup Global Markets Inc., as representative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on April 26, 2017 (File No.

10.7 Exchange and Registration Rights Agreement, dated July 6, 2017, relating to the 3.750% Senior Notes due 2028, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., the guarantors party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on July 12, 2017 (File No.

10.8 Exchange and Registration Rights Agreement, dated July 6, 2017, relating to the 5.375% Senior Notes due 2047, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., the guarantors party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on July 12, 2017 (File No.

10.9 Exchange and Registration Rights Agreement, dated August 8, 2017, relating to the 5.000% Senior Notes due 2028, among CCO Holdings, LLC, CCO Holdings Capital Corp.

on August 14, 2017 (File No.

10.10 Exchange and Registration Rights Agreement, dated September 18, 2017, relating to the 4.200% Senior Secured Notes due 2028, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., the guarantors party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc., as representatives of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on September 21, 2017 (File No.

10.11 Exchange and Registration Rights Agreement, dated September 18, 2017, relating to the 5.375% Senior Secured Notes due 2047, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., the guarantors party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc., as representatives of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on September 21, 2017 (File No.

10.12 Exchange and Registration Rights Agreement, dated October 17, 2017, relating to the 5.000% Senior Notes due 2028, among CCO Holdings, LLC, CCO Holdings Capital Corp.

on October 20, 2017 (File No.

10.13 Exchange and Registration Rights Agreement, dated October 17, 2017, relating to the 4.000% Senior Notes due 2023, among CCO Holdings, LLC, CCO Holdings Capital Corp.

on October 20, 2017 (File No.

10.14 Exchange and Registration Rights Agreement, dated May 23, 2019, relating to the 5.375% Senior Notes due 2029, among CCO Holdings, LLC, CCO Holdings Capital Corp.

on May 30, 2019 (File No.

10.15 Exchange and Registration Rights Agreement, dated July 10, 2019, relating to the 5.375% Senior Notes due 2029, among CCO Holdings, LLC, CCO Holdings Capital Corp.

on July 10, 2019 (File No.

10.16 Exchange and Registration Rights Agreement, dated October 1, 2019, relating to the 4.750% Senior Notes due 2030, among CCO Holdings, LLC, CCO Holdings Capital Corp.

on October 7, 2019 (File No.

10.17 Exchange and Registration Rights Agreement, dated October 24, 2019, relating to the 4.750% Senior Notes due 2030, among CCO Holdings, LLC, CCO Holdings Capital Corp.

on October 30, 2019 (File No.

10.18 Exchange and Registration Rights Agreement, dated December 16, 2019, relating to the 4.750% Senior Notes due 2030, among CCO Holdings, LLC, CCO Holdings Capital Corp.

on December 16, 2019 (File No.

10.19 Exchange and Registration Rights Agreement, dated February 18, 2020, relating to the 4.500% Senior Notes due 2030, among CCO Holdings, LLC, CCO Holdings Capital Corp.

on February 21, 2020 (File No.

10.20 2030 Exchange and Registration Rights Agreement, dated March 18, 2020, relating to the 4.500% Senior Notes due 2030, among CCO Holdings, LLC, CCO Holdings Capital Corp.

on March 23, 2020 (File No.

10.21 2032 Exchange and Registration Rights Agreement, dated March 18, 2020, relating to the 4.500% Senior Notes due 2032, among CCO Holdings, LLC, CCO Holdings Capital Corp.

on March 23, 2020 (File No.

10.22 Exchange and Registration Rights Agreement, dated July 9, 2020, relating to the 4.250% Senior Notes due 2031, among CCO Holdings, LLC, CCO Holdings Capital Corp.

and Morgan Stanley & Co.

LLC, as representative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on July 13, 2020 (File No.

10.23 Exchange and Registration Rights Agreement, dated July 24, 2020, relating to the 4.250% Senior Notes due 2031, among CCO Holdings, LLC, CCO Holdings Capital Corp.

and Morgan Stanley & Co.

LLC, as representative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on July 28, 2020) (File No.

10.24 Exchange and Registration Rights Agreement, dated October 12, 2020, relating to the 4.500% Senior Notes due 2032, among CCO Holdings, LLC, CCO Holdings Capital Corp.

on October 16, 2020 (File No.

10.25 Exchange and Registration Rights Agreement, dated April 22, 2021, relating to the 4.500% Senior Notes due 2033, among CCO Holdings, LLC, CCO Holdings Capital Corp.

on April 27, 2021 (File No.

10.26 Exchange and Registration Rights Agreement, dated June 2, 2021, relating to the 4.500% Senior Notes due 2033, among CCO Holdings, LLC, CCO Holdings Capital Corp.

on June 2, 2021, 2021 (File No.

10.27 Exchange and Registration Rights Agreement, dated August 16, 2021, relating to the 4.250% Senior Notes due 2034, among CCO Holdings, LLC, CCO Holdings Capital Corp.

and Morgan Stanley & Co.

LLC, as representative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on August 18, 2021 (File No.

10.28 Exchange and Registration Rights Agreement, dated January 19, 2022, relating to the 4.750% Senior Notes due 2032, among CCO Holdings, LLC, CCO Holdings Capital Corp.

and Deutsche Bank Securities Inc., as representative of the several Purchasers (as defined therein).

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on January 25, 2022 (File No.

10.29 Exchange and Registration Rights Agreement, dated August 9, 2022, relating to the 6.375 % Senior Notes due 20 29 , among CCO Holdings, LLC, CCO Holdings Capital Corp.

and Morgan Stanley & Co.

LLC , as representative of the several Purchasers (as defined therein).

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on August 1 5, 2022 (File No.

10.30(a) Restatement Agreement dated as of May 18, 2016, by and among Charter Communications Operating, LLC, CCO Holdings, LLC, the subsidiary guarantors party thereto, Bank of America, N.A., as administrative agent and the lenders party thereto (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K of Charter Communications, Inc.

7 unchanged sentences

filed on December 28, 2017 (File No.

10.129(d) Incremental Activation Notice, dated as of May 18, 2016, by and among Charter Communications Operating, LLC, CCO Holdings, LLC, the subsidiary guarantors party thereto, Bank of America, N.A., as administrative agent and the lenders party thereto (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of Charter Communications, Inc.

filed on May 24, 2016 (File No.

10.130 Amendment No.

10.30(d) Amendment No.

1, dated as of January 24, 2019, to (i) the Amended and Restated Credit Agreement, dated as of March 18, 1999, as amended and restated on December 21, 2017, by and among Charter Communications Operating, LLC, CCO Holdings, LLC, certain subsidiaries of Charter Communications Operating, LLC, the lenders party thereto and Bank of America, N.A., as Administrative Agent and (ii) the Guarantee and Collateral Agreement, dated as of March 18, 1999, as amended and restated as of March 31, 2010, as further amended and restated on May 18, 2016, by and among Charter Communications Operating, LLC, CCO Holdings, LLC, certain subsidiaries of Charter Communications Operating, LLC and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on January 30, 2019 (File No.

10.131 Restatement Agreement, dated as of April 26 2019, to the Amended and Restated Credit Agreement, dated as of March 18, 1999, as amended and restated on December 21, 2017 and as amended by Amendment No.

1 as of January 24, 2019, by and among Charter Communications Operating, LLC, CCO Holdings, LLC, certain subsidiaries of Charter Communications Operating, LLC, the lenders party thereto and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.4 to the Q uarterly R eport on Form 10-Q of Charter Communications, Inc.

10.30(e) Restatement Agreement, dated as of April 26 2019, to the Amended and Restated Credit Agreement, dated as of March 18, 1999, as amended and restated on December 21, 2017 and as amended by Amendment No.

1 as of January 24, 2019, by and among Charter Communications Operating, LLC, CCO Holdings, LLC, certain subsidiaries of Charter Communications Operating, LLC, the lenders party thereto and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of Charter Communications, Inc.

filed April 30, 2019 (File No.

10.132 Amendment No.

10.30(f) Amendment No.

1, dated as of October 24, 2019, to the Amended and Restated Credit Agreement, dated as of March 18, 1999, as amended and restated on April 26, 2019, by and among Charter Communications Operating, LLC, CCO Holdings, LLC, certain subsidiaries of Charter Communications Operating, LLC, 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 October 30, 2019 (File No.

10.133 Collateral Agreement, dated as of May 18, 2016, by Charter Communications Operating, LLC, Charter Communications Operating Capital Corp.

and the other grantors party thereto in favor of The Bank of New York Mellon Trust Company, N.A., as collateral agent (incorporated by reference to Exhibit 10.6 to the C urrent R eport on Form 8-K of Charter Communications, Inc.

filed on May 24, 2016 (File No.

10.134 First Lien Intercreditor Agreement, dated as of May 18, 2016, by and among Charter Communications Operating, LLC, the other grantors party thereto, Bank of America, N.A., as credit agreement collateral agent for the credit agreement secured parties, The Bank of New York Mellon Trust Company, N.A., as notes collateral agent for the indenture secured parties, and each additional agent from time to time party thereto (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K of Charter Communications, Inc.

filed on May 24, 2016 (File No.

10.30(g) Amendment No.

2, dated as of May 26, 2022, to (i) the Amended and Restated Credit Agreement, dated as of March 18, 1999, as amended and restated on April 26, 2019 and as amended by Amendment No.

1 on October 24, 2019, by and among Charter Communications Operating, LLC, CCO Holdings, LLC, certain subsidiaries of Charter Communications Operating, LLC, the lenders party thereto and Bank of America, N.A., as administrative agent and (ii) the Amended and Restated Guarantee and Collateral Agreement, dated as of March 18, 1999, as amended and restated as of March 6, 2007, as amended and restated as of March 31, 2010, as amended and restated as of May 18, 2016 and as further amended as of January 24, 2019, by Charter Communications Operating, LLC, CCO Holdings, LLC, certain subsidiaries of Charter Communications Operating, LLC and the Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on June 2, 2022 (File No.

10.31 Joinder Agreement to Registration Rights Agreement, dated as of May 18, 2016, by and among CCO Safari II, LLC, CCH II, LLC, Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., CCO Holdings, LLC and the other guarantors party thereto (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K of Charter Communications, Inc.

4 unchanged sentences

filed May 24, 2016).

10.34 Incremental Activation Notice, dated as of May 18, 2016, by and among Charter Communications Operating, LLC, CCO Holdings, LLC, the subsidiary guarantors party thereto, Bank of America, N.A., as administrative agent and the lenders party thereto (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of Charter Communications, Inc.

filed on May 24, 2016 (File No.

10.35 Collateral Agreement, dated as of May 18, 2016, by Charter Communications Operating, LLC, Charter Communications Operating Capital Corp.

and the other grantors party thereto in favor of The Bank of New York Mellon Trust Company, N.A., as collateral agent (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K of Charter Communications, Inc.

filed on May 24, 2016 (File No.

10.36 First Lien Intercreditor Agreement, dated as of May 18, 2016, by and among Charter Communications Operating, LLC, the other grantors party thereto, Bank of America, N.A., as credit agreement collateral agent for the credit agreement secured parties, The Bank of New York Mellon Trust Company, N.A., as notes collateral agent for the indenture secured parties, and each additional agent from time to time party thereto (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K of Charter Communications, Inc.

filed on May 24, 2016 (File No.

10.37 Amended and Restated Limited Liability Company Agreement of Charter Communications Holdings, LLC, dated as of May 18, 2016, by and among Charter Holdings, Charter, CCH II, LLC, Advance/Newhouse Partnership and the other party or parties thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Charter Communications, Inc.

25 unchanged sentences

on September 2, 2011 (File No.

10.149+ Form of Non-Qualified Time Vesting Stock Option Agreement dated April 26, 2011 (incorporated by reference to Exhibit 10.3 to the Q uarterly R eport on Form 10-Q filed by Charter Communications, Inc.

10.48+ Form of Non-Qualified Time Vesting Stock Option Agreement dated April 26, 2011 (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed by Charter Communications, Inc.

on August 2, 2011 (File No.

30 unchanged sentences

10.61+ Form of Nonqualified Stock Option Agreement under the Charter Communications, Inc.

2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Q uarterly R eport on Form 10-Q of Charter Communications, Inc.

2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Charter Communications, Inc.

filed July 26, 2019 (File No.

11 unchanged sentences

2011 Stock Incentive Plan (incorporated herein by reference to Annex A to TWC’s definitive Proxy Statement dated April 6, 2011 and filed with the SEC on April 6, 2011).

10.168(a)+ Amended and Restated Employment Agreement between Thomas Rutledge and Charter Communications, Inc., dated October 27, 2020 (incorporated by reference to Exhibit 10.1 to the C urrent R eport on Form 8-K of Charter Communications, Inc.

filed on October 30, 2020 (File No.

10.165(b)+ Time-Vesting Stock Option Agreement dated as of December 19, 2011 by and between Charter Communications, Inc.

and Thomas M.

Rutledge (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on December 19, 2011 (File No.

10.168(c)+ Performance-Vesting Stock Option Agreement dated as of December 19, 2011 by and between Charter Communications, Inc.

10.67+ Amended and Restated Employment Agreement, dated as of September 20, 2022, by and between Charter Communications, Inc.

and Thomas M.

Rutledge (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on December 19, 2011 (File No.

10.169(a)+ Amended and Restated Employment Agreement between Charter Communications, Inc.

and John Bickham, dated December 23, 2020 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Charter Communications, Inc.

filed on December 28, 2020 (File No.

10.169(b)+ Time-Vesting Stock Option Agreement dated as of April 30, 2012 by and between Charter Communications, Inc.

and John Bickham (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on May 1, 2012 (File No.

10.169(c)+ Performance-Vesting Stock Option Agreement dated as of April 30, 2012 by and between Charter Communications, Inc.

and John Bickham (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on May 1, 2012 (File No.

001-33664)) .

10.170+ Employment Agreement between Charter Communications, Inc.

Howard, dated August 2, 2019 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on August 7, 2019 (File No.

10.171+ Employment Agreement dated as of July 27, 2021 by and between Charter Communications, Inc.

Ellen (incorporated by reference to Exhibit 10 .4 to the Quarterly Report on Form 10- Q of Charter Communications, Inc.

filed on July 30, 2021 (File No.

10.172+ Amended and Restated Employment Agreement dated as of October 19, 2021 by and between Charter Communications, Inc.

on September 21, 2022 (File No.

10.68(a)+ Employment Agreement, dated July 27, 2021, between Charter Communications, Inc.

Ellen (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed by Charter Communications, Inc.

on July 30, 2021 (File No.

10.68(b)+ Amendment to Employment Agreement, dated as of October 27, 2022, by and between Charter C ommunications, Inc.

Ellen (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q filed by Charter Communications, Inc.

on October 28, 2022 (File No.

10.69+ Amended and Restated Employment Agreement, dated as of September 20, 2022, by and between Charter Communications, Inc.

and Christopher L.

Winfrey (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Charter Communications, Inc.

filed on October 19, 2021 (File No.

10.173+ Employment Agreement dated as of February 5 , 2021 by and between Charter Communications, Inc.

Winfrey (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on September 21, 2022 (File No.

10.70+ Employment Agreement, dated as of September 20, 2022, by and between Charter Communications, Inc.

and Richard J.

DiGeronimo (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on September 21, 2022 (File No.

10.71(a)+ Employment Agreement , dated as of February 5, 2021 , by and between Charter Communications, Inc.

and Jessica Fischer (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Charter Communications, Inc.

filed on October 19, 2021 (File No.

10.71(b)+* Employment Agreement, dated as of January 26 , 2023, by and between Charter Communications, Inc.

and Jessica Fischer.

10.72(a)+* Employment Agreement, dated as of May 18, 2021, by and between Charter Communications, Inc.

and Jonathan Hargis.

10.72(b)+* Amendment to Employment Agreement, dated as of May 11, 2022, by and between Charter Communications, Inc.

and Jonathan Hargis.

10.73 Letter Agreement, dated as of December 23, 2016, between Charter Communications, Inc.

62 unchanged sentences

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

86 unchanged sentences

( 4,556 ) ( 4,037 ) ( 3,848 )

Other expenses, net ( 101 ) ( 255 ) ( 283 )

Other income (expenses), net 56 ( 101 ) ( 255 )

( 4,500 ) ( 4,138 ) ( 4,103 )

16 unchanged sentences

(dollars in millions)

Class A Common Stock Class B Common Stock Additional Paid-in Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Loss Total Charter Shareholders’ Equity Non-controlling Interests Total Shareholders’ Equity

Class A Common Stock Class B Common Stock Additional Paid-in Capital Retained Earnings (Accumulated Deficit) Total Charter Shareholders’ Equity Noncontrolling Interests Total Shareholders’ Equity

BALANCE, December 31, 2019 $ — $ — $ 31,405 $ 40 $ 31,445 $ 7,366 $ 38,811

2 unchanged sentences

Exercise of stock options — — 184 — 184 — 184

Changes in accumulated other comprehensive loss, net — — — — 2 2 — 2

Issuance of equity — — 23 — 23 — 23

Purchases and retirement of treasury stock — — ( 2,760 ) ( 8,457 ) ( 11,217 ) — ( 11,217 )

6 unchanged sentences

Exercise of stock options — — 44 — 44 — 44

Issuance of equity — — 23 — — 23 — 23

Purchases and retirement of treasury stock — — ( 3,297 ) ( 12,134 ) ( 15,431 ) — ( 15,431 )

Purchase of noncontrolling interest, net of tax — — ( 1,077 ) — ( 1,077 ) ( 808 ) ( 1,885 )

Change in noncontrolling interest ownership, net of tax — — 403 — — 403 ( 534 ) ( 131 )

Preferred unit conversion and change in noncontrolling interest ownership, net of tax — — 1,625 — 1,625 ( 2,153 ) ( 528 )

Distributions to noncontrolling interest — — — — — ( 75 ) ( 75 )

5 unchanged sentences

Purchase of noncontrolling interest, net of tax — — ( 681 ) — ( 681 ) ( 700 ) ( 1,381 )

Preferred unit conversion and change in noncontrolling interest ownership, net of tax — — 1,625 — — 1,625 ( 2,153 ) ( 528 )

Change in noncontrolling interest ownership, net of tax — — 497 — 497 ( 659 ) ( 162 )

Distributions to noncontrolling interest — — — — — ( 111 ) ( 111 )

24 unchanged sentences

Purchases of wireless spectrum licenses — — ( 464 )

Real estate investments through variable interest entities ( 128 ) ( 183 ) ( 148 )

Other, net ( 291 ) ( 199 ) ( 201 )

9 unchanged sentences

Distributions to noncontrolling interest ( 111 ) ( 75 ) ( 154 )

Borrowings for real estate investments through variable interest entities 130 120 —

Other, net ( 43 ) 83 138

17 unchanged sentences

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.

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.

Basis of Presentation

2 unchanged sentences

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.

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 2022 presentation.

Comprehensive income equaled net income attributable to Charter shareholders for the years ended December 31, 2022, 2021 and 2020.

Summary of Significant Accounting Policies

Information on other accounting policies and methods that the Company uses in the preparation of its consolidated financial statements are included, where applicable, in their respective footnotes.

Below is a discussion of accounting policies and methods used in the Company's consolidated financial statements that are not presented within other footnotes.

Consolidation

9 unchanged sentences

These investments are carried at cost, which approximates market value.

Property, Plant and Equipment

Additions to property, plant and equipment are recorded at cost, including all material, labor and certain indirect costs associated with the construction of cable transmission and distribution facilities.

While the Company’s capitalization is based on specific activities, once capitalized, costs are tracked on a composite basis by fixed asset category at the cable system level and not on a specific asset basis.

For assets that are sold or retired, the estimated historical cost and related accumulated

CHARTER COMMUNICATIONS, INC.

3 unchanged sentences

(dollars in millions, except share or per share data or where indicated)

depreciation is removed.

Costs associated with the placement of the customer drop to the dwelling and the placement of outlets within a dwelling along with the costs associated with the deployment of new customer premise equipment necessary to provide video, Internet or voice services are capitalized.

Costs capitalized include materials, direct labor and overhead costs.

The Company capitalizes direct labor and overhead using standards developed from actual costs and applicable operational data.

The Company calculates standards annually (or more frequently if circumstances dictate) for items such as the labor rates, overhead rates, and the actual amount of time required to perform a capitalizable activity.

Overhead costs are associated with the activities of the Company’s personnel and consist of compensation and other indirect costs associated with support functions.

Indirect costs primarily include employee benefits and payroll taxes, and vehicle and occupancy costs.

The costs of disconnecting service and removing customer premise equipment from a dwelling and the costs to reconnect a customer drop or to redeploy previously installed customer premise equipment are charged to operating expense as incurred.

Costs for repairs and maintenance are charged to operating expense as incurred, while plant and equipment replacement, including replacement of certain components, betterments, including replacement of cable drops and outlets, are capitalized.

Depreciation is recorded using the straight-line composite method over management’s estimate of the useful lives of the related assets as follows:

Cable distribution systems 6 - 22 years

Customer premise equipment and installations 3 - 8 years

Vehicles and equipment 6 - 21 years

Buildings and improvements 8 - 40 years

Furniture, fixtures and equipment 2 - 10 years

Asset Retirement Obligations

Certain of the Company’s franchise agreements and leases contain provisions requiring the Company to restore facilities or remove equipment in the event that the franchise or lease agreement is not renewed.

The Company expects to continually renew its franchise agreements and therefore cannot reasonably estimate any liabilities associated with such agreements.

A remote possibility exists that franchise agreements could be terminated unexpectedly, which could result in the Company incurring significant expense in complying with restoration or removal provisions.

The Company does not have any significant liabilities related to asset retirements recorded in its consolidated financial statements.

Valuation of Long-Lived Assets

4 unchanged sentences

No impairments of long-lived assets held for use were recorded in 2022, 2021 and 2020.

For non-strategic long-lived assets held for sale, the Company recorded impairments of approximately $ 36 million and $ 42 million during the years ended December 31, 2021 and 2019, respectively, to other operating expenses, net (see Note 15).

The primary leased asset classes of the Company include real estate, dark fiber, colocation facilities and other equipment.

The lease agreements include both lease and non-lease components, which the Company accounts for separately depending on the election made for each leased asset class.

For real estate and dark fiber leased asset classes, the Company accounts for lease and non-lease components as a single lease component and includes all fixed payments in the measurement of lease liabilities and lease assets.

For colocation facilities leased asset class, the Company accounts for lease and non-lease components separately including only the fixed lease payment component in the measurement of lease liabilities and lease assets.

CHARTER COMMUNICATIONS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021, 2020 AND 2019

(dollars in millions, except share or per share data or where indicated)

In addition to fixed lease payments, certain of the Company’s lease agreements include variable lease payments which are tied to an index or rate such as the change in the Consumer Price Index.

These variable payments are not included in the measurement of the lease liabilities and lease assets.

Lease assets and lease liabilities are initially recognized based on the present value of the future lease payments over the expected lease term.

As for most leases the implicit rate is not readily determinable, the Company uses a discount rate in determining the present value of future payments based on the yield-to-maturity of the Company’s secured publicly traded United States dollars denominated debt instruments interpolating the duration of the debt to the term of the executed lease.

The Company’s leases have base rent periods and some with optional renewal periods.

Leases with base rent periods of less than 12 months are not recorded on the balance sheet.

For purposes of measurement of lease liabilities, the expected lease terms may include renewal options when it is reasonably certain that the Company will exercise such options.

Based on conditions of the Company's existing leases and its overall business strategies, the majority of the Company's renewal options are not reasonably certain in determining the expected lease term.

The Company will periodically reassess expected lease terms (and purchase options, if applicable) based on significant triggering events or compelling economic reasons to exercise such options.

The Company’s primary lease income represents sublease income on certain real estate leases.

Sublease income is included in other revenue and presented gross from rent expense.

For customer premise equipment ("CPE") where such CPE would qualify as a lease, the Company applies the practical expedient to combine the operating lease with the subscription service revenue as a single performance obligation in accordance with revenue recognition accounting guidance as the subscription service is the predominant component.

Other Noncurrent Assets

Other noncurrent assets primarily include investments, wireless spectrum licenses, trademarks, customer contract costs and other intangible assets.

The Company accounts for its investments in less than majority owned investees under either the equity method or as equity securities.

The Company applies the equity method to investments when it has the ability to exercise significant influence over the operating and financial policies of the investee.

The Company’s share of the investee’s earnings (losses) is included in other expense, net in the consolidated statements of operations.

The Company monitors its investments for indicators that a decrease in investment value has occurred that is other than temporary.

If it has been determined that an investment has sustained an other than temporary decline in value, the investment is written down to fair value with a charge to earnings.

Investments acquired are measured at fair value utilizing the acquisition method of accounting.

The difference between the fair value and the amount of underlying equity in net assets for most equity method investments is due to previously unrecognized intangible assets at the investee.

These amounts are amortized as a component of equity earnings (losses), recorded within other expense, net over the estimated useful life of the asset.

Wireless spectrum licenses and trademarks have been determined to have an indefinite life and are tested annually for impairment.

Customer contract costs are deferred in other noncurrent assets for upfront costs incurred to obtain a customer contract and upfront costs to fulfill a customer contract, as further discussed below under the Customer Contract Costs accounting policy.

Revenue Recognition

Nature of Services

Residential Services

Residential customers are offered Internet, video, and voice services primarily on a subscription basis.

Residential customers may generally cancel their subscriptions at the end of their monthly service period without penalty.

Each subscription service provided is accounted for as a distinct performance obligation and revenue is recognized ratably over the monthly service period as the subscription services are delivered.

Each optional service purchased is generally accounted for as a distinct performance obligation when purchased and revenue is recognized when the service is provided.

Residential Internet customers receive data download and upload services with speeds dependent on the selected tier of service.

Customers are also offered a security suite, an in-home WiFi product, and an out-of-home WiFi service.

Internet revenues consist primarily of data services, WiFi service fees and Internet installation fees.

CHARTER COMMUNICATIONS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021, 2020 AND 2019

(dollars in millions, except share or per share data or where indicated)

Residential video customers have the option to purchase additional tiers of services, as well as video-on-demand (“VOD”) programming and pay-per-view programming on a per-event basis.

Video revenues consist primarily of revenues from the selected programming service tier, as well as VOD fees, pay-per-view fees, retransmission fees, regulatory fees, equipment service fees and video installation fees.

Residential voice customers receive unlimited local and long distance calling to United States, Canada, Mexico, and Puerto Rico, voicemail, call waiting, caller ID, call forward and other features.

Customers may also purchase international calling either by the minute, or through packages of minutes per month.

Voice revenues consist primarily of voice services and regulatory fees.

Small and Medium Business

Small and medium business ("SMB") customers are offered Internet, video and voice services similar to those provided to residential customers.

SMB customers may generally cancel their subscriptions at the end of their monthly service period without penalty.

Each subscription service provided is accounted for as a distinct performance obligation and revenue is recognized ratably over the monthly service period as the subscription services are delivered.

Services to enterprise clients include more tailored communications products and managed service solutions to larger businesses, as well as high-capacity last-mile data connectivity services to mobile and wireline carriers on a wholesale basis.

Services are primarily offered on a subscription basis with a contractually specified and non-cancelable service period.

Each subscription service provided is accounted for as a distinct performance obligation and revenue is recognized ratably over the contract period as the subscription services are delivered.

Enterprise subscription services are billed as monthly recurring charges to customers and related installation services, if applicable, are billed upon completion of the customer installation.

