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Item 9A. Controls and Procedures

2024-02-02 compared with 2023-01-27 · 353 added, 308 removed, 1560 unchanged (30% of the section changed)

13 unchanged sentences

Based on management’s assessment utilizing these criteria we believe that, as of December 31, 2023, our internal control over financial reporting was effective .

Our independent auditors, KPMG LLP, have audited our internal control over financial reporting as stated in their report on page F-2.

Our independent auditors, KPMG LLP, have audited our internal control over financial reporting as stated in their report as follows.

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

Charter Communications, Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited Charter Communications, Inc.

and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and December 31, 2022, the related consolidated statements of operations, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements), and our report dated February 1, 2024 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

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 company;

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.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

(signed) KPMG LLP

Louis, Missouri

February 1, 2024

Other Information.

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.

2 unchanged sentences

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.

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

Executive Compensation.

3 unchanged sentences

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 “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.

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 an 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 “Proposal No.

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

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

Election of Directors” or in an 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.

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

Exhibits and Financial Statement Schedules.

13 unchanged sentences

President and Chief Executive Officer

January 27, 2023

February 2, 2024

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard R.

Dykhouse and Kevin D.

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jamal H.

Haughton and Kevin D.

Howard, and each of them (with full power to each of them to act alone), his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign on his or her behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this annual report, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

3 unchanged sentences

/s/ Christopher L.

Winfrey President and Chief Executive Officer January 27, 2023

Winfrey President and Chief Executive Officer, Director February 2, 2024

Christopher L.

1 unchanged sentence

/s/ Jessica M.

Fischer Chief Financial Officer (Principal Financial Officer) January 27, 2023

Howard Executive Vice President, Chief Accounting Officer January 27, 2023

Fischer Chief Financial Officer (Principal Financial Officer) February 2, 2024

Howard Executive Vice President, Chief Accounting Officer February 2, 2024

Howard and Controller (Principal Accounting Officer)

/s/ Thomas M.

Rutledge Executive Chairman and Director January 27, 2023

Zinterhofer Director January 27, 2023

Lance Conn Director January 27, 2023

Goodman Director January 27, 2023

Jacobson Director January 27, 2023

/s/ Gregory Maffei Director January 27, 2023

Zinterhofer Non-Executive Chairman of the Board (Director) February 2, 2024

Lance Conn Director February 2, 2024

Goodman Director February 2, 2024

Jacobson Director February 2, 2024

/s/ Gregory Maffei Director February 2, 2024

Gregory Maffei

Director January 27, 2023

Merritt Director January 27, 2023

Meyer Director January 27, 2023

/s/ Steve Miron Director January 27, 2023

/s/ Balan Nair Director January 27, 2023

/s/ Michael Newhouse Director January 27, 2023

Director February 2, 2024

Merritt Director February 2, 2024

Meyer Director February 2, 2024

/s/ Steve Miron Director February 2, 2024

/s/ Balan Nair Director February 2, 2024

/s/ Michael Newhouse Director February 2, 2024

Michael Newhouse

/s/ Mauricio Ramos Director January 27, 2023

/s/ Mauricio Ramos Director February 2, 2024

Mauricio Ramos

10 unchanged sentences

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.

as of October 24, 2023 (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q filed by Charter Communications, Inc.

on October 27, 2023 (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.

31 unchanged sentences

on May 24, 2016 (File No.

4.15 Fourth Supplemental Indenture, dated as of November 1, 2016, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., as issuers, CCO Holdings, LLC, as parent guarantor, 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 Registration Statement on Form S-4 filed by CCO Holdings, LLC on October 6, 2017 (File No.

333- 220863 )).

4.16 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.

19 unchanged sentences

on September 21, 2017 (File No.

4.25 Fifth Supplemental Indenture, dated as of October 17, 2017, 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 4.3 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on October 20, 2017 (File No.

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.

4.26 Eighth Supplemental Indenture, dated as of December 21, 2017, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., CCO Holdings, LLC, the subsidiary guarantor parties thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.5 to Form S-3 filed by Charter Communications, Inc.

13 unchanged sentences

on July 9, 2018 (File No.

4.33 Eleventh Supplemental Indenture dated as of July 27, 2018 among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., 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 4.7 to Form S-3 filed by Charter Communications, Inc.

on October 30, 2023 (File No.

333-275214-116)).

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.

10 unchanged sentences

on May 30, 2019 (File No.

4.39 Thirteenth Supplemental Indenture dated as of June 21, 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 4.8 to Form S-3 filed by Charter Communications, Inc.

on October 30, 2023 (File No.

333-275214-116)).

4.40 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.

32 unchanged sentences

on July 13, 2020 (File No.

4.55 Seventeenth Supplemental Indenture dated as of November 19, 2020 among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., 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 4.9 to Form S-3 filed by Charter Communications, Inc.

on October 30, 2023 (File No.

333-275214-116)).

4.56 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.

52 unchanged sentences

on August 15, 2022 (File No.

4.80 Tenth Supplemental Indenture, dated as of February 13, 2023, among CCO Holdings, LLC, CCO Holdings Capital Corp.

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

on February 16, 2023 (File No.

4.81 Form of 7.375% Senior Notes due 2031 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on February 16, 2023 (File No.

4.82* Twenty-Third Supplemental Indenture, dated as of November 7, 2023, 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.

4.83 Twenty-Fourth Supplemental Indenture, dated as of November 10, 2023, 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 November 13, 2023 (File No.

4.84 Form of 6.150% Senior Notes due 2026 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on November 13, 2023 (File No.

4.85 Form of 6.650% Senior Notes due 2034 (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on November 13, 2023 (File No.

4.86 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.

36 unchanged sentences

4.111 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.

4.104* Description of Securities.

4.112 Description of Securities (incorporated herein by reference to Exhibit 4.104 to the Annual Report on Form 10-K filed by Charter Communications, Inc.

on January 27, 2023 (File No.

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.

26 unchanged sentences

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.

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 October 20, 2017 (File No.

10.13 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.

52 unchanged sentences

on August 15, 2022 (File No.

