What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-01-31 compared with 2024-02-02 · 374 added, 235 removed, 1678 unchanged (27% of the section changed)

6 unchanged sentences

Based upon the above evaluation, we believe that our controls provide such reasonable assurances.

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

In October 2024, we completed the implementation of a Human Capital Management platform which improved the efficiency of certain personnel and related transactional processes.

As a result of the implementation of the Human Capital Management platform, we designed, implemented and are operating new information technology general controls, and revised and updated certain process-level controls.

Except as described above in the preceding paragraph, during the quarter ended December 31, 2024, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

12 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, 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.

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, 2024 and December 31, 2023, 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, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated January 30, 2025 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

17 unchanged sentences

Louis, Missouri

February 1, 2024

January 30, 2025

Other Information .

On November 21, 2024 , Richard DiGeronimo , President, Product and Technology , adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell up to 57,531 shares of Charter Class A common stock between February 19, 2025 and January 30, 2026, subject to certain conditions.

On January 29, 2025, 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, 2025, has a term ending February 5, 2027 (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 $925,000 and a target annual cash bonus opportunity of 175% of her annual base salary.

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

In addition, consistent with Ms.

Fischer’s prior employment agreement, Charter 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 10.72(b).

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.

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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 an amendment to this Annual Report on Form 10-K and is incorporated herein by reference.

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

Executive Compensation.

24 unchanged sentences

President and Chief Executive Officer

February 2, 2024

January 31, 2025

POWER OF ATTORNEY

6 unchanged sentences

/s/ Christopher L.

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

Winfrey President and Chief Executive Officer, Director January 31, 2025

Christopher L.

1 unchanged sentence

/s/ Jessica M.

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

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

Fischer Chief Financial Officer (Principal Financial Officer) January 31, 2025

Howard Executive Vice President, Chief Accounting Officer January 31, 2025

Howard and Controller (Principal Accounting Officer)

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

Zinterhofer Non-Executive Chairman of the Board (Director) January 31, 2025

Lance Conn Director January 31, 2025

Goodman Director January 31, 2025

/s/ Gregory Maffei Director January 31, 2025

Gregory Maffei

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

Director January 31, 2025

Merritt Director January 31, 2025

Meyer Director January 31, 2025

/s/ Steve Miron Director January 31, 2025

/s/ Balan Nair Director January 31, 2025

/s/ Michael Newhouse Director January 31, 2025

Michael Newhouse

/s/ Mauricio Ramos Director February 2, 2024

/s/ Mauricio Ramos Director January 31, 2025

Mauricio Ramos

/s/ Carolyn J.

Slaski Director January 31, 2025

Exhibit Index

5 unchanged sentences

on April 1, 2015 (File No.

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

2.3 Agreement and Plan of Merger, dated as of November 12, 2024, by and among Charter Communications, Inc., Liberty Broadband Corporation, Fusion Merger Sub 1, LLC and Fusion Merger Sub 2, Inc.

(incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on May 19, 2016 (File No.

on November 13, 2024 (File No.

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

dated as of May 18, 2016, as amended by Certificate of Amendment to Amended and Restated Certificate of Incorporation of Charter Communications, Inc., dated as of April 23, 2024 (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q filed by Charter Communications, Inc.

on July 26, 2024 (File No.

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

1 unchanged sentence

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.

on April 1, 2015 (File No.

4.1(b) Second Amended and Restated Stockholders Agreement, dated May 23, 2015, by and among Charter Communications, Inc., CCH I, LLC, Liberty Broadband Corporation and Advance/Newhouse Partnership (incorporated by reference to Annex C to the registration statement on Form S-4 filed by CCH I, LLC on June 26, 2015 (File No.

4.1(a) Second Amended and Restated Stockholders Agreement, dated May 23, 2015, by and among Charter Communications, Inc., CCH I, LLC, Liberty Broadband Corporation and Advance/Newhouse Partnership (incorporated by reference to Annex C to the Registration Statement on Form S-4 filed by CCH I, LLC on June 26, 2015 (File No.

333-205240)).

4.1(b) Amendment No.

1 to the Second Amended and Restated Stockholders Agreement and the Letter Agreement, dated as of November 12, 2024, by and among Charter Communications, Inc., Advance/Newhouse Partnership and Liberty Broadband Corporation (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on November 13, 2024 (File No.

4.2 Charter Communications, Inc.

Retirement Accumulation Plan (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-8 filed by Charter Communications, Inc.

on March 28, 2024 (File No.

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

59 unchanged sentences

on April 20, 2018 (File No.

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

on July 9, 2018 (File No.

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

on July 9, 2018 (File No.

4.32 Form of 4.500% Senior Secured Notes due 2024 (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on July 9, 2018 (File No.

4.31 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.

112 unchanged sentences

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.

4.80 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 (incorporated by reference to Exhibit 4.82 to the Annual Report on Form 10-K filed by Charter Communications, Inc.

on February 2, 2024 (File No.

4.81 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.

5 unchanged sentences

on November 13, 2023 (File No.

4.84 Twenty-Fifth Supplemental Indenture, dated as of May 14, 2024, 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 May 14, 2024 (File No.

4.85 Form of 6.100% Senior Notes due 2029 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on May 14, 2024 (File No.

4.86 Form of 6.550% 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 May 14, 2024 (File No.

4.87 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.

165 unchanged sentences

on December 13, 2023 (File No.

10.30(k) Amendment No.

6, dated as of December 3, 2024, 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, as further amended by Amendment No.

4 on March 23, 2023, and as further amended by Amendment No.

5 on December 7, 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 9, 2024 (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.

70 unchanged sentences

001-33664)) .

10.61+ Second Amendment to the Charter Communications, Inc.

2019 Stock Incentive Plan (incorporated by reference to Appendix B to the Definitive Proxy Statement for the Charter Communications, Inc.

2024 Annual Meeting of Stockholders filed on March 14, 2024 (File No.

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

17 unchanged sentences

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

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

and Thomas M.

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

on September 21, 2022 (File No.

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.

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

14 unchanged sentences

on February 24, 2023 (File No.

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

10.72(a)+ 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.

10.72(b)+* Employment Agreement, dated as of January 29 , 2025, by and between Charter Communications, Inc.

and Jessica Fischer.

10.73+* Employment Agreement, dated as of October 6, 2023, by and between Charter Communications, Inc.

and Jamal Haughton.

10.74+* Employment Agreement, dated as of December 21 , 202 3 , by and between Charter Communications, Inc.

and Adam Ray.

10.75+ Employment Agreement, dated as of July 23, 2024, by and between Charter Communications, Inc.

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

on July 26, 2024 (File No.

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

4 unchanged sentences

filed on December 22, 2017 (File No.

10.77 Letter Agreement, dated as of February 23, 2021, between Charter Communications, Inc.

10.78(a) Letter Agreement, dated as of February 23, 2021, between Charter Communications, Inc.

and Liberty Broadband Corporation (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of Charter Communications, Inc.

filed on February 24, 2021 (File No.

10.78(b) Amendment No.

on November 13, 2024 (File No.

10.79 Voting Agreement, dated as of November 12, 2024, by and among Charter Communications, Inc., Liberty Broadband Corporation, The John C.

Malone 1995 Revocable Trust, The Leslie A.

Malone 1995 Revocable Trust, The Malone Family Land Preservation Foundation and the John C.

Malone June 2003 Charitable Unitrust (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on November 13, 2024 (File No.

10.80 Voting Agreement, dated as of November 12, 2024, by and among Charter Communications, Inc., Liberty Broadband Corporation, Gregory B.

Maffei, Maven GRAT 1, LLC, Maven 2017-1 GRAT, LLC and the Maffei Foundation (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on November 13, 2024 (File No.

10.81 Assumption and Joinder Agreement to Tax Sharing Agreement, made and entered into as of November 12, 2024, by and among Charter Communications, Inc., Liberty Broadband Corporation, Grizzly Merger Sub 1, LLC and Qurate Retail, Inc.

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

on November 13, 2024 (File No.

10.82 Tax Sharing Agreement, dated as of March 9, 2018, by and between GCI Liberty, Inc.

and Liberty Interactive Corporation (incorporated by reference to Exhibit 10.1 to GCI Liberty, Inc.’s Current Report on Form 8-K filed on March 14, 2018 (File No.

10.83 Assumption and Joinder Agreement to Indemnification Agreement, made and entered into as of November 12, 2024, by and among Charter Communications, Inc., Liberty Broadband Corporation, Grizzly Merger Sub 1, LLC, Qurate Retail, Inc., Liberty Interactive LLC and LV Bridge, LLC (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed by Charter Communications, Inc.

on November 13, 2024 (File No.

10.84 Indemnification Agreement, dated as of March 9, 2018, by and among GCI Liberty, Inc., Liberty Interactive Corporation, Liberty Interactive LLC and LV Bridge, LLC (incorporated by reference to Exhibit 10.2 to GCI Liberty, Inc.’s Current Report on Form 8-K filed on March 14, 2018 (File No.

19.1* Charter Communications, Inc.

Securities Trading Policy, effective as of October 2024.

21.1* Subsidiaries of Charter Communications, Inc.

7 unchanged sentences

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:

Compensation Recovery Policy, effective as of October 1, 2023 (incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K of Charter Communications, Inc.

filed on February 2, 2024 (File No.

101 The following financial information from Charter Communications, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on January 31, 2025, formatted in iXBRL (inline eXtensible Business Reporting Language) includes:

(i) the Consolidated Balance Sheets;

26 unchanged sentences

generally accepted accounting principles.

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.

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, 2024, 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 January 30, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

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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 performed a software-assisted data analysis to test the relationships among certain revenue transactions 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.

2 unchanged sentences

Louis, Missouri

February 1, 2024

January 30, 2025

CHARTER COMMUNICATIONS, INC.

22 unchanged sentences

LONG-TERM DEBT 92,134 95,777

EQUIPMENT INSTALLMENT PLAN FINANCING FACILITY 1,072 —

DEFERRED INCOME TAXES 18,845 18,954

63 unchanged sentences

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

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

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

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

3 unchanged sentences

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 )

37 unchanged sentences

Borrowings of long-term debt 25,893 22,062 25,643

Borrowings of equipment installment plan financing facility 1,074 — —

Repayments of long-term debt ( 29,660 ) ( 21,938 ) ( 19,311 )

6 unchanged sentences

Net cash flows from financing activities ( 3,979 ) ( 3,242 ) ( 5,767 )

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 64 44 ( 400 )

CASH AND CASH EQUIVALENTS, beginning of period 645 601 1,001

CASH AND CASH EQUIVALENTS, end of period $ 709 $ 645 $ 601

NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH ( 203 ) 64 44

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period 709 645 601

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, end of period $ 506 $ 709 $ 645

CASH PAID FOR INTEREST $ 5,334 $ 5,020 $ 4,509

CASH PAID FOR TAXES $ 1,581 $ 1,470 $ 1,321

As of December 31, 2024, cash, cash equivalents and restricted cash includes $ 47 million of restricted cash included in prepaid expenses and other current assets in the consolidated balance sheets.

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

45 unchanged sentences

No impairments of long-lived assets held for use were recorded in 2024, 2023 and 2022.

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

11 unchanged sentences

Government Assistance

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's government assistance 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 $ 1.1 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 years ended December 31, 2023 and 2022, other revenues included approximately $ 116 million and $ 107 million of RDOF subsidy revenue, respectively.

For accounting purposes, RDOF subsidies are recorded as other revenues 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 years ended December 31, 2024, 2023 and 2022, other revenues included approximately $ 108 million, $ 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.

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.

As of December 31, 2024, the Company has been publicly awarded approximately $ 1.3 billion in state grants, of which approximately $ 1.1 billion 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.

Cash is paid 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

CHARTER COMMUNICATIONS, INC.

3 unchanged sentences

(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.

generally recorded as a reduction to property, plant and equipment using a percentage of completion, since the primary conditions for these grants are to build out the broadband network.

During the years ended December 31, 2024, 2023 and 2022, the amount of state broadband grants recorded in the consolidated financial statements was not material.

1 unchanged sentence

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

The Company’s operations are managed and reported to its Chief Executive Officer (“CEO”), the Company’s chief operating decision maker, on a consolidated basis.

The CEO assesses performance and allocates resources based on the consolidated results of operations.

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

Property, Plant and Equipment

88 unchanged sentences

$ 18,747 $ ( 17,639 ) $ 1,108 $ 18,718 $ ( 16,801 ) $ 1,917

Amortization expense related to customer relationships and other intangible assets for the years ended December 31, 2023, 2022 and 2021 was $ 1.1 billion, $ 1.3 billion and $ 1.6 billion, respectively.

Amortization expense related to customer relationships and other intangible assets for the years ended December 31, 2024, 2023 and 2022 was $ 838 million, $ 1.1 billion and $ 1.3 billion, respectively.

CHARTER COMMUNICATIONS, INC.

18 unchanged sentences

Total investments $ 518 $ 833

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.

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.

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.

2 unchanged sentences

For the years ended December 31, 2024, 2023 and 2022, net losses from investments were $ 331 million, $ 343 million and $ 100 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.

Losses on equity investments, net for years ended December 31, 2024 and 2023 are primarily related to our joint venture in Xumo.

CHARTER COMMUNICATIONS, INC.