Installation services are not accounted for as distinct performance obligations, but rather a component of the connectivity services, and therefore upfront installation fees are deferred and recognized as revenue over the related contract period.

Advertising Services

The Company offers local, regional and national businesses the opportunity to advertise in individual and multiple service areas on cable television networks and digital outlets.

Placement of advertising is accounted for as a distinct performance obligation and revenue is recognized at the point in time when the advertising is distributed.

In some service areas, the Company has formed advertising interconnects or entered into representation agreements with other video distributors, under which the Company sells advertising on behalf of those distributors.

In other service areas, the Company has entered into representation agreements under which another operator in the area will sell advertising on the Company’s behalf.

For representation arrangements in which the Company controls the sale of advertising and acts as the principal to the transaction, the Company recognizes revenue earned from the advertising customer on a gross basis and the amount remitted to the distributor as an operating expense.

For other representation arrangements in which the Company does not control the sale of advertising and acts as an agent to the transaction, the Company recognizes revenue net of any fee remitted to the distributor.

The Company also offers mobile service to residential and SMB customers.

Mobile services are sold under unlimited data plans or by-the-gig data usage plans and revenue is recognized ratably over the monthly service period as the services are delivered.

Customers can purchase mobile equipment, including devices and accessory products, and have the option to pay for devices under interest-free monthly installment plans.

The Company does not impute interest on equipment installment plans sold through its direct channel as the inherent financing component is not considered significant based on the commercial objective of the plans, interest rates prevailing in the marketplace and credit risks of the Company's customers.

The sale of equipment is a separate performance obligation.

Revenue is recognized from the sale of equipment upon delivery and acceptance by the customer, as this is when control passes to the customer.

CHARTER COMMUNICATIONS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021, 2020 AND 2019

(dollars in millions, except share or per share data or where indicated)

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

Year Ended December 31,

2021 2020 2019

Internet $ 21,094 $ 18,521 $ 16,667

Video 17,630 17,432 17,607

Voice 1,598 1,806 1,920

Residential revenue 40,322 37,759 36,194

Small and medium business 4,170 3,964 3,868

Enterprise 2,573 2,468 2,556

Commercial revenue 6,743 6,432 6,424

Advertising sales 1,594 1,699 1,568

Mobile 2,178 1,364 726

Other 845 843 852

$ 51,682 $ 48,097 $ 45,764

Fees imposed on the Company by various governmental authorities are passed through on a monthly basis to the Company’s customers and are periodically remitted to authorities.

Fees of $ 1.1 billion for each of the years ended December 31, 2021, 2020 and 2019 are reported in video, voice, mobile and commercial revenues, on a gross basis with a corresponding operating expense because the Company is acting as a principal.

Certain taxes, such as sales taxes imposed on the Company’s customers, collected and remitted to state and local authorities, are recorded on a net basis because the Company is acting as an agent in such situations.

A significant portion of our revenue is derived from customers who may generally cancel their monthly subscriptions at the end of their monthly service period without penalty.

As such, the amount of revenue related to unsatisfied performance obligations is not necessarily indicative of the future revenue to be recognized from our existing customer base.

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

Significant Judgments in Evaluating Revenue Recognition

The Company often provides multiple services to a customer.

Provision of customer premise equipment, installation services, and additional service tiers may have a significant level of integration and interdependency with the subscription Internet, video, voice, or connectivity services provided.

Judgment is required to determine whether provision of customer premise equipment, installation services, and additional service tiers are considered distinct and accounted for separately, or not distinct and accounted for together with the subscription services.

Allocation of the transaction price to the distinct performance obligations in bundled service subscriptions requires judgment.

The transaction price for a bundle of services is frequently less than the sum of the standalone selling prices of each individual service.

The Company allocates the bundle discount among the services to which the discount relates based on the relative standalone selling prices of those services.

When available, directly observable standalone selling prices are used for the revenue allocation.

When certain services are not sold standalone, judgment is applied to determine appropriate standalone selling price assumptions for a given class of customers receiving such service.

The Company believes residential and SMB non-refundable upfront installation fees charged to customers, over a certain dollar threshold considered material to the customer, result in a material right to renew the contract as such fees are not required to be paid upon subsequent renewals.

These residential and SMB upfront fees are deferred over the period the fee remains material to the customer, which the Company has estimated to be approximately six months.

Estimation of the period the fee remains material to the customer requires consideration of both quantitative and qualitative factors including average installation fee, average revenue per customer, and customer behavior, among others.

For non-strategic long-lived assets held for sale, the Company recorded impairments of approximately $ 36 million during the year ended December 31, 2021 to other operating expenses, net (see Note 14).

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.

The Company estimates the fair value of its financial instruments 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 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.

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.

Government Assistance

The Company's government assistance during the year ending December 31, 2022 primarily consists of federal subsidies from the Rural Development Opportunity Fund (“RDOF”) and state broadband grants primarily funded by the American Rescue Plan Act of 2021 (“ARPA”).

The Company was a winning bidder in phase I of the RDOF auction of approximately $ 1.2 billion in federal subsidies to be received monthly over ten years to deploy and operate broadband services to unserved communities to more than one million estimated passings.

For accounting purposes, RDOF subsidies are recorded as other revenue since the primary conditions for the receipt of the subsidies are the build out and operation of the broadband network over the ten years.

During the year ended December 31, 2022, other revenues included approximately $ 107 million of RDOF subsidy revenue.

The Company has also been awarded broadband grants to construct broadband infrastructure to unserved and underserved communities by various state and local governments.

For accounting purposes state broadband grants are recorded as a reduction to property, plant and equipment, since the primary conditions for these grants are to build out the broadband network.

During the year ended December 31, 2022, the amount of state broadband grants recorded in the consolidated financial statements was not material.

CHARTER COMMUNICATIONS, INC.

3 unchanged sentences

(dollars in millions, except share or per share data or where indicated)

Deferred Revenue Contract Liabilities

Timing of revenue recognition may differ from the timing of invoicing to customers.

Residential, SMB, and enterprise customers are invoiced for subscription services in advance of the service period.

Deferred revenue liabilities, or contract liabilities, are recorded when the Company collects payments in advance of performing the services.

Deferred revenue liabilities, or contract liabilities, are also recorded when the Company invoices customers upfront for installation services that are recognized as revenue over time.

Residential and SMB installation revenues are deferred over the period the fee remains material to the customer.

Enterprise installation revenues are deferred using a portfolio approach over the average contract life of each enterprise service category.

As of December 31, 2021 and 2020, current deferred revenue liabilities consisting of customer prepayments of $ 405 million and $ 363 million, respectively, and upfront installation fees of $ 56 million and $ 73 million, respectively, were included in accounts payable and accrued liabilities.

As of December 31, 2021 and 2020, long-term deferred revenue liabilities consisting of enterprise upfront installation fees of $ 29 million and $ 35 million, respectively, were included in other long-term liabilities.

Customer Contract Costs

The Company recognizes an asset for incremental costs of obtaining a contract with a customer if the amortization period of those costs is expected to be longer than one year and the costs are expected to be recovered.

Enterprise sales commission costs meet the requirements to be deferred and, as a result, are recognized using a portfolio approach over a weighted-average contract period.

Deferred enterprise commission costs are included in other noncurrent assets in the consolidated balance sheet and totaled $ 142 million and $ 138 million as of December 31, 2021 and 2020, respectively.

As the amortization period of residential and SMB commissions costs is less than one year, the Company applies the practical expedient that allows such costs to be expensed as incurred.

The Company has determined that the amortization period associated with residential and SMB commission costs is less than one year based on qualitative and quantitative factors.

The Company recognizes an asset for costs incurred to fulfill a contract when those costs are directly related to services provided under the contract, generate or enhance resources of the entity that will be used in performing service obligations under the contract, and are expected to be recovered.

Right-of-entry costs represent upfront costs incurred related to agreements entered into with multiple dwelling units (“MDUs”) including landlords, real estate companies or owners to gain access to a building in order to market and service customers who reside in the building.

Right-of-entry costs meet the requirements to be deferred and, as a result, are recognized over the term of the contracts.

Deferred right-of-entry costs are included in other noncurrent assets in the consolidated balance sheet and totaled $ 354 million and $ 320 million as of December 31, 2021 and 2020, respectively.

Amortization expense of $ 76 million, $ 71 million and $ 67 million was included in regulatory, connectivity and produced content within operating costs and expenses in the consolidated statements of operations for the years ended December 31, 2021, 2020 and 2019, respectively.

Residential and SMB installation costs not capitalized into property, plant and equipment are expensed as incurred under cable industry-specific guidance.

Programming Costs

The Company has various contracts to obtain video programming from vendors whose compensation is typically based on a flat fee per customer.

The cost of the right to exhibit network programming under such arrangements is recorded in operating expenses in the month the programming is available for exhibition.

Programming costs are paid each month based on calculations performed by the Company and are subject to periodic audits performed by the programmers.

Certain programming contracts contain cash and non-cash consideration from the programmers.

If consideration received does not relate to a separate product or service, the Company recognizes the consideration on a straight-line basis over the life of the programming agreement as a reduction of programming expense.

Programming costs included in the statements of operations were $ 11.8 billion, $ 11.4 billion and $ 11.3 billion for the years ended December 31, 2021, 2020 and 2019, respectively.

Advertising Costs

Advertising costs associated with marketing the Company’s products and services are generally expensed as costs are incurred.

CHARTER COMMUNICATIONS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021, 2020 AND 2019

(dollars in millions, except share or per share data or where indicated)

Multiple-Element Transactions

In the normal course of business, the Company enters into multiple-element transactions where it is simultaneously both a customer and a vendor with the same counterparty or in which it purchases multiple products and/or services, or settles outstanding items contemporaneous with the purchase of a product or service from a single counterparty.

Transactions, although negotiated contemporaneously, may be documented in one or more contracts.

The Company’s policy for accounting for each transaction negotiated contemporaneously is to record each element of the transaction based on the respective estimated fair values of the products or services purchased and the products or services sold.

In determining the fair value of the respective elements, the Company refers to quoted market prices (where available), historical transactions or comparable cash transactions.

Cash consideration received from a vendor is recorded as a reduction in the price of the vendor’s product unless (i) the consideration is for the reimbursement of a specific, incremental, identifiable cost incurred, in which case the cash consideration received would be recorded as a reduction in such cost (e.g., marketing costs), or (ii) an identifiable benefit in exchange for the consideration is provided, in which case revenue would be recognized for this element.

Stock-Based Compensation

Restricted stock, restricted stock units and stock options are measured at the grant date fair value and amortized to stock compensation expense over the requisite service period.

The fair value of stock options is estimated on the date of grant using the Black-Scholes option-pricing model.

The grant date weighted average assumptions used during the years ended December 31, 2021, 2020 and 2019 were:

risk-free interest rate of 0.7 %, 1.4 % and 2.5 %, respectively;

expected lives of 5.9 years, 5.5 years and 4.9 years, respectively;

and expected volatility of 27 % for each year.

The Company’s volatility assumptions represent management’s best estimate and were based on a review of historical and implied volatility.

Expected lives were estimated using historical exercise data.

The valuations assume no dividends are paid.

The Company has elected an accounting policy to assume zero forfeitures for stock awards grants and account for forfeitures when they occur.

Defined Benefit Pension Plans

The Company sponsors qualified and unqualified defined benefit pension plans that provide pension benefits to a majority of employees who were employed by Time Warner Cable Inc.

("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.

The Company recognizes deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities and expected benefits of utilizing loss carryforwards.

Since substantially all the Company’s operations are held through its partnership interest in Charter Holdings, the primary deferred tax component recorded in the consolidated balance sheet relates to the excess financial reporting outside basis, excluding amounts attributable to nondeductible goodwill, over Charter’s tax basis in its investment in the partnership.

Valuation allowances are established when management determines that it is more likely than not that some portion or the entire deferred tax asset will not be realized.

The impact on deferred taxes of changes in tax rates and tax law, if any, applied to the years during which temporary differences are expected to be settled, are reflected in the consolidated financial statements in the period of enactment.

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.

Interest and penalties are recognized on uncertain income tax positions as part of the income tax provision.

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.

1 unchanged sentence

Under this organizational and reporting structure, the Company has one reportable segment.

Property, Plant and Equipment

For assets that are sold or retired, the estimated historical cost and related accumulated depreciation is removed.

Costs capitalized include materials, direct labor and overhead costs.

The Company capitalizes direct labor and overhead using standards developed from actual costs and applicable operational data.

Overhead costs are associated with the activities of the Company’s personnel and consist of compensation and other indirect costs associated with support functions.

Indirect costs primarily include employee benefits and payroll taxes, and vehicle and occupancy costs.

Depreciation is recorded using the straight-line composite method over management’s estimate of the useful lives of the related assets as follows:

Cable distribution systems 6 - 22 years

Customer premise equipment and installations 3 - 8 years

Vehicles and equipment 6 - 21 years

Buildings and improvements 8 - 40 years

Furniture, fixtures and equipment 2 - 10 years

The Company periodically evaluates the estimated useful lives used to depreciate its assets and the estimated amount of assets that will be abandoned or have minimal use in the future.

A significant change in assumptions about the extent or timing of future asset retirements, or in the Company’s use of new technology and upgrade programs, could materially affect future depreciation expense.

Depreciation expense for the years ended December 31, 2022, 2021 and 2020 was $ 7.6 billion, $ 7.7 billion, and $ 7.8 billion, respectively.

CHARTER COMMUNICATIONS, INC.