10.29 Exchange and Registration Rights Agreement, dated February 13, 2023, relating to the 7.375% 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 February 16, 2023 (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.

20 unchanged sentences

on June 2, 2022 (File No.

10.30(h) Amendment No.

3, dated as of February 10, 2023, to the Amended and Restated Credit Agreement, dated as of March 18, 1999, as amended and restated on April 26, 2019, as amended by Amendment No.

1 on October 24, 2019 and as further amended by Amendment No.

2 on May 26, 2022, by and among Charter Communications Operating, LLC, CCO Holdings, LLC, certain of Charter Communications Operating, LLC’s subsidiaries, the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on February 16, 2023 (File No.

10.30(i) Amendment No.

4, dated as of March 23, 2023, to the Amended and Restated Credit Agreement, dated as of March 18, 1999, as amended and restated on April 26, 2019, as amended by Amendment No.

1 on October 24, 2019 and as further amended by Amendment No.

2 on May 26, 2022 and as further amended by Amendment No.

3 on February 10, 2023, by and among Charter Communications Operating, LLC, CCO Holdings, LLC, certain of Charter Communications Operating, LLC’s subsidiaries, the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on March 29, 2023 (File No.

10.30(j) Amendment No.

5, dated as of December 7, 2023, to the Amended and Restated Credit Agreement.

dated as of March 18, 1999, as amended and restated on April 26, 2019, as amended by Amendment No.

1 on October 24, 2019 and as further amended by Amendment No.

2 on May 26, 2022 and as further amended by Amendment No.

3 on February 10, 2023 and as further amended by Amendment No.

4 on March 23, 2023, by and among Charter Communications Operating, LLC, CCO Holdings, LLC, certain of Charter Communications Operating, LLC’s subsidiaries, the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on December 13, 2023 (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.

79 unchanged sentences

filed July 26, 2019 (File No.

10.64+ Form of Performance-Vesting Stock Option Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on February 24, 2023 (File No.

10.65+ Form of Performance-Vesting Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on February 24, 2023(File No.

10.66+ Time Warner Cable Inc.

8 unchanged sentences

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.

10.70+ Employment Agreement, dated as of August 15, 2023, by and between Charter Communications, Inc.

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

on August 21, 2023 (File No.

10.71(a)+ Amended and Restated Employment Agreement, dated as of September 20, 2022, by and between Charter Communications, Inc.

and Christopher L.

1 unchanged sentence

on September 21, 2022 (File No.

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

10.71(b)+ Amendment to Amended and Restated Employment Agreement dated as of February 22, 2023 by and between Charter Communications Inc.

and Christopher L.

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

on February 24, 2023 (File No.

10.72(a)+ Employment Agreement, dated as of September 20, 2022, by and between Charter Communications, Inc.

and Richard J.

1 unchanged sentence

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.

10.72(b)+ Amendment to Employment Agreement dated as of February 22, 2023 by and between Charter Communications Inc.

and Richard J.

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

on February 24, 2023 (File No.

10.73+ Employment Agreement, dated as of January 26, 2023, by and between Charter Communications, Inc.

and Jessica Fischer (incorporated by reference to Exhibit 10.71(b) to the Annual Report on Form 10-K of Charter Communications, Inc.

filed on January 27, 2023 (File No.

10.74+* Employment Agreement, dated as of July 1, 2022, by and between Charter Communications, Inc.

and Adam Ray.

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

15 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).

101 The following financial information from Charter Communications, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission on January 27, 2023, formatted in iXBRL (inline eXtensible Business Reporting Language) includes:

97.1* Charter Communications, Inc.

Compensation Recovery Policy, effective as of October 1, 2023.

101 The following financial information from Charter Communications, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on February 2, 2024, formatted in iXBRL (inline eXtensible Business Reporting Language) includes:

(i) the Consolidated Balance Sheets;

21 unchanged sentences

Charter Communications, Inc.:

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Charter Communications, Inc.

and subsidiaries (the Company) as of December 31, 2022 and 2021, the related consolidated statements of operations, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2022, in conformity with U.S.

and subsidiaries (the Company) as of December 31, 2023 and December 31, 2022, the related consolidated statements of operations, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and December 31, 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023, in conformity with U.S.

generally accepted accounting principles.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 1, 2024 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

Our audits also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

2 unchanged sentences

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Testing of residential and commercial revenue

As discussed in Note 12 to the consolidated financial statements, the Company recorded residential and commercial revenue of $48.2 billion for the year ended December 31, 2022.

Testing of residential and SMB revenue

As discussed in Note 12 to the consolidated financial statements, the Company recorded residential and small and medium-sized business (SMB) revenue of $47.5 billion for the year ended December 31, 2023.

This revenue is derived primarily from monthly subscription charges from its Internet, video, and voice services.

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The processing and recording of revenue are reliant upon multiple information technology (IT) systems.

We identified the evaluation of the sufficiency of audit evidence over residential and commercial revenue as a critical audit matter.

Subjective auditor judgment was required in evaluating the sufficiency of audit evidence over residential and commercial revenue due to the volume of data and the number of accounting systems.

Specifically, obtaining an understanding of the systems and processes used in the Company’s recognition of residential and commercial revenue and evaluating the related internal controls required significant audit effort, including specialized skills and knowledge related to IT.

We identified the evaluation of the sufficiency of audit evidence over residential and SMB revenue as a critical audit matter.

Subjective auditor judgment was required in evaluating the sufficiency of audit evidence over residential and SMB revenue due to the volume of data and the number of accounting systems.

Specifically, obtaining an understanding of the systems and processes used in the Company’s recognition of residential and SMB revenue and evaluating the related internal controls required significant audit effort, including specialized skills and knowledge related to IT.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s residential and commercial revenue processes.

This included manual and automated controls over the IT systems used for the processing and recording of residential and commercial revenue.

We involved IT professionals with specialized skills and knowledge, who assisted in testing certain IT applications that are used by the Company in its recognition of residential and commercial revenue.

We assessed recorded residential and commercial revenue by comparing the cash received related to residential and commercial revenue transactions during the year to the revenue recorded in the consolidated financial statements.

We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s residential and SMB revenue processes.

This included manual and automated controls over the IT systems used for the processing and recording of residential and SMB revenue.

We involved IT professionals with specialized skills and knowledge, who assisted in testing certain IT applications that are used by the Company in its recognition of residential and SMB revenue.

We assessed recorded residential and SMB revenue by developing an expectation of revenue recorded in the consolidated financial statements based on cash received during the year.

We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the appropriateness of the nature and extent of such evidence.

(signed) KPMG LLP

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Louis, Missouri

January 26, 2023

February 1, 2024

CHARTER COMMUNICATIONS, INC.

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CURRENT LIABILITIES:

Accounts payable and accrued liabilities $ 10,555 $ 9,461

Accounts payable, accrued and other current liabilities $ 11,214 $ 10,555

Current portion of long-term debt 2,000 1,510

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Depreciation and amortization 8,696 8,903 9,345

Other operating expenses, net 281 329 58

Other operating (income) expense, net ( 53 ) 281 329

42,048 42,060 41,156

Income from operations 12,559 11,962 10,526

OTHER INCOME (EXPENSES):

OTHER INCOME (EXPENSE):

Interest expense, net

( 5,188 ) ( 4,556 ) ( 4,037 )

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

Other income (expense), net ( 517 ) 56 ( 101 )

( 5,705 ) ( 4,500 ) ( 4,138 )

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(dollars in millions)

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

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

BALANCE, December 31, 2020 $ — $ — $ 29,000 $ ( 5,195 ) $ 23,805 $ 6,476 $ 30,281

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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 )

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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 )

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Exercise of stock options — — 22 — 22 — 22

Purchases and retirement of treasury stock — — ( 3,076 ) ( 7,201 ) ( 10,277 ) — ( 10,277 )

Purchases and retirement of treasury stock, including excise tax — — ( 1,246 ) ( 1,996 ) ( 3,242 ) — ( 3,242 )

Purchase of noncontrolling interest, net of tax — — ( 140 ) — ( 140 ) ( 240 ) ( 380 )

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Stock compensation expense 692 470 430

Noncash interest income, net ( 17 ) ( 23 ) ( 41 )

Noncash interest, net 20 ( 17 ) ( 23 )

Deferred income taxes ( 80 ) 87 826

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Change in accrued expenses related to capital expenditures 172 553 80

Purchases of wireless spectrum licenses — — ( 464 )

Other, net ( 184 ) ( 291 ) ( 199 )

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Payments for debt issuance costs ( 32 ) ( 71 ) ( 102 )

Issuance of equity — — 23

Purchase of treasury stock ( 3,215 ) ( 10,277 ) ( 15,431 )

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

Over an advanced high-capacity, two-way telecommunications network, the Company offers a full range of state-of-the-art residential and business services including Spectrum Internet ® , TV, Mobile and Voice.

Over an advanced communications network, the Company offers a full range of state-of-the-art residential and business services including Spectrum Internet ® , TV, Mobile and Voice.

For small and medium-sized companies, Spectrum Business ® delivers the same suite of broadband products and services coupled with special features and applications to enhance productivity, while for larger businesses and government entities, Spectrum Enterprise ® provides highly customized, fiber-based solutions.

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No impairments of long-lived assets held for use were recorded in 2023, 2022 and 2021.

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).

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 (income) expense, net (see Note 14).

Fair Value Measurements

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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.

The Company's government assistance during the years ending December 31, 2023 and 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 awarded approximately $ 1.2 billion in federal subsidies in phase I of the RDOF auction 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.

During the years ended December 31, 2023 and 2022, other revenues included approximately $ 116 million and $ 107 million of RDOF subsidy revenue, respectively.

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.

As of December 31, 2023, the Company has been publicly awarded approximately $ 913 million in state grants, of which only $ 597 million of these state grants have been formalized into executed agreements.

State grants are either a fixed subsidy or variable with a subsidy cap conditioned upon construction.

CHARTER COMMUNICATIONS, INC.

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

either upon project completion, milestone completion, or in some instances a portion of grant is paid in advance.

Prefunded grants are subject to recapture if buildouts are not completed.

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

During the years ended December 31, 2023 and 2022, the amount of state broadband grants recorded in the consolidated financial statements was not material.

Advertising Costs

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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, 2023 and 2022.

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.

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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.

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

Investments consisted of the following as of December 31, 2023 and 2022:

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Total investments $ 833 $ 1,155

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).

Equity method investments primarily includes the Company's 50/50 joint venture with Comcast Corporation ("Comcast") in Xumo Services, LLC ("Xumo"), a next generation streaming platform and was approximately $ 548 million and $ 849 million as of December 31, 2023 and 2022, respectively.

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.

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The remaining unamortized basis difference was $ 340 million and $ 432 million as of December 31, 2023 and 2022, respectively.

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.

For the years ended December 31, 2023, 2022 and 2021, net losses from investments were $ 343 million, $ 100 million and $ 176 million, respectively, which were recorded in other income (expense), net in the consolidated statements of operations.

Loss on equity investments, net for year ended December 31, 2023 is primarily related to our joint venture in Xumo.

CHARTER COMMUNICATIONS, INC.

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

Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consist of the following as of December 31, 2022 and 2021:

Accounts Payable, Accrued and Other Current Liabilities

Accounts payable, accrued and other current liabilities consist of the following as of December 31, 2023 and 2022:

Accounts payable – trade $ 931 $ 952

Deferred revenue 509 511

Accrued liabilities:

Accrued and other current liabilities:

Programming costs 1,736 1,914

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Taxes and regulatory fees 681 667

Property and casualty 505 490

Operating lease liabilities 295 269

Other 2,802 2,240

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Operating lease liabilities:

Current portion included within accounts payable and accrued liabilities $ 295 $ 269

Current portion included within accounts payable, accrued and other current liabilities $ 290 $ 295

Long-term portion included within other long-term liabilities 1,128 1,083

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

(b) The Company had availability under the Charter Operating credit facilities of approximately $ 5.2 billion as of December 31, 2023.

CHARTER COMMUNICATIONS, INC.

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During the years ended December 31, 2023, 2022 and 2021, the Company repurchased $ 1.5 billion, $ 3.0 billion and $ 5.1 billion, respectively, of various series of senior notes.

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,

2022 2021 2020

CCO Holdings notes redemption

$ — $ ( 146 ) $ ( 145 )

Time Warner Cable, LLC notes redemption — 2 2

Charter Operating notes redemption ( 1 ) — —

Charter Operating credit facility refinancing

Loss on extinguishment of debt $ ( 3 ) $ ( 144 ) $ ( 143 )

Losses on extinguishment of debt are recorded in other income (expense), net in the consolidated statements of operations and were $ 3 million, $ 3 million and $ 144 million during the years ended December 31, 2023, 2022 and 2021, respectively.

In January and February 2024, Charter Operating and Charter Communications Operating Capital Corp.

redeemed all of their outstanding senior secured floating rate notes due 2024 and paid in full all of their outstanding 4.500 % senior secured notes due 2024 at maturity.

CCO Holdings Notes

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

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 4.2 as of December 31, 2023.

CHARTER COMMUNICATIONS, INC.

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

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

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Charter Operating Credit Facilities

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

In 2023, Charter Operating entered into amendments to its credit agreement to (i) replace London Interbank Offering Rate (“LIBOR”) as the benchmark rate applicable to the credit facilities with Secured Overnight Financing Rate (“SOFR”), (ii) incur a new Term B-3 Loan and a new Term B-4 Loan;

and (iii) concurrently cancel certain of Charter Operating's existing Term B-1 Loan (upon assignment to Charter Operating and conversion into Term B-4 Loan) and Term B-2 Loan (upon assignment to Charter Operating), among other amendments.

The Charter Operating credit facilities have an outstanding principal amount of $ 12.4 billion at December 31, 2023 as follows:

• 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.

Pricing on term loan B-1 is LIBOR plus 1.75 %;

• term loan B-2 with a remaining principal amount of approximately $ 3.7 billion, which is repayable in equal quarterly installments and aggregating $ 38 million in each loan year, with the remaining balance due at final maturity on February 1, 2027.

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

• 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.

• Term A-5 Loan with a remaining principal amount of approximately $ 5.6 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 A-5 Loan is SOFR plus 1.25 %;

• Term A-6 Loan with a remaining principal amount of approximately $ 463 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 A-6 Loan is SOFR plus 1.50 %;

• Term B-1 Loan with a remaining principal amount of approximately $ 316 million, which is repayable in equal quarterly installments and aggregating $ 3 million in 2024, with the remaining balance due at final maturity on April 30, 2025.

Pricing on Term B-1 Loan is SOFR plus 1.75 %;

• Term B-2 Loan with a remaining principal amount of approximately $ 3.1 billion, which is repayable in equal quarterly installments and aggregating $ 32 million in each loan year, with the remaining balance due at final maturity on February 1, 2027.

Pricing on Term B-2 Loan is SOFR plus 1.75 %;

• Term B-3 Loan with a remaining principal amount of approximately $ 744 million, which is repayable in equal quarterly installments and aggregating $ 8 million in each loan year, with the remaining balance due at final maturity on March 31, 2030.

Pricing on Term B-3 Loan is SOFR plus 2.25 %;

• Term B-4 Loan with a remaining principal amount of approximately $ 2.0 billion, which is repayable in equal quarterly installments and aggregating $ 20 million in each loan year, with the remaining balance due at final maturity on December 7, 2030.

Pricing on Term B-4 Loan is SOFR plus 2.00 %;

• a revolving loan with an outstanding balance of $ 216 million 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, 2023, $ 36 million of the revolving loan was utilized to collateralize a like principal amount of letters of credit out of $ 530 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, 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 %.

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

SOFR was 5.4 % and 4.4 % as of December 31, 2023 and 2022, respectively.

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.

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

CHARTER COMMUNICATIONS, INC.

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

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.

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The TWCE senior debentures are not redeemable before maturity.

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 contain customary covenants relating to restrictions on the ability of TWC, LLC, 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 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.

Limitations on Distributions

As of December 31, 2023, there was no default under any of these indentures and CCO Holdings met its applicable leverage ratio tests based on December 31, 2023 financial results.

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

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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, 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.

Interest payments on variable debt are estimated using amounts outstanding at December 31, 2023 and the average implied forward SOFR rates applicable for the quarter during the interest rate reset based on the yield curve in effect at December 31, 2023.

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

Based upon outstanding indebtedness as of December 31, 2023, 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, 2020 193,730,992 1

Issuance of equity 55,294 —

Exercise of stock options 1,568,488 —

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8,358,134 $ 3,215 21,240,774 $ 10,277 23,227,642 $ 15,431

Share buybacks above include shares of Charter Class A common stock purchased from Liberty Broadband Corporation (“Liberty Broadband”) pursuant to the LBB Letter Agreement as follows (see Note 19).

CHARTER COMMUNICATIONS, INC.

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

Year Ended December 31,

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Amount of shares purchased $ 394 $ 3,034

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, 2023, Charter had remaining board authority to purchase an additional $ 170 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 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, 2023 and 2022.

The Company accounts for treasury stock using the cost method and includes treasury stock as a component of total shareholders’ equity.

Upon retirement, these treasury shares are allocated between additional paid-in capital and retained earnings (accumulated deficit) based on the cost of original issue included in additional paid-in capital.

Upon retirement, these treasury shares are allocated between additional paid-in capital and accumulated deficit based on the cost of original issue included in additional paid-in capital.

Noncontrolling Interests

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On June 18, 2021, the Company caused the conversion of all of A/N's 25 million Charter Holdings convertible preferred units into Charter Holdings common units.

Each preferred unit was converted into 0.37334 Charter Holdings common unit, representing a conversion price of $ 267.85 per unit, based on a conversion feature as defined in the Limited Liability Company Agreement of Charter Holdings, resulting in the issuance of a total of 9.3 million common units to A/N.

Each preferred unit was converted into 0.37334 Charter Holdings common unit, representing a conversion price of $ 267.85 per unit, based on a conversion feature as defined in the Charter Holdings Limited Liability Company Agreement ("LLC Agreement"), resulting in the issuance of a total of 9.3 million common units to A/N.

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 the year ended December 31, 2020.

As of December 31, 2023, A/N held 17.1 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 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.

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 2023 and 2022, and 7 % prior to the conversion of the preferred units and 11 % after conversion during 2021, and was $ 702 million, $ 792 million and $ 594 million for the years ended December 31, 2023, 2022 and 2021, 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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The cross-currency swaps have maturities of June 2031 and July 2042.

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 income (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 $ 440 million and $ 570 million and is included in other long-term liabilities on its consolidated balance sheets as of December 31, 2023 and 2022, respectively.

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

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

Year Ended December 31,

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dollars ( 85 ) 185 20

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

Gain (loss) on financial instruments, net $ 45 $ ( 95 ) $ ( 86 )

CHARTER COMMUNICATIONS, INC.

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Voice 1,510 1,559 1,598

Mobile service 2,243 1,698 1,239

Residential revenue 43,136 42,939 41,561

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Advertising sales 1,551 1,882 1,594

Mobile 3,042 2,178 1,364

Other 2,797 2,174 1,756

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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.

Fees of $ 993 million for the year ended December 31, 2023 and $ 1.1 billion for each of the years ended December 31, 2022 and 2021 are reported in 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.

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Contract acquisition and fulfillment costs $ 616 $ 505

Accounts payables and accrued liabilities:

Accounts payables, accrued and other current liabilities:

Customer prepayments and upfront deferred installation fees $ 509 $ 511

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Programming $ 10,638 $ 11,620 $ 11,844

Regulatory, connectivity and produced content 2,303 2,494 2,183

Other costs of revenue 5,587 4,804 4,353

Costs to service customers 8,415 8,087 7,547

Marketing 3,339 3,071 3,031

Mobile 3,385 2,489 1,765

Sales and marketing 3,653 3,585 3,256

Other 5,112 4,780 4,482

$ 33,405 $ 32,876 $ 31,482

Programming costs consist primarily of costs paid to programmers for basic, premium, digital, video on demand and pay-per-view programming.

Regulatory, connectivity and produced content costs represent payments to franchise and regulatory authorities, costs directly related to providing video, Internet and voice services as well as payments for sports, local and news content produced by the Company.

Included in regulatory, connectivity and produced content costs 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 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.

Other Operating Expenses, Net

Other operating expenses, net consist of the following for the years presented:

Programming costs consist primarily of costs paid to programmers for basic, premium, video on demand and pay-per-view programming.

Other costs of revenue include costs directly related to providing Internet, video, voice and mobile services including mobile device costs, payments to franchise and regulatory authorities, payments for sports, local and news content produced by the Company and direct costs associated with selling advertising.

Also included in other costs of revenue are content acquisition costs for the Los Angeles Lakers’ basketball games and Los Angeles Dodgers’ baseball games, which are recorded as games are exhibited over the contract period.

Costs to service customers include costs related to field operations, network operations and customer operations for the Company’s products, including mobile, sold to non-bulk residential and SMB customers including internal and third-party labor for the non-capitalizable portion of installations, service and repairs, maintenance, bad debt expense, billing and collection, occupancy and vehicle costs.

Sales and marketing costs represent the costs of selling and marketing our Internet, video, voice and mobile services to current and potential non-bulk residential and SMB customers, including labor cost.

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

Other Operating (Income) Expense, Net

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

Year Ended December 31,

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Special charges, net $ 198 $ 273 $ 249

(Gain) loss on sale of assets, net 8 80 ( 32 )

(Gain) loss on disposal of assets, net ( 251 ) 8 80

$ ( 53 ) $ 281 $ 329

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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 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:

(Gain) loss on disposal of assets, net

Gain (loss) on disposal of assets, net includes a $ 262 million gain on sale of towers during the year ended December 31, 2023 and a $ 36 million impairment of non-strategic assets held for sale during the year ended December 31, 2021.

Other Income (Expense), Net

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

Year Ended December 31,

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Loss on extinguishment of debt (see Note 8) $ ( 3 ) $ ( 3 ) $ ( 144 )

Loss on financial instruments, net (see Note 11) ( 95 ) ( 86 ) ( 15 )

Gain (loss) on financial instruments, net (see Note 11) 45 ( 95 ) ( 86 )

Other pension benefits (costs), net (see Note 21) ( 216 ) 254 305

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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.

Restricted stock, restricted stock units, stock options as well as equity awards with market conditions 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 and the fair value of equity awards with market conditions is estimated on the date of grant using Monte Carlo simulations.

The grant date weighted average assumptions used during the years ended December 31, 2023, 2022 and 2021 were:

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expected lives of 4.8 years, 5.7 years and 5.9 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.

and expected volatility of 31 %, 28 % and 27%, respectively.

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

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

Certain stock options and restricted stock units vest based on achievement of stock price hurdles.

Stock options generally expire ten years from the grant date and restricted stock units have no voting rights.

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Generally, the taxable income, gains, losses, deductions and credits of Charter Holdings are passed through to its members, Charter and A/N.

Charter is responsible for its share of taxable income or loss of Charter Holdings allocated to it in accordance with the Charter Holdings Limited Liability Company Agreement ("LLC Agreement") and partnership tax rules and regulations.

Charter is responsible for its share of taxable income or loss of Charter Holdings allocated to it in accordance with the LLC Agreement and partnership tax rules and regulations.

As a result, Charter's primary deferred tax component recorded in the consolidated balance sheets relates to its excess financial reporting outside basis, excluding amounts attributable to nondeductible goodwill, over Charter's tax basis in the investment in Charter Holdings.

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Income Tax Expense

For the years ended December 31, 2022, 2021, and 2020, the Company recorded deferred income tax expense as shown below.

For the years ended December 31, 2023, 2022, and 2021, the Company recorded income tax expense as shown below.

The tax provision in future periods will vary based on current and future temporary differences, as well as future operating results.

1 unchanged sentence

2023 2022 2021

Current benefit (expense):

Current expense:

Federal income taxes $ ( 1,304 ) $ ( 1,178 ) $ ( 12 )

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State income taxes ( 128 ) ( 32 ) 223

Deferred income tax expense ( 87 ) ( 826 ) ( 465 )

Deferred income tax benefit (expense) 80 ( 87 ) ( 826 )

Income tax expense $ ( 1,593 ) $ ( 1,613 ) $ ( 1,068 )

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Tax rate changes ( 129 ) 47 191

Other 92 39 9

Income tax expense $ ( 1,593 ) $ ( 1,613 ) $ ( 1,068 )

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The net amount of the unrecognized tax benefits recorded as of December 31, 2023 that could impact the effective tax rate is $ 538 million.

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

These uncertain tax positions, if ever recognized in the financial statements, would be recorded in the

CHARTER COMMUNICATIONS, INC.

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(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.

These uncertain tax positions, if ever recognized in the financial statements, would be recorded in the consolidated statements of operations as part of the income tax provision.

A reconciliation of the beginning and ending amount of unrecognized tax benefits, exclusive of interest and penalties, included in other long-term liabilities on the accompanying consolidated balance sheets of the Company is as follows:

consolidated statements of operations as part of the income tax provision.

A reconciliation of the beginning and ending amount of unrecognized tax benefits, exclusive of interest and penalties, is as follows:

BALANCE, December 31, 2021 $ 377

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Additions on current year tax positions 166

Reductions on settlements and expirations with taxing authorities ( 10 )

Reductions on settlements with taxing authorities and expirations ( 8 )

BALANCE, December 31, 2022 515

1 unchanged sentence

Additions on current year tax positions 154

Reductions on settlements and expirations with taxing authorities ( 8 )

Reductions on settlements with taxing authorities and expirations ( 35 )

BALANCE, December 31, 2023 $ 647

Charter is currently under examination by the Internal Revenue Service ("IRS") for income tax purposes for 2016, 2019, 2020 and 2021.

Charter's 2020 and 2021 tax years remain open for examination and assessment.

Charter's 2022 tax year remains open for examination and assessment.

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’s short period return dated May 17, 2016 (prior to the merger with TWC and acquisition of Bright House Networks, LLC) 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 returns for 2016, 2019, 2020 and 2021.

Charter Holdings’ 2022 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.

Prior to TWC’s separation from Time Warner Inc.

(“Time Warner”) in March 2009, TWC was included in the consolidated U.S.

federal and certain state income tax returns of Time Warner.

The IRS has examined Time Warner’s 2008 through 2010 income tax returns and the 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.

In addition, the Company is also subject to ongoing examinations of the Company’s tax returns by state and local tax authorities for various periods.

The IRS is currently examining TWC’s income tax returns for 2011, 2012 and 2015, while 2013 and 2014 have moved to Appeals.

The Company does not anticipate that these examinations will have a material impact on its consolidated financial position or results of operations.

In addition, the Company is also subject to ongoing examinations of our tax returns by state and local tax authorities for various periods.

Activity related to these state and local examinations did not have a material impact on the Company's consolidated financial position or results of operations during the year ended December 31, 2023, nor does the Company anticipate a material impact in the future.

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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 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 Holdings common units of 18 million, 20 million and 19 million for the years ended December 31, 2023, 2022 and 2021, respectively,

CHARTER COMMUNICATIONS, INC.

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Related Party Transactions

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.

The following sets forth certain transactions in which the Company and a director, executive officer, or other related party 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.

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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.

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.

Under the terms of the Amended and Restated Stockholders Agreement among Charter, Liberty Broadband and A/N, dated as of May 23, 2015 (as amended, 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 Charter's Board of Directors.

The remaining eight directors are not designated by either A/N or Liberty Broadband.

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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.

Pursuant to the terms of Mr.

Thomas Rutledge’s employment agreement, Mr.

Rutledge stepped down from his position as the Executive Chairman of the Company and the Board of Directors at the end of his employment term on November 30, 2023, but continues to serve as a director emeritus.

In conjunction with Mr.

Rutledge’s retirement from the Board of Directors, Mr.

CHARTER COMMUNICATIONS, INC.

3 unchanged sentences

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

Christopher Winfrey was appointed to the Board of Directors effective November 30, 2023 to fill the vacancy resulting from Mr.

Rutledge’s resignation.

Eric Zinterhofer was appointed as Non-Executive Chairman of the Board of Directors effective November 30, 2023 upon the retirement of Mr.

Rutledge as Executive Chairman.

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.

5 unchanged sentences

Under the LBB Letter Agreement, Liberty Broadband will sell to Charter, generally on a monthly basis, a number of shares of Charter Class A common stock representing an amount sufficient for Liberty Broadband’s ownership of Charter to be reduced such that it does not exceed the ownership cap then applicable to Liberty Broadband under the Stockholders Agreement at a purchase price per share equal to the volume weighted average price per share paid by Charter for shares repurchased during such immediately preceding calendar month other than (i) purchases from A/N, (ii) purchases in privately negotiated transactions or (iii) purchases for the withholding of shares of Charter Class A common stock pursuant to equity compensation programs of Charter.

Gregory Maffei, a director of Charter and President and CEO and director and holder of 7.5 % voting interest in Liberty Broadband, is Chairman of the board of directors of Qurate Retail, Inc.

Gregory Maffei, a director of Charter and President and CEO and director and holder of an 8.4 % voting interest in Liberty Broadband, is Chairman of the board of directors of Qurate Retail, Inc.

("Qurate") and Dr.

John Malone, a director emeritus of Charter, 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.

John Malone, a director emeritus of Charter, Chairman of the board of directors of Liberty Broadband and holder of a 48.9 % voting interest in Liberty Broadband, also serves on the Qurate board of directors.

As reported in SEC filings of Qurate, Mr.

Maffei and Dr.

Maffei has ownership of an approximate 19.8 % voting interest in Quarate and Dr.

Maffei has ownership of an approximate 20.1 % voting interest in Qurate and Dr.

Malone has ownership of an approximate 6.6 % voting interest in Qurate.

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The Company recorded payments to equity investees totaling $ 180 million, $ 213 million and $ 229 million during the years ended December 31, 2023, 2022 and 2021, respectively.

Commitments and Contingencies

The following table summarizes the Company’s payment obligations as of December 31, 2022 for its contractual obligations.

Total 2023 2024 2025 2026 2027 Thereafter

Programming Minimum Commitments (a)

$ 55 $ 55 $ — $ — $ — $ — $ —

13,398 2,707 2,202 820 753 739 6,177

$ 13,453 $ 2,762 $ 2,202 $ 820 $ 753 $ 739 $ 6,177

(a) The Company pays programming fees under multi-year contracts, typically based on a flat fee per customer, which may be fixed for the term, or may in some cases escalate over the term.

Programming costs included in the statements of operations were $ 11.6 billion, $ 11.8 billion and $ 11.4 billion for the years ended December 31, 2022, 2021 and 2020 respectively.

Certain of the Company’s programming agreements are based on a flat fee per month or have guaranteed minimum payments.

The table sets forth the aggregate guaranteed minimum commitments under the Company’s programming contracts.

CHARTER COMMUNICATIONS, INC.

3 unchanged sentences

(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.

Commitments and Contingencies

The following table summarizes the Company’s payment obligations as of December 31, 2023 for its contractual obligations which consists of 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, contractual obligations related to third-party network augmentation and guaranteed minimum commitments under the Company’s programming contracts.

Thereafter 5,586

The following items are not included in the contractual obligation table due to various factors discussed below.

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Legal Proceedings

In August 2015, a purported stockholder of Charter, Matthew Sciabacucchi, filed a lawsuit in the Delaware Court of Chancery, on behalf of a putative class of Charter stockholders, challenging the transactions involving Charter, TWC, A/N, and Liberty Broadband announced by Charter on May 26, 2015.

The lawsuit, which named as defendants Charter and its board of directors, alleged that the transactions resulted from breaches of fiduciary duty by Charter’s directors and that Liberty Broadband improperly benefited from the challenged transactions at the expense of other Charter stockholders.

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.

On April 27, 2022, Entropic Communications, LLC (“Entropic”) filed a complaint in the United States District Court for the Eastern District of Texas alleging that Charter infringed six patents relating to the deployment of certain set-top boxes, cable modems and cable modem termination systems.

Entropic sought monetary damages, including future license fees.

On February 10, 2023, Entropic filed a separate lawsuit against Charter in the United States District Court for the Eastern District of Texas.

The lawsuit alleged infringement of three patents that also relate to the deployment of certain set-top boxes and cable modems.

Entropic sought monetary damages.

On February 10, 2023, Entropic filed two more lawsuits against Charter in the United States District Court for the Eastern District of Texas.

The two lawsuits alleged infringement of a total of twelve patents that relate to certain set-top boxes.

Entropic sought monetary damages, including future license fees.

On December 10, 2023, Charter and Entropic executed a settlement agreement that resolved all of these matters and the litigation was dismissed with prejudice.

The California Attorney General and the Alameda County, California District Attorney are investigating whether certain of Charter’s waste disposal policies, procedures and practices are in violation of the California Business and Professions Code and the California Health and Safety Code.

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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.

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.

In addition to the Entropic litigation described above, the Company is a defendant or co-defendant in several lawsuits involving alleged infringement of various intellectual property relating to various aspects of its businesses.

Other industry participants are also defendants in certain of these cases or related cases.

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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.

In June 2023, the Company purchased a buy-in group annuity contract ("GAC") from a highly rated insurer and in October 2023, the Company announced plans to fully terminate the qualified pension plan.

The benefit obligation for the qualified pension plan as of December 31, 2023 of $ 2.4 billion was therefore determined on a plan termination basis for which it is assumed that a portion of eligible active and deferred vested participants will elect lump sum payments.

Pension obligations will be distributed through a combination of lump sum payments to eligible participants who elect such payments and through the GAC.

CHARTER COMMUNICATIONS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023, 2022 AND 2021

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

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 117 103

Actuarial gain ( 1,032 ) ( 183 )

Actuarial (gain) loss 222 ( 1,032 )

Settlement ( 97 ) ( 146 )

10 unchanged sentences

Funded status $ 127 $ 340

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)

The components of net periodic benefit (cost) for the years ended December 31, 2023, 2022 and 2021 consisted of the following:

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Net periodic pension benefit (cost) $ ( 216 ) $ 254 $ 305

The remeasurement gains (losses) recorded during the years ended December 31, 2022, 2021 and 2020 were primarily driven by changes in the discount rate as well as gains or losses to record pension assets to fair value.

The remeasurement loss recorded during the year ended December 31, 2023 primarily reflects the measurement of the projected benefit obligations under a plan termination basis.

The remeasurement gains recorded during the years ended December 31, 2022 and 2021 were primarily driven by changes in the discount rate as well as gains or losses to record pension assets to fair value.

The discount rates used to determine benefit obligations as of December 31, 2023 and 2022 were 4.65 % and 5.46 %, respectively.

The Company utilized the Pri-2012/MP 2020 mortality table published by the Society of Actuaries to measure the benefit obligations as of December 31, 2022 and 2021.

The Company utilized the 417(e) Applicable Mortality Table for lump sums for the portion of the benefit obligation not covered by the GAC as of December 31, 2023 and the Pri-2012/MP 2020 mortality table published by the Society of Actuaries to measure the benefit obligations as of December 31, 2022.

Weighted average assumptions used to determine net periodic benefit costs consisted of the following:

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Discount rate 5.46 % 3.01 % 2.7 %

CHARTER COMMUNICATIONS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023, 2022 AND 2021

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

In developing the expected long-term rate of return on plan assets, the Company considered the pension portfolio’s composition, past average rate of earnings and the Company’s future asset allocation targets.

2 unchanged sentences

Pension Plan Assets

The assets of the qualified pension plans are held in a master trust in which the qualified pension plans are the only participating plans (the “Master Trust”).

The investment policy for the qualified pension plans is to manage the assets of the Master Trust with the objective to provide for pension liabilities to be met, maintaining retirement income security for the participants of the plans and their beneficiaries.

The investment portfolio is a mix of pooled funds invested in fixed income securities, equity securities and certain alternative investments with the objective of matching plan liability performance, diversifying risk and achieving a target investment return.

The assets of the qualified pension plan are held in a master trust in which the qualified pension plan is the only participating plan (the “Master Trust”).

The investment policy for the qualified pension plan is to manage the assets of the Master Trust with the objective to provide for pension liabilities to be met, seeking to maintain retirement income security for the participants of the plan and their beneficiaries.

The investment portfolio is a mix of a GAC and pooled funds invested in fixed income securities, equity securities and certain alternative investments with the objective of matching plan liability performance, diversifying risk and achieving a target investment return.

Pension assets are managed in a balanced portfolio comprised of two major components:

a return-seeking portion and a liability-matching portion.

The Company uses an investment strategy designed to increase the fixed income allocation as the funded status of the qualified pension plans improves.

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 and liability-matching 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.

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)

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:

As a result of the Company’s decision to terminate the qualified pension plan, the Company’s investment strategy has transitioned to liquidating and winding down the portfolio’s remaining return-seeking investments in a timely and orderly manner, while managing the liability-matching investments to hedge the interest rate risk of the liability for which the Company is still responsible (i.e., the liability not assumed by the GAC).

The following tables set forth the investment assets of the qualified pension plan by level within the fair value hierarchy as of December 31, 2023 and 2022:

December 31, 2023 December 31, 2022

3 unchanged sentences

745 745 — 1,858 — 1,858

Group annuity contract (b)

1,464 — 1,464 — — —

Total investment assets 2,209 $ 745 $ 1,464 1,864 $ 6 $ 1,858

1 unchanged sentence

Accrued liabilities ( 2 ) ( 25 )

Investments measured at net asset value (b)

Investments measured at net asset value (c)

Fair value of plan assets $ 2,553 $ 2,583

3 unchanged sentences

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.

(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.

(b) In June 2023, the Company purchased a buy-in GAC which was initially recorded at the $ 1.4 billion purchase price and subsequently adjusted to fair value using changes to market conditions impacting the cash flow assumptions that were priced into the original contract.

(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.

The primary investment classes include alternative, fixed income and real estate funds.

1 unchanged sentence

There are no material unfunded commitments with respect to these investment classes.

CHARTER COMMUNICATIONS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023, 2022 AND 2021

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

The following table represents a rollforward of the Level 3 assets as of December 31, 2023:

Group Annuity Contract

Balance at December 31, 2022

Purchases 1,430

Unrealized gain 34

Balance at December 31, 2023

Pension Plan Contributions

The Company made no cash contributions to the qualified pension plans during the years ended December 31, 2022, 2021 and 2020;

however, the Company may make discretionary cash contributions to the qualified pension plans in the future.

Such contributions will be dependent on a variety of factors, including current and expected interest rates, asset performance, the funded status of the qualified pension plans and management’s judgment.

The Company made no cash contributions to the qualified pension plan during the years ended December 31, 2023, 2022 and 2021;

however, the Company may make discretionary cash contributions to the qualified pension plan in the future.

For the nonqualified unfunded pension plan, the Company will continue to make contributions during 2024 to the extent benefits are paid.

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Recently Issued Accounting Standards

2021-10, Disclosures by Business Entities about Government Assistance ("ASU 2021-10")

Accounting Standards Update (" ASU") No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures ("ASU 2023-07")

In November 2023, the FASB issued ASU 2023-07, that improves disclosures about a public entity’s reportable segments and addresses requests from investors and other allocators of capital for additional, more detailed information about a reportable segment’s expenses.

The standard requires public entities to disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker.

Additionally, public entities with a single reportable segment must provide all the disclosures required by ASU 2023-07, as well as all existing segment disclosures in accordance with Accounting Standards Codification 280.

ASU 2023-07 is effective for annual periods beginning after December 15, 2023 (year ending December 31, 2024 for the Company).

Early adoption is permitted.

The Company expects the adoption of the standard to result in additional segment footnote disclosures.

2023-09, Improvements to Income Tax Disclosures ("ASU 2023-09")

In December 2023, the FASB issued ASU 2023-09, that addresses requests for improved income tax disclosures from investors, lenders, creditors, and other allocators of capital that use the financial statements to make capital allocation decisions.

The standard requires enhanced disclosures primarily related to existing rate reconciliation and income taxes paid information to help investors better assess how a company’s operations and related tax risks and tax planning and operational opportunities affect the company’s tax rate and prospects for future cash flows.

ASU 2023-09 improves the transparency of income tax

CHARTER COMMUNICATIONS, INC.

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

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.

disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction.

It also includes certain other amendments to improve the effectiveness of income tax disclosures.

ASU 2023-09 is effective for annual periods beginning after December 15, 2024 (year ending December 31, 2025 for the Company).

The Company adopted ASU 2021-10 for the year ended December 31, 2022 as discussed in Note 2.

Early adoption is permitted.

The Company expects the adoption of the standard to result in additional disaggregation in the income tax footnote disclosures.

Parent Company Only Financial Statements

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Condensed Balance Sheets

Accounts receivable, net $ — $ 1

Receivables from related party $ 32 $ 28

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Loans receivable - related party — 1

Other noncurrent assets 7 —

Total assets $ 30,860 $ 28,782

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REVENUES $ 1 $ 4 $ 5

Interest income 2 7 12

Equity in income of subsidiaries 6,587 5,632 3,771

Total income 6,593 5,644 3,847

COSTS AND EXPENSES:

Operating costs and expenses 1 4 5

Other operating income, net ( 60 ) — —

Income from operations 60 — —

OTHER INCOME (EXPENSE):

Interest income (expense), net ( 4 ) 2 7

Equity in income of subsidiaries 6,021 6,587 5,632

6,017 6,589 5,639

Income before income taxes 6,077 6,589 5,639

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Proceeds from exercise of stock options 22 5 44

Issuance of equity — — 23

Purchase of treasury stock ( 3,215 ) ( 10,277 ) ( 15,431 )

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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