13 unchanged sentences

Taxes and regulatory fees 649 681

Short-term borrowings 758 425

Other 1,889 2,377

$ 11,687 $ 11,214

In 2024, the Company began its supply chain finance (“SCF”) program whereby the Company has agreements with third parties that allow its participating vendors to finance payment obligations from the Company with designated third-party financial institutions who act as its paying agent.

The Company has generally extended its payment terms with vendors.

A participating vendor may request a participating financial institution to finance one or more of the Company's payment obligations to such vendor prior to the scheduled due date thereof at a discounted price.

The Company is not required to provide collateral to the financial institutions.

The Company's obligations to participating vendors, including amounts due and scheduled payment dates, are not impacted by the vendors’ decisions to finance amounts due under these financing arrangements.

Cash outflows to the financial institutions are classified as cash flows from operating and investing activities.

A rollforward of the Company's outstanding payment obligations to participating vendors under its SCF program is summarized as follows for the year ended December 31, 2024 and are included in accounts payable - trade and accrued capital expenditures in the table above:

Balance, beginning of period $ —

Obligations confirmed during the year 1,454

Obligations paid during the year ( 878 )

Balance, end of period $ 576

Under a deferred payment program, the Company has agreements with third parties specifically for its mobile handset purchases.

Under the deferred payment program, the third parties pay the Company’s mobile handset invoices when due, and the Company pays the third parties at a later date, the invoice amount plus interest.

Cash outflows to the financial institutions are classified as cash flows from financing activities.

CHARTER COMMUNICATIONS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024, 2023 AND 2022

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

A rollforward of the Company's outstanding payment obligations to participating vendors under its deferred payment program is summarized as follows for the year ended December 31, 2024 and are included in short-term borrowings in the table above:

Balance, beginning of period $ 425

Obligations confirmed during the year 1,795

Obligations paid during the year ( 1,462 )

Balance, end of period $ 758

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

10 unchanged sentences

Operating lease right-of-use assets obtained in exchange for operating lease obligations were $ 274 million, $ 335 million and $ 221 million for the years ended December 31, 2024, 2023 and 2022, respectively.

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)

Supplemental balance sheet information related to leases is as follows.

1 unchanged sentence

Included within other noncurrent assets

$ 1,244 $ 1,270

Operating lease liabilities:

4 unchanged sentences

Weighted average discount rate for operating leases 5.1 % 4.5 %

CHARTER COMMUNICATIONS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024, 2023 AND 2022

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

Maturities of operating lease liabilities as of December 31, 2024 are as follows.

3 unchanged sentences

Lease liabilities on consolidated balance sheet as of December 31, 2024

Long-Term Debt

A summary of our debt as of December 31, 2024 and 2023 is as follows:

9 unchanged sentences

(b) The Company had availability under the Charter Operating credit facilities of approximately $ 6.3 billion as of December 31, 2024.

The estimated fair value of the Company’s senior unsecured and secured notes and debentures as of December 31, 2024 and 2023 is based on quoted market prices in active markets and is classified within Level 1 of the valuation hierarchy, while the estimated fair value of the Company’s credit facilities is based on quoted market prices in inactive markets and is classified within Level 2.

In May 2024, Charter Operating and Charter Communications Operating Capital Corp.

jointly issued $ 1.5 billion of 6.100 % senior secured notes due June 2029 at a price of 99.944 % of the aggregate principal amount and $ 1.5 billion of 6.550 % senior secured notes due June 2034 at a price of 99.755 % of the aggregate principal amount.

The net proceeds were used to fund a concurrent tender offer to repurchase $ 2.7 billion in aggregate principal amount of Charter Operating's 4.908 % senior secured notes due July 2025, to prepay Charter Operating's outstanding Term B-1 Loan and to pay related fees and expenses.

The transactions resulted in a gain on extinguishment of debt of approximately $ 9 million for the year ended December 31, 2024 recorded in other income (expense), net in the consolidated statements of operations.

In December 2024, Charter Operating entered into an amendment to its credit agreement to (i) establish a new Revolving Loan C (including by converting a portion of the existing Revolving Loan B commitments to Revolving Loan C commitments), (ii) convert a portion of the Term A-5 Loan to Term A-7 Loan and repay any remaining Term A-5 Loan that was not converted to Term A-7 Loan, and (iii) convert or replace a portion of the Term B-2 Loan with a new tranche of Term B-5 Loan and repay any remaining Term B-2 Loan that was not converted to Term B-5 Loan, among other amendments.

The transactions resulted

CHARTER COMMUNICATIONS, INC.

3 unchanged sentences

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

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

In 2023, CCO Holdings, LLC ("CCO Holdings") and CCO Holdings Capital Corp.

jointly issued $ 1.1 billion aggregate principal amount of senior unsecured notes and Charter Operating and Charter Communications Operating Capital Corp.

jointly issued $ 2.0 billion aggregate principal amount of senior secured notes.

The notes were issued at varying rates, prices and maturity dates and the net proceeds were used to pay related fees and expenses and for general corporate purposes, including funding buybacks of Charter Class A common stock and Charter Holdings common units as well as repaying certain indebtedness.

During the years ended December 31, 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 (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.

in a loss on extinguishment of debt of approximately $ 8 million for the year ended December 31, 2024 recorded in other income (expense), net in the consolidated statements of operations.

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

Each of the transactions resulted in a loss on extinguishment of debt of approximately $ 3 million for the years ended December 31, 2023 and 2022 recorded in other income (expense), net in the consolidated statements of operations.

CCO Holdings Notes

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The leverage ratio was 3.9 as of December 31, 2024.

Charter Operating Notes

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

In addition, the Charter Operating notes are secured by a perfected first priority security interest in substantially all of the assets of Charter Operating and substantially all of its subsidiaries to the extent such liens can be perfected under the Uniform Commercial Code by the filing of a financing statement and the liens rank equally with the liens on the collateral securing obligations under the Charter Operating credit facilities.

Charter Operating may redeem some or all of the Charter Operating notes, prior to their respective par call dates, at any time at a premium.

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

CHARTER COMMUNICATIONS, INC.

3 unchanged sentences

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

Charter Operating Notes

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

Charter Operating may redeem some or all of the Charter Operating notes at any time at a premium.

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

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

incur liens securing indebtedness for borrowed money and on the ability of Charter Operating to consolidate, merge or convey or transfer substantially all of their assets.

The Charter Operating indentures also contain customary events of default.

Charter Operating Credit Facilities

In 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 $ 10.3 billion at December 31, 2024 as follows:

• 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 $ 437 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 A-7 Loan with a remaining principal amount of approximately $ 4.5 billion, which is repayable in quarterly installments and aggregating $ 227 million in each loan year, with the remaining balance due at final maturity on March 15, 2030.

Pricing on Term A-7 Loan is SOFR plus 1.25 %;

• Term B-3 Loan with a remaining principal amount of approximately $ 737 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.

2 unchanged sentences

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.

• Term B-5 Loan with a remaining principal amount of approximately $ 2.5 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 December 15, 2031.

Pricing on Term B-5 Loan is SOFR plus 2.25 %;

• a Revolving Loan B allowing for borrowings of up to approximately $ 960 million maturing on August 31, 2027;

• a Revolving Loan C with an outstanding balance of $ 140 million and allowing for borrowings of up to $ 5.5 billion maturing on March 15, 2030.

Pricing on the revolving loans 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, 2024, $ 35 million of the revolving loans were utilized to collateralize a like principal amount of letters of credit out of $ 425 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, as defined, plus an applicable margin.

1 unchanged sentence

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

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)

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 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.

3 unchanged sentences

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

At December 31, 2024, Charter Operating had a consolidated leverage ratio of approximately 2.7 and a consolidated first lien leverage ratio of 2.7 .

Both ratios are in compliance with the ratios required by the Charter Operating credit facilities of 5.0 to

CHARTER COMMUNICATIONS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024, 2023 AND 2022

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

1.0 consolidated leverage ratio and 4.0 to 1.0 consolidated first lien leverage ratio.

A failure by Charter Operating to maintain the financial covenants would result in an event of default under the Charter Operating credit facilities and the debt of CCO Holdings.

Time Warner Cable, LLC Notes and Debentures

13 unchanged sentences

The TWCE indentures also contain customary events of default.

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)

Limitations on Distributions

3 unchanged sentences

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

CHARTER COMMUNICATIONS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024, 2023 AND 2022

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

Liquidity and Future Principal and Interest Payments

14 unchanged sentences

$ 93,779 $ 60,937

Equipment Installment Plan Financing Facility

In June 2024, a bankruptcy remote special purpose vehicle and consolidated subsidiary of the Company, CCO EIP Financing, LLC, (the “SPV Borrower”) entered into a senior secured revolving credit facility to finance the purchase of equipment installment plan receivables (“EIP Receivables”) with a number of financial institutions (the “EIP Financing Facility”).

The revolving credit facility under the EIP Financing Facility bears interest on the outstanding borrowings based on lenders’ cost of funds plus an applicable margin and was 5.78 % as of December 31, 2024.

The EIP Financing Facility has a final maturity date of June 20, 2028, comprised of a one-year revolving loan period, subject to annual renewal, and if not renewed, cash flows on EIP Receivables are applied to amortize the loan which may occur over a period of up to three years.

SPV Borrower may borrow up to $ 1.25 billion under the EIP Financing Facility.

As of December 31, 2024, the carrying value of the EIP Financing Facility was $ 1.1 billion and is included in the Company’s consolidated balance sheets.

The SPV Borrower’s sole business consists of the purchase or acceptance through capital contributions of the EIP Receivables from Spectrum Mobile Equipment, LLC, (the sole direct parent entity of SPV Borrower that originates the EIP Receivables) and the subsequent retransfer of or granting of a security interest in such EIP Receivables to the administrative agent under the EIP Financing Facility.

The SPV Borrower is a separate legal entity with its own separate creditors who will be entitled, upon its liquidation, to be satisfied out of the SPV Borrower’s assets prior to any assets or value in the SPV Borrower becoming available to the SPV Borrower’s equity holders, and the assets of the SPV Borrower are not available to pay creditors of any other affiliate of the Company.

The EIP Financing Facility is accounted for on a consolidated basis as a secured borrowing.

As of December 31, 2024, pledged EIP Receivables with an unpaid principal balance of $ 1.6 billion, included in accounts receivable, net and other noncurrent assets, and restricted cash of $ 47 million, included in prepaid expenses and other current assets, are held by the SPV Borrower and reflected in the Company’s consolidated balance sheets.

Receipts from mobile customers related to the underlying EIP Receivables are reflected as cash flows from operating activities and borrowings and repayments under the EIP Financing Facility are reflected as cash flows from financing activities in the Company’s consolidated statements of cash flows.

CHARTER COMMUNICATIONS, INC.

39 unchanged sentences

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

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).

Share buybacks above include shares of Charter Class A common stock purchased from Liberty Broadband Corporation (“Liberty Broadband”) pursuant to the Existing LBB Letter Agreement, as amended by the Stockholders and Letter Agreement Amendment, as follows (see Note 18).

Year Ended December 31,

2024 2023 2022

Number of shares purchased 980,558 950,721 6,168,174

8 unchanged sentences

The Company is a holding company whose principal asset is a controlling equity interest in Charter Holdings, the indirect owner of the Company’s cable systems.

Noncontrolling interests on the Company’s balance sheet primarily includes A/N’s equity interests in Charter Holdings, which is comprised of a common ownership interest and prior to June 18, 2021, a convertible preferred ownership interest.

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 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.

Noncontrolling interests on the Company’s balance sheet primarily includes A/N’s equity interests in Charter Holdings, which is comprised of a common ownership interest.

As of December 31, 2024, A/N held 16.5 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 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.

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 10 % to 11 % and was $ 767 million, $ 702 million and $ 792 million for the years ended December 31, 2024, 2023 and 2022, 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.

To the extent such tax distributions would exceed Charter’s cash tax requirements, it may waive its entitlement to tax distributions and, instead, issue a non-pro rata "advance" to A/N, which will accrue interest at a money market rate and will reduce A/N’s exchange value into cash or Charter Class A common stock.

To the extent such tax distributions would exceed Charter’s cash tax requirements, it may waive its entitlement to tax distributions and, instead, issue a non-pro rata "advance" to A/N, which will accrue interest at the interest rate applicable to Charter Operating’s revolving credit facility and will reduce A/N’s exchange value into cash or Charter Class A common stock.

Charter Holdings distributed $ 155 million, $ 156 million and $ 110 million to A/N as a pro rata tax distribution on its common units during the years ended December 31, 2024, 2023 and 2022, respectively.

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 Charter Holdings' purchase of Charter Holdings common units from A/N pursuant to the A/N Letter Agreement (see Note 18) and the effect on total shareholders' equity during the years ended December 31, 2024, 2023 and 2022.

5 unchanged sentences

Decrease in additional paid-in-capital, net of tax $ ( 38 ) $ ( 140 ) $ ( 681 )

Total shareholders' equity was also adjusted during the years ended December 31, 2023, 2022 and 2021 due to changes in Charter Holdings' ownership, including the impact of the preferred unit conversion discussed above, as follows.

CHARTER COMMUNICATIONS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024, 2023 AND 2022

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

Total shareholders' equity was also adjusted during the years ended December 31, 2024, 2023 and 2022 due to changes in Charter Holdings' ownership as follows.

Year Ended December 31,

2024 2023 2022

Decrease in noncontrolling interest $ ( 104 ) $ ( 659 ) $ ( 2,153 )

Increase in additional paid-in-capital, net of tax $ 78 $ 497 $ 1,625

As a result of the preferred unit conversion, the preferred noncontrolling interest carrying amount of $ 3.2 billion was reclassified to common noncontrolling interest and remeasured to $ 2.0 billion representing the relative effective Charter Holdings common ownership amount in all Charter Holdings partnership capital account balances resulting in a $ 1.2 billion reclass from noncontrolling interest to additional paid-in capital.

A deferred tax liability of $ 300 million was recorded with the offset to additional paid-in capital as part of the Charter Holdings ownership change equity adjustments.

Increase (decrease) in noncontrolling interest $ 13 $ ( 104 ) $ ( 659 )

Increase (decrease) in additional paid-in-capital, net of tax $ ( 10 ) $ 78 $ 497

Accounting for Derivative Instruments and Hedging Activities

22 unchanged sentences

Video 15,126 16,351 17,460

Voice 1,510 1,559 1,598

Mobile service 3,083 2,243 1,698

Voice 1,437 1,510 1,559

Residential revenue 43,006 43,136 42,939

6 unchanged sentences

Residential Services

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

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

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

7 unchanged sentences

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

Performance obligations relating to services provided by third-party content providers where the Company does not control the delivery of the services are presented net of costs paid because the Company is acting as an agent in such situations.

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

7 unchanged sentences

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 $ 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.

Fees of $ 941 million, $ 993 million and $ 1.1 billion for the years ended December 31, 2024, 2023 and 2022, respectively, are reported in revenues on a gross basis with a corresponding operating

CHARTER COMMUNICATIONS, INC.

3 unchanged sentences

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

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.

Commercial Services

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

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

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

33 unchanged sentences

Balance, end of period $ 204 $ 268 $ 219

Segment Reporting

The Company’s operations are managed and reported to its Chief Executive Officer (“CEO”), the Company’s chief operating decision maker ("CODM"), on a consolidated basis.

The Company provides broadband connectivity services with all of its services delivered to customers over an advanced communications network.

The CODM assesses performance and allocates resources based on the Company’s consolidated statements of operations, as the converged network requires the CODM to manage and evaluate the results of the business in a consolidated manner to drive efficiencies and develop uniform strategies.

Accordingly, key components and processes of the Company’s operations are managed centrally, including contracting for programming, capital and new technology development and deployment, plant engineering, customer service, marketing, legal and government affairs.

Segment asset information is not used by the CODM to allocate resources.

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

As a single reportable segment entity, the Company’s segment performance measure is net income attributable to Charter shareholders.

See Note 13 for a description of the Company's disaggregated revenues by product line.

Significant segment expenses are presented in the Company’s consolidated statements of operations.

Additional disaggregated significant segment expenses on a functional basis, that are not separately presented on the Company’s consolidated statements of operations, are presented below.

Operating Costs and Expenses

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

Year Ended December 31,

2 unchanged sentences

Other costs of revenue 6,351 5,587 4,804

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

Field and technology operations 5,083 5,113 4,793

Customer operations 3,221 3,302 3,294

Sales and marketing 3,714 3,653 3,585

Stock compensation expense (see Note 15) 651 692 470

Other 4,494 4,420 4,310

1 unchanged sentence

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.

Other costs of revenue include costs directly related to providing Internet, video, mobile and voice 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,

2023 2022 2021

Special charges, net $ 198 $ 273 $ 249

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

$ ( 53 ) $ 281 $ 329

Field and technology operations costs include indirect costs incurred to manage the Company's inside and outside cable network, including labor for the non-capitalizable portion of customer installations and service and repairs.

Customer operations costs include call center labor costs for customer care, billing costs, bad debt expense, and collections.

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

Other expense

CHARTER COMMUNICATIONS, INC.

3 unchanged sentences

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

includes corporate overhead costs, as well as indirect costs associated with Spectrum Enterprise, Spectrum Reach, Spectrum Networks and Spectrum Community Solutions, including related sales and marketing and bad debt expenses.

Other Operating (Income) Expense, Net

Year Ended December 31,

2024 2023 2022

Special charges, net $ 139 $ 198 $ 273

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

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

(Gain) loss on disposal of assets, net ( 12 ) ( 251 ) 8

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.

$ 127 $ ( 53 ) $ 281

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

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.

(Gain) loss on disposal of assets, net includes a $ 262 million gain on sale of towers during the year ended December 31, 2023.

Other Income (Expense), Net

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

Year Ended December 31,

2024 2023 2022

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

Gain (loss) on extinguishment of debt (see Note 8) $ 1 $ ( 3 ) $ ( 3 )

Gain (loss) on financial instruments, net (see Note 12) ( 34 ) 45 ( 95 )

20 unchanged sentences

Restricted stock generally vests one year from the date of grant.

As of December 31, 2023, total unrecognized compensation remaining to be recognized in future periods totaled $ 390 million for stock options, $ 1 million for restricted stock and $ 440 million for restricted stock units and the weighted average period over which they are expected to be recognized is 3 years for stock options, 4 months for restricted stock and 2 years for restricted stock units.

The Company recorded $ 692 million, $ 470 million and $ 430 million of stock compensation expense for the years ended December 31, 2023, 2022 and 2021, respectively, which is included in operating costs and expenses.

As of December 31, 2024, total unrecognized compensation remaining to be recognized in future periods totaled $ 276 million for stock options, $ 1 million for restricted stock and $ 396 million for restricted stock units and the weighted average period

CHARTER COMMUNICATIONS, INC.

3 unchanged sentences

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

over which they are expected to be recognized is 2 years for stock options, 4 months for restricted stock and 2 years for restricted stock units.

A summary of the activity for Charter’s stock options for the years ended December 31, 2024, 2023 and 2022, is as follows (shares in thousands, except per share data):

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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 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 Charter Holdings Limited Liability Company Agreement (“LLC Agreement”) and partnership tax rules and regulations.

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

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

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

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

Tax Receivable Agreement

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

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

Charter's 2022 and 2023 tax years remain open for examination and assessment.

Charter’s 2017 and 2018 tax years remain open solely for purposes of loss and credit carryforwards.

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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, 2012 and 2015, while 2013 and 2014 have moved to Appeals.

Charter Holdings’ 2022 and 2023 tax years remain 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, 2012 and 2015.

The 2013 and 2014 years were settled.

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

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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, 2024, nor does the Company anticipate a material impact in the future.

Earnings Per Share

Basic earnings per common share is computed by dividing net income attributable to Charter shareholders by the weighted average number of shares of common stock outstanding during the period.

Diluted earnings per common share considers the impact of potentially dilutive securities using the treasury stock and if-converted methods and is based on the weighted average number of shares used for the basic earnings per share calculation, adjusted for the dilutive effect of stock options, restricted stock, restricted stock units, equity awards with market conditions and Charter Holdings common units.

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

CHARTER COMMUNICATIONS, INC.

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

were not included in the computation of diluted earnings per share as their effect would have been antidilutive.

Earnings Per Share

Basic earnings per common share is computed by dividing net income attributable to Charter shareholders by the weighted average number of shares of common stock outstanding during the period.

Charter Holdings common units of 17 million, 18 million and 20 million for the years ended December 31, 2024, 2023 and 2022, respectively, were not included in the computation of diluted earnings per share as their effect would have been antidilutive.

The following is the computation of diluted earnings per common share for the years presented.

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Net income attributable to Charter shareholders $ 5,083 $ 4,557 $ 5,055

Effect of dilutive securities:

Charter Holdings convertible preferred units — — 70

Net income attributable to Charter shareholders after assumed conversions $ 4,557 $ 5,055 $ 4,724

Weighted average common shares outstanding, basic 143,061,337 149,208,188 161,501,355

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Assumed exercise or issuance of shares relating to stock plans 2,302,434 2,758,125 2,932,241

Weighted average Charter Holdings convertible preferred units — — 4,321,538

Weighted average common shares outstanding, diluted 145,363,771 151,966,313 164,433,596

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Liberty Broadband and A/N

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.

Under the terms of the Second Amended and Restated Stockholders Agreement among Charter, Liberty Broadband and A/N, dated as of May 23, 2015 (the “Existing Stockholders Agreement”), as amended by Amendment No.

1 to the Second Amended and Restated Stockholders Agreement and the Letter Agreement, dated as of November 12, 2024 (the “Stockholders and Letter Agreement Amendment”), 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.

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Each of A/N and Liberty Broadband is entitled to nominate at least one director to each of the committees of Charter’s Board of Directors, subject to applicable stock exchange listing rules and certain specified voting or equity ownership thresholds for each of A/N and Liberty Broadband, and provided that the Nominating and Corporate Governance Committee and the Compensation and Benefit Committee each have at least a majority of directors independent from A/N, Liberty Broadband and Charter (referred to as the “unaffiliated directors”).

Each of the Nominating and Corporate Governance Committee and the Compensation and Benefits Committee is currently comprised of three unaffiliated directors and one designee of each of A/N and Liberty Broadband.

A/N and Liberty Broadband also have certain other committee designation and governance rights.

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.

Each of the Nominating and Corporate Governance Committee and the Compensation and Benefits Committee is

CHARTER COMMUNICATIONS, INC.

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(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.

currently comprised of three unaffiliated directors and one designee of each of A/N and Liberty Broadband.

A/N and Liberty Broadband also have certain other committee designation and governance rights.

A description of the terms of the Stockholders and Letter Agreement Amendment is set forth below under “Stockholders and Letter Agreement Amendment.”

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.

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See Note 16 for more information.

In February 2021, Charter and Liberty Broadband entered into a letter agreement (the “LBB Letter Agreement”).

The LBB Letter Agreement implements Liberty Broadband’s obligations under the Stockholders Agreement to participate in share repurchases by Charter.

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

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

In February 2021, Charter and Liberty Broadband entered into a letter agreement (the “Existing LBB Letter Agreement”), as amended by the Stockholders and Letter Agreement Amendment.

The Existing LBB Letter Agreement implemented Liberty Broadband’s obligations under the Existing Stockholders Agreement to participate in share repurchases by Charter.

Under the Existing LBB Letter Agreement, Liberty Broadband sold 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 did not exceed the ownership cap then applicable to Liberty Broadband under the Existing 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.

The Existing LBB Letter Agreement was amended on November 12, 2024 pursuant to the Stockholders and Letter Agreement Amendment as described below under “Stockholders and Letter Agreement Amendment.”

Gregory Maffei, a director of Charter and former President and CEO and director and holder of a 3.7 % 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 a 48.9 % voting interest in Liberty Broadband, also serves on the Qurate board of directors.

John Malone, Chairman of the board of directors of Liberty Broadband and holder of a 48.5 % voting interest in Liberty Broadband, also serves on the Qurate board of directors.

As reported in SEC filings of Qurate, Mr.

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For the years ended December 31, 2024, 2023 and 2022, the Company recorded revenue in aggregate of approximately $ 48 million, $ 47 million and $ 43 million, respectively, from HSN and QVC as part of channel carriage fees and revenue sharing arrangements for home shopping sales made to customers in the Company’s footprint.

Liberty Broadband Combination

On November 12, 2024, Charter, Liberty Broadband, Fusion Merger Sub 1, LLC, a wholly owned subsidiary of Charter, and Fusion Merger Sub 2, Inc., a wholly owned subsidiary of Fusion Merger Sub 1, LLC, entered into an Agreement and Plan of Merger (as it may be amended or supplemented from time to time, the “merger agreement”), pursuant to which, subject to the terms and conditions set forth therein, Charter will acquire Liberty Broadband through the merger of Fusion Merger Sub 2, Inc.

with and into Liberty Broadband (the “merger”), with Liberty Broadband surviving the merger and becoming an indirect wholly owned subsidiary of Charter.

Immediately following the merger, Liberty Broadband, as the surviving corporation of the merger, will merge with and into Fusion Merger Sub 1, LLC (the “upstream merger” and together with the merger, the “combination”), with Fusion Merger Sub 1, LLC surviving the upstream merger as a wholly owned subsidiary of Charter.

At the effective time of the merger (the “effective time”):

• each share of (i) Liberty Broadband Series A common stock, par value $ 0.01 per share (“Liberty Broadband Series A common stock”), (ii) Liberty Broadband Series B common stock, par value $ 0.01 per share (“Liberty Broadband Series B common stock”), and (iii) Liberty Broadband Series C common stock, par value $ 0.01 per share (“Liberty Broadband Series C common stock” and together with the Liberty Broadband Series A common stock and the Liberty Broadband Series B common stock, the “Liberty Broadband common stock”), in each case, issued and outstanding immediately prior to the effective time (other than certain excluded shares as set forth in the merger agreement) will be converted into the

CHARTER COMMUNICATIONS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024, 2023 AND 2022

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

right to receive 0.236 of a validly issued, fully paid and nonassessable share of Charter Class A common stock, par value $ 0.001 per share (“Charter Class A common stock”);

• each share of Liberty Broadband Series A cumulative redeemable preferred stock, par value $ 0.01 per share (“Liberty Broadband preferred stock”), issued and outstanding immediately prior to the effective time (other than excluded treasury shares as set forth in the merger agreement) will be converted into the right to receive one share of newly issued Charter Series A cumulative redeemable preferred stock, par value $ 0.001 per share (“Charter preferred stock”).

The Charter preferred stock will have substantially identical terms to the Liberty Broadband preferred stock, including a mandatory redemption date of March 8, 2039.

As of December 31, 2024, Liberty Broadband’s principal assets currently consist of approximately 45.3 million shares of Charter Class A common stock and its subsidiary GCI, LLC, which is comprised of one operating entity, GCI Holdings, LLC (“GCI”), Alaska’s largest communications provider.

Pursuant to the merger agreement, Liberty Broadband has agreed to spin off GCI by way of a distribution to the stockholders of Liberty Broadband prior to the closing of the Merger Transaction.

The GCI distribution is expected to be taxable to Liberty Broadband and its stockholders, with Charter bearing the corporate level tax liability upon completion of the combination.

However, to the extent such corporate level tax liability exceeds $ 420 million, Charter will be entitled under a tax receivables agreement to the portion of the tax benefits realized by GCI corresponding to such excess.

The companies currently expect the transaction to close on June 30, 2027, unless otherwise agreed, subject to the completion of the GCI spin-off and other customary closing conditions.

Voting Agreements

In connection with the transactions contemplated by the merger agreement, on November 12, 2024, Dr.

Malone’s affiliated holders of shares of Liberty Broadband common stock and Liberty Broadband preferred stock (collectively, the “Malone Group) entered into a voting agreement with Charter and Liberty Broadband, pursuant to which, subject to certain conditions, the Malone Group has committed to vote its shares of Liberty Broadband common stock and Liberty Broadband preferred stock representing approximately 48.5 % of the total voting power of the issued and outstanding shares of Liberty Broadband common stock and Liberty Broadband preferred stock, in the aggregate, in favor of the adoption of the merger agreement and the approval of the transactions contemplated thereby.

In addition, on November 12, 2024, Gregory B.

Maffei and certain related holders of shares of Liberty Broadband common stock and Liberty Broadband preferred stock (collectively, the “Maffei Group”) entered into a voting agreement with Charter and Liberty Broadband, pursuant to which, subject to certain conditions, the Maffei Group has committed to vote its shares of Liberty Broadband common stock and Liberty Broadband preferred stock representing approximately 3.7 % of the total voting power of the issued and outstanding shares of Liberty Broadband common stock and Liberty Broadband preferred stock, in the aggregate, in favor of the adoption of the merger agreement and the approval of the transactions contemplated thereby.

For additional information, see the definitive joint proxy statement/prospectus with respect to the combination, filed by Charter on January 22, 2025, including the sections entitled “The Combination,” “The Merger Agreement,” “Other Agreements Related to the Combination - Malone Voting Agreement” and “Other Agreements Related to the Combination - Maffei Voting Agreement” included therein.

Stockholders and Letter Agreement Amendment

Simultaneously with the entry into the merger agreement, Charter, Liberty Broadband and A/N entered into the Stockholders and Letter Agreement Amendment to amend (i) the Existing Stockholders Agreement and (ii) the Existing LBB Letter Agreement.

The Stockholders and Letter Agreement Amendment sets forth, among other things, the terms of Liberty Broadband’s participation in Charter’s share repurchases during the period between the execution of the merger agreement and the effective time of the merger agreement.

Pursuant to the Stockholders and Letter Agreement Amendment, each month during the pendency of the proposed transaction, Charter will repurchase shares of Charter Class A common stock from Liberty Broadband in an amount equal to the greater of (i) $ 100 million and (ii) the Liberty Broadband minimum liquidity threshold as set forth in the Stockholders and Letter Agreement Amendment, provided that if any repurchase would reduce Liberty

CHARTER COMMUNICATIONS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024, 2023 AND 2022

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

Broadband’s equity interest in Charter below 25.25 % after giving effect to such repurchase or if all or a portion of such repurchase is not permitted under applicable law, then Charter shall instead loan to Liberty Broadband an amount equal to the lesser of (x) the repurchase amount that cannot be repurchased and (y) the Liberty Broadband minimum liquidity threshold as set forth in the Stockholders and Letter Agreement Amendment less the repurchase amount that is repurchased, with such loan on the terms set forth in the Stockholders and Letter Agreement Amendment.

From and after the date Liberty Broadband’s exchangeable debentures are no longer outstanding, the amount of monthly repurchases will be the lesser of (i) $ 100 million and (ii) an amount equal to the sum of (x) the amount needed in the reasonable judgment of Charter to maintain unrestricted cash balance of Liberty Broadband and its subsidiaries (other than GCI, GCI Spinco and their respective subsidiaries) or $50 million plus (y) the aggregate outstanding principal amount of the Liberty Broadband margin loan.

The purchase price payable by Charter to Liberty Broadband in connection with such monthly repurchases will equal (i) the average price paid by Charter for shares of Charter Class A common stock repurchased during the immediately preceding calendar month (excluding shares repurchased from A/N and certain other excluded repurchases) or (ii) if Charter has not engaged in any repurchases of shares of Charter Class A common stock during the immediately preceding calendar month (other than any repurchases from A/N and certain other excluded repurchases), a purchase price based on a Bloomberg volume-weighted average price methodology proposed by Charter and reasonably acceptable to Liberty Broadband.

Liberty Broadband will apply the proceeds from any such repurchases or borrowings from Charter to repay certain of its outstanding indebtedness in accordance with the Stockholders and Letter Agreement Amendment.

The Stockholders and Letter Agreement Amendment provides that Liberty Broadband will be exempt from the standstill restrictions and the ownership cap under the Existing Stockholders Agreement to the extent its ownership in Charter exceeds such ownership cap solely as a result of the repurchase provisions in the Stockholders and Letter Agreement Amendment.

For additional information, see the definitive joint proxy statement/prospectus with respect to the combination, filed by Charter on January 22, 2025, including the sections entitled “The Combination,” “The Merger Agreement” and “Other Agreements Related to the Combination - Stockholders and Letter Agreement Amendment” included therein.

Other Agreements

Simultaneously with the entry into the merger agreement, certain additional related agreements were entered into by Charter and Liberty Broadband, including:

• An Assumption and Joinder Agreement to Tax Sharing Agreement, by and among Charter, Liberty Broadband, Grizzly Merger Sub 1, LLC (successor to GCI Liberty, Inc.) (“Grizzly Merger Sub”) and Qurate, pursuant to which Charter agrees to assume, effective at the Effective Time, Liberty Broadband’s rights and obligations under the Tax Sharing Agreement, dated as of March 9, 2018, by and between Qurate and Grizzly Merger Sub;

• An Assumption and Joinder Agreement to Indemnification Agreement, by and among Charter, Liberty Broadband, Grizzly Merger Sub, LV Bridge, LLC, Qurate and Liberty Interactive LLC, pursuant to which Charter agrees to assume, effective at the Effective Time, Liberty Broadband’s rights and obligations under the Indemnification Agreement, dated as of March 9, 2018, by and among Grizzly Merger Sub, Qurate, Liberty Interactive LLC and LV Bridge, LLC.

For additional information, see the definitive joint proxy statement/prospectus with respect to the combination, filed by Charter on January 22, 2025, including the sections entitled “The Combination,” “The Merger Agreement” and “Other Agreements Related to the Combination - Additional Transaction Agreements” included therein.

Equity Investments

The Company has agreements with certain equity investees (see Note 5) pursuant to which the Company has made or received related party transaction payments for the receipt of goods or services.

The Company has agreements with certain equity investees (see Note 5) pursuant to which the Company has made or received payments for the receipt of goods or services.

The Company recorded payments to equity investees totaling $ 189 million, $ 180 million and $ 213 million during the years ended December 31, 2024, 2023 and 2022, respectively.

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Franchise fees and other franchise-related costs included in the accompanying statement of operations were $ 604 million, $ 664 million and $ 730 million for the years ended December 31, 2024, 2023 and 2022 respectively.

• The Company has $ 530 million in letters of credit, of which $ 36 million is secured under the Charter Operating credit facility, primarily to its various casualty carriers as collateral for reimbursement of workers' compensation, auto liability and general liability claims, as well as $ 296 million of surety bonds.

• The Company has $ 425 million in letters of credit, of which $ 35 million are issued under the Charter Operating credit facility, primarily to its various casualty carriers as collateral for reimbursement of workers' compensation, auto liability and general liability claims, as well as $ 416 million of surety bonds.

Legal Proceedings

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.

The Company is a defendant or co-defendant in several lawsuits involving alleged infringement of various intellectual property relating to various aspects of its businesses.

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

In the event that a court ultimately determines that the Company infringes on any intellectual property, the Company may be subject to substantial damages and/or an injunction that could require the Company or its vendors to modify certain products and services the Company offers to its subscribers, as well as negotiate royalty or license agreements with respect to the intellectual property at issue.

While the Company believes the lawsuits are without merit and intends to defend the actions vigorously, no assurance can be given that any adverse outcome would not be material to the Company’s operations, consolidated financial condition, results of operations, or liquidity.

The Company cannot predict the outcome of any such claims nor can it reasonably estimate a range of possible loss.

The Company is party to other lawsuits, claims and regulatory inquiries or investigations that arise in the ordinary course of conducting its business or in connection with the Company’s participation in government funding programs.

CHARTER COMMUNICATIONS, INC.

3 unchanged sentences

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

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.

While the Company believes the lawsuits are without merit and intends to defend the actions vigorously, no assurance can be given that any adverse outcome would not be material to the Company’s consolidated financial condition, results of operations, or liquidity.

The Company cannot predict the outcome of any such claims nor can it reasonably estimate a range of possible loss.

The Company is party to other lawsuits, claims and regulatory inquiries that arise in the ordinary course of conducting its business.

The ultimate outcome of these other legal matters pending against the Company cannot be predicted, and although such lawsuits and claims are not expected individually to have a material adverse effect on the Company’s consolidated financial condition, results of operations or liquidity, such lawsuits could have, in the aggregate, a material adverse effect on the Company’s consolidated financial condition, results of operations or liquidity.

outcome of these other legal matters pending against the Company cannot be predicted, and although such lawsuits and claims are not expected individually to have a material adverse effect on the Company’s operations, consolidated financial condition, results of operations or liquidity, such lawsuits could have, in the aggregate, a material adverse effect on the Company’s operations, consolidated financial condition, results of operations or liquidity.

Whether or not the Company ultimately prevails in any particular lawsuit or claim, litigation can be time consuming and costly and injure the Company’s reputation.

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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.

The benefit obligation for the qualified pension plan is 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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Funded status $ 107 $ 127

CHARTER COMMUNICATIONS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024, 2023 AND 2022

(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, 2024, 2023 and 2022 consisted of the following:

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Net periodic pension benefit (cost) $ ( 23 ) $ ( 216 ) $ 254

The remeasurement loss recorded during the year ended December 31, 2024 was primarily driven by 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 remeasurement gain recorded during the year ended December 31, 2022 was 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, 2024 and 2023 were 5.08 % and 4.65 %, respectively.

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Discount rate 4.65 % 5.46 % 3.01 %

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.

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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).

CHARTER COMMUNICATIONS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024, 2023 AND 2022

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

The following tables set forth the investment assets of the qualified pension plan by level within the fair value hierarchy as of December 31, 2024 and 2023:

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Fair Value Level 2 Level 3 Fair Value Level 2 Level 3

Cash $ — $ — $ — $ 6 $ 6 $ —

Collective trust funds (a)

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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

The following table represents a rollforward of the GAC, which consist of Level 3 assets, as of December 31, 2024:

Year Ended December 31,

Balance, beginning of period $ 1,464 $ —

Purchases — 1,430

Unrealized gain 34

Balance at December 31, 2023

Unrealized gain (loss) ( 101 ) 34

Balance, end of period $ 1,363 $ 1,464

Pension Plan Contributions

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Benefit payments for the pension plans are expected to be $ 209 million in 2025, $ 185 million in 2026, $ 176 million in 2027, $ 168 million in 2028, $ 163 million in 2029 and $ 741 million in 2030 to 2034.

CHARTER COMMUNICATIONS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024, 2023 AND 2022

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

Defined Contribution Benefit Plans

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Accounting Standards Update ( “ASU”) No.

2023-07, Segment Reporting (Topic 280):

2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”)

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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.

The Company adopted ASU 2023-07 for the year ended December 31, 2024 (see Note 14).

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

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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

ASU 2023-09 improves the transparency of income tax 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).

Early adoption is permitted.

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

2024-03, Disaggregation of Income Statement Expenses - DISE (“ASU 2024-03”)

In November 2024, the FASB issued ASU 2024-03, that requires new financial statement disclosures in tabular format, disaggregating information about prescribed categories underlying any relevant income statement expense caption.

Qualitative disclosures about any remaining amounts in relevant expense line items must be provided.

Separate disclosures of total selling expenses and an entity’s definition of those expenses are also required.

ASU 2024-03 is effective for annual periods beginning after December 15, 2026 (year ending December 31, 2027 for the Company).

Early adoption is permitted.

The Company expects the adoption of the standard to result in additional disaggregation of expense captions within its footnote disclosures.

CHARTER COMMUNICATIONS, INC.

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

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).

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

9 unchanged sentences

Investment in subsidiaries 35,494 30,801

Loans receivable - related party — 1

Other noncurrent assets 21 7

48 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures