Charter Communications (CHTR) 10-K risk factor changes: FY2020 vs FY2019

Our video service faces competition from a number of sources, including DBS services, [removed: as well as other] [added: and] companies that deliver linear network programming, movies and television shows on demand and other video content over broadband Internet connections to televisions, computers, tablets and mobile devices often with password sharing among multiple users and security that makes content susceptible to piracy.

We compete for the sale of advertising revenue with television networks and stations, as well as other advertising platforms, such as [removed: radio, print and, increasingly,] online [removed: media.][added: media, radio and print.]

Our Internet service faces competition from the phone companies’ FTTH, FTTN, [removed: DSL and wireless broadband offerings as well as from a variety of companies that offer other forms of online services, including] fixed wireless [added: broadband, Internet delivered via satellite] and [removed: satellite-based broadband] [added: DSL] services.

Various [removed: mobile phone companies] [added: operators] offer wireless Internet services delivered over networks which they continue to enhance to deliver faster speeds and [removed: some began deploying 5G mobile services in 2019 with plans] [added: also continue] to expand 5G [removed: more broadly in the 2020.][added: mobile services.]

[removed: Our voice and mobile services compete] with wireless and wireline phone providers, as well as other forms of communication, such as [removed: text messaging on cellular phones,] [added: text,] instant messaging, social networking services, video conferencing and email.

Competition from these companies, including intensive marketing efforts with aggressive [removed: pricing,] [added: pricing and] exclusive programming [removed: and increased HD broadcasting] may have an adverse impact on our ability to attract and retain customers.

Our failure to effectively anticipate or adapt to new technologies and changes in [removed: consumer] [added: customer] expectations and behavior could significantly adversely affect our competitive position with respect to the leisure time and discretionary spending of our customers and, as a result, affect our business and results of operations.

Competition [added: related to our service offerings to businesses] continues to increase as well, as more companies deploy more fiber to more buildings, which may negatively impact our growth and/or put pressure on margins.

Programming costs per video customer are rising at a [removed: much] faster rate than wages or inflation, and we may not have the ability to reduce or moderate the growth rates of, or pass on to our customers, our increasing programming costs, which would adversely affect our cash flow and operating margins.

Media corporation [added: and broadcast station group] consolidation has resulted in fewer suppliers and additional selling power on the part of programming suppliers.

We expect programming rates [added: per video customer] will continue to increase due to a variety of factors, including annual increases imposed by programmers with additional selling power as a result of media [added: and broadcast station groups] consolidation, increased demands by owners of broadcast stations for payment for retransmission consent or linking carriage of other services to retransmission consent, and additional programming, particularly new services.

Password sharing may drive down the number of customers who pay for certain programming, putting programmer revenues at risk, and which in [removed: turn may cause certain programmers to seek even higher programming fees from us.]

Any loss of stations could make our video service less attractive to customers, which could result in less [added: subscription and advertising revenue.]

If we choose technologies or equipment that are less effective, cost-efficient or attractive to customers than those chosen by our competitors, if [added: technologies or equipment on which] we [added: have chosen to rely cease to be available to us on reasonable terms or conditions, if we] offer services that fail to appeal to consumers, are not available at competitive prices or that do not function as expected, or we are not able to fund the expenditures necessary to keep pace with technological developments, [added: or if we are no longer able to make] our [added: services available to our customers on a third-party device on which a substantial number of customers have relied to access our services, our] competitive position could deteriorate, and our business and financial results could suffer.

Our inability to maintain and expand our upgraded systems and provide advanced services [removed: such as a state of the art user interface] in a timely manner, or to anticipate the demands of the marketplace, could materially adversely affect our ability to attract and retain customers.

In addition, as we [removed: launch] [added: continue to grow] our [removed: new] mobile services using virtual network operator rights from a third party, we expect [removed: an initial funding period to grow a new product] [added: continued growth-related sales and marketing and other customer acquisition costs] as well as negative working capital impacts from the timing of device-related cash flows when we provide [removed: the handset or tablet] [added: devices] pursuant to equipment installation plans.

If any of these parties [removed: breaches] [added: breach] or [removed: terminates its agreement] [added: terminate or elect not to renew their agreements] with us or otherwise [removed: fails] [added: fail] to perform [removed: its] [added: their] obligations in a timely manner, demand exceeds these vendors’ capacity, tariffs are imposed that impact vendors' ability to perform their obligations or significantly increase the amount we pay, they experience operating or financial difficulties, they significantly increase the amount we [added: are required to] pay [added: (including demands] for [added: substantial non-monetary compensation) for] necessary products or services, or they cease production of any necessary product due to lack of demand, profitability or a change in ownership or are otherwise unable to provide the equipment or services we need in a timely manner, at our specifications and at reasonable prices, our ability to provide some services might be materially adversely affected, or the need to procure or develop alternative sources of the affected materials or services might [added: interrupt or] delay our ability to serve our customers.

[added: However, any of our intellectual property rights, or] the rights of our suppliers, could be challenged or invalidated, or such intellectual property rights may not be sufficient to permit us to take advantage of current industry trends or otherwise to provide competitive advantages, which could result in costly redesign efforts, discontinuance of certain product or service offerings or other competitive harm.

Charter had approximately [removed: $7.5] [added: $5.3] billion of federal tax net operating loss carryforwards resulting in a gross deferred tax asset of approximately [removed: $1.6] [added: $1.1] billion as of December 31, [removed: 2019.][added: 2020.]

Federal tax net operating loss carryforwards expire in the years [removed: 2020] [added: 2022] through 2035.

In addition, Charter had state tax net operating loss carryforwards resulting in a gross deferred tax asset (net of federal tax benefit) of approximately [removed: $257] [added: $223] million as of December 31, [removed: 2019.][added: 2020.]

State tax net operating loss carryforwards generally expire in the years [removed: 2020] [added: 2021] through [removed: 2039.][added: 2040.]

[removed: In general, an ownership change occurs whenever the percentage of the stock of a corporation owned,] directly or indirectly, by 5-percent stockholders (within the meaning of Section 382 of the Code) increases by more than 50 percentage points over the lowest percentage of the stock of such corporation owned, directly or indirectly, by such 5-percent stockholders at any time over the preceding three years.

We have a significant amount of debt and expect to (subject to applicable restrictions in our debt instruments) incur additional debt in the future as we maintain our stated objective of 4.0 to 4.5 times Adjusted EBITDA leverage [removed: (our net] [added: (net] debt divided by [removed: our] [added: the] last twelve months Adjusted EBITDA).

As of December 31, [removed: 2019,] [added: 2020,] our total principal amount of debt was approximately [removed: $78.4] [added: $82.1] billion with a leverage ratio of [removed: 4.5] [added: 4.4] times Adjusted EBITDA.

[removed: | • |] [added: -] impact our ability to raise additional capital at reasonable rates, or at all; [removed: |]

[removed: | • |] [added: -] make us vulnerable to interest rate increases, in part because approximately [removed: 14%] [added: 13%] of our borrowings as of December 31, [removed: 2019] [added: 2020] were, and may continue to be, subject to variable rates of interest; [removed: |]

[removed: | • |] [added: -] expose us to increased interest expense to the extent we refinance existing debt with higher cost debt; [removed: |]

[removed: | • |] [added: -] require us to dedicate a significant portion of our cash flow from operating activities to make payments on our debt, reducing our funds available for working capital, capital expenditures, and other general corporate expenses; [removed: |]

[removed: | • |] [added: -] limit our flexibility in planning for, or reacting to, changes in our business, the cable and telecommunications industries, and the economy at large; [removed: |]

[removed: | • |] [added: -] place us at a disadvantage compared to our competitors that have proportionately less debt; and [removed: |]

[removed: | • |] [added: -] adversely affect our relationship with customers and suppliers. [removed: |]

The United Kingdom’s Financial Conduct Authority, which regulates LIBOR, has announced that it intends to stop [removed: encouraging or compelling banks to submit rates for the calculation of] [added: one week and 2 month U.S. Dollar (“USD”)] LIBOR rates after 2021 [added: with remaining USD LIBOR rates ceasing to be published on June 30, 2023] (the “FCA Announcement”).

[removed: | • |] [added: -] incur additional debt; [removed: |]

[removed: | • |] [added: -] repurchase or redeem equity interests and debt; [removed: |]

[removed: | • |] [added: -] issue equity; [removed: |]

[removed: | • |] [added: -] make certain investments or acquisitions; [removed: |]

[removed: | • |] [added: -] pay dividends or make other distributions; [removed: |]

[removed: | • |] [added: -] dispose of assets or merge; [removed: |]

[removed: | • |] [added: -] enter into related party transactions; and [removed: |]

Our voice and mobile services compete

The ongoing COVID-19 pandemic could materially affect our financial condition and results of operations.

The ongoing COVID-19 pandemic has increased economic and demand uncertainty.

The current pandemic and continued spread of COVID-19 has caused an economic recession.

At this time, we cannot predict the duration of any business disruption and the ultimate impact of COVID-19 on our business, including the depth and duration of the economic impact to household formation and growth, our residential and business customers’ ability to pay for our products and services including the impact of extended unemployment benefits and other stimulus packages and the long-term impact on our business, including from consumer behavior, after the pandemic is over.

We expect that some of the COVID-19 programs may result in incremental churn and bad debt in 2021.

In addition, there is uncertainty regarding the impact of government emergency declarations, the ability of our suppliers and vendors to provide products and services to us, the pace of new housing construction, changes in business spend in our local and national ad sales business, the effects to our employees’ health and safety and resulting reorientation of our work activities, and the risk of limitations on the deployment and maintenance of our services (including by limiting our customer support and on-site service repairs and installations).

The degree to which COVID-19 impacts our results will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, the timing of approval and distribution of vaccines and how quickly and to what extent normal economic and operating conditions can resume.

Programming contracts often restrict the structure of the video packages we offer which impacts the affordability and competitive positioning of our video service.

turn may cause certain programmers to seek even higher programming fees from us.

From time to time, we may pursue strategic initiatives to launch products or enhancements to our products.

We also continue to consider and pursue opportunities in the mobile space which may include the acquisition of additional licensed spectrum and may include entering into or expanding joint ventures or partnerships with wireless or cable providers which may require significant investment.

For example, we now hold CBRS PALs to support existing and future mobile services.

These licenses are subject to revocation and expiration.

Although we expect to be able to maintain and renew these licenses, the loss of one or more licenses could significantly impair our ability to offload mobile traffic and achieve cost reductions.

If we are unable to continue to grow our mobile business and achieve the outcomes we expect from our investments in the mobile business, our growth, financial condition and results of operations could be adversely affected.

In general, an ownership change occurs whenever the percentage of the stock of a corporation owned,

In the United States, the Alternative Reference Rates Committee has proposed the Secured Overnight Financing Rate (“SOFR”) as an alternative to LIBOR.

It is not presently known whether SOFR or any other alternative reference rates that have been proposed will attain market acceptance as replacements of LIBOR.

In addition, the overall financial markets may be disrupted as a result of the phase-out or replacement of LIBOR.

Uncertainty as to the nature of

such phase out and selection of an alternative reference rate, together with disruption in the financial markets, could increase in the cost of our variable rate indebtedness.

As of December 31, 2020, Liberty Broadband beneficially held approximately 27.23% of Charter’s voting stock and A/N beneficially held approximately 12.71% of Charter’s voting stock.

Liberty Broadband and A/N are required to vote (subject to the applicable voting cap) their

regulatory obligations and the second change largely removing those new regulatory obligations.

A change in Administration and a new Congress in 2021 may result in the re-imposition of obligations, through legislation or regulation.

From time to time, legislative and administrative bodies change laws and regulations that change our effective tax rate or tax payments.

For instance, there are initiatives at the federal level to reverse the corporate tax cuts in the favorable Tax Cuts and Jobs Act of 2017.

Wireline and wireless overbuilds could also adversely affect our growth, financial condition, and results of operations, by creating or increasing competition.

We are aware of traditional overbuild situations impacting certain of our service areas, however, we are unable to predict the extent to which additional overbuild situations may occur.

Our services may not allow us to compete effectively.

We face risks inherent in our commercial business.

We may encounter unforeseen difficulties as we increase the scale of our service offerings to businesses.

We sell Internet access, data networking and fiber connectivity to office buildings and cellular towers, and video and business voice services to businesses.

In order to grow our commercial business, we expect to continue to invest in technology, equipment and personnel focused on the commercial business.

Commercial business customers often require service level agreements and generally have heightened customer expectations for reliability of services.

If our efforts to build the infrastructure to scale the commercial business are not successful, the growth of our commercial services business would be limited.

We depend on interconnection and related services provided by certain third parties for the growth of our commercial business.

As a result, our ability to implement changes as the services grow may be limited.

If we are unable to meet these service level requirements or expectations, our commercial business could be adversely affected.

Finally, we expect advances in communications technology, as well as changes in the marketplace and the regulatory and legislative environment.

Consequently, we are unable to predict the effect that ongoing or future developments in these areas might have on our commercial businesses and operations.

In recent years, the cable industry has experienced a rapid escalation in programming rates.

subscription and advertising revenue.

From time to time, we may pursue strategic initiatives, including, for example, our wireless strategy which includes the launch of our mobile product through an MVNO and testing the deployment of unlicensed and licensed spectrum for fixed and mobile wireless services.

Consequently, our growth, financial condition and results of operations could suffer materially.

However, any of our intellectual property rights, or

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The FCA Announcement indicates that the continuation of LIBOR on the current basis is not guaranteed after 2021 and, based on the foregoing, it appears likely that LIBOR will be discontinued or modified by 2021.

The effects of the FCA Announcement cannot be entirely predicted, but could include an increase in the cost of our variable rate indebtedness.

As of December 31, 2019, Liberty Broadband beneficially held approximately 25% of Charter’s voting stock (including shares owned by GCI Liberty, Inc. ("GCI Liberty," formerly known as Liberty Interactive Corporation) over which Liberty Broadband holds an irrevocable voting proxy) and A/N beneficially held approximately 13% of Charter’s voting stock.

In connection with the merger with TWC, Liberty Broadband and GCI Liberty entered into a proxy and right of first refusal agreement, pursuant to which GCI Liberty granted Liberty Broadband an irrevocable proxy to vote all Charter Class A common stock owned beneficially or of record by GCI Liberty, with certain exceptions.

| • | the provision of video channel capacity to unaffiliated commercial leased access programmers; |

As a result of the closing of the 2016 merger with TWC and acquisition of Bright House, our businesses are subject to the conditions set forth in the FCC Order and the DOJ Consent Decree and those imposed by state utility commissions and local franchise authorities, and there can be no assurance that these conditions will not have an adverse effect on our businesses and results of operations.

In connection with the Transactions, the FCC Order, the DOJ Consent Decree, and the approvals from state utility commissions and local franchise authorities incorporated numerous commitments and voluntary conditions made by the parties and imposed numerous conditions on our businesses relating to the operation of our business and other matters.

Under federal approvals, among other things, (i) we are not permitted to charge usage-based prices or impose data caps and are prohibited from charging interconnection fees for qualifying parties; (ii) we are prohibited from entering into or enforcing any agreement with a programmer that forbids, limits or creates incentives to limit the programmer’s provision of content to OVD and cannot retaliate against programmers for licensing to OVDs; (iii) we are not able to avail ourself of other distributors’ MFN provisions if they are inconsistent with this prohibition; (iv) we appointed an independent compliance monitor and comply with a broad array of reporting requirements; and (v) we must satisfy various other conditions relating to our Internet services, including building out an additional two million locations with access to a high-speed connection of at least 60 megabits per second, and implementing a reduced price high-speed Internet program for low income families.

These and other conditions and commitments relating to the transactions are of varying duration, ranging from three to seven years.

In light of the breadth and duration of the conditions and potential changes in market conditions during the time the conditions and commitments are in effect, there can be no assurance that our compliance, and ability to comply, with the conditions will not have a material adverse effect on our business or results of operations.

These changes reflect a lack of regulatory certainty in this business area, which may continue as a result of litigation, as well as future legislative or administrative changes.

These changes could include,

From time to time, various legislative and/or administrative initiatives may be proposed that could adversely affect our tax positions.

There can be no assurance that our effective tax rate or tax payments will not be adversely affected by these initiatives.

Although the FCC recently

[removed: In the second quarter of 2019, we expanded our] [added: Our] Spectrum Mobile [removed: bring-your-own-device] [added: BYOD] program [removed: across all sales channels to include a broader set of devices which we believe] lowers the cost for consumers of switching mobile carriers, and reduces the short-term working capital impact of selling new mobile devices on installment plans.

[removed: We expect these developments, along with the launch of] [added: In 2020, we launched] 5G service offerings [removed: in 2020, to] [added: and refreshed our device offerings with new 5G models which we expect will] contribute to [removed: the] [added: continued] growth of our mobile business.

During the years ended December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] our mobile product line increased revenues by [removed: $726 million] [added: $1.4 billion] and [removed: $106] [added: $726] million, respectively, reduced Adjusted EBITDA by approximately [removed: $520] [added: $401] million and [removed: $240] [added: $520] million, respectively, and reduced free cash flow by approximately [removed: $1.2] [added: $1.1] billion and [removed: $594 million,] [added: $1.2 billion,] respectively.

As we continue to grow our mobile [removed: service and scale the business,] [added: services,] we expect [removed: continued negative impacts] to [added: continue to see negative mobile] Adjusted [removed: EBITDA,] [added: EBITDA in 2021] as well as negative working capital impacts from the timing of device-related cash flows when we sell the handset or tablet to customers pursuant to equipment installment plans.

[removed: The Company] [added: We] realized revenue, Adjusted EBITDA and income from operations during the periods presented as follows (in millions; all percentages are calculated using whole numbers.

| | [added: | |] Years ended December 31, | | | | | | | | | | [added: | | | | | | | | | | | | | | | | |]

| | [added: | | 2020 | | | | | |] 2019 | | | | [removed: 2018] | | | | [removed: 2019] [added: | | | | 2020] vs. [removed: 2018] [added: 2019] Growth | | [added: | | | | | | |]

| Revenues | [added: | |] $ | [removed: 45,764] [added: 48,097] | | | [added: | |] $ | [removed: 43,634] [added: 45,764] | | | [removed: 4.9] | [removed: %] | [added: | | |]

| Adjusted EBITDA | [added: | |] $ | [removed: 16,855] [added: 18,518] | | | [added: | |] $ | [removed: 16,059] [added: 16,855] | | | [removed: 5.0] | [removed: %] | [added: | | |]

| Income from operations | [removed: $] | [added: | 8,405 | | | | | |] 6,511 | | | [removed: $] | [removed: 5,221] | | | [removed: 24.7] | [removed: %] |

Growth in total revenue was primarily due to growth in our residential [removed: Internet, mobile] [added: Internet] and [removed: commercial business] [added: mobile] customers.

Adjusted EBITDA and income from operations growth was impacted by growth in revenue and increases in operating costs and expenses, primarily mobile, [removed: programming] [added: costs to service customers] and [removed: regulatory, connectivity] [added: programming offset by lower sports rights content costs as a result of a shortened 2020 baseball season] and [removed: produced content.][added: a delayed start to the 2020-2021 basketball season.]

Approximately 91% of our revenues for each of the years ended December 31, [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] are attributable to monthly subscription fees charged to customers for our [removed: video,] Internet, [added: video,] voice, mobile and commercial [removed: services.][added: services as well as regional sports and news channels.]

The remaining 9% of revenue is derived primarily from advertising revenues, franchise and other regulatory fee revenues (which are collected [added: by us but then paid to local authorities), sales of mobile and video devices,]

[removed: by us but then paid to local authorities), VOD and pay-per-view programming, installation,] processing fees or reconnection fees charged to customers to commence or reinstate service, [removed: revenue from regional sports] [added: installation, VOD] and [removed: news channels] [added: pay-per-view programming,] and commissions related to the sale of merchandise by home shopping services.

[removed: | • |] [added: -] Capitalization of labor and overhead costs [removed: |]

[removed: | • |] [added: -] Valuation and impairment of franchises and goodwill [removed: |]

[removed: | • |] [added: -] Income taxes [removed: |]

[removed: | • |] [added: -] Defined benefit pension plans [removed: |]

Costs associated with network construction or upgrades, placement of the customer drop to the dwelling and the placement of outlets within a dwelling along with the costs associated with the deployment of new customer premise equipment necessary to provide [removed: video, Internet] [added: Internet, video] or voice services, are capitalized.

We capitalized direct labor and overhead of $1.6 billion [removed: and $1.8 billion, respectively,] for [added: each of] the years ended December 31, [removed: 2019] [added: 2020] and [removed: 2018.][added: 2019.]

[removed: | • |] [added: -] dispatching a “truck roll” to the customer’s dwelling or business for service connection or placement of new equipment; [removed: |]

[removed: | • |] [added: -] verification of serviceability to the customer’s dwelling or business (i.e., determining whether the customer’s dwelling is capable of receiving service by our cable network); [removed: |]

[removed: | • |] [added: -] customer premise activities performed by in-house field technicians and third-party contractors in connection with the installation, replacement and betterment of equipment and materials to enable [removed: video, Internet] [added: Internet, video] or voice services; and [removed: |]

[removed: | • |] [added: -] verifying the integrity of the customer’s network connection by initiating test signals downstream from the headend to the customer premise equipment, as well as testing signal levels at the utility pole or pedestal. [removed: |]

The net carrying value of franchises as of both December 31, [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] was approximately $67.3 billion (representing [removed: 45%] [added: 47%] and [removed: 46%] [added: 45%] of total assets, respectively).

We performed a qualitative assessment in [removed: 2019.][added: 2020.]

Our assessment included consideration of a [removed: fair value appraisal performed for tax purposes in the beginning of 2019 as of a December 31, 2018 valuation date (the "Appraisal") along with a] multitude of factors that affect the fair value of our franchise assets.

The net carrying value of goodwill as of both December 31, [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] was approximately $29.6 billion (representing 20% of total assets).

As with our franchise impairment testing, we elected to perform a qualitative assessment of goodwill in [removed: 2019 which included the Appraisal and other factors described above.][added: 2020.]

As of December 31, [removed: 2019,] [added: 2020,] Charter had approximately [removed: $7.5] [added: $5.3] billion of federal tax net operating loss carryforwards resulting in a gross deferred tax asset of approximately [removed: $1.6] [added: $1.1] billion.

These losses resulted from the operations of Charter Holdco and its subsidiaries and from loss carryforwards received as a result of the merger with [removed: TWC in 2016.][added: TWC.]

Federal tax net operating loss carryforwards expire in the years [removed: 2020] [added: 2022] through 2035.

In addition, as of December 31, [removed: 2019,] [added: 2020,] Charter had state tax net operating loss carryforwards, resulting in a gross deferred tax asset (net of federal tax benefit) of approximately [removed: $257] [added: $223] million.

State tax net operating loss carryforwards generally expire in the years [removed: 2020] [added: 2021] through [removed: 2039.][added: 2040.]

After December 31, [removed: 2019, $905] [added: 2020, $676] million of Charter's federal tax loss carryforwards are subject to Section 382 and other restrictions.

Pursuant to these restrictions, Charter estimates that approximately $226 million annually over each of the next [removed: four] [added: three] years of federal tax loss carryforwards, should become unrestricted and available for Charter’s use.

Approximately $9 million of valuation allowance associated with federal capital loss carryforwards and approximately [removed: $37] [added: $23] million of valuation allowance associated with state tax loss carryforwards and other miscellaneous deferred tax assets remains on the December 31, [removed: 2019] [added: 2020] consolidated balance sheet.

The tax position is measured as the largest amount of benefit that has a greater than 50% likelihood of being [removed: realized when the position is ultimately resolved.]

There is considerable judgment involved in determining whether positions taken on the tax return are “more [added: likely than not” of being sustained.]

We are a leading broadband connectivity company and cable operator serving more than 31 million customers in 41 states through our Spectrum brand.

Over an advanced high-capacity, two-way telecommunications 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, sports and high-quality original programming to our customers through Spectrum Networks and Spectrum Originals.

The COVID-19 pandemic and measures taken to prevent its spread impacted our business and presented significant challenges throughout 2020.

To reduce the transmission of COVID-19, federal, state and local governments implemented a wide range of restrictions on business and individual activities, including closures or limitations on the operations of businesses along with restrictions on large gatherings, travel and other actions to promote or enforce physical distancing.

Despite these restrictions, we have continued to deliver our services uninterrupted across our footprint.

The pandemic has significantly impacted how our customers use our products and services, how they interact with us, and how our employees work and provide services to our customers.

The impacts of COVID-19 have significantly impacted our results of operations during the year ended December 31, 2020 and we expect that there will continue to be impacts through 2021.

- Beginning in March 2020, we offered our customers a set of programs, including our Remote Education Offer (“REO”) pursuant to which new customers with students or educators in the household were eligible to receive our Internet service for free for 60 days; and the Keep Americans Connected (“KAC”) pledge which paused collection efforts and related disconnects for residential and small and medium business (“SMB”) customers with COVID-19 related payment challenges through June 30, 2020.

These programs resulted in higher customer net additions in 2020 than prior year with retention rates for these customers similar to our average customer base.

In an effort to assist COVID-19 impacted customers with overdue balances at the end of the KAC and certain state-mandated programs, we waived approximately $102 million of receivables which was recorded as a reduction of revenue.

- The interruption of professional sports seasons resulted in $163 million lower programming expenses as a result of estimated sports rebates from sports programming networks as a result of canceled sporting events and a $217 million reduction in regulatory, connectivity and produced content costs as a result of a shortened 2020 baseball season and a delay to the start of the 2020-2021 basketball season which will push some expense that otherwise would have been recognized in 2020 to 2021 and beyond.

In the third quarter of 2020, we recognized $218 million of estimated credits that we intend to provide on our customers' invoices related to the rebates to be received from sports programming networks.

The difference between the estimated credits and the estimated rebates is due to an expected reduction in sports rights content costs which is being amortized over the life of the contract.

- Economic conditions and temporary closures or reductions in operations of businesses resulted in reduced advertising spend and lower revenues from seasonal plans offered to SMB and Enterprise hospitality customers that have requested a reduced level of service due to temporary business closure or because these customers have reduced their service offering to their own customers ("Seasonal Plan").

Despite the economic conditions, we saw improved collections of residential customer receivables which we believe were enhanced by government stimulus benefits.

We expect bad debt expense and churn in 2021 to return to pre-pandemic levels.

- We increased wages for all hourly field operations and customer service call center employees and gave our employees additional paid sick time for COVID-19-related illnesses and a flex time program to address other COVID-19 issues.

We also committed to raise our minimum starting wage for hourly employees to $20 an hour over the next 2 years.

- Through accelerated network capacity increases we have been able to respond to the significant increase in data demands on our network to enable social distancing through telecommuting and e-learning with usage by our Internet-only customers averaging over 600 gigabytes per month, up nearly 20% from the end of 2019.

- WiFi access points were opened across our footprint for public use.

- Requests from government, healthcare and educational institutions for new fiber connections, bandwidth upgrades and new services were prioritized.

- We have invested significantly in our self-service infrastructure, and customers have accelerated the adoption of our digital self-service capabilities and self-installation program with nearly 80% of installations using the program.

- A significant portion of our workforce was temporarily moved to remote work arrangements.

- We enhanced safety protocols for field and other employees working outside their home.

- We offered public access to our Spectrum News websites to ensure people have access to high-quality local news and information and donated significant airtime to run public service announcements to our entire footprint.

Our ability to successfully operate our business and deliver services during the COVID-19 pandemic is a result of investments we have made in our network, our employees and our systems.

Our operating and investment strategy has allowed us to sustain and accelerate our customer and financial growth during the pandemic.

We cannot predict the ultimate impact of COVID-19 on our business, including the depth and duration of the economic impact to household formation and growth, our residential and business customers’ ability to pay for our products and services including the impact of extended unemployment benefits and other stimulus packages and the long-term impact on our business, including from consumer behavior, after the pandemic is over.

Some of the COVID-19 programs discussed above may result in incremental churn and bad debt in 2021 and may have accelerated demand into 2020.

In addition, there is uncertainty regarding the impact of government emergency declarations, the ability of our suppliers and vendors to provide products and services to us, the pace of new housing construction, changes in business spend in our local and national ad sales

business, the effects to our employees’ health and safety and resulting reorientation of our work activities, and the risk of limitations on the deployment and maintenance of our services (including by limiting our customer support and on-site service repairs and installations).

Although the ultimate impact of the COVID-19 pandemic cannot be predicted, we remain focused on driving customer relationship growth by deploying superior products and services packaged with attractive pricing.

In October 2020, we purchased approximately $464 million of CBRS PALs and intend to use the licenses along with unlicensed CBRS spectrum to build our own 5G mobile network which we plan to use in combination with our MVNO and WiFi network to enhance the customer’s experience and improve our cost structure.

As we continue to grow our mobile services, we expect mobile Adjusted EBITDA will continue to be negative throughout 2021 primarily as a result of growth-related sales and marketing and other customer acquisition costs.

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- costs to package and ship new equipment to a customer's home for self-installation;

We are the second largest cable operator in the United States and a leading broadband communications services company providing video, Internet and voice services to approximately 29.2 million residential and small and medium business customers at December 31, 2019.

We also offer mobile service to residential customers and recently launched mobile service to small and medium business customers.

In addition, we sell video and online advertising inventory to local, regional and national advertising customers and tailored communications and managed solutions to larger enterprise customers.

We also own and operate regional sports networks and local sports, news and community channels.

In 2019, with the integration of TWC and Bright House substantially behind us, we are realizing the benefits of operating as one company, with a unified product, marketing and service infrastructure.

We remain focused on driving customer relationship growth

by deploying superior products and services packaged with attractive pricing.

We expect our insourced, high quality workforce will continue to drive an improved customer experience which will result in lower customer churn, longer customer lifetimes and, combined with our continued ramping of our self-installation program, improved productivity with fewer customer calls and truck rolls per customer relationship.

With approximately 85% of our residential customer base now in SPP packages, we expect additional benefits from lower legacy package migration activity, combined with SPP customers rolling off introductory pricing and price increases.

With the completion of our all-digital conversion, roll-out of DOCSIS 3.1 technology across our footprint, and the integration of TWC and Bright House substantially complete, we have experienced a meaningful reduction in cable capital expenditures as a percent of revenue in 2019 and expect continued lower cable capital intensity in 2020.

We launched our mobile product, Spectrum Mobile, in the second half of 2018 under our MVNO reseller agreement with Verizon.

We plan to use our WiFi network in conjunction with additional unlicensed, and potentially licensed, spectrum to improve network performance and expand capacity to offer consumers a superior mobile service at a lower total cost to us.​​ Further, we have experimental wireless licenses from the FCC that we are utilizing to test next generation mobile services in several service areas around the country.

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| | |

| --- | --- |

Based on the Appraisal, we determined that the fair value of the reporting unit significantly exceeded the net asset carrying value of the reporting unit.

likely than not” of being sustained.

Years prior to 2016 remain open solely for purposes of examination of Charter’s loss and credit carryforwards.

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| | 2019 | | | | 2018 | | |

| | 39,253 | | | | 38,413 | | |

| | (4,080 | | ) | | (3,535 | | ) |

Revenues. Total revenues grew $2.1 billion or 4.9% during the year ended December 31, 2019 as compared to 2018 primarily due to increases in the number of residential Internet and commercial business customers, price adjustments as well as the launch of our mobile service in the second half of 2018 offset by a decrease in video customers.

| Video | $ | 17,607 | | | $ | 17,348 | | | 1.5 | % |

| Internet | 16,667 | | | | 15,181 | | | | 9.8 | % |

| Voice | 1,920 | | | | 2,114 | | | | (9.1 | )% |

| Enterprise | 2,556 | | | | 2,528 | | | | 1.1 | % |

| Other | 852 | | | | 907 | | | | (6.2 | )% |

| | $ | 45,764 | | | $ | 43,634 | | | 4.9 | % |

| | | | |

| --- | --- | --- | --- |

| | $ | 259 | |

| | $ | 1,486 | |

| | $ | (194 | ) |

| Increase in small and medium business customers | $ | 317 | |

| | $ | 203 | |

Small and medium business PSUs increased by 237,000 in 2019 compared to 2018.

The decrease related to rate changes was primarily due to value-based pricing related to SPP, net of promotional roll-off and price adjustments.

[added: The fair value of our] cross-currency derivatives included in other long-term liabilities on our consolidated balance sheets was [removed: $224] [added: $184] million and [removed: $237] [added: $224] million as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] respectively.

As of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the weighted average interest rate on the credit facility debt was approximately [removed: 3.3%] [added: 1.7%] and [removed: 4.3%,] [added: 3.3%,] respectively, and the weighted average interest rate on the senior notes was approximately [removed: 5.4%] [added: 5.1%] and [removed: 5.6%,] [added: 5.4%,] respectively, resulting in a blended weighted average interest rate of [removed: 5.1%] [added: 4.7%] and [removed: 5.4%,] [added: 5.1%,] respectively.

The interest rate on approximately [removed: 86%] [added: 87%] and [removed: 85%] [added: 86%] of the total principal amount of our debt was [removed: effectively] fixed as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] respectively.

The table set forth below summarizes the fair values and contract terms of financial instruments subject to interest rate risk maintained by us as of December 31, [removed: 2019] [added: 2020] (dollars in millions):

| | | [removed: 2020] | | | | 2021 | | | | [added: | |] 2022 | | | | [added: | |] 2023 | | | | [added: | |] 2024 | | | | [added: | | 2025 | | | | | |] Thereafter | | | | [added: | |] Total | | | | [added: | |] Fair Value | | |

| Debt: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | |]

| Variable Rate | | [removed: $] | [removed: 277] | | | $ | 277 | | | [added: | |] $ | 277 | | | [added: | |] $ | 436 | | | [added: | |] $ | 1,165 | | | [added: | |] $ | [removed: 8,895] [added: 5,320] | | | [added: | |] $ | [removed: 11,327] [added: 3,575] | | | [added: | |] $ | [removed: 11,375] [added: 11,050] | | [added: | | | $ | 10,986 | |]

Interest rates on variable-rate debt are estimated using the average implied forward LIBOR for the year of maturity based on the yield curve in effect at December 31, [removed: 2019] [added: 2020] including applicable bank spread.

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| Fixed Rate | | | | | | $ | 1,000 | | | | | $ | 3,000 | | | | | $ | 1,500 | | | | | $ | 1,100 | | | | | $ | 4,500 | | | | | $ | 59,993 | | | | | $ | 71,093 | | | | | $ | 83,240 | |

| Average Interest Rate | | | | | | 4.00 | | % | | | | 4.46 | | % | | | | 6.92 | | % | | | | 4.50 | | % | | | | 4.91 | | % | | | | 5.19 | | % | | | | 5.15 | | % | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Average Interest Rate | | | | | | 1.49 | | % | | | | 1.52 | | % | | | | 1.66 | | % | | | | 2.03 | | % | | | | 2.18 | | % | | | | 2.93 | | % | | | | 2.35 | | % | | | | | | |

The fair value of our

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| Fixed Rate | | $ | 3,500 | | | $ | 1,700 | | | $ | 4,250 | | | $ | 4,150 | | | $ | 2,950 | | | $ | 50,539 | | | $ | 67,089 | | | $ | 74,011 | |

| Average Interest Rate | | 4.19 | | % | | 4.05 | | % | | 4.70 | | % | | 5.85 | | % | | 5.36 | | % | | 5.53 | | % | | 5.38 | | % | | | | |

| Average Interest Rate | | 2.94 | | % | | 2.75 | | % | | 2.78 | | % | | 2.90 | | % | | 3.16 | | % | | 3.28 | | % | | 3.22 | | % | | | | |

[removed: We] [added: Our network, which we] own and [removed: operate a high-capacity, two-way telecommunications network which] [added: operate,] passes over [removed: 52] [added: 53] million households and small and medium businesses [added: ("SMBs")] across the United States.

Our core strategy is to use our network to deliver high quality products at competitive prices, combined with outstanding [added: customer] service.

This combination also reduces the number of service transactions we perform per relationship, yielding higher customer satisfaction and lower customer churn, resulting in lower costs to acquire and serve [removed: customers.][added: customers and greater profitability.]

We have enhanced our service operations to allow our customers to (1) more frequently interact with us through our customer website and [added: My] Spectrum [removed: TV] application, online chat and social media, (2) have their services installed at the time and in the manner of their own choosing, including self-installation, and (3) receive a variety of video packages on an increasing number of connected devices including those owned by us and those owned by the customer.

The capability and functionality of our [removed: two-way] network continues to grow in a number of areas, especially with respect to wireless connectivity.

We estimate that [removed: over 300] [added: approximately 400] million devices are wirelessly connected to our network through WiFi.

[removed: Through our mobile virtual network operator (“MVNO”) reseller agreement with Verizon Communications Inc. ("Verizon"),] [added: In addition,] we [removed: are now able to offer] [added: extend] Internet connectivity to our customers beyond the home via our Spectrum Mobile [removed: product.][added: product through our mobile virtual network operator (“MVNO”) reseller agreement with Verizon Communications Inc. ("Verizon").]

Our telephone number is (203) 905-7801, and we have a website accessible at [removed: www.charter.com.][added: www.corporate.charter.com.]

Indebtedness amounts shown below are principal amounts as of December 31, [removed: 2019.][added: 2020.]

[removed: ][added: ]

We offer our customers subscription-based [removed: video services,] Internet services, [removed: and voice] [added: video services,] and mobile [added: and voice] services.

Bundled services are available to substantially all of our passings, and approximately [removed: 57%] [added: 56%] of our residential customers subscribe to a bundle of services including some combination of our [removed: video, Internet] [added: Internet, video] and/or voice products.

The following table summarizes our customer statistics for [removed: video,] Internet, [removed: mobile and] [added: video,] voice [added: and mobile] as of December 31, [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] (in thousands except per customer data and footnotes).

| | [added: | |] Approximate as of | | | | | | | [added: | |]

| | [added: | |] December 31, | | | | | | | [added: | |]

| Customer Relationships (b) | | | | | | | | [added: | | | |]

| Residential | [removed: 27,277] | | [added: 29,079] | | [removed: 26,270] | | | [added: | 27,277 | | |]

| Total Customer Relationships | [removed: 29,235] | | [added: 31,130] | | [removed: 28,103] | | | [added: | 29,235 | | |]

| [removed: Residential] [added: Enterprise] Primary Service Units ("PSUs") [added: (e)] | | | [added: 274] | | | | | [added: | 267 | | |]

| Monthly Residential Revenue per Residential Customer (c) | [added: | |] $ | [removed: 112.63] [added: 111.15] | | | [added: | |] $ | [removed: 111.56] [added: 112.63] | |

| Monthly [removed: Small and Medium Business] [added: SMB] Revenue per [added: SMB] Customer (d) | [added: | |] $ | [removed: 169.90] [added: 165.60] | | | [added: | |] $ | [removed: 174.88] [added: 169.90] | |

| Mobile Lines | [removed: 1,082] | | | | [removed: 134] | | | [added: | | | |]

[removed: | (a) | We calculate the aging of customer accounts based on the monthly billing cycle for each account.] On that basis, as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] customers include approximately [removed: 154,200] [added: 168,400] and [removed: 217,600] [added: 154,200] customers, respectively, whose accounts were over 60 days past due, approximately [removed: 13,500] [added: 17,800] and [removed: 24,000] [added: 13,500] customers, respectively, whose accounts were over 90 days past due, and approximately [removed: 10,000] [added: 11,100] and [removed: 19,200] [added: 10,000] customers, respectively, whose accounts were over 120 days past due. [removed: |]

[removed: | (b) | Customer] [added: (b)Customer] relationships include the number of customers that receive one or more levels of service, encompassing [removed: video, Internet] [added: Internet, video] and voice services, without regard to which service(s) such customers receive. [removed: Customers who reside in residential multiple dwelling units (“MDUs”) and that are billed under bulk contracts are counted based on the number of billed units within each bulk MDU. Total customer relationships exclude enterprise and mobile-only customer relationships. |]

[removed: | (c) | Monthly] [added: (c)Monthly] residential revenue per residential customer is calculated as total residential [removed: video, Internet and voice] annual revenue divided by twelve divided by average residential customer relationships during the respective [removed: year. Monthly residential revenue per residential customers] [added: year and] excludes mobile revenue and customers. [removed: |]

[removed: | (d) | Monthly small and medium business] [added: (d)Monthly SMB] revenue per [added: SMB] customer is calculated as total [removed: small and medium business] [added: SMB] annual revenue divided by twelve divided by average [removed: small and medium business] [added: SMB] customer relationships during the respective [removed: year. Monthly small and medium business revenue per small] [added: year] and [removed: medium customer] excludes mobile revenue and customers. [removed: |]

[removed: | (e) | Enterprise] [added: (e)Enterprise] PSUs represent the aggregate number of fiber service offerings counting each separate service offering at each customer location as an individual PSU. [removed: |]

Our video customers receive a package of programming which generally includes a digital [removed: set-top box] [added: receiver] that provides an interactive electronic programming guide with parental controls, access to pay-per-view services, including video on demand (“VOD”) (available to nearly all of our passings) and the ability to view certain video services on third-party devices inside and outside the [removed: residence.][added: home.]

Customers have the option to purchase additional tiers of [removed: services] [added: services,] including premium channels which provide original programming, commercial-free movies, sports, and other special event entertainment programming.

We also offer certain video packages containing a limited number of [removed: channels via our cable television systems.][added: channels.]

In the vast majority of our footprint, we offer VOD service which allows customers to select from over [removed: 60,000] [added: 75,000] titles at any time.

VOD programming options may be accessed [removed: for free] [added: at no additional cost] if the content is associated with a customer’s linear subscription, or for a fee on a transactional basis.

Customers can also use our Spectrum TV application on Internet Protocol ("IP") devices to watch over 375 channels of cable TV in home and approximately [removed: 275] [added: 300] channels out of home and view VOD programming.

[removed: In 2019, we launched] [added: Our] cloud DVR service [removed: which] allows customers to schedule, record and watch their favorite programming anytime from connected IP devices as well as SpectrumTV.com.

Our video customers also have access to programmer authenticated applications and websites (known as TV Everywhere services) such as [removed: HBO Go,] Fox Now, Discovery Go and ESPN.

Spectrum Guide runs on traditional [removed: set-top boxes] [added: digital receivers] but offers a look and feel similar to that of our [added: IP-based] Spectrum TV application.

Our Spectrum pricing and packaging (“SPP”) offers an entry level Internet download speed of at least 200 megabits per second (“Mbps”) in [removed: approximately 60%] [added: nearly 75%] of our footprint and 100 Mbps across [removed: approximately 40%] [added: the remainder] of our footprint, which among other things, allows several people within a single household to stream high definition (“HD”) [removed: television] video content while simultaneously using our Internet service for other purposes.

Additionally, leveraging DOCSIS 3.1 technology, we offer [removed: 940 Mbps] [added: Spectrum Internet Gig (940 Mbps)] speed service [removed: ("Spectrum Internet Gig")] in nearly all of our footprint.

We offer an in-home WiFi product that provides customers with high performance wireless routers [added: and a managed WiFi service] to maximize their in-home wireless Internet experience.

[removed: At the end of 2019,] [added: During 2020,] we [removed: launched] [added: continued to roll out] our advanced in-home WiFi product [removed: in select service areas] and we plan to [removed: continue to roll this product out to] [added: expand availability from over 65% of] our [removed: entire] footprint [removed: throughout 2020 and] [added: to substantially all by the end of] 2021.

We are a leading broadband connectivity company and cable operator serving more than 31 million customers in 41 states through our Spectrum brand.

Over an advanced high-capacity, two-way telecommunications 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, sports and high-quality original programming to our customers through Spectrum Networks and Spectrum Originals.

In 2020, we purchased 210 Citizens Broadband Radio Service (“CBRS”) Priority Access Licenses (“PALs”) within our footprint from the Federal Communications Commission ("FCC").

We intend to use the licenses along with unlicensed CBRS spectrum to build our own fifth generation ("5G") mobile network which we plan to use in combination with our MVNO and WiFi network to enhance our customer’s experience and improve our cost structure.

Footprint

The map below highlights our footprint as of December 31, 2020.


| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 2020 (a) | | | | | | 2019 (a) | | |

| SMB | | | 2,051 | | | | | | 1,958 | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| Internet | | | | | | | | | | | |

| Residential | | | 27,023 | | | | | | 24,908 | | |

| SMB | | | 1,856 | | | | | | 1,756 | | |

| Total Internet Customers | | | 28,879 | | | | | | 26,664 | | |

| | | | | | | | | | | | |

| Video | | | | | | | | | | | |

| Residential | | | 15,639 | | | | | | 15,620 | | |

| SMB | | | 561 | | | | | | 524 | | |

| Total Video Customers | | | 16,200 | | | | | | 16,144 | | |

| | | | | | | | | | | | |

| Voice | | | | | | | | | | | |

| Residential | | | 9,215 | | | | | | 9,443 | | |

| SMB | | | 1,224 | | | | | | 1,144 | | |

| Total Voice Customers | | | 10,439 | | | | | | 10,587 | | |

| | | | | | | | | | | | |

| Residential | | | 2,320 | | | | | | 1,078 | | |

| SMB | | | 55 | | | | | | 4 | | |

| Total Mobile Lines | | | 2,375 | | | | | | 1,082 | | |

| | | | | | | | | | | | |

(a)We calculate the aging of customer accounts based on the monthly billing cycle for each account.

Customers who reside in residential multiple dwelling units (“MDUs”) and that are billed under bulk contracts are counted based on the number of billed units within each bulk MDU.

Total customer relationships exclude enterprise and mobile-only customer relationships.

With advanced in-home WiFi, customers enjoy an optimized WiFi connection and have the ability to view and control their WiFi network with the My Spectrum App allowing them to set schedules for specific devices.

In 2020, we also launched the option to add Spectrum WiFi Pods to our advanced in-home WiFi product.

We are the second largest cable operator in the United States and a leading broadband communications services company providing video, Internet and voice services to approximately 29.2 million residential and small and medium business customers at December 31, 2019.

We also offer mobile service to residential customers and recently launched mobile service to small and medium business customers.

In addition, we sell video and online advertising inventory to local, regional and national advertising customers and tailored communications and managed solutions to larger enterprise customers.

We also own and operate regional sports networks and local sports, news and community channels.

Initially, our wireless strategy focused on offering wireless connectivity solutions inside the home and business using WiFi.

We are also actively testing and evaluating opportunities for our customers to wirelessly connect to our network using a combination of licensed and unlicensed radio spectrum to deliver fixed and mobile service directly from our distributed, high capacity network.

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| | 2019 (a) | | | | 2018 (a) | | |

| Small and Medium Business | 1,958 | | | | 1,833 | | |

| Video | 15,620 | | | | 16,104 | | |

| Internet | 24,908 | | | | 23,625 | | |

| Voice | 9,443 | | | | 10,135 | | |

| Small and Medium Business PSUs | | | | | | | |

| Video | 524 | | | | 502 | | |

| Internet | 1,756 | | | | 1,634 | | |

| Voice | 1,144 | | | | 1,051 | | |

| Enterprise PSUs (e) | 267 | | | | 248 | | |

| | |

| --- | --- |

Advanced in-home WiFi provides connected device visibility, management and control to customers in a single application and to customer service agents to help support our customers.

At the end of the second quarter of 2018, we launched our mobile product, Spectrum Mobile, to residential customers under our MVNO reseller agreement with Verizon.

our Internet service and recently launched mobile service to small and medium business customers.

In the second quarter of 2019, we expanded our Spectrum Mobile bring-your-own-device ("BYOD") program across all sales channels to include a broader set of devices which we believe lowers the cost for consumers of switching mobile carriers, and reduces the short-term working capital impact of selling new mobile devices on installment plans.

We believe Spectrum-branded mobile services will drive more sales of our core products, create longer customer lives and increase profitability and cash flow over time.

As we continue to grow our mobile services, including 5G in 2020, we expect that Spectrum Mobile will require an initial funding period to grow the product as well as negative working capital impacts from the timing of device-related cash flows when we sell the handset or tablet to customers pursuant to equipment installment plans.

We plan to use our WiFi network in conjunction with additional unlicensed, and potentially licensed, spectrum to improve network performance and expand capacity to offer consumers a superior mobile service at a lower total cost to us.​​ Further, we have experimental wireless licenses from the Federal Communications Commission ("FCC") that we are utilizing to test next generation mobile services in several service areas around the country.

We intend to consider and pursue opportunities in the mobile space which may include the acquisition of licensed spectrum and may include entering into or expanding joint ventures or partnerships with wireless or cable providers which may require significant investment.

In addition, in 2019, we began offering our Spectrum Mobile service to small and medium business customers.

Spectrum Enterprise's product portfolio includes fiber Internet access, voice trunking services, unified messaging/unified communications (“UM/UC”), Ethernet services that privately and securely connect geographically dispersed client locations, and video solutions designed to meet the needs of hospitality, education, and healthcare clients.

In addition, in 2019, Spectrum Enterprise launched an innovative Hybrid Software-Defined Wide Area Network ("SD-WAN") that enables businesses to leverage the performance of Ethernet, the ubiquity of Internet connectivity and the flexibility of a software-defined solution to solve a wide array of business communications and networking challenges.

These

The national backbone

This bandwidth capacity enables us to offer two-way signal capabilities necessary to provide HD television, interactive video services such as VOD, high-speed Internet and voice services.

We believe this architecture also allows us to continue to enhance our network to enable multi-gigabit services with low latency at a lower incremental capital cost relative to our competitors.

Regions

These regions are managed centrally on a consolidated level.

Our eleven regions and the customer relationships within each region as of December 31, 2019 are as follows (in thousands):

| | | |

| --- | --- | --- |

UNITED [removed: STATES][added: STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE COMMISSION

[removed: FORM 10-K][added: FORM 10-K]

| ☒ | [added: | |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

For the fiscal year ended December 31, [removed: 2019][added: 2020]

| ☐ | [added: | |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

For the Transition Period From [removed: to][added: to]

[removed: Commission] [added: Commission] File [removed: Number: 001-33664][added: Number: 001-33664]

[removed: ][added: ]

| Delaware | | | [added: | | | | | |] 84-1496755 | [added: | |]

| (State or other jurisdiction of incorporation or organization) | | | [added: | | | | | |] (I.R.S. Employer Identification No.) | [added: | |]

| 400 Atlantic Street | [added: | |] Stamford | [added: | |] Connecticut | [added: | |] 06901 | [added: | |]

| (Address of Principal Executive Offices) | | | [added: | | | | | |] (Zip Code) | [added: | |]

[removed: (203) 905-7801][added: (203) 905-7801]

| Title of each class | [added: | |] Trading Symbol(s) | [added: | |] Name of each exchange on which registered | [added: | |]

| Class A Common Stock $.001 Par Value | [added: | |] CHTR | [added: | |] NASDAQ Global Select Market | [added: | |]

Indicate by check mark whether the registrants have submitted electronically [removed: and posted on their corporate website, if any,] every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrants were required to submit and post such files).

The aggregate market value of the registrant of outstanding Class A common stock held by non-affiliates of the registrant at June 30, [removed: 2019] [added: 2020] was approximately [removed: $65.3] [added: $75.8] billion, computed based on the closing sale price as quoted on the NASDAQ Global Select Market on that date.

[removed: For purposes of this calculation only,] directors, executive officers and the principal controlling shareholders or entities controlled by such controlling shareholders of the registrant are deemed to be affiliates of the registrant.

There were [removed: 209,975,963] [added: 193,730,992] shares of Class A common stock outstanding as of December 31, [removed: 2019.][added: 2020.]

Information required by Part III is incorporated by reference from Registrant’s proxy statement or an amendment to this Annual Report on Form 10-K to be filed [removed: by April 30,] [added: no later than 120 days after the end of the Registrant's fiscal year ended December 31,] 2020.

CHARTER COMMUNICATIONS, [removed: INC.][added: INC.]

[removed: FORM] [added: FORM] 10-K — FOR THE YEAR [removed: ENDED DECEMBER] [added: ENDED DECEMBER] 31, [removed: 2019][added: 2020]

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| [PART [removed: III](#s3E74F54655915098BC229D5E96551A30)] [added: III](#i32827c2d499445d08b7f2b6b44d59c5e_67)] | | | | | [added: | | | | | | | | | |]

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For purposes of this calculation only,


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| [PART I](#i32827c2d499445d08b7f2b6b44d59c5e_13) | | | | | | | | | | | | | | |

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| [PART II](#i32827c2d499445d08b7f2b6b44d59c5e_34) | | | | | | | | | | | | | | |

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| [PART IV](#i32827c2d499445d08b7f2b6b44d59c5e_85) | | | | | | | | | | | | | | |

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| [Signatures](#i32827c2d499445d08b7f2b6b44d59c5e_91) | | | | | | | | | | | | S-[1](#i32827c2d499445d08b7f2b6b44d59c5e_91) | | |

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| [PART I](#s77CF4822E5775786B3519C93A19B7317) | | | | |

| [PART II](#s12E5F698A1BA5946A57C798FD8AF4CC0) | | | | |

| [PART IV](#s386E20DBE012505A90CBFF66F3AC7E7C) | | | | |

| [Signatures](#sA800ABBE3B235723AB239871DA733760) | | | | [S- 1](#sA800ABBE3B235723AB239871DA733760) |

Charter’s Class A common stock is listed on the NASDAQ Global Select Market under the symbol “CHTR.” As of December 31, [removed: 2019,] [added: 2020,] there were approximately [removed: 12,300] [added: 11,200] holders of record of Charter’s Class A common stock and one holder of Charter's Class B common stock.

During [removed: 2019,] [added: 2020,] there were no unregistered sales of securities of the registrant.

The following information is provided as of December 31, [removed: 2019] [added: 2020] with respect to equity compensation plans:

| Plan Category | | [added: | | | |] Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | | | | [added: | | | | |] Weighted Average Exercise Price of Outstanding Warrants and Rights | | | | [added: | |] Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans | | | [added: | | |]

| Equity compensation plans [added: not] approved by security holders | | [removed: 12,608,020] | | [removed: (1)] | | [added: — | | | | | | | | |] $ | [removed: 242.50] [added: —] | | | [removed: 15,882,887] | | [removed: (1)] [added: —] | [added: | | | | |]

| Equity compensation plans [removed: not] approved by security holders | | [removed: —] | | | | [added: 10,493,576 | | | (1) | | | | | |] $ | [removed: —] [added: 316.86] | | | [removed: —] | | [added: 13,840,616] | [added: | | (1) | | |]

[removed: |] (1) [removed: |] This total does not include [removed: 8,284] [added: 5,992] shares issued pursuant to restricted stock grants made under our 2019 Stock Incentive Plan, which are subject to vesting based on continued service. [removed: |]

The performance graph required by Item 5 will be included in Charter’s [removed: 2019] [added: 2021] Proxy Statement (the “Proxy Statement”) under the headings “Compensation Discussion and Analysis,” or in amendment to this Annual Report on Form 10-K and is incorporated herein by reference.

The following table presents Charter’s purchases of equity securities completed during the fourth quarter of [removed: 2019] [added: 2020] (dollars in millions, except per share data).

| Period | [added: | |] Total Number of Shares Purchased (1) | [added: | |] Average Price Paid per Share | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) | | [added: |] Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2) | [added: | |]

[removed: | (1) | Includes 29,235, 47,570] [added: (1)Includes 7,007, 385,164] and [removed: 26,460] [added: 1,735] shares withheld from employees for the payment of taxes and exercise costs upon the exercise of stock options or vesting of other equity awards for the months of October, November and December [removed: 2019,] [added: 2020,] respectively. [removed: |]

[removed: or] [added: common stock and/or] Charter Holdings common units.

In addition to open market purchases including pursuant to Rule 10b5-1 plans adopted from time to time, Charter may also buy shares of Charter Class A common stock, from time to time, pursuant to private transactions outside of its Rule 10b5-1 plan and any such repurchases may also trigger the repurchases from A/N pursuant to and to the extent provided in the Letter [removed: Agreement.][added: Agreement or Liberty pursuant to the stockholders' agreement.]

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| TOTAL | | | | | | 10,493,576 | | | (1) | | | | | | | | | | | | 13,840,616 | | | (1) | | |

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| October 1 - 31, 2020 | | | 1,960,781 | | | $ | 633.73 | | 1,953,774 | | | $2,782 | | |

| November 1 - 30, 2020 | | | 2,345,534 | | | $ | 639.56 | | 1,960,370 | | | $3,070 | | |

| December 1 - 31, 2020 | | | 2,584,716 | | | $ | 656.22 | | 2,582,981 | | | $1,499 | | |

(2)During the three months ended December 31, 2020, Charter purchased approximately 6.5 million shares of its Class A common stock for approximately $4.2 billion.

Charter Holdings purchased 0.9 million Charter Holdings common units from A/N at an average price per unit of $629.92, or $578 million during the three months ended December 31, 2020.

As of December 31, 2020, Charter had remaining board authority to purchase an additional $1.5 billion of Charter’s Class A

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| TOTAL | | 12,608,020 | | (1) | | | | | | 15,882,887 | | (1) |

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| October 1 - 31, 2019 | 1,186,853 | $ | 428.17 | | 1,157,618 | | $803 |

| November 1 - 30, 2019 | 1,586,050 | $ | 472.21 | | 1,538,480 | | $2,254 |

| December 1 - 31, 2019 | 2,270,062 | $ | 471.62 | | 2,243,602 | | $1,361 |

| (2) | During the three months ended December 31, 2019, Charter purchased approximately 4.9 million shares of its Class A common stock for approximately $2.3 billion. Charter Holdings purchased 0.7 million Charter Holdings common units from A/N at an average price per unit of $442.38, or $292 million during the three months ended December 31, 2019. As of December 31, 2019, Charter had remaining board authority to purchase an additional $1.4 billion of Charter’s Class A common stock and/ |

| | [added: | |] Years Ended December 31, | | | | | | | | | | | | | | | | | | | [added: | | | | | | | |]

| | [added: | | 2020 | | | | | |] 2019 | | | | [added: | |] 2018 | | | | [removed: 2017] | | [added: 2017] | | [removed: 2016] | | | | [removed: 2015] [added: 2016] | | |

| Statement of Operations Data: | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]

| Revenues | [added: | |] $ | [removed: 45,764] [added: 48,097] | | | [added: | |] $ | [removed: 43,634] [added: 45,764] | | | [added: | |] $ | [removed: 41,581] [added: 43,634] | | | [added: | |] $ | [removed: 29,003] [added: 41,581] | | | [added: | |] $ | [removed: 9,754] [added: 29,003] | |

| Income from operations | [added: | |] $ | [removed: 6,511] [added: 8,405] | | | [added: | |] $ | [removed: 5,221] [added: 6,511] | | | [added: | |] $ | [removed: 4,106] [added: 5,221] | | | [added: | |] $ | [removed: 2,456] [added: 4,106] | | | [added: | |] $ | [removed: 1,114] [added: 2,456] | |

| Interest expense, net | [added: | |] $ | [removed: 3,797] [added: 3,848] | | | [added: | |] $ | [removed: 3,540] [added: 3,797] | | | [added: | |] $ | [removed: 3,090] [added: 3,540] | | | [added: | |] $ | [removed: 2,499] [added: 3,090] | | | [added: | |] $ | [removed: 1,306] [added: 2,499] | |

| Income [removed: (loss)] before income taxes | [added: | |] $ | [removed: 2,431] [added: 4,302] | | | [added: | |] $ | [removed: 1,686] [added: 2,431] | | | [added: | |] $ | [removed: 1,028] [added: 1,686] | | | [added: | |] $ | [removed: 820] [added: 1,028] | | | [added: | |] $ | [removed: (331] [added: 820] | [removed: )] |

| Net income [removed: (loss)] attributable to Charter shareholders | [added: | |] $ | [removed: 1,668] [added: 3,222] | | | [added: | |] $ | [removed: 1,230] [added: 1,668] | | | [added: | |] $ | [removed: 9,895] [added: 1,230] | | | [added: | |] $ | [removed: 3,522] [added: 9,895] | | | [added: | |] $ | [removed: (271] [added: 3,522] | [removed: )] |

| [removed: Income (loss)] [added: Earnings] per common share, basic | [added: | |] $ | [removed: 7.60] [added: 15.85] | | | [added: | |] $ | [removed: 5.29] [added: 7.60] | | | [added: | |] $ | [removed: 38.55] [added: 5.29] | | | [added: | |] $ | [removed: 17.05] [added: 38.55] | | | [added: | |] $ | [removed: (2.68] [added: 17.05] | [removed: )] |

| [removed: Income (loss)] [added: Earnings] per common share, diluted | [added: | |] $ | [removed: 7.45] [added: 15.40] | | | [added: | |] $ | [removed: 5.22] [added: 7.45] | | | [added: | |] $ | [removed: 34.09] [added: 5.22] | | | [added: | |] $ | [removed: 15.94] [added: 34.09] | | | [added: | |] $ | [removed: (2.68] [added: 15.94] | [removed: )] |

| Weighted average shares outstanding, basic [removed: (a)] | [added: | | 203,316,483 | | | | | |] 219,506,735 | | | | [added: | |] 232,356,665 | | | | [removed: 256,720,715] | | [added: 256,720,715] | | [removed: 206,539,100] | | | | [removed: 101,152,647] [added: 206,539,100] | | |

| Weighted average shares outstanding, diluted [removed: (a)] | [added: | | 209,273,247 | | | | | |] 223,786,380 | | | | [added: | |] 235,525,226 | | | | [removed: 296,703,956] | | [added: 296,703,956] | | [removed: 234,791,439] | | | | [removed: 101,152,647] [added: 234,791,439] | | |

| Balance Sheet Data (end of period): | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]

| Investment in cable properties | [added: | |] $ | [removed: 138,920] [added: 136,848] | | | [added: | |] $ | [removed: 141,564] [added: 138,920] | | | [added: | |] $ | [removed: 142,712] [added: 141,564] | | | [added: | |] $ | [removed: 144,396] [added: 142,712] | | | [added: | |] $ | [removed: 16,375] [added: 144,396] | |

| Total assets | [added: | |] $ | [removed: 148,188] [added: 144,206] | | | [added: | |] $ | [removed: 146,130] [added: 148,188] | | | [added: | |] $ | [removed: 146,623] [added: 146,130] | | | [added: | |] $ | [removed: 149,067] [added: 146,623] | | | [added: | |] $ | [removed: 39,316] [added: 149,067] | |

| Total debt | [added: | |] $ | [removed: 79,078] [added: 82,752] | | | [added: | |] $ | [removed: 72,827] [added: 79,078] | | | [added: | |] $ | [removed: 70,231] [added: 72,827] | | | [added: | |] $ | [removed: 61,747] [added: 70,231] | | | [added: | |] $ | [removed: 35,723] [added: 61,747] | |

| Total shareholders’ equity [removed: (deficit)] | [added: | |] $ | [removed: 38,811] [added: 30,281] | | | [added: | |] $ | [removed: 44,272] [added: 38,811] | | | [added: | |] $ | [removed: 47,531] [added: 44,272] | | | [added: | |] $ | [removed: 50,366] [added: 47,531] | | | [added: | |] $ | [removed: (46] [added: 50,366] | [removed: )] |

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| (a) | Weighted average number of shares outstanding for the year ended December 31, 2015 have been recast to reflect the application of the Parent Merger Exchange Ratio (as defined in the Merger Agreement related to the merger with TWC and acquisition of Bright House in 2016). |

During the quarter ended December 31, [removed: 2019,] [added: 2020,] 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.

[added: Our internal control system was designed to provide reasonable] assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements.

Management has assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2019.][added: 2020.]

In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in *Internal Control — Integrated Framework* (2013)*.* Based on management’s assessment utilizing these criteria we believe that, as of December 31, [removed: 2019,] [added: 2020,] our internal control over financial reporting was effective.

Our internal control system was designed to provide reasonable

None.

On January 28, 2020, Charter’s board of directors approved an amendment to Charter's 2019 Stock Incentive Plan (the “Stock Plan”) to remove the ability under the Stock Plan for Charter to effect a repricing of stock options without stockholder approval.

The foregoing summary of the amendment to the Stock Plan does not purport to be complete and is qualified in its entirety by reference to the full text of such amendment, which is included as Exhibit 10.152 hereto.

[removed: |] (a) [removed: |] The following documents are filed as part of this annual report: [removed: |]

[removed: |] (1) [removed: |] Financial Statements. [removed: |]

[removed: |] (2) [removed: |] Financial Statement Schedules. [removed: |]

[removed: |] (3) [removed: |] The index to the exhibits begins on page E-1 of this annual report. [removed: |]

| | | [added: | | | |] CHARTER COMMUNICATIONS, INC., | | | [added: | | | | | |]

| | | [added: | | | |] Registrant | | | [added: | | | | | |]

| | | [added: | | | |] By: | | [added: | | | |] /s/ Thomas M. Rutledge | [added: | |]

| | | | | [added: | | | | | | | |] Thomas M. Rutledge | [added: | |]

| | | | | [added: | | | | | | | |] Chairman and Chief Executive Officer | [added: | |]

| Date: January [removed: 31, 2020] [added: 29, 2021] | | | | | [added: | | | | | | | | | |]

| Signature | [added: | |] Title | [added: | |] Date | [added: | |]

| /s/ Thomas M. Rutledge Thomas M. Rutledge | [added: | |] Chairman, Chief Executive Officer, Director (Principal Executive Officer) | [added: | |] January [removed: 31, 2020] [added: 29, 2021] | [added: | |]

| /s/ Christopher L. Winfrey Christopher L. Winfrey | [added: | |] Chief Financial Officer (Principal Financial Officer) | [added: | |] January [removed: 31, 2020] [added: 29, 2021] | [added: | |]

| /s/ Kevin D. Howard Kevin D. Howard | [added: | |] Executive Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer) | [added: | |] January [removed: 31, 2020] [added: 29, 2021] | [added: | |]

| /s/ Eric L. Zinterhofer Eric L. Zinterhofer | [added: | |] Director | [added: | |] January [removed: 31, 2020] [added: 21, 2021] | [added: | |]

| /s/ W. Lance Conn W. Lance Conn | [added: | |] Director | [added: | |] January [removed: 31, 2020] [added: 21, 2021] | [added: | |]

| /s/ Kim C. Goodman Kim C. Goodman | [added: | |] Director | [added: | |] January [removed: 31, 2020] [added: 27, 2021] | [added: | |]

| /s/ Craig A. Jacobson Craig A. Jacobson | [added: | |] Director | [added: | |] January [removed: 31, 2020] [added: 21, 2021] | [added: | |]

| /s/ Gregory Maffei Gregory Maffei | [added: | |] Director | [added: | |] January [removed: 31, 2020] [added: 26, 2021] | [added: | |]

| /s/ John D. Markley, Jr. John D. Markley, Jr. | [added: | |] Director | [added: | |] January [removed: 31, 2020] [added: 22, 2021] | [added: | |]

| /s/ David C. Merritt David C. Merritt | [added: | |] Director | [added: | |] January [removed: 31, 2020] [added: 28, 2021] | [added: | |]

| /s/ James E. Meyer James E. Meyer | [added: | |] Director | [added: | |] January [removed: 31, 2020] [added: 21, 2021] | [added: | |]

| /s/ Steven Miron Steven Miron | [added: | |] Director | [added: | |] January [removed: 31, 2020] [added: 21, 2021] | [added: | |]

| /s/ Balan Nair Balan Nair | [added: | |] Director | [added: | |] January [removed: 31, 2020] [added: 21, 2021] | [added: | |]

| /s/ Michael Newhouse Michael Newhouse | [added: | |] Director | [added: | |] January [removed: 31, 2020] [added: 21, 2021] | [added: | |]

| /s/ Mauricio Ramos Mauricio Ramos | [added: | |] Director | [added: | |] January [removed: 31, 2020] [added: 21, 2021] | [added: | |]

| Exhibit | | [added: | | | |] Description | [added: | |]

| 2.1 | | [added: | | | |] [Agreement and Plan of Mergers, dated as of May 23, 2015, among Time Warner Cable Inc., Charter Communications, Inc., CCH I, LLC, Nina Corporation I, Inc., Nina Company II, LLC and Nina Company III, LLC (incorporated by reference to Exhibit 2.1 to the current report on Form 8-K filed by Charter Communications, Inc. on May 29, 2015 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000119312515206906/d930946dex21.htm) | [added: | |]

| 2.2 | | [added: | | | |] [Contribution Agreement, dated March 31, 2015, by and among Advance/Newhouse Partnership, A/NPC Holdings LLC, Charter Communications, Inc., CCH I, LLC, and Charter Communications Holding Company, LLC (incorporated by reference to Exhibit 2.1 to the current report on Form 8-K filed by Charter Communications, Inc. on April 1, 2015 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000109166715000059/chtr0331158kexh21.htm) | [added: | |]

| 3.1 | | [added: | | | |] [Amended and Restated Certificate of Incorporation of Charter Communications, Inc. (incorporated by reference to Exhibit 3.1 to the current report on Form 8-K of Charter Communications, Inc. filed on May 19, 2016 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000119312516596195/d148819dex31.htm) | [added: | |]

| 3.2 | | [added: | | | |] [By-laws of Charter Communications, Inc. as of May 18, 2016 (incorporated by reference to Exhibit 3.2 to the current report on Form 8-K of Charter Communications, Inc. filed on May 19, 2016 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000119312516596195/d148819dex32.htm) | [added: | |]

| 3.3 | | [added: | | | |] [First Amendment to Bylaws of Charter Communications, Inc. dated July 24, 2018 (incorporated by reference to Exhibit 3.1 to the current report on Form 8-K of Charter Communications, Inc. filed on July 30, 2018 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000109166718000084/a072418exh31.htm) | [added: | |]

| 4.1(a) | | [added: | | | |] [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. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000109166715000059/chtr0331158kexh41.htm) | [added: | |]

| 4.1(b) | | [added: | | | |] [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)).](http://www.sec.gov/Archives/edgar/data/1350366/000119312515235720/d933267ds4.htm#toc933267_97) | [added: | |]

| 10.1 | | [added: | | | |] [Indenture dated as of [removed: May 10, 2011,] [added: November 5, 2014,] by and among CCO Holdings, LLC, [removed: and] CCO Holdings Capital [removed: Corp.,] [added: Corp. and CCOH Safari, LLC,] as Issuers, Charter Communications, Inc., as Parent Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the current report on Form 8-K of Charter Communications, Inc. filed on [removed: May 16, 2011] [added: November 10, 2014] (File No. [removed: 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000109166711000089/exhibit4_1.htm)] [added: 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000109166714000221/exh41chtr1105148k.htm)] | [added: | |]

| [removed: 10.2] [added: 10.58] | | [added: | | | |] [Third Supplemental [removed: Indenture] [added: Indenture,] dated as of [removed: January 26, 2012 by and] [added: February 18, 2020,] among CCO Holdings, LLC, [removed: and] CCO Holdings Capital [removed: Corp., as Issuers, Charter Communications, Inc., as Parent Guarantor,] [added: Corp.] and The Bank of New York Mellon Trust Company, N.A., as [removed: Trustee] [added: trustee] (incorporated by reference to Exhibit 4.2 to the [removed: current report] [added: Current Report] on Form 8-K [removed: of] [added: filed by] Charter Communications, Inc. [removed: filed] on February [removed: 1, 2012] [added: 21, 2020] (File No. [removed: 001-33664))](http://www.sec.gov/Archives/edgar/data/1091667/000109166712000010/exhibit4_2.htm)] [added: 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000110465920023531/tm206421d3_ex4-2.htm)] | [added: | |]

| [removed: 10.3] [added: 10.23] | | [added: | | | |] [Fourth Supplemental [removed: Indenture] [added: Indenture,] dated [added: as of] August [removed: 22, 2012 relating to the 5.25% Senior Notes due 2022 by and] [added: 8, 2017,] among CCO Holdings, LLC, CCO Holdings Capital Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit [removed: 10.1] [added: 4.1] to the [removed: quarterly] [added: current] report on Form [removed: 10-Q of] [added: 8-K filed by] Charter Communications, Inc. [removed: filed] on [removed: November 6, 2012] [added: August 14, 2017] (File No. [removed: 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000109166712000151/exh-101fourthsupplementali.htm)] [added: 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000119312517256236/d374452dex41.htm)] | [added: | |]

| [removed: 10.4] [added: 10.28] | | [added: | | | |] [Fifth Supplemental [removed: Indenture] [added: Indenture,] dated [removed: December] [added: as of October] 17, [removed: 2012 relating to the 5.125% Senior Notes due 2023 by and] [added: 2017,] among CCO Holdings, LLC, CCO Holdings Capital Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit [removed: 10.9] [added: 4.3] to the [removed: annual] [added: current] report on Form [removed: 10-K of] [added: 8-K filed by] Charter Communications, Inc. [removed: filed February 22, 2013] [added: on October 20, 2017] (File No. [removed: 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000109166713000020/chtr12312012exh-109.htm)] [added: 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000119312517315425/d473513dex43.htm)] | [added: | |]

| [removed: 10.5] [added: 10.2] | | [removed: [Sixth] [added: | | | | [Fifth] Supplemental [removed: Indenture relating to the 5.25% senior notes due 2021,] [added: Indenture,] dated as of [removed: March 14, 2013, by and] [added: April 21, 2015,] among CCO Holdings, LLC, [removed: and] CCO Holdings Capital Corp., [removed: as Issuers,] Charter Communications, Inc., as [removed: Parent Guarantor,] [added: guarantor,] and The Bank of New York Mellon Trust Company, N.A., as [removed: Trustee] [added: trustee] (incorporated by reference to Exhibit [removed: 10.1] [added: 4.3] to the current report on Form 8-K [removed: of] [added: filed by] Charter Communications, Inc. [removed: filed March 15, 2013] [added: on April 22, 2015] (File No. [removed: 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000109166713000038/exh101sixthsupplindenture.htm)] [added: 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000109166715000073/exh43chtr421158k.htm)] | [added: | |]

| [removed: 10.6] [added: 10.9] | | [added: | | | |] [Seventh Supplemental [removed: Indenture relating to the 5.75% senior notes due 2023,] [added: Indenture,] dated as of [removed: March 14, 2013, by and] [added: April 21, 2016,] among CCO Holdings, LLC, [removed: and] CCO Holdings Capital Corp., [removed: as Issuers,] Charter Communications, Inc., as [removed: Parent Guarantor,] [added: guarantor,] and The Bank of New York Mellon Trust Company, N.A., as [removed: Trustee] [added: trustee] (incorporated by reference to Exhibit [removed: 10.2] [added: 4.1] to the current report on Form 8-K [removed: of] [added: filed by] Charter Communications, Inc. [removed: filed March 15, 2013] [added: on April 27, 2016] (File No. [removed: 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000109166713000038/exh102seventhsupplindenture.htm)] [added: 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000119312516557101/d184565dex41.htm)] | [added: | |]

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S-1

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S-2

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E-1

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E-2

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E-3

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E-4

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| 10.59 | | | | | | [Form of 4.500% Senior Notes due 2030 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Charter Communications, Inc. on February 21, 2020 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000110465920023531/tm206421d3_ex4-2.htm) | | |

| 10.62 | | | | | | [Form of 4.500% Senior Notes due 2032 (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed by Charter Communications, Inc. on March 23, 2020 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000110465920037363/tm209733d3_ex4-4.htm) | | |

E-5

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| 10.64 | | | | | | [2032 Exchange and Registration Rights Agreement, dated March 18, 2020, relating to the 4.500% Senior Notes due 2032, among CCO Holdings, LLC, CCO Holdings Capital Corp. and Deutsche Bank Securities, Inc., as representative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Charter Communications, Inc. on March 23, 2020 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000110465920037363/tm209733d3_ex10-2.htm) | | |

| 10.65 | | | | | | [Underwriting Agreement, dated as of April 14, 2020, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., CCO Holdings, LLC, as parent guarantor, the subsidiary guarantors party thereto and BofA Securities, Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule I thereto (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on April 17, 2020 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000110465920048185/tm2013374d6_ex99-1.htm) | | |

| 10.67 | | | | | | [Form of 2.800% Senior Secured Notes due 2031 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Charter Communications, Inc. on April 17, 2020 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000110465920048185/tm2013374d6_ex4-2.htm) | | |

| 10.68 | | | | | | [Form of 3.700% Senior Secured Notes due 2051 (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by Charter Communications, Inc. on April 17, 2020 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000110465920048185/tm2013374d6_ex4-2.htm) | | |

| 10.70 | | | | | | [Form of 4.250% Senior Notes due 2031 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Charter Communications, Inc. on July 13, 2020 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000110465920083132/tm2023618d7_ex4-2.htm) | | |

| 10.72 | | | | | | [Exchange and Registration Rights Agreement, dated July 24, 2020, relating to the 4.250% Senior Notes due 2031, among CCO Holdings, LLC, CCO Holdings Capital Corp. and Morgan Stanley & Co. LLC, as representative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on July 28, 2020) (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000110465920087372/tm2025145d2_ex10-1.htm) | | |

| 10.73 | | | | | | [Exchange and Registration Rights Agreement, dated October 12, 2020, relating to the 4.500% Senior Notes due 2032, among CCO Holdings, LLC, CCO Holdings Capital Corp. and Deutsche Bank Securities Inc., as representative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on October 16, 2020 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000110465920115651/tm2030372d3_ex10-1.htm) | | |

| 10.74 | | | | | | [Underwriting Agreement, dated as of November 19, 2020, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., CCO Holdings, LLC, as parent guarantor, the subsidiary guarantors party thereto and Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule I thereto (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on December 4, 2020 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000119312520310598/d52558dex991.htm) | | |

E-6

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S- 1

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S- 2

E- 1

E- 2

E- 3

E- 4

E- 5

E- 6

E- 7

| 10.100 | | [Form of TWC 5.5% Debenture due 2041 (incorporated herein by reference to Exhibit 4.2 to the TWC September 7, 2011 Form 8-K).](http://www.sec.gov/Archives/edgar/data/1377013/000119312511245786/d228868dex42.htm) |

| 10.101 | | [Form of TWC 4.5% Debenture due 2042 (incorporated herein by reference to Exhibit 4.1 to TWC’s current report on Form 8-K dated August 7, 2012 and filed with the SEC on August 10, 2012 (File No. 1-33335)).](http://www.sec.gov/Archives/edgar/data/1377013/000119312512349959/d393980dex41.htm) |

| 10.102 | | [Form of TWC 5.25% Note due 2042 (incorporated herein by reference to Exhibit 4.1 to TWC’s current report on Form 8-K dated and filed with the SEC on June 27, 2012 (File No. 1-33335)).](http://www.sec.gov/Archives/edgar/data/1377013/000119312512285562/d372984dex41.htm) |

E- 8

| 10.115 | | [Escrow Assumption Agreement, dated as of May 18, 2016, by and among CCO Safari III, LLC, Charter Communications Operating, LLC, Bank of America, N.A., as escrow administrative agent and Bank of America, N.A., as administrative agent (incorporated herein by reference to Exhibit 10.3 to the current report on Form 8-K of Charter Communications, Inc. filed May 24, 2016).](http://www.sec.gov/Archives/edgar/data/1091667/000119312516600775/d198771dex103.htm) |

E- 9

E- 10

| 10.143+ | | [Time Warner Cable Inc. 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).](http://www.sec.gov/Archives/edgar/data/1377013/000095012311033404/g26709def14a.htm) |

| 10.148+ | | [Form of Performance-Vesting Restricted Stock Unit Agreement granted to certain executive officers in 2016 under the Charter Communications, Inc. Amended and Restated 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.103 to the Annual Report on Form 10-K of Charter Communications, Inc. filed on February 16, 2017 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000109166717000030/chtr12312016exh-10103.htm) |

| 10.149+ | | [Employment Agreement between Charter Communications, Inc. and Kevin D. Howard, dated August 2, 2019 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on August 7, 2019 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000109166719000104/a080219chtr8-kexh101.htm) |

| 10.152* | | [Amendment to the Charter Communications, Inc. 2019 Stock Incentive Plan, dated as of January 28, 2020.](https://www.sec.gov/Archives/edgar/data/1091667/000109166720000024/chtr12312019exh-10152.htm) |

E- 11

F- 1

F- 2

The subjectivity relates to estimating the average length of time to complete specific installation activities.

We tested certain internal controls over the Company's capitalization of installation direct labor and overhead costs process.

We assessed the methodology, including the development and accumulation of data used within the methodology for the inclusion of certain costs in the installation direct labor and overhead standards.

January 30, 2020

F- 3

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES

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| Retained earnings | 40 | | | | 2,780 | | |

F- 4

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