3 unchanged sentences

(dollars in millions, except share or per share data or where indicated)

Allowance for Doubtful Accounts

Activity in the allowance for doubtful accounts is summarized as follows for the years presented:

Year Ended December 31,

2021 2020 2019

Balance, beginning of period $ 217 $ 180 $ 129

Charged to expense 484 560 659

Uncollected balances written off, net of recoveries ( 544 ) ( 523 ) ( 608 )

Balance, end of period $ 157 $ 217 $ 180

Property, Plant and Equipment

Property, plant and equipment consists of the following as of December 31, 2022 and 2021:

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$ 36,039 $ 34,310

The Company periodically evaluates the estimated useful lives used to depreciate its assets and the estimated amount of assets that will be abandoned or have minimal use in the future.

Depreciation expense for the years ended December 31, 2021, 2020 and 2019 was $ 7.7 billion, $ 7.8 billion, and $ 7.8 billion, respectively.

The Company expects to continually renew its franchise agreements and therefore cannot reasonably estimate any liabilities associated with such agreements.

The Company does not have any significant liabilities related to asset retirements recorded in its consolidated financial statements.

Franchises, Goodwill and Other Intangible Assets

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Franchise assets are aggregated into essentially inseparable units of accounting to conduct valuations.

The units of accounting generally represent geographical clustering of the Company's cable systems into groups.

The Company assesses qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that

The franchise units of accounting are geographical clustering of cable systems representing the highest and best use groupings if sold to market participants.

The Company assesses qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that an indefinite lived intangible asset has been impaired.

If, after this optional qualitative assessment, the Company determines that it is not more likely than not that an indefinite lived intangible asset has been impaired, then no further quantitative testing is necessary.

In completing the qualitative impairment testing, the Company evaluates a multitude of factors that affect the fair value of its franchise assets.

Examples of such factors include environmental and competitive changes within the Company's operating footprint, actual and projected operating performance, the consistency of its operating margins, equity and debt market trends, including changes in its market capitalization, and changes in its regulatory and political landscape, among other factors.

The Company performed a qualitative assessment in 2022.

After consideration of the qualitative factors in 2022, the Company concluded that it is more likely than not that the fair value of the franchise assets in each unit of accounting exceeds the carrying value of such assets and therefore did not perform a quantitative analysis at the assessment date.

Periodically, the Company may elect to perform a quantitative analysis for impairment testing.

If the Company elects or is required to perform a quantitative analysis to test its franchise assets for impairment, the estimated fair value of franchises is determined utilizing an income approach model based on the present value of the estimated discrete future cash flows attributable to each of the intangible assets identified assuming a discount rate.

CHARTER COMMUNICATIONS, INC.

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(dollars in millions, except share or per share data or where indicated)

an indefinite lived intangible asset has been impaired.

In completing the qualitative impairment testing, the Company evaluates a multitude of factors that affect the fair value of our franchise assets.

Examples of such factors include environmental and competitive changes within our operating footprint, actual and projected operating performance, the consistency of our operating margins, equity and debt market trends, including changes in our market capitalization, and changes in our regulatory and political landscape, among other factors.

The Company performed a qualitative assessment in 2021.

After consideration of the qualitative factors in 2021, the Company concluded that it is more likely than not that the fair value of the franchise assets in each unit of accounting exceeds the carrying value of such assets and therefore did not perform a quantitative analysis at the assessment date.

Periodically, the Company may elect to perform a quantitative analysis for impairment testing.

If the Company elects or is required to perform a quantitative analysis to test its franchise assets for impairment, the methodology described below is utilized.

If a quantitative analysis is performed, the estimated fair value of franchises is determined utilizing an income approach model based on the present value of the estimated discrete future cash flows attributable to each of the intangible assets identified assuming a discount rate.

The fair value of franchises is determined based on estimated discrete discounted future cash flows using assumptions consistent with internal forecasts.

The franchise after-tax cash flow is calculated as the after-tax cash flow generated by the potential customers obtained.

The sum of the present value of the franchises’ after-tax cash flow in years 1 through 10 and the continuing value of the after-tax cash flow beyond year 10 yields the fair value of the franchises.

This approach makes use of unobservable factors such as projected revenues, expenses, capital expenditures, customer trends, and a discount rate applied to the estimated cash flows.

The determination of the franchise discount rate is derived from the Company’s weighted average cost of capital, which uses a market participant’s cost of equity and after-tax cost of debt and reflects the risks inherent in the cash flows.

The Company estimates discounted future cash flows using reasonable and appropriate assumptions including among others, penetration rates;

revenue growth rates;

operating margins;

and capital expenditures.

The assumptions are based on the Company’s and its peers’ historical operating performance adjusted for current and expected competitive and economic factors surrounding the cable industry.

The estimates and assumptions made in the Company’s valuations are inherently subject to significant uncertainties, many of which are beyond its control, and there is no assurance that these results can be achieved.

The primary assumptions for which there is a reasonable possibility of the occurrence of a variation that would significantly affect the measurement value include the assumptions regarding revenue growth, programming expense growth rates, the amount and timing of capital expenditures, actual customer trends and the discount rate utilized.

The Company has determined that it has one reporting unit for purposes of the assessment of goodwill impairment.

The fair value of the reporting unit is determined using both an income approach and market approach.

The Company’s income approach model used for its reporting unit valuation is consistent with that used for its franchise valuation noted above except that cash flows from the entire business enterprise are used for the reporting unit valuation.

The Company’s market approach model estimates the fair value of the reporting unit based on market prices in actual precedent transactions of similar businesses and market valuations of guideline public companies.

Goodwill is tested for impairment as of November 30 of each year , or more frequently as warranted by events or changes in circumstances.

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Customer relationships are recorded at fair value as of the date acquired less accumulated amortization.

Customer relationships, for valuation purposes, represent the value of the business relationship with existing customers, and are calculated by projecting the discrete future after-tax cash flows from these customers, including the right to deploy and market additional services to these customers.

The present value of these after-tax cash flows yields the fair value of the customer relationships.

The use of different valuation assumptions or definitions of franchises or customer relationships, such as our inclusion of the value of selling additional services to our current customers within customer relationships versus franchises, could significantly impact our valuations and any resulting impairment.

Customer relationships are amortized on an accelerated sum of years’ digits

CHARTER COMMUNICATIONS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021, 2020 AND 2019

(dollars in millions, except share or per share data or where indicated)

method over useful lives of 8 - 15 years based on the period over which current customers are expected to generate cash flows.

Customer relationships are amortized on an accelerated sum of years’ digits method over useful lives of 8 - 15 years based on the period over which current customers are expected to generate cash flows.

The Company periodically evaluates the remaining useful lives of its customer relationships to determine whether events or circumstances warrant revision to the remaining periods of amortization.

2 unchanged sentences

No impairment of customer relationships was recorded in the years ended December 31, 2022, 2021 or 2020.

The fair value of trademarks is determined using the relief-from-royalty method, a variation of the income approach, which applies a fair royalty rate to estimated revenue derived under the Company’s trademarks.

The fair value of the intangible is estimated to be the present value of the royalty saved because the Company owns the trademarks.

Royalty rates are estimated based on a review of market royalty rates in the communications and entertainment industries.

As the Company expects to continue to use each trademark indefinitely, trademarks have been assigned an indefinite life and are tested annually for impairment using either a qualitative analysis or quantitative analysis as elected by management.

As with the Company’s franchise impairment testing, in 2021 the Company elected to perform a qualitative trademark impairment assessment and concluded that trademarks are not impaired.

In 2020, the Company purchased approximately $ 464 million of Citizens Broadband Radio Service ("CBRS") priority access licenses from the Federal Communications Commission in its effort to support its mobile network.

The Company owns approximately $ 464 million of Citizens Broadband Radio Service ("CBRS") priority access licenses.

The wireless spectrum licenses are considered indefinite life intangible assets recorded in other noncurrent assets on the Company's consolidated balance sheets and payments (including deposits) are presented as an investing cash outflow on the Company’s statements of cash flows.

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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.

Investments are accounted for under the equity method of accounting or as equity securities, all of which are recorded in other noncurrent assets in the consolidated balance sheets as of December 31, 2022 and 2021.

The Company accounts for its investments in less than majority owned investees under either the equity method or as equity securities.

The Company applies the equity method to investments when it has the ability to exercise significant influence over the operating and financial policies of the investee.

The Company’s share of the investee’s earnings (losses) is included in other expense, net in the consolidated statements of operations.

The Company monitors its investments for indicators that a decrease in investment value has occurred that is other than temporary.

If it has been determined that an investment has sustained an other-than-temporary decline in value, the investment is written down to fair value with a charge to earnings.

Investments acquired are measured at fair value utilizing the acquisition method of accounting.

The difference between the fair value and the amount of underlying equity in net assets for most equity method investments is due to unrecognized intangible assets at the investee.

These amounts are amortized as a component of equity earnings (losses), recorded within other expense, net over the estimated useful life of the asset.

Investments consisted of the following as of December 31, 2022 and 2021:

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Total investments $ 1,155 $ 203

The Company's investments include entities that provide media measurement and analytic services;

develop applications to improve the security, control and privacy of connected devices in homes and businesses for broadband network operators;

sell national advertisements on behalf of multi-video program distributors;

and develop sports programming services.

For the years ended December 31, 2021, 2020 and 2019, net losses from investments were $ 176 million, $ 31 million and $ 135 million, respectively, which were recorded in other expenses, net in the consolidated statements of operations.

Net losses from investments for the years ended December 31, 2021, 2020 and 2019 included impairments on equity investments of approximately $ 165 million, $ 10 million and $ 121 million, respectively.

In June 2022, the Company and Comcast Corporation ("Comcast") entered into a 50/50 joint venture to develop and offer a next-generation streaming platform on a variety of streaming devices and smart TVs.

Comcast licensed its streaming platform and hardware to the joint venture and contributed the retail business for XClass TVs and Xumo, a streaming service it acquired in 2020.

The Company's investment is approximately $ 981 million with $ 271 million paid in 2022 and with the remaining non-cancelable required contributions to be paid over multiple years and recorded as liabilities as of December 31, 2022.

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

The Company's equity-method investments balances reflected in the table above includes differences between the acquisition date fair value of certain investments acquired and the underlying equity in the net assets of the investee, referred to as a basis difference.

1 unchanged sentence

The remaining unamortized basis difference was $ 432 million and $ 40 million as of December 31, 2022 and 2021, respectively.

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.

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

For the years ended December 31, 2022, 2021 and 2020, net losses from investments were $ 100 million, $ 176 million and $ 31 million, respectively, which were recorded in other income (expenses), net in the consolidated statements of operations.

CHARTER COMMUNICATIONS, INC.

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(dollars in millions, except share or per share data or where indicated)

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.

As the Company has determined that SPE Building 1 and SPE Building 2 (collectively, the "SPEs") are 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 December 31, 2021 and 2020 as follows.

Current assets $ 5 $ 3

Property, plant and equipment $ 635 $ 490

Current liabilities $ 57 $ 28

Other long-term liabilities $ 599 $ 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 December 31, 2021 and 2020, other long-term liabilities include $ 547 million and $ 400 million in SPE mortgage note liability, respectively.

Accounts Payable and Accrued Liabilities

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$ 10,555 $ 9,461

Operating lease expenses were $ 463 million, $ 439 million and $ 428 million for the years ended December 31, 2021, 2020 and 2019, respectively, inclusive of $ 140 million, $ 135 million and $ 130 million for the years ended December 31, 2021, 2020 and 2019, respectively, 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 $ 327 million and $ 300 million for the years ended December 31, 2021 and 2020, respectively.

The primary leased asset classes of the Company include real estate, dark fiber, colocation facilities and other equipment.

The lease agreements include both lease and non-lease components, which the Company accounts for separately depending on the election made for each leased asset class.

Lease assets and lease liabilities are initially recognized based on the present value of the future lease payments over the expected lease term.

The Company’s leases have base rent periods and some with optional renewal periods.

Leases with base rent periods of less than 12 months are not recorded on the balance sheet.

For purposes of measurement of lease liabilities, the expected lease terms may include renewal options when it is reasonably certain that the Company will exercise such options.

Operating lease expenses were $ 482 million, $ 463 million and $ 439 million for the years ended December 31, 2022, 2021 and 2020, respectively, inclusive 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 $ 345 million, $ 327 million and $ 300 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Operating lease right-of-use assets obtained in exchange for operating lease obligations were $ 221 million, $ 368 million and $ 378 million for the years ended December 31, 2022, 2021 and 2020, respectively.

CHARTER COMMUNICATIONS, INC.

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(dollars in millions, except share or per share data or where indicated)

Operating lease right-of-use assets obtained in exchange for operating lease obligations were $ 368 million and $ 378 million for the years ended December 31, 2021 and 2020, respectively.

Supplemental balance sheet information related to leases is as follows.

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Lease liabilities on consolidated balance sheet as of December 31, 2022

The Company has $ 64 million and $ 63 million of finance lease liabilities recognized in the consolidated balance sheets as of December 31, 2021 and 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.

CHARTER COMMUNICATIONS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021, 2020 AND 2019

(dollars in millions, except share or per share data or where indicated)

Long-Term Debt

Long-term debt consists of the following as of December 31, 2021 and 2020:

Principal Amount Accreted Value Principal Amount Accreted Value

CCO Holdings, LLC:

4.000 % senior notes due March 1, 2023

$ 500 $ 499 $ 500 $ 498

5.750 % senior notes due February 15, 2026

— — 2,500 2,475

5.500 % senior notes due May 1, 2026

750 747 1,500 1,492

5.875 % senior notes due May 1, 2027

5.125 % senior notes due May 1, 2027

3,250 3,228 3,250 3,225

5.000 % senior notes due February 1, 2028

2,500 2,475 2,500 2,472

5.375 % senior notes due June 1, 2029

1,500 1,500 1,500 1,501

4.750 % senior notes due March 1, 2030

3,050 3,043 3,050 3,042

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 3,002 3,000 3,001

4.500 % senior notes due May 1, 2032

2,900 2,927 2,900 2,928

4.500 % senior notes due June 1, 2033

1,750 1,729 — —

4.250 % senior notes due January 15, 2034

2,000 1,982 — —

Charter Communications Operating, LLC:

4.464 % senior notes due July 23, 2022

3,000 2,997 3,000 2,992

Senior floating rate notes due February 1, 2024 900 901 900 902

4.500 % senior notes due February 1, 2024

1,100 1,096 1,100 1,094

4.908 % senior notes due July 23, 2025

4,500 4,480 4,500 4,475

3.750 % senior notes due February 15, 2028

1,000 990 1,000 989

4.200 % senior notes due March 15, 2028

1,250 1,242 1,250 1,241

2.250 % senior notes due January 15, 2029

1,250 1,240 — —

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 1,585 1,600 1,583

2.300 % senior notes due February 1, 2032

1,000 992 1,000 991

6.384 % senior notes due October 23, 2035

2,000 1,984 2,000 1,983

5.375 % senior notes due April 1, 2038

800 787 800 786

3.500 % senior notes due June 1, 2041

1,500 1,483 — —

3.500 % senior notes due March 1, 2042

1,350 1,331 — —

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 2,393 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

2,400 2,322 — —

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

4.400 % senior notes due December 1, 2061

1,400 1,389 — —

CHARTER COMMUNICATIONS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021, 2020 AND 2019

(dollars in millions, except share or per share data or where indicated)

3.950 % senior notes due June 30, 2062

1,400 1,379 — —

Credit facilities 10,723 10,668 10,150 10,081

Time Warner Cable, LLC:

4.000 % senior notes due September 1, 2021

— — 1,000 1,008

5.750 % sterling senior notes due June 2, 2031 (a)

846 897 854 911

6.550 % senior debentures due May 1, 2037

1,500 1,662 1,500 1,668

7.300 % senior debentures due July 1, 2038

1,500 1,754 1,500 1,763

6.750 % senior debentures due June 15, 2039

1,500 1,700 1,500 1,706

5.875 % senior debentures due November 15, 2040

1,200 1,252 1,200 1,254

5.500 % senior debentures due September 1, 2041

1,250 1,257 1,250 1,258

5.250 % sterling senior notes due July 15, 2042 (b)

879 850 889 859

4.500 % senior debentures due September 15, 2042

1,250 1,148 1,250 1,145

Time Warner Cable Enterprises LLC:

8.375 % senior debentures due March 15, 2023

A summary of our debt as of December 31, 2022 and 2021 is as follows:

December 31, 2022 December 31, 2021

Principal Amount Carrying Value Fair Value Weighted Average Interest Rate Principal Amount Carrying Value Fair Value Weighted Average Interest Rate

Senior unsecured notes $ 26,650 $ 26,567 $ 22,426 4.8 % $ 23,950 $ 23,882 $ 24,630 4.7 %

Senior secured notes and debentures (a)

56,841 57,213 46,905 5.1 % 56,525 57,011 64,346 5.0 %

8.375 % senior debentures due July 15, 2033

Credit facilities (b)

13,877 13,823 13,467 5.9 % 10,723 10,668 10,665 1.6 %

Total debt $ 97,368 $ 97,603 $ 82,798 5.1 % $ 91,198 $ 91,561 $ 99,641 4.5 %

Less current portion:

4.000% senior notes due September 1, 2021 — — ( 1,000 ) ( 1,008 )

4.464% senior notes due July 23, 2022 ( 3,000 ) ( 2,997 ) — —

Long-term debt $ 88,198 $ 88,564 $ 81,143 $ 81,744

(a) Principal amount includes £ 625 million valued at $ 846 million and $ 854 million as of December 31, 2021 and 2020, respectively, using the exchange rate at that date.

(b) Principal amount includes £ 650 million valued at $ 879 million and $ 889 million as of December 31, 2021 and 2020, respectively, using the exchange rate at that date.

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.

The Company has availability under the Charter Operating credit facilities of approximately $ 3.9 billion as of December 31, 2021.

In 2021, CCO Holdings, LLC ("CCO Holdings") and CCO Holdings Capital Corp.

jointly issued $ 3.75 billion aggregate principal amount of senior unsecured notes at varying rates, prices and maturity dates, and Charter Operating and Charter Communications Operating Capital Corp.

jointly issued $ 9.8 billion aggregate principal amount of senior secured notes at varying rates, prices and maturity dates.

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.

In January 2022, CCO Holdings and CCO Holdings Capital Corp.

jointly issued $ 1.2 billion of 4.750 % senior unsecured notes due February 2032 at par.

The net proceeds were used for general corporate purposes, including to fund buybacks of Charter Class A common stock and Charter Holdings common units, to repay certain indebtedness and to pay related fees and expenses.

(a) Includes the Company's £ 625 million aggregate principal amount of fixed-rate British pound sterling denominated notes (the “Sterling Notes”) (remeasured at $ 755 million and $ 846 million as of December 31, 2022 and 2021, respectively, using the exchange rate at the respective dates) and the Company's £ 650 million aggregate principal amount of Sterling Notes (remeasured at $ 786 million and $ 879 million as of December 31, 2022 and 2021, respectively, using the exchange rate at the respective dates).

(b) The Company has availability under the Charter Operating credit facilities of approximately $ 4.0 billion as of December 31, 2022.

CHARTER COMMUNICATIONS, INC.

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(dollars in millions, except share or per share data or where indicated)

The estimated fair value of the Company’s senior unsecured and secured notes and debentures as of December 31, 2022 and 2021 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 2022, CCO Holdings, LLC ("CCO Holdings") and CCO Holdings Capital Corp.

jointly issued $ 2.7 billion aggregate principal amount of senior unsecured notes and Charter Operating and Charter Communications Operating Capital Corp.

jointly issued $ 3.5 billion aggregate principal amount of senior secured notes.

The notes were issued at varying rates, prices and maturity dates and 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.

During the years ended December 31, 2022, 2021 and 2020, the Company repurchased $ 3.0 billion, $ 5.1 billion and $ 10.7 billion, respectively, of various series of senior notes.

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

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

Year Ended December 31,

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Time Warner Cable, LLC notes redemption — 2 2

Charter Operating notes redemption ( 1 ) — —

Charter Operating credit facility refinancing

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In the event of specified change of control events, CCO Holdings must offer to purchase the outstanding CCO Holdings 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.

High-Yield Restrictive Covenants;

Limitation on Indebtedness.

The indentures governing the CCO Holdings notes contain certain covenants that restrict the ability of CCO Holdings, CCO Holdings Capital Corp.

7 unchanged sentences

• engage in certain transactions with affiliates;

• grant liens.

The above limitations in certain circumstances regarding incurrence of debt, payment of dividends and making investments contained in the indentures of CCO Holdings permit CCO Holdings and its restricted subsidiaries to perform the above, so long as, after giving pro forma effect to the above, the leverage ratio would be below a specified level for the issuer.

The maximum total leverage ratio under the indentures is 6.0 to 1.0 .

The leverage ratio was 4.1 as of December 31, 2021.

Charter Operating Notes

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

• grant liens (with respect to only CCO Holdings).

CHARTER COMMUNICATIONS, INC.

3 unchanged sentences

(dollars in millions, except share or per share data or where indicated)

obligations under the Charter Operating credit facilities.

The maximum total leverage ratio under the indentures is 6.0 to 1.0 .

The leverage ratio was 4.2 as of December 31, 2022.

Charter Operating Notes

The Charter Operating notes are guaranteed by CCO Holdings and substantially all of the subsidiaries of Charter Operating.

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.

The Charter Operating notes are subject to the terms and conditions of the indentures governing the Charter Operating notes.

The Charter Operating notes indentures contain customary representations and warranties and affirmative covenants with customary negative covenants, including restrictions on the ability of Charter Operating or any of its material subsidiaries to incur liens securing indebtedness for borrowed money and on the ability of Charter Operating to consolidate, merge or convey or transfer substantially all of their assets.

The Charter Operating indentures also contain customary events of default.

Charter Operating Credit Facilities

In May 2022, Charter Operating entered into an amendment to its credit agreement.

The Charter Operating credit facilities have an outstanding principal amount of $ 13.9 billion at December 31, 2022 as follows:

• term loan A-2 with a remaining principal amount of approximately $ 182 million, which is repayable in quarterly installments and aggregating $ 11 million in each loan year, with the remaining balance due at final maturity on March 31, 2023.

Pricing on term loan A-2 is LIBOR plus 1.50 %;

• term loan A-4 with a remaining principal amount of approximately $ 3.6 billion, which is repayable in quarterly installments and aggregating $ 202 million in each loan year, with the remaining balance due at final maturity on February 1, 2025.

Pricing on term loan A-4 is LIBOR plus 1.25 %;

• term loan A-5 with a remaining principal amount of approximately $ 5.9 billion, which is repayable in quarterly installments and aggregating $ 303 million in each loan year, with the remaining balance due at final maturity on August 31, 2027.

Pricing on term loan A-5 is Secured Overnight Financing Rate (“SOFR”) plus 1.25 %;

• term loan A-6 with a remaining principal amount of approximately $ 487 million, which is repayable in quarterly installments and aggregating $ 25 million in each loan year, with the remaining balance due at final maturity on August 31, 2028.

Pricing on term loan A-6 is SOFR plus 1.50 %;

• term loan B-1 with a remaining principal amount of approximately $ 2.3 billion, which is repayable in equal quarterly installments and aggregating $ 25 million in each loan year, with the remaining balance due at final maturity on April 30, 2025.

2 unchanged sentences

Pricing on term loan B-2 is LIBOR plus 1.75 %;

• a revolving loan with an outstanding balance of $850 million and allowing for borrowings of up to $ 4.75 billion, $ 249 million maturing on March 31, 2023 and $ 4.5 billion maturing on February 1, 2025.

Pricing on the revolving loan is LIBOR plus 1.50 % with a commitment fee of 0.30 % on the portion maturing in 2023 and LIBOR plus 1.25 % with a commitment fee of 0.20 % on the portion maturing in 2025.

• a revolving loan with an outstanding balance of $ 1.5 billion and allowing for borrowings of up to $ 5.5 billion maturing on August 31, 2027.

Pricing on the revolving loan is SOFR plus 1.25 % with a commitment fee based on Charter's corporate family rating and not to exceed 0.20 %.

As of December 31, 2022, $ 37 million of the revolving loan was utilized to collateralize a like principal amount of letters of credit out of $ 484 million of letters of credit issued on the Company’s behalf.

Amounts outstanding under the Charter Operating credit facilities bear interest, at Charter Operating’s election, at a base rate or LIBOR ( 0.10 % and 0.14 % as of December 31, 2021 and 2020, respectively), as defined, plus an applicable margin.

Amounts outstanding under the Charter Operating credit facilities bear interest, at Charter Operating’s election, at a base rate, SOFR or LIBOR, as defined, plus an applicable margin.

SOFR and LIBOR were both 4.4 % as of December 31, 2022 and as of December 31, 2021, LIBOR was 0.10 %.

The Charter Operating credit facilities also allow us to enter into incremental term loans in the future, with amortization as set forth in the notices establishing such term loans.

Although the Charter Operating credit facilities allow for the incurrence of a certain amount of incremental term loans subject to pro forma compliance with its financial maintenance covenants, no assurance can be given that the Company could obtain additional incremental term loans in the future if Charter Operating sought to do so or what amount of incremental term loans would be allowable at any given time under the terms of the Charter Operating credit facilities.

The obligations of Charter Operating under the Charter Operating credit facilities are guaranteed by CCO Holdings and substantially all of the subsidiaries of Charter Operating.

The obligations are also secured by (i) a lien on substantially all of the assets of Charter Operating and substantially all of its subsidiaries, to the extent such lien can be perfected under the Uniform Commercial Code by the filing of a financing statement, and (ii) a pledge of the equity interests directly or indirectly owned by Charter Operating in substantially all of its subsidiaries, as well as intercompany obligations owing to it and the guarantor subsidiaries by any of their affiliates.

Restrictive Covenants

The Charter Operating credit facilities contain representations and warranties, and affirmative and negative covenants customary for financings of this type.

The financial covenants measure performance against standards set for leverage to be tested as of the end of each quarter.

The Charter Operating credit facilities contain provisions requiring mandatory loan prepayments under specific circumstances, including in connection with certain sales of assets, so long as the proceeds have not been reinvested in the business.

Additionally, the Charter Operating credit facilities provisions contain an allowance for restricted payments with certain limitations.

The Charter Operating credit facilities permit Charter Operating and its subsidiaries

CHARTER COMMUNICATIONS, INC.

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(dollars in millions, except share or per share data or where indicated)

to make distributions to pay interest on the currently outstanding subordinated and parent company indebtedness, provided that, among other things, no default has occurred and is continuing under the Charter Operating credit facilities.

The Charter Operating credit facilities also contain customary events of default.

The obligations of Charter Operating under the Charter Operating credit facilities are guaranteed by CCO Holdings and substantially all of the subsidiaries of Charter Operating.

The Charter Operating credit facilities contain representations and warranties, and customary affirmative and negative covenants, including restrictions on the ability of Charter Operating or any of its subsidiaries to incur liens securing indebtedness for borrowed money and on the ability of Charter Operating to consolidate, merge or convey or transfer substantially all of its assets.

The financial covenants measure performance against standards set for leverage to be tested as of the end of each quarter.

The Charter Operating credit facilities also contain customary events of default and the right to cure with respect to any defaults or events of default.

Time Warner Cable, LLC Notes and Debentures

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Interest on each series of TWC, LLC senior notes and debentures is payable semi-annually (with the exception of the Sterling Notes, which is payable annually) in arrears.

The TWC, LLC indenture contains customary covenants relating to restrictions on the ability of TWC, LLC or any material subsidiary to create liens and on the ability of TWC, LLC and Time Warner Cable Enterprises LLC ("TWCE") to consolidate, merge or convey or transfer substantially all of their assets.

The TWC, LLC indenture also contains customary events of default.

The TWC, LLC indentures contain customary covenants relating to restrictions on the ability of TWC, LLC or any of its material subsidiaries to incur liens securing indebtedness for borrowed money and on the ability of TWC, LLC and Time Warner Cable Enterprises LLC ("TWCE") to consolidate, merge or convey or transfer substantially all of their assets.

The TWC, LLC indentures also contain customary events of default.

The TWC, LLC senior notes and debentures may be redeemed in whole or in part at any time at TWC, LLC’s option at a redemption price equal to the greater of (i) all of the applicable principal amount being redeemed and (ii) the sum of the present values of the remaining scheduled payments on the applicable TWC, LLC senior notes and debentures discounted to the redemption date on a semi-annual basis (with the exception of the Sterling Notes, which are on an annual basis), at a comparable government bond rate plus a designated number of basis points as further described in the indenture and the applicable note or debenture, plus, in each case, accrued but unpaid interest to, but not including, the redemption date.

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The TWCE senior debentures are not redeemable before maturity.

The TWCE indenture contains customary covenants relating to restrictions on the ability of TWCE or any material subsidiary to create liens and on the ability of TWC, LLC and TWCE to consolidate, merge or convey or transfer substantially all of their assets.

The TWCE indenture also contains customary events of default.

The TWCE indentures contain customary covenants relating to restrictions on the ability of TWC, TWCE or any of its subsidiaries to incur liens securing indebtedness for borrowed money and on the ability of TWC, LLC and TWCE to consolidate, merge or convey or transfer substantially all of their assets.

The TWCE indentures also contain customary events of default.

Limitations on Distributions

Distributions by the Company’s subsidiaries to a parent company for payment of principal on parent company notes are restricted under the CCO Holdings indentures and Charter Operating credit facilities discussed above, unless there is no default under the applicable indenture and credit facilities, and unless each applicable entity’s leverage ratio test is met at the time of such distribution.

As of December 31, 2021, there was no default under any of these indentures or credit facilities and each applicable entity met its applicable leverage ratio tests based on December 31, 2021 financial results.

There can be no assurance that they will satisfy these tests at the time of the contemplated distribution.

Distributions by Charter Operating for payment of principal on parent company (CCO Holdings) notes are further restricted by the covenants in its credit facilities.

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

Distributions by the Company’s subsidiaries to a parent company for payment of principal on parent company notes are restricted under the CCO Holdings indentures discussed above, 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 December 31, 2022, there was no default

CHARTER COMMUNICATIONS, INC.

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(dollars in millions, except share or per share data or where indicated)

under any of these indentures and CCO Holdings met its applicable leverage ratio tests based on December 31, 2022 financial results.

There can be no assurance that CCO Holdings will satisfy these tests at the time of the contemplated distribution.

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

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The timing and terms of any refinancing transactions will be subject to market conditions.

Interest payments on variable debt are estimated using amounts outstanding at December 31, 2021 and the average implied forward LIBOR rates applicable for the quarter during the interest rate reset based on the yield curve in effect at December 31, 2021.

Actual interest payments will differ based on actual LIBOR rates and actual amounts outstanding for applicable periods.

Interest payments on variable debt are estimated using amounts outstanding at December 31, 2022 and the average implied forward LIBOR or SOFR rates applicable for the quarter during the interest rate reset based on the yield curve in effect at December 31, 2022.

Actual interest payments will differ based on actual LIBOR and SOFR rates and actual amounts outstanding for applicable periods.

Based upon outstanding indebtedness as of December 31, 2022, the amortization of term loans, and the maturity dates for all senior and subordinated notes, total future principal and interest payments on the total borrowings under all debt agreements are as follows.

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BALANCE, December 31, 2019 209,975,963 1

Issuance of equity 55,294 —

Exercise of stock options 3,160,065 —

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BALANCE, December 31, 2020 193,730,992 1

Issuance of equity 55,294 —

Exercise of stock options 1,568,488 —

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In January 2023, the Company purchased from Liberty Broadband an additional 0.1 million shares of Charter Class A common stock for approximately $ 42 million.

As of December 31, 2021, Charter had remaining board authority to purchase an additional $ 1.9 billion of Charter’s Class A common stock and/or Charter Holdings common units, excluding purchases from Liberty Broadband.

As of December 31, 2022, Charter had remaining board authority to purchase an additional $ 414 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 March 2020, pursuant to the terms of the Amended and Restated Stockholders Agreement with Liberty Broadband, 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.

In March 2020, pursuant to the terms of the Amended and Restated Stockholders Agreement among Liberty Broadband, 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.

At the end of each fiscal year, Charter’s board of directors approves the retirement of the then currently outstanding treasury stock and those shares were retired as of December 31, 2022 and 2021.

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The convertible preferred units had a face amount of $ 2.5 billion and paid a 6 % annual preferred dividend which was paid quarterly in cash.

Net income of Charter Holdings attributable to A/N's preferred noncontrolling interest for financial reporting purposes was based on the preferred dividend which was $ 70 million for the year ended December 31, 2021 and $ 150 million for each of the years ended December 31, 2020 and 2019.

As of December 31, 2022, A/N held 18.2 million Charter Holdings common units which are exchangeable at any time into either Charter Class A common stock on a one-for-one basis, or, at Charter’s option, cash, based on the then current market price of Charter Class A common stock.

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 % prior to the conversion of the preferred units and 11 % after conversion during 2021 and 8 % during 2020 and 2019, and was $ 594 million, $ 303 million and $ 173 million for the years ended December 31, 2021, 2020 and 2019, respectively.

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 % during 2022, 7 % prior to the conversion of the preferred units and 11 % after conversion during 2021 and 8 % during 2020, and was $ 792 million, $ 594 million and $ 303 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Charter Holdings is required to make quarterly cash tax distributions (with annual true-ups) on a pro rata basis to its partners based on the partner with the highest proportionate cash tax requirement.

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Number of units purchased 3,171,681 3,274,391 2,637,483

Average price per unit $ 682.16 $ 554.37 $ 388.72

Amount of units purchased $ 1,602 $ 2,234 $ 1,462

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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.

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 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 $ 290 million and $ 184 million and is included in other long-term liabilities on its consolidated balance sheets as of December 31, 2021 and 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.

The fair value of the Company's cross-currency derivatives, which are classified within Level 2 of the valuation hierarchy, was $ 570 million and $ 290 million and is included in other long-term liabilities on its consolidated balance sheets as of December 31, 2022 and 2021, respectively.

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

Year Ended December 31,

2022 2021 2020

Change in fair value of cross-currency derivative instruments $ ( 280 ) $ ( 106 ) $ 40

Foreign currency remeasurement of Sterling Notes to U.S.

dollars 185 20 ( 55 )

Loss on financial instruments, net $ ( 95 ) $ ( 86 ) $ ( 15 )

CHARTER COMMUNICATIONS, INC.

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(dollars in millions, except share or per share data or where indicated)

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

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

Year Ended December 31,

2022 2021 2020

Change in fair value of cross-currency derivative instruments $ ( 106 ) $ 40 $ 13

Foreign currency remeasurement of Sterling Notes to U.S.

dollars 20 ( 55 ) ( 67 )

Loss on financial instruments, net $ ( 86 ) $ ( 15 ) $ ( 54 )

Fair Value Measurements

• Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

• 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 December 31, 2021 and 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 December 31, 2021 and 2020, accounts receivable, net on the consolidated balance sheets includes approximately $ 391 million and $ 338 million of current equipment installment plan receivables, respectively, and other noncurrent assets includes approximately $ 189 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 which are recorded in other-long term liabilities on the consolidated balance sheets and were valued at $ 290 million and $ 184 million as of December 31, 2021 and 2020, respectively.

The estimated fair value of the Company’s senior notes and debentures as of December 31, 2021 and 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.

Internet $ 22,222 $ 21,094 $ 18,521

Video 17,460 17,630 17,432

Voice 1,559 1,598 1,806

Residential revenue 41,241 40,322 37,759

Small and medium business 4,301 4,170 3,964

Enterprise 2,677 2,573 2,468

Commercial revenue 6,978 6,743 6,432

Advertising sales 1,882 1,594 1,699

Mobile 3,042 2,178 1,364

Other 879 845 843

$ 54,022 $ 51,682 $ 48,097

Residential Services

Residential customers are offered Internet, video, voice and mobile services primarily on a subscription basis.

Mobile services are sold under unlimited data plans or by-the-gig data usage plans.

The Company often provides multiple services to a customer.

The transaction price for a bundle of services may be less than the sum of the standalone selling prices of each individual service.

The Company allocates the bundle discount among the services to which the discount relates based on the relative standalone selling prices of those services.

Generally, directly observable standalone selling prices are used for the revenue allocation.

Customers are invoiced for subscription services in advance of the service period.

Each subscription service provided is accounted for as a distinct performance obligation and revenue is recognized ratably over the monthly service period as the subscription services are delivered.

Residential customers may generally cancel their subscriptions at the end of their monthly service period without penalty.

Each optional service purchased is generally accounted for as a distinct performance obligation when purchased and revenue is recognized when the service is provided.

For customer premise equipment ("CPE") where such CPE would qualify as a lease, the Company combines the operating lease with the subscription service revenue as a single performance obligation as the subscription service is the predominant component.

Installation fees are deferred over the period the fee remains material to the customer, which the Company has estimated to be approximately six months.

Sales commission costs are expensed as incurred as the amortization period is less than one year.

Right-of-entry costs are deferred as contract fulfillment costs and recognized over the term of the contracts.

Customers can purchase mobile equipment, including devices and accessory products, and have the option to pay for devices under interest-free monthly installment plans.

The sale of equipment is a separate performance obligation, therefore, revenue is recognized from the sale of equipment upon delivery and acceptance by the customer.

Fees imposed on the Company by various governmental authorities are passed through on a monthly basis to the Company’s customers and are periodically remitted to authorities.

Fees of $ 1.1 billion for each of the years ended December 31, 2022, 2021 and 2020 are reported in revenues on a gross basis with a corresponding operating expense because the Company is acting as a principal.

CHARTER COMMUNICATIONS, INC.

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(dollars in millions, except share or per share data or where indicated)

A summary of the carrying value and fair value of the Company’s debt at December 31, 2021 and 2020 is as follows:

Carrying Value Fair Value Carrying Value Fair Value

Senior notes and debentures $ 80,893 $ 88,976 $ 72,671 $ 84,163

Credit facilities $ 10,668 $ 10,665 $ 10,081 $ 10,063

Non-financial 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.

Commercial Services

Small and medium business ("SMB") customers are offered Internet, video voice and mobile services similar to those provided to residential customers.

SMB customers may generally cancel their subscriptions at the end of their monthly service period without penalty.

Each subscription service provided is accounted for as a distinct performance obligation and revenue is recognized ratably over the monthly service period as the subscription services are delivered.

Services are primarily offered on a subscription basis with a contractually specified and non-cancelable service period, which is generally one to seven years with a weighted average term of approximately three years.

Each subscription service provided is accounted for as a distinct performance obligation and revenue is recognized ratably over the contract period as the subscription services are delivered.

Enterprise subscription services are billed as monthly recurring charges to customers and related installation services, if applicable, are billed upon completion of the customer installation.

Enterprise sales commission costs are deferred and recognized using a portfolio approach over a weighted-average contract period.

Advertising Services

The Company offers local, regional and national businesses the opportunity to advertise in individual and multiple service areas on cable television networks and digital outlets.

Placement of advertising is accounted for as a distinct performance obligation and revenue is recognized at the point in time when the advertising is distributed.

In other service areas, the Company has entered into representation agreements under which another operator in the area will sell advertising on the Company’s behalf.

Other balances that are not separately presented on the consolidated balance sheets that relate to the recognition of revenue and collection of the related cash, as well as the deferred costs associated with our contracts with customers consist of the following for the periods presented:

Accounts receivable, net:

Equipment installment plan receivables, net $ 577 $ 391

Other noncurrent assets:

Equipment installment plan receivables, net $ 261 $ 189

Contract acquisition and fulfillment costs $ 505 $ 496

Accounts payables and accrued liabilities:

Customer prepayments and upfront deferred installation fees $ 511 $ 461

CHARTER COMMUNICATIONS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2022, 2021 AND 2020

(dollars in millions, except share or per share data or where indicated)

Activity in the allowance for doubtful accounts is summarized as follows for the years presented:

Year Ended December 31,

2022 2021 2020

Balance, beginning of period $ 157 $ 217 $ 180

Charged to expense 758 484 560

Uncollected balances written off, net of recoveries ( 696 ) ( 544 ) ( 523 )

Balance, end of period $ 219 $ 157 $ 217

Operating Costs and Expenses

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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.

Included in regulatory, connectivity and produced content costs are content acquisition costs for the Los Angeles Lakers’ basketball games and Los Angeles Dodgers’ baseball games, which are recorded as games are exhibited over the contract period.

Costs to service customers include costs related to field operations, network operations and customer care 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.

Marketing costs represent the costs of marketing to current and potential residential and commercial 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.

CHARTER COMMUNICATIONS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021, 2020 AND 2019

(dollars in millions, except share or per share data or where indicated)

Other Operating Expenses, Net

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$ 281 $ 329 $ 58

CHARTER COMMUNICATIONS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2022, 2021 AND 2020

(dollars in millions, except share or per share data or where indicated)

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") for the year ended December 31, 2021 discussed in Note 22, and employee termination costs.

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

For the year ended December 31, 2022, special charges, net also includes an impairment on non-strategic assets and is offset by a gain related to the settlement of a multiemployer pension plan.

For the year ended December 31, 2021, special charges, net also includes the $ 220 million settlement with Sprint Communications Company L.P.

and T-Mobile USA, Inc.

(Gain) loss on sale of assets, net

(Gain) loss on sale of assets, net represents the net (gain) loss recognized on the sales and disposals of fixed assets and cable systems including $ 36 million and $ 42 million impairments of non-strategic assets held for sale during the years ended December 31, 2021 and 2019, respectively.

Other Expenses, Net

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

(Gain) loss on sale of assets, net includes a $ 36 million impairment of non-strategic assets held for sale during the year ended December 31, 2021.

Other Income (Expenses), Net

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

Year Ended December 31,

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The stock incentive plan allows for the issuance of up to 16 million shares of Charter Class A common stock (or units convertible into Charter Class A common stock).

Restricted stock, restricted stock units and stock options are measured at the grant date fair value and amortized to stock compensation expense over the requisite service period.

The fair value of stock options is estimated on the date of grant using the Black-Scholes option-pricing model.

The grant date weighted average assumptions used during the years ended December 31, 2022, 2021 and 2020 were:

risk-free interest rate of 1.7 %, 0.7 % and 1.4 %, respectively;

expected lives of 5.7 years, 5.9 years and 5.5 years, respectively;

and expected volatility of 28 % during the year ended December 31, 2022 and 27 % during each of the years ended December 31, 2021 and 2020.

The Company’s volatility assumptions represent management’s best estimate and were based on a review of historical and implied volatility.

Expected lives were estimated using historical exercise data.

The valuations assume no dividends are paid.

The Company has elected an accounting policy to assume zero forfeitures for stock awards grants and account for forfeitures when they occur.

Stock options and restricted stock units generally cliff vest three years from the date of grant.

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Outstanding, end of period 1,266 $ 545.00 1,294 $ 449.03 1,651 $ 337.82

Valuation allowances are established when management determines that it is more likely than not that some portion or the entire deferred tax asset will not be realized.

In evaluating the need for a valuation allowance, management takes into account various factors, including the expected level of future taxable income, available tax planning strategies and reversals of existing taxable temporary differences.

There is considerable judgment involved in making such a determination.

The Company recognizes interest and penalties accrued on uncertain income tax positions as part of the income tax provision.

Substantially all of the Company’s operations are held through Charter Holdings and its direct and indirect subsidiaries.

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Deferred tax assets:

Loss carryforwards $ 325 $ 1,344

Carryforwards $ 375 $ 325

Accrued and other 512 612

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The deferred tax liabilities on the investment in partnership above includes approximately $ 54 million and $ 57 million net deferred tax liabilities relating to certain indirect subsidiaries that file separate state income tax returns at December 31, 2022 and 2021, respectively.

Valuation Allowance

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized.

As of December 31, 2021 and 2020, approximately $ 13 million and $ 9 million, respectively, of the valuation allowance is associated with federal capital loss carryforwards and $ 23 million for both time periods is associated with state tax loss carryforwards and other miscellaneous deferred tax assets.

Net Operating Loss Carryforwards

As of December 31, 2021, Charter had approximately $ 714 million of federal tax net operating loss carryforwards resulting in a gross deferred tax asset of approximately $ 150 million.

Federal tax net operating loss carryforwards expire in the years 2034 through 2035.

These losses resulted from the operations of Charter Communications Holdings Company, LLC ("Charter Holdco") and its subsidiaries and from loss carryforwards received as a result of the merger with TWC.

In addition, as of December 31, 2021, Charter had state tax net operating loss carryforwards, resulting in a gross deferred tax asset (net of federal tax benefit) of approximately $ 175 million.

State tax net operating loss carryforwards generally expire in the years 2022 through 2041.

After December 31, 2021, $ 714 million of Charter's federal tax loss carryforwards are subject to Section 382 and other restrictions.

Pursuant to these restrictions, Charter estimates that approximately $ 229 million annually over each of the next three years of federal tax loss carryforwards should become unrestricted and available for Charter’s use.

Charter’s state loss carryforwards are subject to similar, but varying, limitations on their future use.

Carryforwards

Charter has federal tax net operating loss carryforwards that expire in 2035 resulting from the operations of Charter Communications Holdings Company, LLC ("Charter Holdco") and its subsidiaries and from loss carryforwards received as a result of the merger with Time Warner Cable Inc.

In addition, Charter has state tax net operating loss carryforwards that generally expire in the years 2023 through 2042.

Charter's federal tax loss carryforwards are subject to Section 382 and other restrictions.

Also included in carryforwards is Charter's Section 163(j) interest limitation, which is based on interest expense that is not deductible in the current year due to taxable income limitations.

The limited interest carryforward has an indefinite carryforward period and will become deductible when Charter generates taxable income sufficient to overcome the limitation.

Tax Receivable Agreement

Under the LLC Agreement, A/N has the right to exchange at any time some or all of its common units in Charter Holdings for Charter’s Class A common stock or cash, at Charter’s option.

Pursuant to a Tax Receivable Agreement ("TRA") between Charter and A/N, Charter must pay to A/N 50 % of the tax benefit when realized by Charter from the step-up in tax basis resulting from any future exchange or sale of the preferred and common units.

Charter did not record a liability for this obligation as of the acquisition date since the tax benefit is dependent on uncertain future events that are outside of Charter’s

CHARTER COMMUNICATIONS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021, 2020 AND 2019

(dollars in millions, except share or per share data or where indicated)

control, such as the timing of a conversion or exchange.

Charter did not record a liability for this obligation as of the acquisition date since the tax benefit is dependent on uncertain future events that are outside of Charter’s control, such as the timing of a conversion or exchange.

A future exchange or sale is not based on a fixed and determinable date and the exchange or sale is not certain to occur.

3 unchanged sentences

The net amount of the unrecognized tax benefits recorded as of December 31, 2022 that could impact the effective tax rate is $ 430 million.

The Company has determined that it is reasonably possible that its existing reserve for uncertain tax positions as of December 31, 2021 could decrease by approximately $ 35 million during the year ended December 31, 2022 related to various ongoing audits, settlement discussions and expiration of statute of limitations with various state and local agencies;

The Company has determined that it is reasonably possible that its existing reserve for uncertain tax positions as

CHARTER COMMUNICATIONS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2022, 2021 AND 2020

(dollars in millions, except share or per share data or where indicated)

of December 31, 2022 could decrease by approximately $ 37 million during the year ended December 31, 2023 related to various ongoing audits, settlement discussions and expiration of statute of limitations with various state and local agencies;

however, various events could cause the Company’s current expectations to change in the future.

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BALANCE, December 31, 2020 $ 298

Additions on prior year tax positions 28

Activity on prior year tax positions ( 5 )

Additions on current year tax positions 94

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BALANCE, December 31, 2022 $ 515

The Company recognizes interest and penalties accrued on uncertain income tax positions as part of the income tax provision.

Interest and penalties included in other long-term liabilities on the accompanying consolidated balance sheets of the Company were $ 76 million and $ 63 million as of December 31, 2021 and 2020, respectively.

Charter is currently under examination by the Internal Revenue Service ("IRS") for income tax purposes for 2019.

Charter is currently under examination by the Internal Revenue Service ("IRS") for income tax purposes for 2016 and 2019.

Charter's 2020 and 2021 tax years remain open for examination and assessment.

Charter’s 2017 tax year remains open solely for purposes of loss and credit carryforwards.

Charter’s 2017 and 2018 tax years remain open solely for purposes of loss and credit carryforwards.

Charter’s short period return dated May 17, 2016 (prior to the merger with 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, 2019 and 2021.

Charter Holdings’ 2018 and 2020 tax years remain open for examination and assessment, while 2017 remains open solely for purposes of credit carryforwards.

Charter Holdings’ 2020 tax year remains open for examination and assessment, while 2017 and 2018 remain open solely for purposes of credit carryforwards.

The IRS is currently examining TWC’s income tax returns for 2011 through 2015.

TWC’s tax year 2015 remains subject to examination and assessment.

Prior to TWC’s separation from Time Warner Inc.

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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 IRS has examined Time Warner’s 2008 through 2010 income tax returns and the appeal results are being evaluated.

The Company does not anticipate that these examinations will have a material impact on the Company’s consolidated financial position or results of operations.

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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

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 20 million and 19 million for the years ended December 31, 2022 and 2021, respectively, and Charter Holdings common and convertible preferred units of 26 million for the year ended December 31, 2020

CHARTER COMMUNICATIONS, INC.

3 unchanged sentences

(dollars in millions, except share or per share data or where indicated)

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 19 million for the year ended December 31, 2021 and Charter Holdings common and convertible preferred units of 26 million and 29 million for the years ended December 31, 2020 and 2019, respectively, were not included in the computation of diluted earnings per share as their effect would have been antidilutive.

were not included in the 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 years presented.

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Diluted earnings per common share attributable to Charter shareholders $ 30.74 $ 24.47 $ 15.40

Comprehensive Income

Comprehensive income equaled net income attributable to Charter shareholders for the years ended December 31, 2021 and 2020.

The following table sets forth the consolidated statements of comprehensive income for the year ended December 31, 2019.

Year Ended December 31, 2019

Consolidated net income $ 1,992

Foreign currency translation adjustment 2

Consolidated comprehensive income

Comprehensive income attributable to noncontrolling interests

Comprehensive income attributable to Charter shareholders

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 or, in the case of the management arrangements, subsidiaries that are debt issuers that pay certain of their parent companies for services.

The following sets forth certain transactions in which the Company and the directors, executive officers, and other related parties of the Company are involved or, in the case of the management arrangements, subsidiaries that are debt issuers that pay certain of their parent companies for services.

Charter is a party to management arrangements with its subsidiary, Spectrum Management Holding Company, LLC ("Spectrum Management") and certain of their subsidiaries.

Under these agreements, Charter, Spectrum Management and Charter Communications Holding Company, LLC ("Charter Holdco") provide management services for the cable systems owned or operated by their subsidiaries.

Costs associated with providing these services are charged directly to the Company’s operating

CHARTER COMMUNICATIONS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021, 2020 AND 2019

(dollars in millions, except share or per share data or where indicated)

subsidiaries.

Under these agreements, Charter, Spectrum Management and Charter Holdco provide management services for the cable systems owned or operated by their subsidiaries.

Costs associated with providing these services are charged directly to the Company’s operating subsidiaries.

All other costs incurred on behalf of Charter’s operating subsidiaries are considered a part of the management fee.

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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.

Under the terms of the Stockholders Agreement, the number of Charter’s directors is fixed at 13.

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.

The remaining eight directors are not designated by either A/N or Liberty Broadband.

Each of A/N and Liberty Broadband is entitled to nominate at least one director to each of the committees of Charter’s board of directors, subject to applicable stock exchange listing rules and certain specified voting or equity ownership thresholds for each of A/N and Liberty Broadband, and provided that the Nominating and Corporate Governance Committee and the Compensation and Benefit Committee each have at least a majority of directors independent from A/N, Liberty Broadband and Charter (referred to as the “unaffiliated directors”).

Each of the Nominating and Corporate Governance Committee and the Compensation and Benefits Committee is currently comprised of three unaffiliated directors and one designee of each of A/N and Liberty Broadband.

A/N and Liberty Broadband also have certain other committee designation and other governance rights.

Thomas Rutledge, the Company’s CEO, is the chairman of the board of Charter.

A/N and Liberty Broadband also have certain other committee designation and governance rights.

Thomas Rutledge is the Executive Chairman of the board of Charter and Mr.

Christopher Winfrey, the Company’s President and CEO, is a non-voting board observer.

CHARTER COMMUNICATIONS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2022, 2021 AND 2020

(dollars in millions, except share or per share data or where indicated)

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.

Pursuant to the TRA between Charter and A/N, Charter must pay to A/N 50 % of the tax benefit when realized by Charter from the step-up in tax basis resulting from any future exchange or sale of the preferred and common units.

See Note 17 for more information.

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("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.

John Malone, a director emeritus of Charter, Chairman of the board of directors of Liberty Broadband and holder of 49.0 % of voting interest in Liberty Broadband, also serves on the Qurate board of directors.

As reported in SEC filings of Qurate, Mr.

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For the years ended December 31, 2022, 2021 and 2020, the Company recorded revenue in aggregate of approximately $ 43 million, $ 48 million and $ 50 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.

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 less than 1.0 % of the series A common stock, 95.0 % of the series B common stock and 3.7 % of the series C common stock of Discovery and has a 26.5 % 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 23.2 % voting interest for matters other than the election of

CHARTER COMMUNICATIONS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021, 2020 AND 2019

(dollars in millions, except share or per share data or where indicated)

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 years ended December 31, 2021, 2020 and 2019.

Equity Investments

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The table sets forth the aggregate guaranteed minimum commitments under the Company’s programming contracts.

CHARTER COMMUNICATIONS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2022, 2021 AND 2020

(dollars in millions, except share or per share data or where indicated)

(b) “Other” represents other guaranteed minimum commitments, including rights negotiated directly with content owners for distribution on company-owned channels or networks, commitments related to our role as an advertising and distribution sales agent for third party-owned channels or networks, commitments to our customer premise equipment and device vendors and contractual obligations related to third-party network augmentation.

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Franchise fees and other franchise-related costs included in the accompanying statement of operations were $ 730 million, $ 733 million and $ 741 million for the years ended December 31, 2022, 2021 and 2020 respectively.

• The Company has $ 351 million in letters of credit, of which $ 37 million is secured under the Charter Operating credit facility, primarily to its various casualty carriers as collateral for reimbursement of workers' compensation, auto liability and general liability claims.

• Minimum pension funding requirements have not been presented in the table above as such amounts have not been determined beyond 2021.

The Company made no cash contributions to the qualified pension plans in 2021;

however, the Company is permitted to make discretionary cash contributions to the qualified pension plans in 2022.

For the nonqualified pension plan, the Company contributed $ 4 million during 2021 and will continue to make contributions in 2022 to the extent benefits are paid.

• In December 2020, the Company won a bidding process for $ 1.2 billion in phase I of the Rural Digital Opportunity Fund (“RDOF”) auction to further extend its broadband services in states where it currently operate.

The Company expects to fund its multi-billion dollar fiber-based build-out over a six to eight-year period.

CHARTER COMMUNICATIONS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021, 2020 AND 2019

(dollars in millions, except share or per share data or where indicated)

• The Company has $ 484 million in letters of credit, of which $ 37 million is secured under the Charter Operating credit facility, primarily to its various casualty carriers as collateral for reimbursement of workers' compensation, auto liability and general liability claims, as well as $ 346 million of surety bonds.

Legal Proceedings

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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.

On January 12, 2023, the parties reached a tentative agreement to settle the lawsuit.

The settlement is subject to preliminary and final approval by the court and will result in a net payment to Charter as a result of the settlement of the derivative claims by the plaintiffs.

The Company cannot provide assurance that this tentative settlement will be finalized and approved by the court.

Pending finalization of the settlement and in the event the settlement is not finalized and approved by the court, the Company will continue to vigorously defend 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.

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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.

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.

In March 2020, Charter Communications, LLC (“CC, LLC”), an indirect subsidiary of the Company, was named as a defendant in a lawsuit filed in Dallas, Texas related to the fatal stabbing of an individual in her home by an off duty CC, LLC technician:

William Goff, as Personal Representative of Betty Jo McClain Thomas, deceased, et al.

Roy James Holden, Jr.

and Charter Communications, LLC, Case No.

CC-20-01579-E, pending in County Court at Law No.

5 for Dallas County, Texas.

The complaint alleged that CC, LLC was responsible for Mrs.

Thomas' death.

Following a two phase trial, the jury returned a verdict finding CC, LLC ninety percent at fault for Mrs.

Thomas’ death, and awarded compensatory damages of $ 375 million to plaintiffs and then awarded $ 7.0 billion in punitive damages to plaintiffs on July 26, 2022.

On October 7, 2022, plaintiffs filed a motion for a judgment that proposed a reduced total award of $ 1.1 billion.

The trial judge signed the judgment, and CC, LLC posted a $ 25 million bond to stay the judgment pending appeals.

On January 11, 2023, and after issuing a series of decreasing settlement demands over several months, the plaintiffs issued a new, lower settlement demand to CC, LLC and its insurers, and then on January 18, 2023, plaintiffs also filed a notice of remittitur with the court to further reduce the judgment to $ 262 million, comprised of $ 87 million in actual damages, and $ 175 million in punitive damages.

On January 24, 2023 and upon the insistence and demand of its insurers, CC, LLC reached a tentative settlement of this lawsuit at an amount substantially less than the reduced judgment and within CC, LLC’s insurance coverage.

In the event the settlement is not ultimately finalized, CC, LLC will continue to vigorously defend this lawsuit including pursuing all available appeals.

CHARTER COMMUNICATIONS, INC.

3 unchanged sentences

(dollars in millions, except share or per share data or where indicated)

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.

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.

3 unchanged sentences

Pension Plans

The Company sponsors qualified 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.

The Company sponsors qualified and unqualified 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.

Changes in the projected benefit obligation, fair value of plan assets and funded status of the pension plans from January 1 through December 31 are presented below:

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Interest cost 103 97

Actuarial (gain) loss ( 183 ) 436

Actuarial gain ( 1,032 ) ( 183 )

Settlement ( 146 ) ( 173 )

Benefits paid ( 56 ) ( 55 )

Projected benefit obligation at end of year (a)

$ 3,374 $ 3,688

Accumulated benefit obligation at end of year (a)

Projected benefit obligation at end of year

$ 2,243 $ 3,374

Accumulated benefit obligation at end of year $ 2,243 $ 3,374

Fair value of plan assets at beginning of year $ 3,457 $ 3,462

3 unchanged sentences

Benefits paid ( 56 ) ( 55 )

Fair value of plan assets at end of year (b)

$ 3,457 $ 3,462

Fair value of plan assets at end of year $ 2,583 $ 3,457

Funded status $ 340 $ 83

(a) As of December 31, 2021 and 2020, qualified pension plans represented $ 3.3 billion and $ 3.7 billion, respectively, of both the projected benefit obligation and accumulated benefit obligation, while the Company’s nonqualified pension plan represented $ 32 million and $ 36 million, respectively.

(b) The fair value of plan assets consists entirely of the Company’s qualified pension plans.

Pretax amounts recognized in the consolidated balance sheet as of December 31, 2021 and 2020 consisted of the following:

Noncurrent asset $ 114 $ 1

Current liability ( 4 ) ( 5 )

Long-term liability ( 27 ) ( 222 )

Net amounts recognized in consolidated balance sheet $ 83 $ ( 226 )

CHARTER COMMUNICATIONS, INC.

29 unchanged sentences

As the qualified pension plans reach set funded status milestones, the assets will be rebalanced to shift more assets from equity to fixed income.

Based on the progress with this strategy, the target investment allocation for pension fund assets is permitted to vary within specified ranges subject to Investment Committee approval for return-seeking securities

As of December 31, 2022, the target investment allocation for return-seeking securities was 20 %- 40 %, with the remaining in liability-matching securities.

The actual investment allocation as of December 31, 2022 was 42.1 % return-seeking and 57.9 % liability-matching.

CHARTER COMMUNICATIONS, INC.

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(dollars in millions, except share or per share data or where indicated)

and liability-matching securities.

The target and actual investment allocation of the qualified pension plans by asset category consisted of the following:

December 31, 2021 December 31, 2020

Target Allocation Actual Allocation Target Allocation Actual Allocation

Return-seeking securities 60.0 % 57.3 % 60.0 % 57.1 %

Liability-matching securities 40.0 % 42.6 % 40.0 % 42.8 %

Other investments — % 0.1 % — % 0.1 %

The following tables set forth the investment assets of the qualified pension plans by level within the fair value hierarchy as of December 31, 2022 and 2021:

2 unchanged sentences

Cash $ 6 $ 6 $ — $ 2 $ 2 $ —

Commingled bond funds (a)

1,398 — 1,398 1,449 — 1,449

Commingled equity funds (a)

1,160 — 1,160 1,255 — 1,255

Collective trust funds (b)

Collective trust funds (a)

1,858 — 1,858 2,708 — 2,708

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Accrued liabilities ( 25 ) ( 46 )

Investments measured at net asset value (c)

Investments measured at net asset value (b)

Fair value of plan assets $ 2,583 $ 3,457

(a) Commingled funds include bond funds with corporate and U.S.

treasury debt securities and equity funds with global equity index, infrastructure and real estate securities that have a readily determinable fair value and are valued using the net assets provided by the administrator of the fund.

The value of each fund is based on the fair value of underlying securities in the portfolio, which represents the amount that the fund might reasonably expect to receive for the securities upon a sale, less liabilities, and then divided by the number of units outstanding.

Equity securities within the funds are valued using observable inputs on either a daily or weekly basis and the resulting per share value serves as a basis for current redemption value.

Debt securities within the funds are valued based on observable prices from the new issue market, benchmark quotes, secondary trading and dealer quotes.

(b) Collective trust funds consist of short-term investment strategies comprised of instruments issued or fully guaranteed by the U.S.

(a) Collective trust funds consist of bond funds with corporate and U.S.

treasury debt securities, equity funds with global equity index, infrastructure and real estate securities and short-term investment strategies comprised of instruments issued or fully guaranteed by the U.S.

government and/or its agencies and multi-strategy funds, which are valued using the net assets provided by the administrator of the fund.

The value of each fund is based on the readily determinable fair value of the underlying assets owned by the fund, less liabilities, and then divided by the number of units outstanding.

(c) As a practical expedient, certain investment classes which hold securities that are not readily available for redemption and are measured at fair value using the net asset value ("NAV") per share (or its equivalent) have not been classified in the fair value hierarchy.

Investments Measured at Net Asset Value per Share Practical Expedient

The following table summarizes the investment classes for which fair value is measured using the NAV per share (or its equivalent) practical expedient as of December 31, 2021 and 2020.

These investment classes are not readily available for redemption.

The NAV of each fund is based on the fair value of underlying assets in the portfolio.

Certain investments report

CHARTER COMMUNICATIONS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021, 2020 AND 2019

(dollars in millions, except share or per share data or where indicated)

NAV per share on a month or quarter lag.

(b) As a practical expedient, certain investment classes which hold securities that are not readily available for redemption and are measured at fair value using the net asset value ("NAV") per share (or its equivalent) have not been classified in the fair value hierarchy.

The primary investment classes include alternative, fixed income and real estate funds.

Certain investments report NAV per share on a month or quarter lag.

There are no material unfunded commitments with respect to these investment classes.

December 31, Redemption Frequency (if currently eligible) Redemption Notice Period

Alternative funds (a)

$ 328 $ 283 weekly, monthly, quarterly 1-180 days

Fixed income funds (b)

95 148 daily, monthly 10-40 days

Real estate funds (c)

123 126 quarterly 45-90 days

Investments measured at NAV $ 546 $ 557

(a) The alternative fund investment class includes funds with various securities selected to provide complimentary sources of return with our equity and bond portfolios that better manage risk.

The Company’s alternative fund investments include holdings such as public equities, exchange traded derivatives, and corporate bonds, among others.

A portion of the alternative funds cannot be redeemed until the one year anniversary of the purchase date.

(b) Fixed income funds invest in residential and commercial mortgages, as well as global sovereign securities.

(c) Real estate funds are not publicly traded and invest primarily in unlisted direct core real estate, including super-regional malls, shopping centers, and commercial real estate (e.g.

education, healthcare and storage).

Pension Plan Contributions

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Benefit payments for the pension plans are expected to be $ 191 million in 2023, $ 180 million in 2024, $ 173 million in 2025, $ 167 million in 2026, $ 162 million in 2027 and $ 746 million in 2028 to 2032.

Multiemployer Plans

The Company contributes to multiemployer plans under the terms of collective-bargaining agreements that cover its union-represented employees.

Such multiemployer plans provide medical, pension and retirement savings benefits to active employees and retirees.

The Company made contributions to multiemployer plans of $ 3 million, $ 7 million and $ 9 million for the years ended December 31, 2021, 2020 and 2019, respectively.

As of December 31, 2021 and 2020, other long-term liabilities includes approximately $ 94 million and $ 98 million, respectively, related to the Company's withdrawal from a multiemployer pension plan.

Defined Contribution Benefit Plans

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The Company’s matching contribution is discretionary and is equal to 100 % of the amount of the salary reduction the participant elects to defer (up to 6 % of the participant’s eligible compensation), excluding any catch-up contributions and is paid by the Company on a per pay period basis.

The Company made contributions to the 401(k) plan totaling $ 328 million, $ 331 million and $ 303 million for the years ended December 31, 2021, 2020 and 2019, respectively.

For employees who are not eligible to participate in the Company’s long-term incentive plan and who are not covered by a collective bargaining agreement, the Company offers a contribution to the Retirement Accumulation Plan ("RAP"), equal to 3 % of eligible pay.

The Company made contributions to the RAP totaling $ 167 million, $ 162 million and $ 152 million for the years ended December 31, 2021, 2020 and 2019, respectively.

The Company made contributions to the 401(k) plan and RAP totaling $ 506 million, $ 495 million and $ 493 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Recently Issued Accounting Standards

2021-10, Disclosures by Business Entities about Government Assistance ("ASU 2021-10")

CHARTER COMMUNICATIONS, INC.

3 unchanged sentences

(dollars in millions, except share or per share data or where indicated)

Recently Issued Accounting Standards

2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity (“ASU 2020-06”)

In August 2020, the FASB issued 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.

2021-10, Disclosures by Business Entities about Government Assistance ("ASU 2021-10")

In November 2021, the FASB issued ASU 2021-10, which requires business entities to disclose information about certain government assistance they receive.

Such disclosure requirements include the nature of the transactions and the related accounting policy used, the line items on the balance sheet and income statement that are affected and the amounts applicable to each financial statement line item and significant terms and conditions of the transactions.

ASU 2021-10 will be effective for annual periods beginning after December 15, 2021 (year ending December 31, 2022 for the Company).

Early adoption is permitted.

The Company is currently evaluating the impact the adoption of ASU 2021-10 will have on it's disclosures.

ASU 2021-10 is effective for annual periods beginning after December 15, 2021 (year ending December 31, 2022 for the Company).

The Company adopted ASU 2021-10 for the year ended December 31, 2022 as discussed in Note 2.

Parent Company Only Financial Statements

1 unchanged sentence

The following condensed parent-only financial statements of Charter account for the investment in Charter Holdco under the equity method of accounting.

Comprehensive income equaled net income for the years ended December 31, 2022, 2021 and 2020.

The financial statements should be read in conjunction with the consolidated financial statements of the Company and notes thereto.

7 unchanged sentences

Loans receivable - related party 1 284

Other noncurrent assets — 1

Total assets $ 28,782 $ 33,471

2 unchanged sentences

Deferred income taxes 18,998 19,020

Loans payable - related party 16 —

Other long-term liabilities 511 356

21 unchanged sentences

(Parent Company Only)

Condensed Statements of Comprehensive Income

Year Ended December 31,

2021 2020 2019

Net income $ 4,654 $ 3,222 $ 1,668

Foreign currency translation adjustment — — 2

Comprehensive income $ 4,654 $ 3,222 $ 1,670

CHARTER COMMUNICATIONS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021, 2020 AND 2019

(dollars in millions, except share or per share data or where indicated)

Charter Communications, Inc.

(Parent Company Only)

Condensed Statements of Cash Flows

10 unchanged sentences

Purchase of treasury stock ( 10,277 ) ( 15,431 ) ( 11,217 )

Repayments of loans payable - related parties ( 1 ) ( 1 ) —

Net cash flows from related party loans 306 ( 1 ) ( 1 )

Net cash flows from financing activities ( 9,966 ) ( 15,388 ) ( 11,011 )

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures