What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-01-30 compared with 2025-01-31 · 138 added, 132 removed, 311 unchanged (46% of the section changed)

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Financial Statements and Supplementary Data.”

We are a leading broadband connectivity company and cable operator with services available to an estimated 57 million homes and businesses in 41 states through our Spectrum brand.

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

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

Spectrum Reach delivers tailored advertising and production for the modern media landscape.

We also distribute award-winning news coverage and sports programming to our customers through Spectrum Networks.

We are a leading broadband connectivity company with services available to 58 million homes and small to large businesses across 41 states through our Spectrum brand.

Founded in 1993, we have evolved from providing cable TV to streaming, and from high-speed Internet to a converged broadband, WiFi and mobile experience.

Over the Spectrum Fiber Broadband Network and supported by our 100% U.S.-based employees, we offer Seamless Connectivity and Entertainment with Spectrum Internet, Mobile, TV and Voice products.

Business — Products and Services” for further description of these services, including customer statistics for different services.

During the year ended December 31, 2024, we lost 508,000 Internet customers while adding 2,117,000 mobile lines.

Our Internet customer growth was challenged by the end of the FCC’s ACP, lower customer move rates and the competitive environment.

While our retention programs for the customers impacted by the end of ACP subsidies have been successful in retaining the vast majority of ACP customers, the end of the ACP subsidy program has been disruptive to our business and resulted in customer losses during the year.

In September, Spectrum launched a new brand platform, Life Unlimited, which emphasizes the power of Spectrum’s advanced network and cutting-edge connectivity products and services along with a new and simplified pricing and packaging strategy that better utilizes its seamless connectivity and entertainment products to offer lower promotional and persistent bundled pricing to drive growth.

Additionally, Spectrum announced new customer commitments focused on reliable connectivity, transparency, exceptional service and a focus on always improving.

Our mobile line growth continued to benefit from our pricing and packaging strategy, including our Anytime Upgrade offering and Phone Balance Buyout program.

Our Internet and mobile product bundles, including Spectrum One, provide a differentiated connectivity experience by bringing together Spectrum Internet, Advanced WiFi and Unlimited Spectrum Mobile to offer consumers fast, reliable and secure online connections on their favorite devices at home and on the go in high-value packages.

Anytime Upgrade allows certain customers to upgrade their devices whenever they want, eliminating traditional wait times, upgrade fees and condition requirements.

Our Phone Balance Buyout program makes switching mobile providers easier by helping customers pay off balances on ported lines.

We spent $2.2 billion on our subsidized rural construction initiative during the year ended December 31, 2024 and activated approximately 393,000 subsidized rural passings.

We currently offer Spectrum Internet products with speeds up to 1 Gbps across our entire footprint.

Our network evolution initiative is progressing.

We are upgrading our network to deliver symmetrical and multi-gigabit speeds across our footprint and are now offering symmetrical speeds in all of our step 1 high split markets.

In 2024, we began offering certain seamless entertainment applications including, among others, Max, Disney+, ESPN+, Paramount+, ViX Premium and Tennis Channel Plus to customers in certain packages and reached agreements with several other programmers that will add Discovery+, Peacock, AMC+ and BET+ in certain packages in 2025.

completed deals with every major programmer to deliver better flexibility and greater value to our customers by including seamless entertainment applications with our Spectrum TV services at no additional cost.

We also continue to evolve our video product and are deploying Xumo stream boxes to new video customers.

Xumo combines a live TV experience with access to hundreds of content applications, and features unified search and discovery, along with a curated content offering based on a customer’s interests and subscriptions.

In September 2024, we launched our Life Unlimited brand platform which includes a new customer commitment that provides performance and service benchmarks and a new and simplified pricing structure designed to drive more value into our relationships.

During the year ended December 31, 2025, we added 1.9 million mobile lines while Internet and video losses improved as compared to the prior year period.

Sales were challenged by the competitive environment but were offset by lower customer churn.

We remain focused on improving customer results through our brand platform, Life Unlimited which emphasizes the power of our advanced fiber-powered network and cutting-edge connectivity products and services, and our simplified pricing and packaging strategy that better utilizes our seamless connectivity and entertainment products to offer lower promotional and persistent bundled pricing to drive growth.

Our Internet and mobile product bundles provide a differentiated connectivity experience by bringing together Spectrum Internet, Advanced WiFi and Unlimited Spectrum Mobile to offer consumers fast, reliable and secure online connections on their favorite devices at home and on the go in high-value packages.

We have completed deals with major programmers to deliver better flexibility and greater value to our customers by including seamless entertainment applications with certain of our Spectrum TV packages at no additional cost.

In July 2025, we began launching the sale of these seamless entertainment applications to customers on an à la carte basis, and we recently launched the Spectrum App Store, a digital storefront that helps customers activate, upgrade, buy and manage their streaming applications in one place.

We also continue to evolve other elements of our video product and are deploying Xumo stream boxes to new video customers.

Our customer commitments focus on reliable connectivity, transparency, exceptional service and always improving.

By continually improving our product set and offering consumers the opportunity to save money by switching to our services, we believe we can continue to penetrate our expanding footprint and sell additional products to our existing customers.

We see operational benefits from the targeted investments we made in employee wages and benefits to build employee skill sets and tenure, as well as the continued investments in digitization of our customer service platforms, all with the goal of improving the customer experience, reducing transactions and driving customer growth and retention.

We spent $2.2 billion on our subsidized rural construction initiative during the year ended December 31, 2025 and activated approximately 483,000 subsidized rural passings.

We currently offer Spectrum Internet products with speeds up to 1 Gbps across our entire footprint and multi-gigabit data speeds in a portion of our footprint.

Our network evolution initiative remains on track to deliver symmetrical and multi-gigabit speeds across our entire footprint with convergence everywhere we operate.

We realized revenue, Adjusted EBITDA and income from operations during the periods presented as follows (in millions;

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Income from operations $ 12,908 $ 13,118 (1.6) %

Adjusted EBITDA is defined as net income attributable to Charter shareholders plus net income attributable to noncontrolling interest, net interest expense, income taxes, depreciation and amortization, stock compensation expense, other income (expense), net and other operating (income) expenses, net, such as special charges and (gain) loss on sale or retirement of assets.

Adjusted EBITDA is defined as net income attributable to Charter shareholders plus net income attributable to noncontrolling interest, net interest expense, income taxes, depreciation and amortization, stock compensation expense, other income (expenses), net and other operating (income) expenses, net, such as special charges, merger and acquisition costs and (gain) loss on sale or retirement of assets.

See “—Use of Adjusted EBITDA and Free Cash Flow” for further information on Adjusted EBITDA and free cash flow.

Growth in total revenue was primarily due to mobile line growth and higher average revenue per customer, partly offset by lower customers.

Adjusted EBITDA and income from operations growth was driven by growth in revenue and decreases in operating costs and expenses, primarily programming expense, partly offset by an increase in mobile device and other mobile direct costs.

Approximately 90% of our revenues for each of the years ended December 31, 2024 and 2023 are attributable to monthly subscription fees charged to customers for our Internet, video, mobile, voice and commercial services as well as regional sports and news channels.

Total revenues decreased slightly primarily due to lower customers, higher seamless entertainment allocation and lower advertising sales, partly offset by mobile line growth and higher average revenue per customer.

Adjusted EBITDA grew slightly with mobile revenues growing at a faster rate than mobile direct costs.

Income from operations was further negatively impacted by an increase in loss on disposal of assets and merger and acquisition costs.

Approximately 89% of our revenues for each of the years ended December 31, 2025 and 2024 are attributable to monthly subscription fees charged to customers for our Internet, mobile, video, voice and commercial services as well as regional sports and news channels.

Generally, these customer subscriptions may be discontinued by the customer at any time subject to a fee for certain commercial customers.

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Certain of our accounting policies require our management to make difficult, subjective and/or complex judgments.

Management has discussed these policies with the Audit Committee of Charter’s Board of Directors, and the Audit Committee has reviewed the following disclosure.

Management has discussed these policies with the Audit Committee of the Board of Directors of Charter, and the Audit Committee has reviewed the following disclosure.

We consider the following policies to be the most critical in understanding the estimates, assumptions and judgments that are involved in preparing our financial statements, and the uncertainties that could affect our results of operations, financial condition and cash flows:

• Capitalization of labor and overhead costs

• Valuation and impairment of franchises and goodwill

• Income taxes

• Defined benefit pension plans

Capitalization of labor and overhead costs

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We capitalize direct labor and overhead using standards developed from actual costs and applicable operational data.

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

We calculate standards

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

For example, the standard amounts of time required to perform capitalizable activities are based on studies of the time required to perform such activities.

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We monitor the appropriateness of our capitalization policies and perform updates to our internal studies on an ongoing basis to determine whether facts or circumstances warrant a change to our capitalization policies.

Valuation and impairment of franchises and goodwill

The carrying value of franchise intangibles as of both December 31, 2025 and 2024 was approximately $67.5 billion (representing 44% and 45% of total assets, respectively), and the carrying value of goodwill as of both December 31, 2025 and 2024 was approximately $29.7 billion (representing 19% and 20% of total assets, respectively).

Franchise rights represent the value attributed to agreements or authorizations with local and state authorities that allow access to homes in cable service areas.

For valuation purposes, they are defined as the future economic benefits of the right to solicit and service potential customers (customer marketing rights), and the right to deploy and market new services to potential customers (service marketing rights).

Management estimates the fair value of franchise rights at the date of acquisition and determines if the franchise has a finite life or an indefinite life.

We have concluded that all of our franchises qualify for indefinite life treatment given that there are no legal, regulatory, contractual, competitive, economic or other factors which limit the period over which these rights will contribute to our cash flows.

We reassess this determination periodically or whenever events or substantive changes in circumstances occur.

All franchises are tested for impairment annually or more frequently as warranted by events or changes in circumstances.

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

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

We performed a quantitative impairment analysis as of October 31, 2025 utilizing a multi-period excess earnings method, a discounted cash flow income approach which isolates discrete cash flows attributable to the franchise intangibles from the business enterprise cash flows.

The income approach incorporated updated projections of the business enterprise cash flows, allocations of cash flows attributable to franchise intangibles, and current market assumptions for growth rates and discount rates.

Based on our quantitative analysis, we concluded that the fair value of the franchises in each unit of accounting exceeds the carrying value of such assets by more than 10%.

Goodwill is also tested for impairment annually or more frequently as warranted by events or changes in circumstances.

We have determined that we have one reporting unit for purposes of the assessment of goodwill impairment.

As with our franchise impairment testing, we elected to perform a quantitative goodwill impairment analysis as of October 31, 2025.

We changed the annual goodwill impairment test date to October 31 from the November 30 date used in the prior year’s qualitative assessment to allow for sufficient time to complete the quantitative analysis in conjunction with the year-end financial reporting process.

The quantitative analysis considers whether the carrying amount of a reporting unit exceeds its fair value of the reporting unit, in which case an impairment charge is recorded to the extent the reporting unit’s carrying value exceeds its fair value.

As a result of that assessment, we concluded that goodwill is not impaired.

For more information, see Note 5 to the accompanying consolidated financial statements contained in “Part II.

Financial Statements and Supplementary Data.”

We recognize deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of our assets and liabilities and expected benefits of utilizing loss carryforwards, including indefinite lived carryovers such as the Section 163(j) interest limitation.

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

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

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

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

In determining our tax provision for financial reporting purposes, we establish a

reserve for uncertain tax positions unless such positions are determined to be “more likely than not” of being sustained upon examination, based on their technical merits.

In determining our tax provision for financial reporting purposes, we establish a reserve for uncertain tax positions unless such positions are determined to be “more likely than not” of being sustained upon examination, based on their technical merits.

There is considerable judgment involved in making such a determination.

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Financial Statements and Supplementary Data” for additional discussion.

Defined benefit pension plans

We sponsor qualified and unqualified defined benefit pension plans that provide pension benefits to a majority of employees who were employed by TWC before the merger with TWC.

As of December 31, 2024, the accumulated benefit obligation and fair value of plan assets was $2.2 billion and $2.3 billion, respectively, and the net funded asset was recorded as a $125 million noncurrent asset, $3 million current liability and $15 million long-term liability.

As of December 31, 2023, the accumulated benefit obligation and fair value of plan assets was $2.4 billion and $2.6 billion, respectively, and the net funded asset was recorded as a $149 million noncurrent asset, $3 million current liability and $19 million long-term liability.

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

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 benefits are based on formulas that reflect the employees’ years of service and compensation during their employment period.

Actuarial gains or losses are changes in the amount of either the benefit obligation or the fair value of plan assets resulting from experience different from that assumed or from changes in assumptions.

We have elected to follow a mark-to-market pension accounting policy for recording the actuarial gains or losses annually during the fourth quarter, or earlier if a remeasurement event occurs during an interim period.

We use a December 31 measurement date for our pension plans.

We recognized net periodic pension cost of $23 million and $216 million in 2024 and 2023, respectively.

Net periodic pension benefit or cost is determined using certain assumptions, including the expected long-term rate of return on plan assets, discount rate and mortality assumptions.

We determined the discount rate used to compute pension cost based on the yield of a large population of high-quality corporate bonds with cash flows sufficient in timing and amount to settle projected future defined benefit payments.

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

We used a discount rate of 5.08% to determine the December 31, 2024 pension plan benefit obligation.

A decrease in the discount rate of 25 basis points would result in a $68 million increase in our pension plan benefit obligation as of December 31, 2024 and net periodic pension cost recognized in 2024 under our mark-to-market accounting policy.

The expected long-term rate of return on plan assets used to determine net periodic pension benefit for the year ended December 31, 2025 is expected to be 5.00%.

A decrease in the expected long-term rate of return of 25 basis points to 4.75%, while holding all other assumptions constant, would result in an increase in our 2025 net periodic pension cost of approximately $6 million.

See Note 20 to the accompanying consolidated financial statements contained in “Part II.

Financial Statements and Supplementary Data” for additional discussion on these assumptions.

Results of Operations

A discussion of changes in our results of operations during the year ended December 31, 2024 compared to the year ended December 31, 2023 has been omitted from this Annual Report on Form 10-K, but may be found in “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 2, 2024, which is available free of charge on the SEC's website at www.sec.gov and on Charter's investor relations website at ir.charter.com.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on January 31, 2025, which is available free of charge on the SEC's website at www.sec.gov and on Charter's investor relations website at ir.charter.com.

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

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Depreciation and amortization 8,711 8,673

Other operating (income) expense, net 127 (53)

Other operating expenses, net 416 127

41,866 41,967

Income from operations 12,908 13,118

Other Income (Expense):

Other Income (Expenses):

Interest expense, net (5,042) (5,229)

Other expense, net (387) (517)

Other expenses, net (408) (387)

(5,450) (5,616)

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Weighted average common shares outstanding, diluted 137,743,676 145,363,771

Total revenues grew $478 million or 0.9% during the year ended December 31, 2024 as compared to 2023 primarily due to growth in mobile lines, average revenue per customer and advertising sales, partly offset by lower customers.

Total revenues decreased $311 million or 0.6% during the year ended December 31, 2025 as compared to 2024 primarily due to lower customers, higher seamless entertainment allocation and lower advertising sales, partly offset by mobile line growth and higher average revenue per customer.

Revenues by service offering were as follows (dollars in millions;

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Internet $ 23,765 $ 23,360 1.7 %

Video 15,126 16,351 (7.5) %

Mobile service 3,762 3,083 22.0 %

Connectivity 27,527 26,443 4.1 %

Video 13,703 15,129 (9.4) %

Voice 1,350 1,437 (6.0) %

Residential revenue 42,580 43,009 (1.0) %

Small and medium business 4,371 4,353 0.4 %

Enterprise 2,883 2,770 4.1 %

Small business 4,346 4,376 (0.7) %

Mid-market & large business 2,969 2,878 3.2 %

Commercial revenue 7,315 7,254 0.9 %

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Decrease in average residential Internet customers (380)

The increase related to rate and product mix was primarily due to promotional rate step-ups and rate adjustments, partly offset by retention offers extended to customers that previously received an ACP subsidy.

The increase related to rate and product mix was primarily due to promotional rate step-ups, rate adjustments, and a favorable change in bundled revenue allocation.

Residential Internet customers decreased by 393,000 in 2025 compared to 2024.

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

2025 compared to 2024

Increase in average residential mobile lines $ 714

Decrease related to rate (35)

Residential mobile lines increased by 1.8 million in 2025 compared to 2024.

Video revenues consist primarily of revenues from video services provided to our residential customers, as well as franchise fees, equipment service fees and video installation revenue.

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Decrease in average residential video customers $ (813)

Increase related to rate and product mix changes 193

Increase in seamless entertainment allocation (322)

Decrease related to rate and product mix changes (291)

Residential video customers decreased by 255,000 in 2025 compared to 2024.

The increase related to rate and product mix was primarily due to promotional rate step-ups, video rate adjustments that pass-through programming rate increases and $63 million of customer credits related to the temporary loss of Disney programming in 2023, partly offset by a higher mix of lower priced video packages within our video customer base and costs required by accounting principles to be allocated to seamless entertainment applications and netted within video revenue.

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

2024 compared to 2023

Increase in average residential mobile lines $ 758

Increase related to rate 82

Residential mobile lines increased by 2,049,000 in 2024 compared to 2023.

The increase related to rate is primarily related to successful conversion of free lines to paying lines and success of our Unlimited Plus plan.

The decrease related to rate and product mix was primarily due to a higher mix of lower priced video packages within our video customer base and more unfavorable bundled revenue allocation, partly offset by promotional rate step-ups and video rate adjustments that pass-through programming rate increases.

Seamless entertainment allocation represents costs allocated to programmer streaming applications and netted within video revenue.

The growth is due to more seamless entertainment applications and higher activations.

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

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Residential wireline voice customers decreased by 804,000 in 2025 compared to 2024.

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

The decrease in small business revenues is attributable to the following (dollars in millions):

2025 compared to 2024

Increase related to rate and product mix changes $ 12

Increase in average SMB customers 6

SMB customers decreased by 7,000 in 2024 compared to 2023.

Enterprise revenues increased $113 million during the year ended December 31, 2024 as compared to the corresponding period in 2023 primarily due to an increase in Internet PSUs.

Enterprise PSUs increased by 16,000 in 2024 compared to 2023.

Decrease in average small business customers $ (17)

Decrease related to rate and product mix changes (13)

Small business customers decreased by 13,000 in 2025 compared to 2024.

Mid-market & large business revenues increased $91 million during the year ended December 31, 2025 as compared to the corresponding period in 2024 primarily due to an increase in Internet PSUs.

Mid-market & large business PSUs increased by 17,000 in 2025 compared to 2024.

Advertising sales revenues consist primarily of revenues from commercial advertising customers, programmers and other vendors, as well as local cable and advertising on regional sports and news channels.

Advertising sales revenues increased $229 million during the year ended December 31, 2024 as compared to the corresponding period in 2023 primarily due to an increase in political ad revenue and advanced advertising partly offset by lower local and national ad revenue.

Advertising sales revenues decreased $312 million during the year ended December 31, 2025 as compared to the corresponding period in 2024 primarily due to a decrease in political revenue.

Other revenues consist of revenue from mobile and video device sales, processing fees, regional sports and news channels (excluding intercompany charges or advertising sales on those channels), subsidy revenue, home shopping, wire maintenance fees and other miscellaneous revenues.

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Customer operations (47)

Sales and marketing 61

Marketing and residential sales 192

Transition expenses 19

Programming costs were approximately $8.8 billion and $9.7 billion for the years ended December 31, 2025 and 2024, representing 27% and 29% of total operating costs and expenses, respectively.

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

Programming costs decreased as a result of fewer video customers and a higher mix of lower cost video packages within our video customer base as well as costs required by accounting principles to be allocated to seamless entertainment applications and netted within video revenue, partly offset by contractual rate adjustments, including renewals and increases in amounts paid for retransmission consent as well as a $61 million benefit related to the temporary loss of Disney programming during 2023.

Programming costs decreased as a result of a higher mix of lower cost video packages within our video customer base and fewer video customers as well as costs allocated to seamless entertainment applications and netted within video revenue, partly offset by contractual rate adjustments, including renewals and increases in amounts paid for retransmission consent.

Other costs of revenue increased $353 million during the year ended December 31, 2025 compared to the corresponding period in 2024 primarily due to higher mobile service direct costs and mobile device sales due to an increase in mobile lines.

The increase in other expense was attributable to the following (dollars in millions):

2024 compared to 2023

Property tax and insurance $ 68

Costs to sell and service bulk properties 24

Stock compensation expense (41)

Advertising sales (17)

Property tax and insurance expense increased during the year ended December 31, 2024 compared to the corresponding prior period primarily as a result of an adjustment in 2023 related to favorable development on prior year workers' compensation claims.

Marketing and residential sales increased $192 million during the year ended December 31, 2025 compared to the corresponding period in 2024 primarily due to a change in sales mix to higher cost sales channels.

Transition expenses represent incremental costs incurred to prepare for the integration of the Cox Transactions’ operations and to bring systems and processes into a uniform operating structure.

See Note 3 to the accompanying consolidated financial statements contained in “Part II.

Financial Statements and Supplementary Data.” for more information.

Other expense decreased $96 million during the year ended December 31, 2025 compared to the corresponding period in 2024 primarily due to one-time favorable adjustments of $75 million.

Depreciation and amortization.

Depreciation and amortization expense decreased by $23 million during the year ended December 31, 2024 compared to the corresponding period in 2023 primarily due to certain assets acquired in acquisitions becoming fully depreciated offset by an increase in depreciation as a result of more recent capital expenditures.

Other operating (income) expense, net.

The change in other operating (income) expense, net was attributable to the following (dollars in millions):

Depreciation and amortization expense increased by $38 million during the year ended December 31, 2025 compared to the corresponding period in 2024 primarily due to an increase in depreciation as a result of more recent capital expenditures, partly offset by certain assets becoming fully depreciated.

Other operating expenses, net.

Other operating expenses, net increased primarily due to the following (dollars in millions):

2025 compared to 2024

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(Gain) loss on disposal of assets, net 142

Merger and acquisition costs 129

For more information, see Note 15 to the accompanying consolidated financial statements contained in “Part II.

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Interest expense, net.

Net interest expense increased by $41 million in 2024 from 2023 primarily due to an increase in weighted average interest rates, partly offset by a decrease in weighted average debt.

Other expense, net.

The change in other expense, net is attributable to the following (dollars in millions):

Net interest expense decreased by $187 million in 2025 from 2024 primarily due to a decrease in weighted average interest rates and debt.

Other expenses, net.

The increase in other expenses, net is attributable to the following (dollars in millions):

2025 compared to 2024

Net periodic pension benefit (cost) (see Note 20) $ 193

Net periodic pension benefit (costs) (see Note 21) $ 27

Loss on equity investments, net (see Note 6) (26)

Gain (loss) on extinguishment of debt, net (see Note 9) (29)

Gain (loss) on financial instruments, net (see Note 12) (79)

Loss on financial instruments, net (see Note 13) 7

See Note 15 and the Notes referenced above to the accompanying consolidated financial statements contained in “Item 1.

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Income tax expense.

We recognized income tax expense of $1.6 billion for both the years ended December 31, 2024 and 2023 .

We recognized income tax expense of $1.7 billion and $1.6 billion for the years ended December 31, 2025 and 2024, respectively .

For more information, see Note 17 to the accompanying consolidated financial statements contained in “Part II.

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

Management and Charter’s Board of Directors use Adjusted EBITDA and free cash flow to assess our performance and our ability to service our debt, fund operations and make additional investments with internally generated funds.

Management and the Board of Directors of Charter use Adjusted EBITDA and free cash flow to assess our performance and our ability to service our debt, fund operations and make additional investments with internally generated funds.

In addition, Adjusted EBITDA generally correlates to the leverage ratio calculation under our credit facilities or outstanding notes to determine compliance with the covenants contained in the facilities and notes (all such documents have been previously filed with the SEC).

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Our split credit rating allows us to access both the investment grade debt and the high yield debt markets.

In June 2024, our bankruptcy remote special purpose vehicle entered into a senior secured revolving credit facility to finance the purchase of equipment installment plan receivables with a number of financial institutions (the “EIP Financing Facility”).

Additionally, our bankruptcy remote special purpose vehicle is the borrower of a senior secured revolving credit facility to finance the purchase of equipment installment plan receivables with a number of financial institutions (the “EIP Financing Facility”).

As of December 31, 2025, the carrying value of the EIP Financing Facility was $1.4 billion.

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We continue to evaluate the deployment of our cash on hand and anticipated future free cash flow, including investing in our business growth and other strategic opportunities, including expanding the capacity of our network, the expansion of our network through our rural broadband construction initiative, the build-out and deployment of our CBRS spectrum, and mergers and acquisitions as well as stock repurchases and dividends.

Charter's target leverage of net debt to the last twelve months Adjusted EBITDA remains at 4 to 4.5 times Adjusted EBITDA, and up to 3.5 times Adjusted EBITDA at the Charter Operating first lien level.

Charter's leverage ratio was 4.13 times Adjusted EBITDA as of December 31, 2024.

Charter's leverage ratio of net debt to the last twelve months Adjusted EBITDA was 4.15 times as of December 31, 2025.

Charter plans to maintain a leverage ratio, pro forma for the closing of the Liberty Broadband Combination near the midpoint of its stated range of 4.0 to 4.5 times Adjusted EBITDA in the period leading up to the Closing, and up to 3.5 times Adjusted EBITDA at the Charter Operating first lien level.

Charter plans to adjust its long-term target leverage range after the Closing to 3.5 to 3.75 times Adjusted EBITDA.

As Adjusted EBITDA grows, we expect to increase the total amount of our indebtedness to maintain leverage within Charter's target leverage range.

Excluding purchases from Liberty Broadband discussed below, during the years ended December 31, 2024 and 2023, Charter purchased in the public market approximately 2.7 million and 6.9 million shares, respectively, of Charter Class A common stock for approximately $822 million and $2.7 billion, respectively.

Since the beginning of its buyback program in September 2016 through the year ended December 31, 2024, Charter has purchased in the public market approximately 162.6 million

shares of Class A common stock and Charter Holdings common units for approximately $73.4 billion, including purchases from Liberty Broadband and A/N discussed below.

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 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.

Excluding purchases from Liberty Broadband discussed below, during the years ended December 31, 2025 and 2024, Charter purchased in the public market approximately 12.3 million and 2.7 million shares, respectively, of Charter Class A common stock for approximately $3.8 billion and $822 million, respectively.

Since the beginning of its buyback program in September 2016 through the year ended December 31, 2025, Charter has purchased in the public market approximately 179.7 million shares of Class A common stock and Charter Holdings common units for approximately $78.8 billion, including purchases from Liberty Broadband and A/N discussed below.

On November 12, 2024, Charter and Liberty Broadband entered into the Stockholders and Letter Agreement Amendment.

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.

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 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 an unrestricted cash balance of Liberty Broadband and its subsidiaries (other than GCI, GCI Spinco and their respective subsidiaries) of $50 million plus (y) the aggregate outstanding principal amount of the Liberty Broadband margin loan.

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 an unrestricted cash balance of Liberty Broadband and its subsidiaries (other than GCI Holdings, LLC, GCI Spinco (as defined in the Merger Agreement) and their respective

subsidiaries) of $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.

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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.

Charter purchased from Liberty Broadband 1.0 million shares of Charter Class A common stock during each of the years ended December 31, 2024 and 2023 for approximately $335 million and $394 million, respectively.

In December 2016, Charter and A/N entered into a letter agreement, as amended in December 2017 (the “A/N Letter Agreement”), that requires A/N to sell to Charter or to Charter Holdings, on a monthly basis, a number of shares of Charter Class A common stock or Charter Holdings common units that represents a pro rata participation by A/N and its affiliates in any repurchases of shares of Charter Class A common stock from persons other than A/N effected by Charter during the immediately preceding calendar month, at a purchase price equal to the average price paid by Charter for the shares repurchased from persons other than A/N during such immediately preceding calendar month.

A/N and Charter both have the right to terminate or suspend the pro rata repurchase arrangement on a prospective basis.

During the years ended December 31, 2025 and 2024, Charter purchased from Liberty Broadband 3.8 million and 1.0 million shares of Charter Class A common stock for approximately $1.2 billion and $335 million, respectively.

In December 2016, Charter and A/N entered into a letter agreement, as amended in December 2017 (the “Existing 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.

In connection with the Cox Transactions, Charter, Charter Holdings and A/N entered into an amendment to the Existing A/N Repurchase Letter, dated as of May 16, 2025 (the “A/N Repurchase Letter Amendment”) which sets forth, among other things, the updated terms of A/N’s participation in Charter’s share repurchases going forward.

The right to participate pro rata in repurchases on the terms and conditions set forth in the A/N Repurchase Letter Amendment is effective only from the earlier of the Closing and, in the event the Transaction Agreement is terminated in accordance with its terms, the date of such termination (such earlier date, the “Trigger Date”).

Prior to the Trigger Date, the Existing A/N Letter Agreement will remain in full force and continue to govern A/N’s participation in Charter’s share repurchases, except for certain specific amendments set forth in the A/N Repurchase Letter Amendment which became effective upon execution of the A/N Repurchase Letter Amendment, including, in certain circumstances, where A/N elects not to participate in redemptions by Charter Holdings because such participation would cause A/N’s equity interest in Charter to be less than 11% prior to the Trigger Date, A/N may, subject to certain conditions, elect to receive a tax loan from Charter Holdings on the terms set forth in the A/N Repurchase Letter Amendment and in definitive documents in form and substance reasonably satisfactory to Charter and A/N.

During the years ended December 31, 2025 and 2024, Charter Holdings purchased from A/N 1.0 million and 0.6 million Charter Holdings common units, respectively, for approximately $373 million and $189 million, respectively.

On August 4, 2025, Charter received a notice from A/N pursuant to the Existing Letter Agreement, whereby A/N notified Charter that A/N was suspending the standing share repurchase agreement between A/N and Charter (the “Suspension”).

The Suspension took effect immediately after the first repurchase closing date under the Existing Letter Agreement to occur following the date of the notice.

In the notice, A/N informed Charter that it intends for the Suspension to continue through the consummation of the closing of the Cox Transactions or the termination thereof, but reserved the right to end such Suspension before or after such time.

As of December 31, 2025, Charter had remaining board authority to purchase an additional $212 million of Charter’s Class A common stock and/or Charter Holdings common units, excluding purchases from Liberty Broadband.

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As possible acquisitions, swaps or dispositions arise, we actively review them against our objectives including, among other considerations, improving the operational efficiency, geographic clustering of assets, product development or technology capabilities of our business and achieving appropriate return targets, and we may participate to the extent we believe these possibilities present attractive opportunities.

However, there can be no assurance that we will actually complete any acquisitions, dispositions or system swaps, or that any such transactions will be material to our operations or results.

However, there can be no assurance that we will actually complete any acquisitions, including the Cox Transactions, dispositions or system swaps, or that any such transactions will be material to our operations or results.

New Tax Legislation

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law.

The OBBBA contains numerous business tax provisions, including business extenders made permanent such as restoration of 100% bonus depreciation, IRC Section 174 expensing for US-based research, and the EBITDA-based business interest expense limitation under IRC Section 163(j).

The OBBBA reduced cash paid for taxes during the year ended December 31, 2025.

Free Cash Flow

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2025 compared to 2024

Changes in working capital, excluding mobile devices $ 1,156

Decrease in cash paid for taxes, net $ 669

Changes in working capital, mobile devices 398

Decrease in cash paid for interest, net 347

Increase in Adjusted EBITDA 139

Increase in cash paid for interest, net (311)

Changes in working capital, excluding mobile devices (455)

Increase in capital expenditures (390)

Changes in working capital, mobile devices (144)

Increase in cash paid for taxes, net (138)

Other, net 39

Other, net primarily includes the payment of a litigation settlement during the year ended December 31, 2024 compared to the corresponding period in 2023.

Historical Operating, Investing, and Financing Activities

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We held $477 million and $459 million in cash and cash equivalents as of December 31, 2025 and 2024, respectively.

In addition, we held $47 million in restricted cash included in prepaid and other current assets in our consolidated balance sheets as of December 31, 2024.

In addition, we held $121 million and $47 million in restricted cash included in prepaid and other current assets in our consolidated balance sheets as of December 31, 2025 and 2024, respectively.

Operating Activities.

Net cash provided by operating activities decreased $3 million during the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to an increase in cash paid for interest and taxes and the payment of litigation settlements in 2024, partly offset by an increase in Adjusted EBITDA.

Net cash provided by operating activities increased $1.6 billion during the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to a decrease in cash paid for taxes and interest, increase in Adjusted EBITDA and the payment of litigation settlements in 2024.

Investing Activities.

Net cash used in investing activities was $11.6 billion and $10.7 billion for the years ended December 31, 2025 and 2024, respectively.

The decrease in cash used was primarily due to changes in accrued expenses related to capital expenditures as a result of extended vendor payment terms in connection with our implementation of a supply chain financing program.

The increase in cash used was primarily due to an increase in capital expenditures and changes in accrued expenses related to capital expenditures.

Financing Activities.

Net cash used in financing activities increased $737 million during the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily due to an increase in the amount by which repayments of long-term debt exceeded borrowings, partly offset by a decrease in the purchase of treasury stock and noncontrolling interest and borrowings under the EIP Financing Facility.

Net cash used in financing activities increased $386 million during the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily due to an increase in the purchase of treasury stock and noncontrolling interest and decrease in borrowings under the EIP Financing Facility, partly offset by an increase in the amount by which borrowings of long-term debt exceeded repayments.

Capital Expenditures

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Capital expenditures were $11.7 billion and $11.3 billion for the years ended December 31, 2025 and 2024, respectively.

The increase was primarily driven by an increase in line extensions in connection with our subsidized rural construction initiative, partly offset by a decrease in customer premise equipment.

The increase was primarily driven by an increase in support capital, higher spend on network evolution and an increase in scalable infrastructure spend, partly offset by a decrease in line extensions.

See the table below for more details.

We currently expect full year 2025 capital expenditures to total approximately $12 billion, including line extensions of approximately $4.2 billion and network evolution spend of approximately $1.5 billion.

The actual amount of capital expenditures in 2025 will depend on a number of factors including, but not limited to, the pace of our network evolution and expansion initiatives, supply chain timing and growth rates in our residential and commercial businesses.

We currently expect full year 2026 capital expenditures to total approximately $11.4 billion.

The actual amount of capital expenditures in 2026 will depend on a number of factors including, but not limited to, the pace of our network evolution and expansion initiatives, supply chain timing and residential and business growth rates.

Our capital expenditures are funded primarily from cash flows from operating activities and borrowings on our credit facility.

In addition, our accrued liabilities related to capital expenditures increased $1.1 billion and $172 million for the years ended December 31, 2024 and 2023, respectively.

In addition, our accrued liabilities related to capital expenditures increased $586 million and $1.1 billion for the years ended December 31, 2025 and 2024, respectively.

The following tables present our major capital expenditures categories in accordance with National Cable and Telecommunications Association (“NCTA”) disclosure guidelines for the years ended December 31, 2025 and 2024.

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$ 94,617 $ 94,756

premium adjustments as a result of applying acquisition accounting plus the accretion of those amounts to the balance sheet date.

(a) The accreted values presented in the table above represent the principal amount of the debt adjusted for original issue discount or premium at the time of sale, deferred financing costs, and, in regards to debt assumed in acquisitions, fair value premium adjustments as a result of applying acquisition accounting plus the accretion of those amounts to the balance sheet date.

However, the amount that is currently payable if the debt becomes immediately due is equal to the principal amount of the debt.

In regards to the Sterling Notes, the principal amount of the debt and any premium or discount is remeasured into US dollars as of each balance sheet date.

In regards to the Sterling Notes, the principal amount of the debt and any premium or discount is remeasured

into US dollars as of each balance sheet date.

We had availability under our credit facilities of approximately $4.4 billion as of December 31, 2025.

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(d) Principal amount includes £650 million valued at $876 million as of December 31, 2025 using the exchange rate as of December 31, 2025.

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.

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.

After giving effect to the amendment, (i) the aggregate principal amount of Revolving Loan B commitments is approximately $960 million, with pricing unchanged and maturing on August 31, 2027, (ii) the aggregate principal amount of Revolving Loan C commitments is $5.5 billion, with a pricing of SOFR plus 1.25% and maturing on March 15, 2030, (iii) the aggregate principal amount of Term A-7 Loan is approximately $4.5 billion, with a pricing of SOFR plus 1.25% and maturing on March 15, 2030, and (iv) the aggregate principal amount of Term B-5 Loan is approximately $2.5 billion, with a pricing of SOFR plus 2.25% and maturing on December 15, 2031.

In July 2025, Charter Operating and Charter Communications Operating Capital Corp.

paid in full all of their outstanding 4.908% senior secured notes due 2025 at maturity.

In September 2025, Charter Operating and Charter Communications Operating Capital Corp.

jointly issued $1.25 billion of 5.850% senior secured notes due December 2035 at a price of 99.932% of the aggregate principal amount and $750 million of 6.700% senior secured notes due December 2055 at a price of 99.832% of the aggregate principal amount.

The net proceeds were used for general corporate purposes, including to repay certain indebtedness, including Charter Operating’s 6.150% senior secured notes due 2026, to fund potential buybacks of Charter Class A common stock and Charter Holdings common units, and to pay related fees and expenses.

In January 2026, CCO Holdings and CCO Holdings Capital Corp.

jointly issued $1.75 billion aggregate principal amount of 7.000% senior notes due February 2033 at par and $1.25 billion aggregate principal amount of 7.375% senior notes due February 2036 at par.

The net proceeds will be used for general corporate purposes, including to repay certain indebtedness, including the call of $750 million of CCO Holdings 5.500% senior notes due 2026 and partial call of $2.25 billion of CCO Holdings 5.125% senior notes due 2027.

See Note 9 to the accompanying consolidated financial statements contained in “Part II.

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

What changed 10-K

Item 7. Management’s Discussion and Analysis